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HomeMy WebLinkAboutC03-103 Airplanners LLC~' 0~-~ 1 D~ -~~~ CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into this 2 y day of April, 20U3, by and between Eagle County, Colorado, a body corporate and politic ("Client") and Airplanners LLC, a Colorado LLC ("Consultant"). RECITALS Consultant provides professional consulting services regazding mazketing matters (the Services); Client desires to engage Consultant to provide the Services according to this Agreement. AGREEMENT NOW THEREFORE, in consideration of the Recitals and the mutual covenants and obligations hereinafter set forth, the parties agree as follows: TERM The term of this Agreement shall be deemed to have commenced on January 1, 2003 and shall terminate on October 31, 2003, unless sooner terminated as provided herein. SCOPE OF SERVICES Consultant shall furnish all materials, labor, supervision, supplies and equipment to commence, diligently pursue, and complete the Services as more specifically set forth on ExhdbitA, attached hereto and incorporated herein by this reference. All Services shall be performed in a timely manner and in accordance with generally accepted standazds for Consultants profession and all applicable federal, state and local laws and regulations affecting the Services or the subject matter thereof. Consultant acknowledges that this is anon-exclusive Agreement, and Client may contract with other providers able to furnish the same or similaz services, as it deems appropriate to do so. COMPENSATION, EXPENSES AND BONUS (a) In exchange for Consultant's performance of the Services, during the Term, Client shall pay Consultant $2,500.00 USD monthly (the "Compensation"): The Compensation shall be paid on or before the tenth day of each month for the previous month's Services. Consultant acknowledges that he has been paid by Client for January, February and Mazch services. For the period from June 1 through June 14, 2003, the Compensation shall be prorated for a payment of $1,250.00 USD. For the period from June 15 through September 3, 2003, during which period flights aze serving Eagle County Regional Airport, it is agreed that such monthly Compensation shall not be paid and instead the provisions of subparagraph d of this section shall apply. For the period • • from September 4, 2003 through October 31, 2003, the Compensation shall be prorated for a payment of $4,749.91. (b) The Compensation as set forth in Paragraph (a) above compensates Consultant for all charges, expenses, overhead, payroll costs, employee benefits, insurance subsistence, and profits, except as specifically set forth herein. Notwithstanding the above, Consultant shall be reimbursed for reasonable and typical out-of-pocket traveling expenses, including but not limited to mileage, airline travel, hotel and entertainment, provided such are directly associated with performance of the Services and, provided further, that such expenses aze incurred and submitted according to Client's standazd policies. Any travel expense over $100 other than listed above will require prior written approval from Client. (c) Consultant will receive 10% of any negotiated complementary air tickets from all airline contracts signed by Client in connection with this Agreement (d) Consultant will receive $1.00 USD per seat on all inbound commercial flights (excluding flights operated by United Airlines or its affiliates) to EGE during the period from June 15, 2003 though September 3, 2003. Such $1.00 USD per seat chazge shall apply only to those commercial flights brought to Eagle County by Consultant pursuant to the terms of this Agreement. Such per seat fee shall apply only during the period set forth above pursuant to the terms of this Agreement. Consultant shall not be entitled to a per seat chazge for commercial flights which may be scheduled in future seasons. It is agreed between the parties that this pazagraph shall apply only if Client executes an agreement for air service during this period. INDEMNIFICATION (a) Consultant agrees to indemnify, defend and hold harmless Client, its partners, officers, directors, agents and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever (including reasonable attomeys'fees and costs) arising out of or related to any loss, cost, damage or injury, including death, of any person or damage to property of any kind caused by the misconduct or negligent acts, errors or omissions of Consultant or his employees or sub-consultants. (b) This provision shall survive any termination or expiration of this Agreement with respect to any liability, injury or damage occurring prior to such termination. INSURANCE Consultant agrees that at all times during the Term of this Agreement, Consultant shall carry and maintain, in full force and effect and at its sole cost and expense, the following insurance policies: (a) comprehensive automobile liability insurance on all vehicles used in the Services, in an amount of $300,000 combined single limits for bodily injury and property damage, per occurrence, naming Client as an additional insured; and 2 • • (b) Consultant agrees to provide Client with certificates of insurance evidencing the policies listed above upon execution of this Agreement. TERMINATION. Either party shall have the right to terminate this Agreement at any time, upon thirty (30) days prior written notice to the other. Upon termination, Consultant shall be entitled to compensation for Services performed prior to the date of termination, provided such Services aze reasonably satisfactory to Client. DELEGATION AND ASSIGNMENT This is a professional services contract with Consultant and, therefore, Consultant shall not delegate or assign his duties under this Agreement without the prior written consent of Client. Subject to the foregoing, the terms, covenants and conditions of this Agreement shall be binding on the successors and assigns of either party. NOTICES Any notice, demand or communication which either party may desire or be required to give to the other party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally or sent by certified first class US mail, postage prepaid, addressed as follows: Eagle County: Mr. Jack Ingstad Eagle County Administrator 500 Broadway P.O. Box 850 Eagle CO 81631 Phone (970) 328-8604 Fax (970) 328-8629 Consultant: Kent Myers Airplanners LLC P.O. Box 1134 Avon, CO 81620 kent@airplanners.net Phone: 970-845-1146 Fax; 970 845 0150 Cell: 970-390-7207 3 ~~ M • Either party has the right to designate in writing, served as provided above, a different address to which any notice, demand or communication is to be mailed. INDEPENDENT CONTRACTOR (a) In carrying out its obligations and activities under this Agreement, Consultant is acting as an independent consultant and not as an agent, partner, joint venture or employee of Client. The parties agree that one of the Services provided by Consultant is to negotiate contracts. Consultant shall not have the authority to bind client or enter into any contracts on client's behalf. Consultant does not have any authority to bind Client in any manner. (b) CONSULTANT ACKNOWLEDGES AND AGREES THAT CONSULTANT IS NOT ENTITLED TO: (i) UNEMPLOYMENT INSURANCE BENEFITS; OR (ii) WORKERS COMPENSATION COVERAGE, FROM CLIENT. FURTHER, CONSULTANT IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS PAID IT RELATED TO THE SERVICES. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements, proposals, negotiations and representations pertaining to the obligations to be performed hereunder. CONFIDENTIALITY (a) During the Term of this Agreement and thereafter, Consultant shall hold in trust and confidence confidential information, which includes, but is not limited to, financial, technical and other business information relating to Client products, services or inventions, reseazch and development, employee skills and salaries, customers, marketing and current and future business plans. MISCELLANEOUS (a) SEVERABILITY. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. (b) AMENDMENT. No amendment, alteration, modification of or addition to this Agreement shall be valid or binding unless expressed in writing and signed by the parties to be bound thereby. 4 • CONSULTANT: B3 AIRPLANNERS, LLC • EXHIBIT A • (Attached to and forming a party of the Consulting Agreement by and between Eagle County, and Airplanners LLC, dated April _, 2003) SERVICES TO BE PROVIDED Scope of Services Air Service Develoument and Manaeement ^ Goals ^ Develop a summer air program from one or more of the following mazkets -Dallas, Houston, and Chicago. ^ Increase the jet service from Denver. ^ Services ^ Negotiate minimum revenue guazantee (MRG) contracts that include financial caps with the airlines. ^ Develop a strategy for airline selection and type of aircraft. ^ Develop airline reports that focus on load factors, revenue/yield management, retail tickets, and the origination and destination stats. All of these reports are integral to the overall success of airline service and contract. Marketing Services ^ Develop and coordinate a mazketing plan for the air program to include: ^ Investigate and coordinate alliance opportunities with major lodging, property management companies, chamber of commerce, tourism boazds, real estate companies, business organization and airlines. ^ Develop a time line. ^ Mazketing plan in the communities and region, to include consideration of Summit County. 7 ^ Aid in coordination of the mazketing plan with the community, local businesses, lodging organizations, schools, business organizations, transportation companies, and the chamber of commerce. ^ Develop acommunity/committee communication system. Lo~isstics ^ Schedule monthly meetings with the air service mazketing committee to create a mazketing plan with strategies and time line. ^ Booking reports, trends, faze changes, and seat allocations reports will be distributed weekly. Services needed beyond the scone of this proposal Items listed below are services not included in this proposal Airplanners can advise. ^ Fund raising, budgeting, and accounting. ^ Execution of the mazketing plan o Sales o Public Relations o Advertising o Alliance coordination o Special Promotions 8 • • ATTORNEYS'FEES If any party hereto shall bring any suit or action against another for relief, declazatory or otherwise, arising out of this Agreement, the prevailing party shall have and recover against the other party costs and reasonable attorneys fees. GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Exclusive jurisdiction and venue for any legal proceedings related to this Agreement shall be in the state District Court governing Eagle, Colorado. COUNTERPARTS; FACSIMILE TRANSMISSION This Agreement may be executed by facsimile and/or in any number of counterparts, any or all of which my contain the signatures of less than all the parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All facsimile or email counterparts shall be promptly followed with delivery of original executed counterparts. APPROPRIATION Notwithstanding anything to the contrary contained in this Agreement, Client shall have no obligations under this Agreement, nor shall any payment be made to Consultant for any period after December 31 of each calendaz yeaz during the term of this Agreement, without an appropriation by Client in accordance with a budget adopted by the Boazd of County Commissioners in compliance with applicable law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below to be effective as set forth in the Agreement. CLIENT: of ~G~~ v ®~ ATTEST: c°toe~~® ;,~~~ ~~G~p~ ~ Clerk to the Board of County' ~ Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Michael L. Gallagher, 5