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Home My WebLink AboutC10-197 Leibowitz & Horton Consulting Agreement'-,~ CONSULTING AGREEMENT Eagle County Regional Airport International Clearance Facility Business Plan This Consulting Agreement ("Agreement") dated as of thid y ofzoio, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Leibowitz & Horton, Airport Management Consultants Incorporated, with a mailing address of 3i Blue Heron Drive Greenwood Village, CO 8oizi ("Consultant"). WHEREAS, the County is in need of a company to provide the services outlined in Section 1.1 hereunder; and WHEREAS, Consultant has represented that it, along with sub-consultants, has the experience and knowledge in the subject matter necessary to carry out the services outline in Section i.l hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outlined in Section i.i hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope ofthe responsibilities ofthe Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. Agreement Therefore, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: i. Services Provided; i.i The Consultant will provide the consulting services as more particularly set forth in the attached Exhibit "A", (hereinafter called "Consulting Services"). The Consulting Services are generally described as providing business planning services for a potential International Clearance facility (International Terminal) at the Eagle County Regional Airport. To the extent the terms and conditions ofthis agreement may conflict with Exhibit "A", the terms and conditions of this agreement shall control. i.~ The Consultant agrees that Consultant will not enter into sub-consulting agreements with third parties that will conflict in any manner with the Consulting Services. i.3 Consultant along with the sub-consultants has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. i.4 The Consultant will establish the prime contract with the County and will agree to share with the County Sub- ConsultantAgreements that are established in the future. Term of Agreement: z.i This Agreement shall commence on execution and, subject to the provisions of Section z.z hereof, shall continue in full force and effect for a period of izo days, commencing with the effective date ofthis Agreement. This Agreement maybe extended beyond the time referred to in this Section z.s on terms and conditions as maybe mutually agreed between the parties hereto in writing. z.z This Agreement may be terminated, in whole or in part, wheneverfor any reason termination is in the best interest of either party. Termination of Consulting Services hereunder shall be affected by delivery of a Notice of ~~o-~~~ Termination specifying the extent to which performance of Consulting Services underthis Agreement is terminated and the date upon which such termination becomes effective. Consultant shall submit its termination invoice for Consulting Services performed to the date of termination, plus expenses incurred, to County promptly after delivery of a Notice of Termination, but in no event later than one (1) month from the effective date thereof. In the event of any termination for convenience by the County, Consultant shall be entitled to payment for all Consulting Services performed to the date of termination plus expenses actually incurred. 3. Independent Contractor: 3.i With respect to the provision of the Consulting Services hereunder. Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. 3.z The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 3.3 The Consultant will maintain general liability, unemployment and workman's compensation insurance onhis/her behalf, as necessary. 4. Remuneration: 4.i For the Consulting Services provided hereunder, County shall pay to the Consultant a fee of $z5,ooo~See Exhibit A). Fees will be paid within thirty (30) days of receipt of proper and accurate invoice from Consultant or its sub- consultants respecting Consulting Services. The invoice shall include a description of services performed. Upon request, Consultant shall provide County with such other supporting information as County may request. Upon payment by the County, Consultant will then paythesnb-consultants promptly invoices due. 4.z County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms ofthis Agreement. 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with Article i5, Title 30 of the Colorado Revised Statues, the Local Government Budget Law at C.R.S. §zg-z-ioi et. seq., and the TABOR amendment at Colorado Constitution, Article X, Sec. zo. 5. Ownership of Documents: All documents (excluding proprietary electronic files) which are obtained during or prepared in the performance of the Consulting Services shall remain the property ofthe County and are to be delivered to County before final payment is made to Consultant or upon earlier termination of this Agreement. 6. Indemnification: 6.i Intentionally left blank. 7. Consultant's Professional Level of Care: 7.i Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, of this type, at this time. 7.i Consultant shall be entitled to rely upon the information supplied to it by the County, Vail Valley Jet Center and the County's consultants and to assume that for all purposes that such information is technically accurate, professionally competent and appropriate for incorporation into the work performed under this Agreement. 8. No Assignment: The parties to this Agreement recognize that the Consulting Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the professional services and reputation of Consultant and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility underthe Agreement. Notices: g.s Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Eagle County Airport Director Attn: Ovid Seifers 50o Broadway PO Box 850 Eagle, CO 8i63i Phone: 97o-3z8-z68o Fax: 97o-3z8-2687 with a copy to: Eagle County Attorney's Office 50o Broadway PO Box 850 Eagle, CO 81631 (b) Leibowitz and Horton, Inc. 3i Blue Heron Drive Greenwood Village, CO 8ozoi Phone: 303-773-6761 Fax: 303-773-67og 9.z Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day transmission, provided that a paper copy is mailed the same date; or three days afterthe date of deposit, first class postage prepaid, in an ofFicial depository ofthe U.S. Postal Service. io. Jurisdiction: io.i This Agreement shall be interpreted in accordance with the laws ofthe State of Colorado and the parties hereby agree to submit to thejurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. ii. Miscellaneous: ss.i This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. si.z This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein orthe breach thereof. ii.3 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. iz. Provision Mandated by C.R.S. § 8-s7.5-ioi et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: iz.s If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-ioi, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. iz.z Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work underthis contract for services; or (ii) 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 the public contract for services. sz.3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http:((www.dhs. ovlxprevprot/programs/gc ii85zn6~815o.shtm iz.c, The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed. sz.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the 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 subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor 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 with an illegal alien. sz.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C,R.S. § iz.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required bylaw. iz.8 The County will notify the ofFice of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: GLE ~~~ COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS ~ .. Clerk to the Board f c~teR~~ County Commissioners STATE OF COLORADO) By: Sara J. Fishe ,Chairman Leibowitz & Horton, Inc B : ~ ~~~~~ Y Steve Horton ss. COUNTY OF ~nr...~./k'~„~C~~oC(~ The fore oing instrument was acknowledged before me this _~ day of ~(nn¢, ~ zoio, by Steve Horton as QI KL (r~~~-- of Leibowitz & Horton, Inc. Witness my hand and official seal. My Commission expires: i0 ~3 \\~ Notary Public WOOJAE KIM Notary Public State of Colorado Exhibit A -Consulting Services 1 % Leibowitz&Horton ,~ /' Airport Management Consultants Incorporated May 4, 2010 Chris Anderson Airport Administration Manager Eagle County Regional Airport 219 Eldon Wilson Road Gypsum, Colorado 81637 Dear Mr. Anderson: 31 Blur Hcron Drive Grcenwood Ytllage, Colorado $0121 (303) 773.6761 ~ Fax (303) 773-b709 Thank you for the opportunity to propose our financial services to assist the Eagle County Regional Airport (EGE) and the Vail Valley Jet Center (VVJC) in preparing a Financial Plan for development and operation of an International Terminal within existing VVJC facilities. We understand that passenger arrivals would be handled at the International Terminal while departures would be processed at the existing Eagle County Air Terminal (ECAT). Our analyses and review meetings for the project will be conducted in coordination with both Eagle County and VVJC staff who comprise the project team. This letter presents our understanding of the project objectives and the approach, time frame and fee estimate that we propose for conducting this analysis. Objectives We understand the overall objective for this project is to prepare afive-year financial plan which provides an evaluation of the projected financial reasonableness and profitability of the project. This objective includes considering the capability to fund project capital expenditures, fund start- up marketing/promotion expenses and generate sufficient revenues to cover operating expenses as well as a reasonable investment return while maintaining airline rates & charges at economically feasible levels. Approach Our approach for this project includes gathering an inventory of financial information needed to conduct the evaluation, preparing preliminary financial plans for review with the project team and preparing a final detailed financial plan. The product of our analysis for this project will include detailed financial projection tables and a limited narrative that will primarily consist of assumption documentation. Key tasks to be conducted for the project will include: • Request data/documentation from VVJC that includes: •• Boyd Group International Traffic Potential report (already received) •• Full-scale preliminary building design drawings from Menendez Architects •• Preliminary construction cost estimate (already received) •• Data collected from other airports by VVJC regarding international fees charged, staff levels used and operating expenses incurred Leibowitz & Horton AMC - 1 - May 2010 Eagle County Regional Airport/WJC Financial Plan •• Cost expenditures and staffing levels required by federal international regulators that have been gathered by VVJC •• Any other planning analyses and documents that have been gathered or prepared by VVJC regarding capital costs, potential fee levels and operating expenses • Conduct telephone interviews with project team participation with: •• Boyd Group to gain a better understanding of their market study results •• Menedez Architects to gain a better understanding of the preliminary building plans •• Potential construction contractor to gain a better understanding of their capital cost estimate and anticipated construction schedule •• Vail Resorts to gain an understanding of potential marketing activities, marketing costs (start-up and continuing) and the potential need for airline revenue guarantees. • Survey a selected number of airports that have international Federal Inspection Station (FIS) operations to assess fee levels that are customary as well as their capital and processing cost experience. • Analyze potential fees and rental charges related to International Terminal operations, airlines' use and occupancy of ECAT facilities for passenger departure and the airlines' use of the EGE airfield. • Discuss with the project team preliminary findings and analysis regarding review of collected data. • Prepare preliminary financial plan that includes: •• Capital cost and implementation schedule •• Capital funding analysis •• Debt service requirements, if applicable •• Passenger traffic projection which relies on the Boyd Group market study •• Operating expense projection •• Operating revenue projection •• Airline cost per enplaned passenger calculation •• Cash flow projection. Conduct a workshop with the project team to review the preliminary financial plan and identify appropriate revisions. Leibowitz & Horton AMC - 2 - May 2010 Eagle County_ Regional Airport/VVJC Financial Plan • Revise the financial plan into final form and document projection assumptions. • Conduct a review of the Financial Plan and assumption documentation with the project team. Conduct a presentation for Eagle County and VVJC officials to review final results of the analysis. Time Frame We estimate the Financial Plan project could begin as soon as we receive the items listed in our data request and will require a time frame of six to eight weeks for completion. Fee Estimate Our proposed fee for this project is $25,000 including actual expenses for travel and other out- of-pocket expenses such as reproduction costs, telephone, fax and overnight express charges. Our services will be billed monthly to the County on a percentage completion basis. We appreciate the opportunity to work with County staff and Paul Gordon on this important project for the Eagle County Regional Airport and the Vail Valley Jet Center. Please note that the results of this analysis will not be appropriate in support of any debt issued to finance the project. However, additional services not within the scope of this proposal can be provided to support such a purpose. Should you have any questions or need additional clarification of any element of our proposal, please contact us to discuss them further. Very truly, ~~ Stephen B. Horton cc: Keith Montag, County Manager Bryan Treu, County Attorney Paul Gordon, President -Vail Valley Jet Center Leibowitz & Horton AMC - 3 - May 2010