HomeMy WebLinkAboutC13-078 Campbell-Hill Aviation Group, LLC CONSULTING AGREEMENT BETWEEN
EAGLE COUNTY AND CAMPBELL -HILL AVIATION GROUP, LLC
This Consulting Agreement ( "Agreement ") dated as of this IV day of kbY LY 1 , 2013, is
between the County of Eagle, State of Colorado, a body corporate and politic, by and through its
Board of County Commissioners ( "County "), and Campbell -Hill Aviation Group LLC, a
consulting firm with its principal place of business at 700 North Fairfax Street, Alexandria, VA
22314 ( "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 has the experience and knowledge in the subject
matter necessary to carry out the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services
outlined in Section 1.1 hereunder; and
WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the services and related terms and
conditions to govern the relationship between Consultant and County in connection with the
services.
NOW, 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:
1. Services Provided:
1.1 The Consultant will provide the consulting services as more particularly set forth in the
Statement of Work, Schedule and Budget attached hereto as Exhibit "A," and incorporated herein
by this reference (hereinafter called "Services" or "Consulting Services "). The Consulting
Services are generally described as air service development for the Eagle County Regional
Airport located in Gypsum, Colorado ( "EGE "). To the extent the terms and conditions of this
Agreement may conflict with Exhibit "A," the terms and conditions of this Agreement shall
control. If no completion date is specified in Exhibit A, Consultant agrees to furnish the
Consulting Services in a timely and expeditious manner consistent with the applicable
professional standards of care.
1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements
with third parties that will conflict in any manner with the Consulting Services.
1.3 Consultant 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.
Consultant has also represented that Kevin J. Schorr will be Consultant's authorized
representative under this Agreement and will provide the bulk of the consulting services.
015 -oV
2. Term of Agreement:
2.1 This Agreement shall commence upon execution of this Agreement by both parties and,
subject to the provisions of Section 2.2 hereof, shall continue in full force and effect for a period
of one year. The Agreement may be extended for up to four additional one -year terms as may be
mutually agreed between the parties in writing.
2.2 This Agreement may be terminated by either party for any other reason at any time, with
or without cause, and without penalty whatsoever therefore.
2.3 In the event of any early termination of this Agreement Consultant shall be compensated
for Consulting Services then satisfactorily completed, plus approved expenses.
3. Independent Contractor:
3.1 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 or any of Consultant's
principles or employees an agent, employee, partner or representative of County.
3.2 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 liability, unemployment and workman's compensation
insurance on its behalf, as necessary.
4. Compensation:
4.1 For the Consulting Services provided hereunder, County shall pay the Consultant on an
hourly basis in accordance with the rates identified in Exhibit "A." County will also reimburse
Consultant, in accordance with the Eagle County Business Expense Reimbursement Policy, for
pre- approved, reasonable out -of- pocket expenses incurred by the Consultant in performance
under this Agreement including travel expenses, lodging and meals. Payment will be made
within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting
Consulting Services performed and expenses incurred during the prior month. The invoice shall
include a detailed description of services performed, including hours worked and deliverables
provided. Upon request, Consultant shall provide County with such other supporting
information as County may request. The maximum amount of compensation allowed under this
Agreement for the first term, including reimbursable expenses, is fifty thousand dollars
($50,000).
4.2 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 of this Agreement.
4.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Consultant in
respect of any period after December 31 during any term of this Agreement without an
appropriation therefore by County in accordance with a budget adopted by the Board of County
Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the
Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment
(Colorado Constitution, Article X, Sec. 20).
4.4 The signatories to this Agreement aver to their knowledge, no employee of the County
has any personal or beneficial interest whatsoever in the service or property described in this
Agreement. The Consultant has no interest and shall not acquire any interest, direct or indirect,
that would conflict in any matter or degree with the performance of Consultant's services and
Consultant shall not employ any person having such known interests.
5. Ownership of Documents:
All documents (including electronic files) which are obtained during or prepared in the
performance of the Services shall remain the property of the County. Consultant will promptly
furnish and disclose to County all documents (including electronic files) materials, ideas,
designs, techniques, inventions, discoveries, improvements, information, creative works, and any
other works discovered, prepared or developed (either partially or wholly) by or for Consultant
in the course of or resulting from the provision of Services under this Agreement (collectively
with any works, information or other items delivered to Consultant and all intellectual property
rights and applications relating to any of the foregoing, the "Work Product ") upon request by the
County and before final payment will be made. All right, title and interest in the Work Product,
other than Prior Works, vests in County and is deemed to be a work made for hire; and, to the
extent it is not considered a work made for hire, Consultant hereby assigns (and to the extent
necessary, has caused its employees, contractors and others to assign) to County all right, title
and interest in and to the Work Product.)
6. Indemnification:
Consultant shall indemnify and hold harmless County and any of its officers, agents and
employees against any losses, claims, damages or liabilities for which County or any of its
officers, agents, or employees may become subject to, insofar as any such losses, claims,
damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any
performance or nonperformance by Consultant or any of its subcontractors hereunder; and
Consultant shall reimburse County for any and all attorney fees and costs, legal and other
expenses incurred by County in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnification shall not apply to claims by third parties
against the County to the extent that the County is solely liable to such third party for such
claims without regard to the involvement of Consultant.
7. Consultant's Professional Level of Care:
Consultant shall be responsible for the completeness and accuracy of the Consulting Services,
including all supporting data and other documents prepared or compiled in performance of the
Services, and shall correct, at its sole expense, all significant errors and omissions therein. The
fact that the County has accepted or approved the Consulting Services shall not relieve
Consultant of any of its responsibilities. 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, in this area at this time.
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 under the Agreement.
9. Notices:
9.1 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) Greg Phillips, A.A.E.
Aviation Director
Eagle County Regional Airport
P.O. Box 850
Eagle, CO 81631
(970) 328 -2687 (fax)
(b) Campbell -Hill Aviation Group, LLC
Attention: Kevin Schorr
700 North Fairfax Street, Suite 300
Alexandria, VA 22314
(703) 229 -4307 (fax)
9.2 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 after transmission, provided that a paper copy is mailed the same date; or three days
after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal
Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado
and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in
the Fifth Judicial District for the State of Colorado.
10.2 The Consultant and County acknowledge that, during the term of this Agreement and in
the course of the Consultant rendering the Consulting Services, the Consultant may acquire
knowledge of the business operations of County to the point that the general method of doing
business, the pricing of products the lists of customers and other aspects of the business affairs of
not will become generally known and the Consultant shall a ofd isclose use, p ublish or
otherwise reveal, either directly or through another, to any person, firm or corporation, any
knowledge, information or facts concerning any of the past or then business operations, pricing
or sales data of County and shall retain all knowledge and information which he has acquired as
the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its
successors and assigns during the term of this Agreement and for a period of five (5) years
following the termination of this Agreement.
11. Provision Mandated by C.R.S. $ 8- 17.5 -101: PROHIBITIONS ON PUBLIC
CONTRACT FOR SERVICES
If Contractor /Consultant has any employees or subcontractors, Contractor /Consultant shall
comply with C.R.S. § 8 -17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for
Services, and this Contract. By execution of this Contract, Contractor /Consultant certifies that it
does not knowingly employ or contract with an illegal alien who will perform under this
Contract and that Contractor /Consultant 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.
11.1 Contractor /Consultant shall not:
A. Knowingly employ or contract with an illegal alien to perform work under this contract
for services; or
B. Enter into a contract with a subcontractor that fails to certify to the Contractor /Consultant
that the subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under the public contract for services.
11.2 Contractor /Consultant 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.gov /xprevprot /programs /gc 1185221678150.shtm
11.3 The Contractor /Consultant shall not use either the E- verify program or other Department
Program procedures to undertake pre - employment screening of job applicants while the public
contract for services is being performed.
11.4 If the Contractor /Consultant obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts with an illegal alien,
the Contractor /Consultant shall be required to:
A. Notify the subcontractor and the County within three days that the Contractor /Consultant
has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and
B. 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 /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 with an
illegal alien.
11.5 The Contractor /Consultant 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. § 8- 17.5 - 102(5).
11.6 If a Contractor /Consultant 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 /Consultant shall be liable for actual and
consequential damages to the County as required by law.
11.7 The County will notify the office of the Colorado Secretary of State if
Contractor /Consultant violates this provision of this Contract and the County terminates the
Contract for such breach.
12. Miscellaneous:
12.1 This Agreement constitutes the entire Agreement between the parties related to its subject
matter. It supersedes all prior proposals, agreements and understandings.
12.2 This Agreement is personal to the Consultant and may not be assigned by Consultant.
12.3 This Agreement dues 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
or the breach thereof
12.4 The Aviation Director, or his designee, shall be County's contact with respect to this
Agreement and the performance of the Consulting Services.
12.5 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.
•
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, by and throug its Board of
Coun• ommissioners .I
By:
y: II
Jo 6 vney, Chan
ATTEST: Yoll % �
cot , mo o
Teak J. Simonton,
Clerk to the Board of Co issioners
CAMPBELL -HILL AVIATION GROUP, LLC
By: r^ • UT\A,
Kevin J. Schorr
Vice President
CRYSTAL FOSTER
STATE OF: \I(Vr6c1r\ e . ) NOTARY PUBLIC
COMMONWEALTH OF VIRGINIA
) SS. MY COMMISSION EXPIRES MAR. 31, 2018
COUNTY OF �1 ,A(Q.,0.146(44a COMMISSION a 7528041
The foregoing instrument was acknowledged before me by Ke J fl 1- 1 YV, this _ day
of ( \akk(t,.,' , 2013.
My commission expires: I MD.,Ya/N L,
CAlhq/S fat-kir
Notaryblic
(1 Campbell-Hill Campbell -Hill Aviation Group, LLC
P 700 North Fairfax Street, Suite 300
Aviation Group, LLC Alexandria, Virginia 22314
P: 703 - 229 -4304 • F: 703 - 229 -4307
campbell- hill @av- econ.com
ATTACHMENT A
STATEMENT OF WORK, SCHEDULE AND BUDGET
A. Project Tasks
Task 1: Kick -off Meeting
Campbell -Hill will attend a kick -off meeting with EGE to include representatives from the
Airport and key stakeholders to include, at a minimum, Vail Valley Partnership, Vail Resorts and
the Eagle Air Alliance. Discussion topics potentially to include:
• Review of current and past air service — successes and failures
• Evolution of air service at EGE and other ski destination airports
• Understand how EGE compares to other ski destination airports in terms of destination
market, funding for air service, aircraft operational constraints, air service
successes /failures
• Understand how air service development has been approached in the past
• Discuss any pending air service development issues or pursuits
• Introduction to and understanding of the key stakeholders involved in EGE air service
development efforts
• Discussion of data available from stakeholders in terms of inbound visitation, second
home ownership, leakage to DEN or other airports
• Understand aircraft operational limitations at EGE
• Airport tour and overview or tour of catchment area
Data sources identified during the initial visit will become vital input for Task 2.
A -1
Budget: $5,000 -8,500 plus travel costs
Timeline: within 60 days of contract execution
Task 2: EGE Market Analysis and Air Service Diagnostic
This task will produce a PowerPoint or text based document (at EGE's direction) that includes
the following:
• Review of current service at EGE
o Load factors and change year- over -year
o Onboard composition — local v. connect passengers and onboard fares
o Utilization rate for nonstop service
o Benchmarks to similar routes to other ski destinations
• Analysis of current EGE schedule
o Year- over -year comparison
o Seat capacity history
o Benchmark schedule changes to other ski destinations
• Review of O &D passenger data
o O &D passenger, fare and revenue history
o Top domestic O &D markets by season
o Identification of top O &D markets without nonstop service
• Review and analysis of ski area, hotelier and /or other stakeholder data
o Identification of top domestic passenger source markets
o Comparison of stakeholder data to O &D passenger data to identify underserved
markets, opportunities for new nonstop service and estimate passenger diversion
or leakage to alternate airports (i.e., ASE or DEN)
• Identification of opportunities for new and /or improved air service, including:
o Specific route
A -2
o Potential carrier
o Specific aircraft type
o Weekly frequencies
o Order of priority
• International air service
o Review top O &D markets by season
o Review and incorporation of data from both Vail Resorts and the Aspen Skiing
Company
o Identification of top international passenger source markets from non - aviation
data sources
o Identification of opportunities for new international air service
o Discussion of regulatory implications of candidate international service (i.e.,
Open Skies, bilateral agreements)
The results of this task will be delivered to the Airport, County and/or selected community
stakeholders during subsequent on -site meeting.
Budget: not to exceed $35,000 plus travel costs
Timeline: within 120 days of kick -off meeting pending timely fulfillment of data requests
Task 3: Airline Business Case Evaluation and Route Forecasts
Based on the results of Task 2, discussions with the Airport and community stakeholders and
airline interest, certain new air service opportunities will be further analyze and researched. A
more comprehensive business case will be developed and route forecast will be produced for
presentation to candidate airlines. The route forecast(s) will include a specific schedule and
aircraft type, routing, identification of connecting markets, QSI -based calculation of share in
local and connecting markets, onboard load factor and projected onboard revenue.
A -3
Task 4: Ad -hoc Research and Analysis
Campbell -Hill will respond to Airport requests for ad -hoc air service related research and
analysis. Potential services could include, but are not limited to:
• Schedules analysis and benchmarking
• Load factor reports
• O &D passenger reports
• Talking/bullet points for community speeches, presentations or press releases
• Route or service maps for internal Airport use
• Application to DOT Small Community Air Service Development Program (SCASDP)
• Discussion of industry developments and potential impact at EGE (e.g., airline mergers,
fleet acquisitions or retirements, bilateral or open skies discussions, etc.)
• Air service related presentations at Airport, County or community meetings
• Any additional services or data requests not identified in Tasks 1 -3
B. Project Cost
All ro'ect costs are based on our current hourly rates as shown below.
p J Y
Staff Title Rate
Brian M. Campbell Chairman $320
Dean B. Hill President $320
Kevin P. Healy Sr. Vice President $320
Rex J. Edwards Vice President $260
James I. Lundy Vice President $260
Eric Ford Vice President $260
Kevin Schorr Vice President $260
Todd Schroder Research Director $200
Katie B. Niehaus Research Manager $185
A -4
Ben Lewis Research Manager $185
Brooks Hill Senior Analyst $185
Marion Chenkin Clerical $65
Campbell -Hill invoices for out -of- pocket expenses at our cost. This would include such items as
travel, data access, shipping and incidentals and we strive to keep these costs as low as possible.
A -5
