HomeMy WebLinkAboutDERISO CONSULTING GROUPOUTSOURCING CONSULTING AGREEMENT WITH
DERISO CONSULTING GROUP
FOR THE AUGUSTA REGIONAL AIRPORT
This Agreement made and entered into thij/� _day of 2009 by and
between AUGUSTA RICHMOND COUNTY, GEORGIA, apolitical subdivision of the State
of Georgia, acting through the AUGUSTA AVIATION COMMISSION whose address is 1501
Aviation Way, Augusta Regional Airport at Bush Field, Augusta, Georgia 30906 -9600,
hereinafter referred to as the AIRPORT, and DERISO CONSULTING GROUP, hereinafter
referred to as the CONSULTANT.
WHEREAS, the Augusta Aviation Commission (AAC), which operates Auger
Regional Airport at Bush Field, desired to retain the services of a consultant to provide direction
and recommendations for the AIRPORT and the Aviation Commission regarding the outsourcing
of the custodial services function for the new airline terminal and its auxiliary building, including
the Aviation Services FBO, Hangars 1 &2, Command Center and Contract Operations; and
WHEREAS, the mission of the AIRPORT is to serve as the commercial service airport
for Augusta and the Central Savannah River Area providing a customer friendly transportation
experience. The AIRPORT also facilitates and supports the growth of related industry to
strengthen the economic base located at the AIRPORT; and
WHEREAS, the CONSULTANT previously completed a study of the Custodial
Services at the Airport; and
WHEREAS, the AIRPORT determined that it would undertake to outsource the
Custodial Services at the AIRPORT with the assistance and guidance of a qualified, objective
consultant; and
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WHEREAS, the CONSULTANT has represented to the AIRPORT that it has over
fifteen years of experience in providing similar custodial consulting services in the United States
and world -wide and the CONSULTANT has submitted a Letter Proposal dated October 16, 2009
describing the Outsourcing Consulting Services; and
WHEREAS, the Augusta Aviation Commission approved the solicitation of these
services as described for the Augusta Regional Airport (hereinafter AIRPORT).
STATEMENT OF CONSIDERATION
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CONSULTANT and the AIRPORT, intending to
be legally bound, do hereby covenant and agree as follows:
SECTION I: SCOPE OF SERVICES TO BE PROVIDED
The Letter Proposal dated October 16, 2009 submitted by CONSULTANT to the AIRPORT
Custodial Services is hereby incorporated by reference into this Agreement as if fully set forth
herein. The CONSULTANT will provide the services described herein:
1.1 Meet with the appropriate Augusta Richmond County management personnel to
define the paradigm for and develop a strategy to outsource the Custodial Services unit through
an approved solicitation method of either a bid or a Request for Proposal (RFP) process.
1.2 Develop a solicitation document for submission to the Department of Procurement for
the distribution to prospective vendors.
1.3 Review the responses to the solicitation in conjunction with the appropriate Airport
staff and recommend a list of vendors to participate in the RFP process.
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1.4 Develop and provide various documents to facilitate the procurement process, including
General Conditions, Statement of Work, Performance Standards, Technical Proposal, and Cost
Proposal, or bid documents and to develop the Form of Contract.
1.5 Participate in an on -site Pre - proposal or pre -bid Conference.
1.6 Analyze, evaluate and rank the received Proposals or bids with the appropriate
Airport staff and prepare a recommended "short list" of vendors. Assist in conducting interviews
with the selected vendors.
1.7 The number of days on -site by the Consultant is limited to four (4).
SECTION II. GENERAL CONDITIONS
2.1. TERM: The initial term of this Agreement will commence upon the date of
execution and will continue in effect for a period of one (1) year.
2.2. TERMINATION: The AIRPORT may cancel this Agreement any time for breach of
contractual obligations by providing written notice of such cancellation. Should the AIRPORT
exercise its right to cancel the Agreement for such reasons, the cancellation shall become
effective on the date as specified in the notice of cancellation. Furthermore, the AIRPORT may
terminate this agreement at any time upon the giving of written notice as follows:
a) In the event that the CONSULTANT fails to discharge any obligations or
remedy any default or breach under this agreement for a period continuing more
than ten (10) days after the providing written notice specifying such failure or
default and that such failure or default continues to exist as of the date upon
which such notice so terminating this agreement is given; or
b) In the event that the CONSULTANT makes an assignment for the benefit of
creditors, or commences or has commenced against it any proceeding in
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bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of
debtor's moratorium; or
c) In the event that appropriate and otherwise unobligated funds are no longer
available to satisfy the obligations of the AIRPORT.
2.3. BASIC DATA PROVIDED BY THE AIRPORT: The AIRPORT will assist the
CONSULTANT in obtaining such data and information as are needed and available.
2.4. AIRPORT REPRESENTATIVE: To expedite the otidertaking of services performed
under this Agreement and to permit the coordination of materials, commitments, and
correspondence, the AIRPORT will designate a specific staff member as its representative to
whom all correspondence, materials, and requests for conferences and information will be
directed. The AIRPORT designates the Airport Director as its representative to whom all
correspondence should be directed.
SECTION III: CONSIDERATION/FEES
3.1. The fixed fee, including all travel, living, and clerical expenses to be paid to
CONSULTANT for services under this Agreement will be FOUR THOUSAND NINE
HUNDRED AND FIFTY DOLLARS ($4,950.00).
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SECTION IV: REPRESENTATIONS AND WARRANTIES OF CONSULTANT
CONSULTANT hereby represents and warrants to the AIRPORT as follows:
4.1 EXISTENCE AND POWERS: CONSULTANT is a sole proprietorship duly
organized and validly existing under the laws of Georgia and is duly qualified to do business in
the State of Georgia, with full power, authority and legal right to enter into and perform its
obligations under this Agreement.
4.2. DUE AUTHORIZATION AND BINDING OBLIGATION: This Agreement has
been duly authorized, executed and delivered by CONSULTANT and constitutes a legal, valid
and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance
with its terms, except to the extent its enforceability may be limited by (i) applicable bankruptcy,
reorganization, moratorium or similar laws affecting enforcement of creditors' rights or remedies
generally, (ii) general equitable principles concerning remedies, and (iii) limitations on the
enforceability of rights to indemnification by federal or State laws or regulations or public
policy.
4.3. NO CONFLICT: To its knowledge, neither the execution nor delivery of this
Agreement by CONSULTANT, nor the performance by CONSULTANT of its obligations
hereunder (i) conflicts with, violates or results in a material breach of any law or governmental
regulation applicable to CONSULTANT, (ii) conflicts with, violates or results in a material
breach of any term or condition of any order, judgment or decree, or any contract, agreement or
instrument, to which CONSULTANT is a party or by which CONSULTANT or any of its
properties or assets are bound, or constitutes a material default under any of the foregoing, or (iii)
constitutes a default under or results in the creation of, any lien, charge, encumbrance or security
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interest upon any assets of CONSULTANT under any agreement or instrument to which
CONSULTANT is a party or by which CONSULTANT or its assets may be bound or affected.
4.4. NO APPROVALS REQUIRED: No approval, authorization, order or consent of, or
declaration, registration or filing with, any Governmental Authority is required for the valid
execution and delivery of this Agreement by CONSULTANT or the performance of its
obligations hereunder, except such as have been duly obtained or made.
4.5. FINANCIAL CONDITION: There has been no material adverse change in the
financial condition of CONSULTANT that would impair the ability of CONSULTANT to
perform its obligations under this Agreement.
4.6. NO COLLUSION: CONSULTANT'S proposal is genuine and not collusive or a
sham. CONSULTANT has not colluded, conspired, connived or agreed, directly or indirectly,
with any other person, to put in a sham proposal, or to refrain from proposing, and has not in any
manner, directly or indirectly, sought, by agreement, collusion, communication or conference
with any person, to fix the prices of CONSULTANT'S proposal or the proposals of any other
person or to secure any advantage against any person interested in this Agreement.
4.7. INFORMATION SUPPLIED BY CONSULTANT: The information supplied and
representations and warranties made by CONSULTANT are true, correct and complete in all
material respects. CONSULTANT'S letter proposal does not contain, and shall not contain, any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or
necessary in order to make the statements therein not misleading.
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4.8. ETHICS, GRATUITIES AND KICKBACKS: Neither CONSULTANT, any
subsidiary, or any agent or other representative of CONSULTANT has given or agreed to give,
any employee or former employee of the AIRPORT or any other person, a gratuity or an offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation or any part of a procurement requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering of advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for ruling,
determination, claim or controversy, or other particular matter pertaining to any procurement
requirement or a contract or subcontract, or to any solicitation or proposal for a contract or
subcontract. Notwithstanding any other provision hereof, for the breach or violation of this
representation and warranty and upon a finding after notice and hearing, the AIRPORT may
terminate this Agreement.
4.9. CONTINGENT FEES: CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working for CONSULTANT, to solicit or
secure this Agreement; and CONSULTANT has not paid or agreed to pay any company,
association, corporation, firm or person, other than a bona fide employee working for the
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement. For the breach or violation of
this representation and warranty and upon a finding after notice and hearing, the COUNTY may
terminate this Agreement and, at its discretion, may deduct from fees or otherwise recover, the
full amount of any such fee, commission, percentage, gift or consideration.
SECTION V: MISCELLANEOUS PROVISIONS
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5.8. NO THIRD PARTY BENEFICIARY: This Agreement is intended to be solely for
the benefit of CONSULTANT and the AIRPORT and their respective successors and permitted
assigns and is not intended to and shall not confer any rights or benefits on any Person not a
signatory hereto.
5.9. AIRPORT APPROVALS AND CONSENTS: When this Agreement shall require
any approval or consent by the AIRPORT to a CONSULTANT submission, request or report,
the approval or consent shall be given by the AIRPORT'S Authorized Representative in writing
and such writing shall be conclusive evidence of such approval or consent, subject only to
compliance by the AIRPORT with the applicable law that generally governs its affairs. Unless
expressly stated otherwise in this Agreement, and except for requests, reports and submittals
made by the CONSULTANT that do not, by their terms or the terms of this Agreement, require a
response or action, if the AIRPORT does not find a request, report or submittal acceptable, it
shall provide written response to CONSULTANT describing its objections and the reasons
therefore within thirty (30) days of the AIRPORT'S receipt thereof. If no response is received,
the request, report or submittal shall be deemed rejected.
5.10. NOTICES AND AUTHORIZED REPRESENTATIVES: All notices, consents,
approvals or communications required or permitted hereunder shall be and may be relied upon
when in writing and shall be (i) transmitted by registered or certified mail, postage prepaid,
return receipt requested, with notice deemed to be given upon receipt, or (ii) delivered by hand or
nationally recognized courier service, or (iii) sent by facsimile transmission with confirmed
receipt thereof, with a hard copy thereof transmitted pursuant to (i) or (ii) above. All such
notices, consents, approvals or communications shall be addressed as follows:
For AIRPORT: Augusta Regional Airport
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1501 Aviation Way
Augusta, Georgia 30909
Attn: Tammy Strange, Interim Director
For CONSULTANT:
Deriso Consulting Group
4175 Chadds Walk
Marietta, Ga. 30062
Mr. Jerry Deriso
5.11. NONDISCRIMINATION: During the performance of services under this
Agreement, CONSULTANT agrees that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, age, or national origin.
CONSULTANT will take affirmative action to ensure that applicants are employed, and
employees are treated during employment, without regard to their race, color, religion, sex, age,
or national origin. Such action will include but not be limited to the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation, and selection for training, including apprenticeship.
5.12. INDEMNIFICATION: CONSULTANT hereby agrees to hold harmless,
indemnify and defend the AIRPORT, its members, officers and employees, against any claim,
action, loss, damage, injury (whether mental or physical, and including death to persons, or
damage to property), liability, cost and expense of whatsoever kind or nature including, but not
by way of limitation, attorneys' fees and court costs, caused by negligent acts or acts of
commission or omission by CONSULTANT its officers, employees, sub consultants, or other
representatives.
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5.13. INSURANCE: CONSULTANT shall provide liability insurance in the amount of
$1,000,000 Broad Form Comprehensive General Liability.
5.14. DISPUTES: Any disputes relating to the performance of this Agreement shall
be subject to non judicial arbitration. Any litigation involving this Agreement or relating to the
work of the CONSULTANT shall be brought in Augusta Richmond County, Georgia.
SECTION VI: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and will supersede and
replace all prior agreements or understandings, written or oral, in relation to the matters set forth
herein. Notwithstanding the foregoing, however, CONSULTANT hereby affirms the
completeness and accuracy of all of the information provided by it in its proposal to the
AIRPORT in pursuit of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and
their seals to be affixed hereto as of the day and year first above written.
Signed, sealed, and delivered
In the presence of:
AUGUSTA RICHMOND COUNTY
Z % CIGC By: " /x
Notary lic State of GA A it : OR
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, ies July 27, 2010 [S AL]
Signed, sealed, and delivered
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Public, State of GA As its: CHAIRMA
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Notary Public, State of GA
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