HomeMy WebLinkAboutSEABURY AIRLINEAUGUSTA REGIONAL AIRPORT
CONSULTING SERVICES CONTRACT FOR AIR SERVICE
DEVELOPMENT WITH SEABURY AIRLINE PLANNING GROUP, LLC
This contract made and entered into this 7 7:L day of 0 , 01b 2 by and between AUGUSTA,
GEORGIA, a political 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 CLIENT, and
SEABURY AIRLINE PLANNING GROUP, LLC., hereinafter referred to as the
CONSULTANT.
WHEREAS, the Augusta Regional Airport has expressed a need for assistance in
identifying local passenger air service needs, threats, opportunities and in preparing market
analyses and air service proposals; and
WHEREAS, the CLIENT received proposals from several qualified firms in response to
its Request For Qualifications (RFQ); and
WHEREAS, after reviewing the proposals the CLIENT determined in would be in its
best interest to enter into an agreement with CONSULTANT to provide these services.
WHEREAS, the CONSULTANT has represented to the CLIENT that it has expertise in
providing general advisory and professional consulting services and assistance in connection
with air service market research, including the development of traffic data bases for presentation
of air service proposals and the necessary personnel to execute the services provided herein; and
WHEREAS, on , 2009 the Augusta Richmond County Board of Commissioners
approved the solicitation of these services for the Augusta Regional Airport (hereinafter AGS).
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 CLIENT, intending to
be legally bound, do hereby covenant and agree as follows:
SECTION I -- SCOPE OF SERVICES TO BE PROVIDED
1.1 The proposal submitted by CONSULTANT and RFQ 09 -056 Air Services CONSULTANT
Services are hereby incorporated into this Agreement by reference as if fully set forth herein.
1.2 CONSULTANT may provide to the CLIENT research and development consulting services
and other such services as may, from time to time be specifically requested and authorized by the
CLIENT.
1.3 CONSULTANT may provide general advisory and professional consulting services and
assistance to the CLIENT in connection with air service market research, including the
development of traffic data bases for presentation of air service proposals within the context of
Section I hereof, subject to the general conditions of Section II.
1.4 CONSULTANT may provide assistance in identifying local passenger air service needs,
threats, opportunities and in preparing market analyses and air service proposals.
1.5 CONSULTANT may provide market analyses and service proposals for maintaining the
current level of air service.
1.6 CONSULTANT may provide market analyses and service proposal for new non -stop jet
service to the two destinations not current served from AGS.
1.7 CONSULTANT may examine the potential of low cost air service at AGS.
1.8 CONSULTANT may provide services related to the lowering of fares and the reduction in
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leakage.
1.9 CONSULTANT may provide other services which might include, but not be limited to:
a. performance of studies, analyses, and research;
b. participation in meetings with the CLIENT's staff and others;
c. preparation of materials for presentation to airlines and interested local parties; and
provision of other general advisory services and assistance.
1.10. COORDINATION. CONSULTANT shall provide continuing coordination with
the CLIENT to ensure the applicability of findings with respect to specific local
conditions and the CLIENT's policies and goals.
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 two (2) years. This agreement may be renewed or
extended for three (3) additional one (1) year options upon mutual consent of both parties with
all terms and conditions remaining the same.
2.2 TERMINATION. The CLIENT may cancel this contract any time for breach of
contractual obligations by providing written notice of such cancellation. Should the CLIENT
exercise its right to cancel the contract for such reasons, the cancellation shall become effective
on the date as specified in the notice of cancellation. Furthermore, the CLIENT 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 thirty (30) 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
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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
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 CLIENT.
2.3 WORK AUTHORIZATION. Each assignment performed under Section I will be initiated
upon the specific written or verbal request and authorization of the CLIENT.
2.4 BASIC DATA PROVIDED BY THE CLIENT. The CLIENT will assist the
CONSULTANT in obtaining such data and information as are needed and available.
2.5. CLIENT REPRESENTATIVE. To expedite the undertaking of services performed under
this contract and to permit the coordination of materials, commitments, and correspondence, the
CLIENT will designate a specific staff member as its representative to whom all correspondence,
materials, and requests for conferences and information will be directed. The CLIENT
designates Diane Johnston, Director of Marketing, (706) 796 -4002, as its representative to whom
all correspondence should be directed.
SECTION III. CONSIDERATION/FEES
3.1 CLIENT shall pay to CONSULTANT the fees and expenses as set forth on Exhibit A
attached hereto (the "Rate Schedules "). The rates as set forth in Exhibit A shall be in effect for
the duration of this agreement. The fees to be paid to CONSULTANT for services under this
contract will be determined either on the actual time and materials expended on the work or on a
per project basis, depending on the nature of the assignment requested and will be subject to
CLIENT acceptance and approval for each assignment.
3.2 Out of pocket expenses for costs such as printing, data bases, long distance telephone calls,
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transportation, and subsistence will be billed in addition at actual cost, and will be subject to
acceptance and approval by the CLIENT. CLIENT reserves the right to require documentation
of such costs and the ability to dispute such charges if determined to be unreasonable.
SECTION IV. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.
CONSULTANT hereby represents and warrants to the CLIENT as follows:
4.1 EXISTENCE AND POWERS. CONSULTANT is a corporation duly organized and
validly existing under the laws of Virginia 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
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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
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 and in all submittals made in response
to the RFQ, including CONSULTANT's Proposal, and in all post - proposal submittals with
respect to CONSULTANT (and, to its knowledge, all information supplied in such submittals
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with respect to any Subsidiary or Subcontractor) are true, correct and complete in all material
respects. CONSULTANT's Proposal does 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.
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 CLIENT 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 CLIENT 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
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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
5.1. CONSULTANT will promptly observe and comply with applicable provisions of all
published federal, state, and local laws, rules and regulations which govern or apply to the
services rendered by CONSULTANT herein, or to the wages paid by CONSULTANT to its
employees.
5.2. CONSULTANT will procure and keep in force during the term of this agreement all
necessary licenses, registrations, certificates, permits, and other authorizations as are required
herein.
5.3. All reports, documents, data bases, computer programs, and other deliverable products
produced by CONSULTANT for sole purpose of CLIENT under the terms of this agreement will
at all times be the exclusive property of the CLIENT.
5.4 GOVERNING LAW. This Agreement and any questions concerning its validity,
construction or performance shall be governed by the laws of the State of Georgia, irrespective
of the place of execution or the place or places of performance.
5.6 COUNTERPARTS. This Agreement may be executed in more than one counterpart, each
of which shall be deemed to be an original and all of which taken together shall constitute one
and the same instrument.
5.7 SEVERABILITY. In the event that any part, provision or term of this Agreement shall, for
any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties shall
negotiate in good faith and agree to such amendments, modifications, or supplements of or to
this Agreement or such other appropriate actions as shall, to the maximum extent practicable in
light of such determination, implement and give effect to the intentions of the Parties as reflected
herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented,
or otherwise affected by such action, remain in full force and effect.
5.8 NO THIRD PARTY BENEFICIARY. This Agreement is intended to be solely for the
benefit of CONSULTANT and the CLIENT 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 CLIENT APPROVALS AND CONSENTS. When this Agreement shall require any
approval or consent by the CLIENT to a CONSULTANT submission, request or report, the
approval or consent shall be given by the CLIENT's Authorized Representative in writing and
such writing shall be conclusive evidence of such approval or consent, subject only to
compliance by the CLIENT 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 CLIENT 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 CLIENT'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:
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For CLIENT: Augusta Regional Airport
1501 Aviation Way
Augusta, Georgia 30909
Attn: Diane Johnston, Director of Marketing and
Communications
For CONSULTANT: Seabury Airline Planning Group
i g I q G a i (C W S Pv a .ca , 5 �u* tt.. b L
1. 20 12 set 1441 Road, Suite 1144
Vie19.i1.i' 2 -
A kRgten; Virginia 2220+
Attn: tJO"
5.11 NONDISCRIMINATION. During the performance of services under this contract,
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 CLIENT, 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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To the extent permitted by law, CLIENT hereby agrees to hold harmless, indemnify and defend
the CONSULTANT, 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 CLIENT its officers, employees, sub consultants, or other representatives.
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, SEABURY APG hereby affirms the
completeness and accuracy of all of the information provided by it in its proposal to the CLIENT
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
By: --eid • /t-- -�
Notary PutVc, State of GA MA )OR
btg�dry Public, Columbia County,
My Commission Exp y C ly 27,'201 [SEAL] I 0
Signed, sealed, and delivered
In the presence of:
N Public, State of GA
My Commission Expires:
AUGUSTA VIATI N COMMISSION
C
By: . a
As its: CHAIRMAN
[SEAL]
Signed, sealed, and delivered
Notary Public, State of GA
My Commission Expires: t0f 31 t 2UV 3
S4
SEABURY AIRLINE PLANNING GROUP, LLC
By:
As its:
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