HomeMy WebLinkAboutItem VIII-B-4WASHINGTON
[ AGENDA BILL APPROVAL FORM ]
Aqenda Subiect: Resolution No. 3666 Date: December 4, 2003
Department:
Finance
Attachments:
Resolution No. 3666 and Exhibit A
Budget Impact:
Administrative Recommendation:
City Council adopt Resolution No. 3666
Backqround Summary:
The City is desirous of hiring a contractor for the day-to-day operation and management of the City-
owned Auburn Municipal Airport. This resolution authorizes the Mayor and City Clerk to execute an
agreement with Airport Management Group, LLC to act as the contractor as set forth in the attached
agreement.
N1215-2
A3.16.1
Reviewed by Council & Committees:
DArts Commission COUNCIL COb~MITTEES:
D Airport
[~ Bearing Examiner []Finance
[] Human Services [~Municipal Serv.
[]Library Board []Planning & CD
Iq Park Board []Public Works
[] Planning comm. 7qOther
Reviewed by Departments & Divisions:
D Human Resources
[] Building [] M&O
[] Cemetery [] Mayor
[] Finance [] Parks
[] Fire [] Planning
[] Legal [] Police
[] Public Works
Action:
Committee Approval: [~Yes DNo
Council Approval: [~Yes []No
Referred to
Tabled
Call for Public Hearing
Until / /
Until / /
/ /
Councilmember: Singer
Meeting Date: December 15, 2003
Staff: Coleman
Item Number: VIII.B.4
AUBURN * MORE THAN YOU IMAGINED
RESOLUTION NO. 3 6 6 6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF:
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT FOR THE DAY-TO-
DAY OPERATION AND MANAGEMENT OF THE AUBURN
MUNICIPAL AIRPORT BETWEEN THE CITY OF AUBURN AND
AIRPORT MANAGEMENT GROUP, LLC.
WHEREAS, the City is engaged in the operation of the Auburn Municipal
Airport (Airport); and,
WHEREAS, the City is desirous of hiring the Contractor to undertake the
physical and financial responsibilities of the operation, management and
maintenance on a day-to-day basis of the Airport; and,
WHEREAS, the City has satisfied itself that the Contractor has the
requisite knowledge, experience and ability to perform the tasks set forth in the
attached agreement, and that this Agreement contains adequate safeguards to
protect the interests of all concerned who use or are affected by the Airport.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING, DULY ASSEMBLED, HEREWITH RESOLVES AS
FOLLOWS:
Section 1. The Mayor and City Clerk of the City of Auburn are hereby
authorized to execute an Agreement with Airport Management Group, [.LC, for
the day-to-day operation and management of the Auburn Municipal Airlport. A
copy of said Agreement is attached hereto, design~ated as Exhibit "A" and
incorporated by reference in this Resolution.
Resolution No. 3666
December 4, 2003
Page 1 of 2
Section 2. This Resolution shall take effect and be in full force and
effect upon passage and signature hereon.
DATED and SIGNED this __ day of December, 2003.
CITY OF AUBURN
PETER B. LEWIS
MAYOR
ATTEST:
Danielle E. Daskam
APPROVED A,~TO_FO RM:
City Attorney
Resolution No. 3666
December 4, 2003
Page 2 of 2
AGREEMENT FOR THE DAY-TO-DAY OPERATION
AND MANAGEMENT OF THE
AUBURN MUNICIPAL AIRPORT
BETWEEN THE CITY OF AUBURN, WASHINGTON
AND AIRPORT MANAGEMENT GROUP, LLC.
THIS AGREEMENT made and entered into on this day of .,
200 , by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Airport Management Group, LLC, hereinafter referred to as
the "Contractor."
WITNESSETH:
WHEREAS, the City is engaged in the operation of the Aubum Municipal Airport
(Airport); and,
WHEREAS, City is desirous of hiring the Contractor to undertake the physical and
financial responsibilities of the operation, management and maintenance on a day to day basis of
the Airport; and,
WHEREAS, the City has satisfied itself that the Contractor has the requisite knowledge,
experience and ability to perform the tasks set forth in this Agreement, and that this Agreement
contains adequate safeguards to protect the interests of all concerned who use or are affected by
theAirport.
NOW, THEREFORE, in consideration of the mutual covenants, and benefits contained
herein, and subject to the following terms, conditions, covenants and provisions, THE PARTIES
HERETO DO MUTUALLY AGREE as follows:
Scope of Services.
The Contractor agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a "task," and collectively
referred to as the "services.") The Contractor shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
Exhibit A
Resolution No. 3666
Page 1
Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Contractor of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Contractor's performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper cornpletion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of an addendum impractical prior to the
commencement of the Contractor's performance of the requested services. The
Contractor hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
Contractor's Representations.
The Contractor hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
Schedule.
Upon receipt of authorization to proceed, the Contractor will perform its services in a
diligent and timely manner, provided that the Contractor shall not be liable for delays
caused by circumstances out of the Contractor's control. The City shall give prompt
written notice to the Contractor whenever the City becomes aware of any circumstance
that may affect the timing of the Scope of Services. Upon receipt of such notice, the
Contractor shall respond to the notice by appropriate action and report thc response to the
City within ten (10) days.
City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Contractor:
a. Designate in writing a person to act as the City's representative with respect to thc
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
Exhibit A
Resolution No. 3666
Page 2
b. Furnish the Contractor with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Contractor to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Contractor and render decisions regarding such
documents in a timely manner to prevent delay of the services.
e. Provide certain equipment and facilities in connection herewith, as follows:
(1) Provide the Contractor with the facilities and equipment (:snow plow,
tractor - on Airport premises only) and supplies, provided that the
Contractor shall use the same in accordance with its intended use and good
practices, ands shall maintain such equipment in good condition at its
expense.
(2) Allow access to Airport facilities, and allow use of the Airport Office.
The Contractor and the City will identify the condition of all items of
equipment and facilities and include the same on an "Inventory/Status
List". If the parties do not agree on the identity and/or condition of any
such facility or equipment, they shall submit the area(s) of disagreement to
a mutually agreed upon third party to determine such identity(ies) and/or
condition(s).
f. Provide Major Capital and Equipment Expenses: Expenses for major capital
repair and replacement of Airport facilities or equipment that could not be
reasonably anticipated, and which do not result from negligence on the part of the
Contractor shall be the responsibility of the City. These expenses shall include,
but not be limited to, the following:
(1) Airport water supply and pumping system;
(2) Storm drainage system and piping;
(3) Major repairs to paved or improved areas to include the runway, aprons,
ramps, and taxiways.
(4) Major crack sealing of all City-owned and controlled surfaces;
(5) Major repairs or replacement or building roofs on City-owned buildings,
except as otherwise provided under a lease or rental agreement.
Acceptable Standards.
The Contractor shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
Cooperation
a. The Contractor and the City shall at all times act in good faith and cooperate fully
with each other, their respective agents, employees, contractors, subcontractors,
and concessionaires; any other parties leasing or using space or providing services
at the Airport, and the patrons of the Airport and the future development thereof,
including, but not limited to, the application for and obtaining of any government
approvals in connection therewith; the administration and enforcement of the
existing agreements; and the general performance by the Contractor of its rights,
duties and obligations under this Agreement.
Exhibit A
Resolution No. 3666
Page 3
The City shall assist the Contractor in securing any approvals froxn the FAA
required for the Contractor to operate and maintain the Airport under the City's
FAA Operating Certificate. The City and the Contractor jointly shall cooperate to
maintain the FAA Operating Certificate throughout the term and any extended
term of this Agreement.
If this Agreement is terminated for any reason, or if it is to expire on its own
terms, the Parties shall make every effort to assure to the fullest extent possible
under the circumstances (a) an orderly transition to another provider of the
services required under this Agreement, (b) an orderly demobilization of the
Contractor's own operations in connection with such services, (c) uninterrupted
provision of such services during any transition period, and (d) compliance with
the reasonable requests and requirements of the City in connection with such
termination or expiration.
The Contractor shall interface with the private security services at the .Airport, and
shall jointly or separately perform daily inspections of the Airpo]rt premises,
insuring that gates are timely opened and closed, and shall further communicate to
the City any concerns voiced by tenants or other users of the Airport, and where
police, fire of other code or emergency response agency is called in, to cooperate
with such responses and/or investigations. Contractor will noti:~y the City
immediately, or as soon as practically possible, when there is an emergency type
situation.
The Contractor shall also obtain and maintain in good standing training to deal
with emergencies, as directed by the City. The Contractor shall also be familiar
with the City Disaster/Emergency Plans applicable to the Airport and its on-site
fuel system, and shall act in accordance therewith.
The Contractor shall also notify, when and where appropriate, the FAA, and any
other State, regional or federal agencies when accidents, actions or occurrences
take place at the Airport. In any event, the Contractor shall notify the City, and
with respect to a question of whether another outside agency should also be
notified, and in the event that the Contractor is unsure as to whether such outside
agency, or which outside agency should be notified, the question shall be
presented to the City and the City shall determine whether such notice shall be
provided and to whom such notice would be provided.
9. Compensation.
As compensation for the Contractor's performance of the services provided for herein,
other than the fueling services described in section F of Exhibit A, the City shall pay the
Contractor the fees and costs specified as follows: Twenty-five Thousand Eight Hundred
Dollars ($25,800) per month increased annually by either: (a) two percent (2%); or (b)
eighty percent (80%) of the increase in the "cost of living, which ever i~ less. The
applicable Consumer Price Index is the Consumer Price Index for All Urban. Consumers
(1982 - 1984 = 100) for Seattle - Tacoma, as published by the United States ,Government
for the month of October. As additional incentive to the contractor, should total annual
gross revenues from the airport, receipted to the City in 2008, exceed $750,000, there
shall be paid to the contractor a one time incentive fee of $100,000. It is provided,
however, that, in connection with the sale of fuel at the Airport by the Contractor, the
amount of fuel purchased by the City and on hand at the commencement of the term of
Exhibit A
Resolution No. 3666
Page 4
this Agreement shall be inventoried, and the City's cost for said fuel shall be deducted
from the amount of monthly compensation otherwise payable to the Contractor, with
monthly payments being resumed after the amount of such fuel costs haw: been fully
deducted from the amount payable as the monthly payments. Compensation to the
Contractor for performing the fueling services shall be as described in section F of
Exhibit A.
The Contractor shall submit to the City an invoice or statement and the City shall process
the invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Contractor thereafter in the normal course,
subject to any conditions or provisions in this Agreement or addendum.
10.
Term of Agreement.
The Term of this Agreement shall be for an initial five (5) year period commencing on
the first day of January, 2004, and terminating on the 31st day of December, 2009, unless
otherwise agreed to in writing by the parties. It is further provided that the City may
terminate this agreement January 2007, without penalty, upon reasonable notice to the
contractor unless the agreement is otherwise/earlier terminated as provided herein.
11.
Reports.
The Contractor shall submit to the City (to the Mayor or the Mayor's designee and a copy
to the City of Auburn Airport Advisory Board) not less than monthly, during: the term of
this Agreement and any extension hereof, periodic activity reports, summarizing hangar
and tie-down space rental receipt amounts, occupancy percentages, fuel sales amounts,
and such other information as is requested by the City. The Contractor shall also attend
the meetings of the Airport Advisory Board and shall further attend such other meetings
as are requested by the City, as directed by the Mayor or the Mayor's designee, to answer
questions and/or receive direction form the City. The Airport Advisory Board shall serve
as a resource for discussing issues and concerns involving the implement~tion of this
Agreement.
12.
Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
13.
Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Contractor agrees that, notwithstanding such dispute or conflict, the Contractor
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
14. Administration of Agreement.
This Agreement shall be administered by Jamelle R. Garcia, on behalf of the: Contractor,
and by the Mayor or designee of the City, or designee, on behalf of the City. Any written
Exhibit A
Resolution No. 3666
Page 5
notices required by the terms of this Agreement shall be served on or mailed to the
following addresses:
City of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000
FAX (253) 931-3053
Contractor
Jamelle R. Garcia
Airport Management Group, LLC
c/o Auburn Flight Service, Inc.
506 - 23rd NE
Auburn, WA 98002
(254) 854-4960
15.
Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set :forth in this
section of the Agreement.
16.
Insurance.
The Contractor shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Contractor shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Contractor shall take out and maintain in full
force and effect the following policies:
a. Comprehensive public liability insurance, including automobile and property
damage, insuring the Contractor, and the City as an additional insured, against
loss or liability for damages for personal injury, death or property daxnage arising
out of or in connection with the performance by the Contractor of its obligations
hereunder, with minimum liability limits of $14,000,000.00 combined[ single limit
for personal injury, death or property damage in any one occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
17. Indemnification.
a. The Contractor shall indemnify and hold harmless the City and its officers, agents
and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, by any reason of or
arising out of the negligent act or omission of the Contractor, its officers, agents,
employees, or any of them relating to or arising out of the performance of this
Agreement. If a final judgment is rendered against the City, its officers, agents,
employees and/or any of them, or jointly against the City and the Contractor and
Exhibit A
Resolution No. 3666
Page 6
their respective officers, agents and employees, or any of them, the Contractor
shall satisfy the same to the extent that such judgment was due to the Contractor's
negligent acts or omissions.
The City shall indemnify and hold harmless the Contractor and its officers, agents
and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, by any reason of or
arising out of the negligent act or omission of the City, its officers, agents,
employees, or any of them relating to or arising out of the performance of this
Agreement. If a final judgment is rendered against the Contractor, its officers,
agents, employees and/or any of them, or jointly against the Contractor and the
City and their respective officers, agents and employees, or any of them, the City
shall satisfy the same to the extent that such judgment was due to the City's
negligent acts or omissions.
18.
Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto, which consent shall
not be unreasonably withheld. No assignment or transfer of any interest under this
Agreement shall be deemed to release the assignor from any liability or obligation under
this Agreement, or to cause any such liability or obligation to be reduced to a secondary
liability or obligation.
19.
Services in Potential Competition with Contractor.
The Contractor shall provide services to clients, customers and tenants of the .Airport with
fairness and without regard to whether a client, customer or tenant is engaged in a
business that competes or potentially competes with a business of the Contractor, or with
a business in which any principal, partner or participant in the Contractor is also a
principal, partner or participant. Toward that end, the Contractor shall notify ALL clients,
customers and tenants and prospective clients, customers and tenants of the Airport of
this requirement, and shall also notify them that if they feel that the Contractor has not
treated them in a fair manner, they may seek relief from the Mayor or lhe Mayor's
designee of the City in terms of the services, use of premises or other activity related to
the Airport. Decisions by the Mayor or designee in such cases shall be binding on the
parties, provided that any party aggrieved by such decision may appeal the decision to the
City of Auburn Hearing Examiner, according to the procedures of the City of Auburn
therefor.
20.
Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
21. Remedies not Limited.
Exhibit A
Resolution No. 3666
Page 7
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
22.
Termination.
a. Either party may terminate this Agreement upon written notice to the other party
if the other party fails substantially to perform in accordance with the terms of this
Agreement through no fault of the party terminating the Agreeraent. It is
provided, however, that the terminating party shall give the other pretty notice of
the specific area(s) of performance that has/have not been performed and shall
further give seven (7) days for such performance to be fully performed in
accordance with the terms of this Agreement prior to termination. If such failure
to perform is corrected within said seven (7) day period, then the Agreement shall
not be subject to termination under this sub-paragraph.
b. The City may also terminate this Agreement upon not less than one hundred
twenty (120) days written notice to the Contractor if the services provided for
herein are no longer needed from the Contractor.
c. If this Agreement is terminated through no fault of the Contractor, the Contractor
shall be compensated for services performed prior to termination in accordance
with the rate of compensation provided herein.
23.
Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
24.
Costs to Prevailing Part,/.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
25.
Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in King County, Washington; provided, however, that it is
agreed and understood that any applicable statute of limitation shall commence no later
than the substantial completion by the Contractor of the services.
26. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a ]part of this
Agreement or act as a limitation of the scope of the particular paragraph ocr sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
Exhibit A
Resolution No. 3666
Page 8
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
27.
Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provisi[on hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
28.
Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
29.
Counterparts.
This Agreement may be executed in multiple counterparts, each of which :shall be one
and the same Agreement and shall become effective when one or more counlerparts have
been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
CONTRACTOR
Peter B. Lewis, Mayor Name:
Title:
Attest:
Name:
Danielle E. Daskam City Clerk Title:
Daniel B. Heid,XC2ty Attgme'y ~ ......
STATE OF WASHINGTON
COUNTY OF KING
ON THIS __ day of
appeared and
me known to be the and
Exhibit A
Resolution No. 3666
Page 9
200
before me, personally
, to
of
the Contractor, Airport Management Group, LLC,_the party who executed - the company that executed
the within and foregoing instrument, and acknowledged said instrument to be his/her/their the free and
voluntary act and deed of said corporation/company, for the uses and purposes therein mentioned, and on
oath stated that they were authorized to execute said instrument.
GIVEN under my hand and official seal this
day of ,200
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
STATE OF WASHINGTON )
COUNTY OF KING )
ON THIS day of ,200 , before me, personally
appeared Peter B. Lewis and Danielle E. Daskam, to me known to be the Mayor and City Clerk of the
City of Auburn, Washington, the municipal corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal
corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to
execute said instrument.
GIVEN under my hand and official seal this
day of ,200
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
Exhibit A
Resolution No. 3666
Page 10
EXHIBIT "A"
SCOPE OF SERVICES
CONTRACTOR shall prepare, negotiate, administer, and enforce on behalf of, and in the
name of, CITY all of the lease agreements, contracts, documents, and instruments
relating to the Auburn Municipal Airport (Airport) or its operation to which CITY is a
party, consistent with the terms of this Agreement and in a manner that CONTRACTOR
shall deem necessary or desirable for the efficient operation, maintenance, and
management of the Airport, provided that if CONTRACTOR through common
management or otherwise, holds an ownership or controlling interest in a tenant of the
Airport subject to a lease agreement, CONTRACTOR shall not negotiate, administer or
enforce such lease with such related tenant or with any commercial competitor of
CONTRACTOR which is also a tenant of the Airport but rather these activiities shall be
performed by the Mayor of CITY or such representative as the Mayor shall From time to
time designate in writing.
CITY specifically authorizes CONTRACTOR to request and demand all rent and other
such charges and to institute legal proceedings, as CONTRACTOR shall deem necessary
or appropriate, on behalf of, and in the name of, CITY to collect such rent and other
charges. All rent and other charges described below shall be collected by
CONTRACTOR on behalf of CITY, and accounted for as provided in the Agreement.
However, commencement of legal proceedings is subject to final approval of CITY.
CONTRACTOR may propose capital improvement or property development work as a
result of its concept development and planning functions or related work as. set forth in
this Agreement.
CONTRACTOR will manage and operate the Airport for the use and benefit of CITY
and the general public, in accordance with the requirements of this Agreement, and on
fair and reasonable terms without unjust discrimination, seven days a week, twenty-four
(24) hours a day, in a safe and efficient manner and maintain it in a clean, orderly, safe,
and operational condition in conformity with applicable Federal, State and local laws,
rules and regulations.
Page 11
Without limiting the foregoing services to be provided by CONTRACTOR services shall
include any of the following: operation, management, concession, and janitorial service
as needed in any CITY-owned Airport building or activity; advertising; compliance with
applicable security requirements of the FAA or other jurisdictional agency, subject to
paragraph V; airport and grounds maintenance, ramp operations, airfield signage, and
navigation, fixed base operations (FBO) and general aviation facilities maintenance;
vehicle maintenance; de-icing; operation and management; grant management (subject to
control by CITY of grant compliance); public relations, planning; legal, and marketing.
CONTRACTOR shall not cause or permit any activity or action at the Airport or on
property in the vicinity of the Airport which would interfere with its use of the Airport for
Airport purposes.
CONTRACTOR shall provide fueling services at the Airport. In connection therewith,
CONTRACTOR shall be responsible for purchasing the fuel wholesale, other than the
inventory of fuel on hand at the commencement of this Agreement, which im/entory shall
be transferred to CONTRACTOR upon deduction of off-setting payments as provided in
Paragraph 7 of the Agreement. CONTRACTOR shall be entitled to set the retail price of
the fuel and to retain the proceeds from such fuel sales, Provided that CONTRACTOR
shall compensate CITY in an amount determined as follows: CONTRACTOR shall pay
CITY an amount equal to not less than $.085 per gallon from fuel sales as a FLOWAGE
FEE, and CONTRACTOR shall further pay to CITY an amount of One Thousand Five
Hundred Dollars ($1,500) per month as compensation for depreciation of CITY's
investment in the fuel dispensing equipment, the total of which Flowage Fee and
depreciation compensation shall not be less than Two Thousand Three Hundred Sixty-
Five Dollars ($2,365) per month.
CONTRACTOR will develop and submit recommended schedules of rates, fees, and
charges (exclusive of the retail price for fuel) annually for approval by CITY, provided
that if CONTRACTOR, through common management or otherwise, holds an ownership
or controlling interest in a tenant at the Airport whose rates, fees or charges would be
affected by such recommended schedules, CONTRACTOR will not recommend
schedules for such related tenant or for any commercial competitor of CONTRACTOR
which is also a tenant but rather such recommendation will be made by the Mayor of
Page 12
CITY or such authorized representative as the Mayor shall from time to time designate
for this purpose in writing. The schedule of rates, fees, and charges will not alter the
rental rates in existing leases or agreements except as provided therein. CONTRACTOR
will also collect and reconcile all rental and/or lease payments and fees due, using
uniform procedures to provide accountability, control and security of funds.
CONTRACTOR shall assist CITY, with respect to CITY's dealings with all applicable
Federal and State authorities, provided, however, that CITY shall remain solely
responsible to the Federal Aviation Administration ("FAA") fbr the compliance with
CITY's obligations under the law and under Federal Grant Agreements unless such
compliance is the responsibility of CONTRACTOR under this Agreement.
CONTRACTOR is aware of and agrees to honor and respect the e~:isting grant
agreements between the CITY and FAA, including related FAA assurances.
No exclusive right for the use of the Airport by any persons providing, or intending to
provide, aeronautical services to the public shall be permitted within the meaning of
Section 308 of the Federal Aviation Act of 1958.
Security: CONTRACTOR agrees to provide Airport security during non-business office
hours 365 days per year. The security personnel shall patrol the improved and developed
areas of the Airport during non-business daylight hours and during nighttime hours at
irregular intervals. A security log shall be maintained documenting security patrols. Any
unauthorized use of structures, equipment, or property, or unauthorized entry upon
Airport premises shall be promptly reported to the CITY police or such other authority
designated in writing by the CITY.
Hours of Operation (business hours): CONTRACTOR shall operate the Airport for
public access twenty-four (24) hours daily. At least one CONTRACTOR staff person
shall be available at the Airport to assist the public 9:00 a.m. to 6:00 p.m., seven days per
week. During non-business hours, CONTRACTOR shall maintain a method of
contacting the on-duty staff person for assistance, via pager or cellular telephone.
CONTRACTOR will maintain and post a list, easily accessible to those needing fuel or
other services, of FBOs able to provide fueling and ramp services on short notice outside
of usual business hours. Operating Policies and Procedures: CONTRACTOR shall
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provide and maintain a staff training program and complete library of Airport operating
policies and procedures at the offices of the CONTRACTOR at the Airport.
Collection of Fees and Rentals: CONTRACTOR shall provide for routine invoicing and
collection of all fees, rentals, and property lease charges due the Airport including:
1. Property leases;
2. Hangar rents;
3. Transient and permanent tie-down fees;
4. Business office rent;
5. Fuel flowage fees, as provided herein;
6. All other Airport revenues
CONTRACTOR shall prepare and deposit daily cash receipts received on behalf of the
CITY and forward deposit slips to the City of Auburn Finance Department. The
CONTRACTOR shall also prepare and submit to the CITY a standard accmmting report
of all collections, on a monthly basis, no later than the fifth day after the end of the month
in which the collections are made.
Emergency Preparedness: CONTRACTOR will have available persons trained in the
manner required by applicable FAA regulations to respond to emergencies, such as fires,
aircraft incidents, or disasters.
Records and Correspondence: CONTRACTOR shall maintain monthly records of all
correspondence and financial transactions relating to operation of the Airport. The
format and content of the monthly financial report shall be subject to the approval of the
CITY's Finance Director.
Support of Airport Interest Groups: CONTRACTOR's management shall[ act as the
representative of the CITY through participation in meetings and activities of present and
future Airport user or interest groups. Reports on such meetings and events shall be
included in routine reports to the CITY.
Emergency Expenditures: CONTRACTOR shall be authorized to make emergency
expenditures in situations where immediate action is deemed necessary to protect the
safety of the general public or protect physical assets of Airport.
1. Report: Subsequent to authorizing emergency expenditures, CONTRACTOR
shall provide a written report to the CITY within five (5) days. The: einergency
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action shall be reviewed and said review must be completed within fifteen (15)
days.
2. Reimbursement: Upon review and approval of the emergency expenditure, the
CITY shall process the request for reimbursement to CONTRACTOR.
CITY Reimbursement: If CONTRACTOR fails to perform any operational or financial
obligation necessary to continued operation of the Airport, CITY reserves the right to
perform such obligation of CONTRACTOR as may be necessary to assure continued
operation of the Airport and to seek reimbursement from CONTRACTOR.
Maintenance
1. Preventive Maintenance/Minor Repairs
(a) CONTRACTOR agrees to develop and carry out a program at its sole
expense to provide routine maintenance of thc Airport facilities and to
provide a continuing program of preventative maintenance: and minor
repair activities which shall ensure that the Airport facilities are at all
times in a serviceable condition for use in the way and manner they were
designed to be used. All maintenance procedures and progn~ans shall be
consistent with requirements of Federal, State and CITY agencies.
(b) In furtherance of that responsibility, CONTRACTOR will:
(1) Regularly inspect the Airport for needed maintenance and repairs;
(2) Perform scheduled maintenance including preventative
maintenance of the paved surfaces, hangar and other structure
preventative maintenance, signage maintenance, mow!ing of grass,
fencing maintenance and replacement of normal and customary
fuel system consumables;
(3)Provide weather related maintenance;
(4) Remove, to the greatest extent legally and practically possible,
obstructions and restrictions as identified in FAA regulations; and
(5) Operate and maintain all Airport owned systems necessary and
appropriate for operation of the Airport.
Restorative Maintenance - Major Repairs: Subject to expenditures approved,
budgeted and authorized by the Mayor of CITY or such representative as the
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Mayor shall from time to time designate in writing, CONTRACTOR agrees to
restore and perform major repair, subject to reimbursement by CITY as work
compensated under Paragraph 2 of the Agreement, for its reasonable ()ut of pocket
costs, as documented by invoices, the existing discrepancies to the Airport
property, structures and equipment, listed in Appendix A, and unanticipated major
repairs. Unanticipated major repairs include, without limitation, the cost of major
repair or replacement of fuel pumps and associated equipment such as fuel
dispensing equipment, the fuel tanks and pedestal due to premature failure, and
the office building adjacent to the fuel facility, but do not include repairs or
replacements of hoses and filters. Estimated costs for the restoration and repair of
existing discrepancies are provided in Appendix A, but CONTRACTOR shall be
entitled to receive reimbursement of its actual expense in excess of the estimate to
the extent such additional expense was reasonably necessary. CITY agrees to
provide such reimbursement within thirty (30) days of presentation by
CONTRACTOR of its invoices.
3. Temporary Closure: Nothing contained herein shall be construed to require that
the Airport be operated for aeronautical use during temporary periods when snow,
flood, or other climatic conditions interfere with such operation and maintenance.
CONTRACTOR shall remove snow and ice from the runways and taxiways as
they accumulate within the capacity of on-site Airport equipment.
4. Federal Facilities: Airport aids operated and maintained by the FAA shall be
specifically excluded from any maintenance requirements under this Agreement.
5. Emergency Support Services: CONTRACTOR and the CITY shall each maintain
authorized representatives on call at all reasonable times to act on behalf of their
respective Parties for unusual, difficult, or emergency maintenance situations at
the Airport.
Environmental Protection:
1. CONTRACTOR shall develop and maintain policies to assure that the Airport
and Airport tenants maintain compliance with Environmental Protection Agency
(EPA) standards for treatment of waste oils, fuel, solvents, etc. wl~tich may be
used in aircraft, or related to aircraft manufacturing, servicing, or repaJir.
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2. Leases and other contracts and agreements and informational documents
developed by CONTRACTOR and approved by CITY, will advise Airport
tenants of their obligation to comply with all environmental laws, including, but
not limited to, Environmental protection Agency (EPA) standards for treatment of
waste oils, fuel, solvents, and other hazardous or toxic materials Which may be
used in aircraft or in the course of aircraft manufacturing, servicing or repair,
storm water runoff, wetlands, and other laws and requirements of the United
States, The State of Washington, or CITY. Violations of those laws will be
prosecuted by the responsible government agencies against the tenants directly.
3. Leases, contracts, and other documents will also provide that Airport tenants are
liable for compliance with all such laws on their premises, and that they will
indemnify CITY and CONTRACTOR as to liability from any such
noncompliance and that such noncompliance will also be treated as an event of
tenant's default for any costs or expenses incurred as a result of the failure of
tenants to comply with environmental laws.
Planning, Development, and Audit:
1. Planning and Development: CONTRACTOR shall, under the direction of CITY
and with the Airport Advisory Committee provide for planning and development
of the Airport and the surrounding Airport lands in cooperation with CITY staff.
CONTRACTOR shall encourage development of new facilities and[ services in
accordance with the currently approved Airport Master Plan.
2. Airport Layout Plan (ALP): CONTRACTOR shall submit periodic input
concerning the ALP to CITY. CITY agrees to update the ALP database and
provide revised copies of the ALP as required by CONTRACTOR or interested
governing agencies.
3. Five-year Capital Plan: CONTRACTOR shall develop, and rece.mmend for
approval, updates to the currently adopted Airport five-year Capital Plan. The
Plan shall support requests for the continuing development of the Airport with
Federal and State funding.
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4. Proposed Development: In addition to the monthly reports provided for in
Paragraph 9 of the Agreement, CONTRACTOR shall provide an annual report
summarizing the current status of the Airport which shall include:
Proposed Development Plans: CONTRACTOR shall submit, as directed
by the Mayor or the Mayor's designee, proposed improvements and
developments at the Airport. These changes shall be consistent with the
Airport Master Plan and five-year Airport Capital hnprovement Plan
adopted and updated periodically for the Airport.
5. Quality Review: It is agreed that CONTRACTOR will allow a review by an
independent firm of the quality of management of the Airport. This review may
be conducted annually or at any time considered appropriate. CITY' may select
a firm to perform the review. CITY will also bear the cost of the review.
6. CONTRACTOR shall make all records relating to this Agreement available for
review and audit during normal business hours by the CITY and/or independent
auditor.
CONTRACTOR shall prepare an annual operating projection for presentation to the
CITY that shall include the following:
1. Annual Budget: A detailed projection of revenues and expenses mad expenses
relating to Airport operations for each calendar year shall be developed. Except
for the first year for the term, the plan shall be submitted by CONTRACTOR on
or about August 1 of each year for review and concurrence. During the first year
of the term of this Agreement, an initial Airport budget for the period ending
December 31 of the first year of the term of the Agreement, shall be submitted to
the CITY within ninety (90) calendar days following the effective date of the
Agreement.
2. Capital Projection: A detailed projection of capital and major expense items
anticipated for the next planning year.
Performance Standards: CONTRACTOR must perform reasonably, safely, legally, and in
a manner consistent with this Agreement. CONTRACTOR shall also be responsible to
provide, in connection with the services contemplated in this Agreement, work product
and services of a quality and professional standard acceptable to the City.
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CONTRACTOR shall not conduct operations in or on the Airport in a manner which in
the reasonable judgment of CITY:
1. Interferes with the reasonable use by others of the Airport.
2. Hinders police, fire department or other emergency personnel in the discharge of
their duties at the Airport.
3. Would constitute a hazardous condition at the Airport.
4. Would involve any illegal purpose.
5. Is not materially in accordance with this Agreement.
CONTRACTOR'S Duty to repair: CONTRACTOR shall repair any and all damage to
the property of CITY located at the Airport caused by CONTRACTOR, its agents or
employees, except to the extent the actions were required by directions of CITY.
Compliance With Heightened Security Requirements: CONTRACTOR shall, if required
by additional regulatory requirements for Airport security of the FAA,, Homeland
Security or any other jurisdictional agency, make changes to the security procedures
and/or equipment used to provide Airport security, Provided that CITY agrees to pay as
work compensated under Paragraph 2 of the Agreement the reasonable out of pocket cost
incurred by CONTRACTOR, subject to prior approval of the CITY, to comply with
changed requirements imposed after the effective date for capital improvements such as
additional or higher fencing, surveillance or monitoring equipment or other capital
investments which are mandated by law. CITY shall have the right to inspect estimates
of cost to comply before expenditures are made and suggest alternatives, but
CONTRACTOR shall be reimbursed its reasonably necessary cost to comply with new
security mandates within twenty days of presenting invoices for such cost, following the
inspection described above.
Exclusion for Litigation Support
The Scope of Services does not include services of CONTRACTOR for :required or
requested assistance to support, prepare, document, bring, defend, or assist in litigation
undertaken where defended by CITY in connection with this Agreement in am action to
which CONTRACTOR is not a party. All such services required or requested of
CONTRACTOR by the CITY, will be work compensated under Paragraph 2 of the
Agreement.
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