HomeMy WebLinkAboutAviation Managment Group AGREEMENT FOR THE DAY-TO-DAY OPERATION
AND MANAGEMENT OF THE
AUBURN MUNICIPAL AIRPORT
BETWEEN THE CITY OF AUBURN, WASHINGTON
AND AVIATION MANAGEMENT GROUP, LLC.
THIS AGREEMENT made and entered into on this day of -C�oye
20,x, by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Aviation Management Group, LLC, hereinafter referred to
as the "Contractor."
W ITNESSETH:
WHEREAS, the City is engaged in the operation of the Auburn Municipal Airport
(Airport); and,
WHEREAS, City is desirous of hiring the Contractor to undertake certain physical and
certain 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
the Airport.
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:
I 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.
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2. 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 (such an
agreement for additional services shall be referred to as a "Task Order"). Any such Task
Orders 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 completion and execution of a
Task Order, such Task Order shall be incorporated into this Agreement and shall have the
same force and effect as if the terms of such Task Order were a part of this Agreement as
originally executed The performance of services pursuant to a Task Order shall be
subject to the terms and conditions of this Agreement except where the Task Order
provides to the contrary, in which case the terms and conditions of any such Task Order
shall control. In all other respects, any Task Order shall supplement and be construed in
accordance with the terms and conditions of this Agreement.
3 Performance of Additional Services Prior to Execution of Task Order.
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 a Task Order 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 written or electronic
request of an authorized representative of the City pending execution of Task Order, 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 9 of this Agreement.
4 Contractor's Representations.
The Contractor hereby represents and warrants that it has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5 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 performance of the services. Upon receipt of such
notice, the Contractor shall respond to the notice by appropriate action and report the
response to the City within ten (10) days.
6. 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 the
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.
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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) Allow access to Airport facilities, and allow use of 1,350 square feet of the
506 Building as the Airport Office.
f Provide Major Capital Improvements, Major Repairs and Equipment
Replacement Expenses: Expenses for (i) major capital improvements, (ii) major
repairs and (iii) replacement of Airport facilities or equipment that do not result
from negligence on the part of the Contractor, shall be the responsibility of the
City For these purposes, major repairs are defined as repairs that increase the
value or increase the life of the facilities or equipment. Major capital
improvements, major repairs and/or equipment expenses s h a I I 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.
7 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
8. 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.
b. The Contractor shall assist the City in securing any approvals from the Federal
Aviation Administration (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.
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C. I f 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.
d. The Contractor shall interface with any private security services at the Airport,
and shall jointly or separately perform daily inspections of the Airport 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 or other code or emergency response agency is called in, to cooperate
with such responses and/or investigations.
e. 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.
f 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.
a. 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-Nine
Thousand Seven Hundred Eighty Dollars and no/IOOths ($29,780.00) per month
with that amount increased annually by the cost of living as determined by the
applicable Consumer Price Index. 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 August.
b. Compensation to the Contractor for performing the fueling services shall be as
described in Section F of Exhibit A.
C. The Contractor shall submit to the City an invoice or statement of time spent on
tasks included in the additional services provided herein, 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.
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10. Term of Agreement.
The Term of this Agreement shall be for an initial two (2) year period commencing on
the first day of January, 2014, and terminating on the 31 st day of December, 2015, unless
otherwise agreed to in writing by the parties.
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,
Airport Advisory Board agenda minutes and any other information requested by the City.
Minutes will be distributed promptly. 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 from the City. The Airport Advisory Board shall serve
as a resource for discussing issues and concerns involving the implementation 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, on behalf of the City. Any written notices
required by the terms of this Agreement shall be served on or mailed to the following
addresses:
City of Auburn Contractor
Auburn City Hall Jamelle R. Garcia
25 West Main Aviation Management Group, LLC
Auburn, WA 98001-4998 36618 - 55th Ave S.
(253)931-3000 Auburn, WA 98001
FAX (253) 931-3053 (253) 939-4273
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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 coverage 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. Airport liability insurance which includes coverage for premises liability,
products/completed operations, independent contractors, stop gap liability,
personal and advertising injury, hangar-keepers liability, pollution liability,
liability assumed under contract and a breach of warranty clause. Contractor shall
maintain airport liability insurance with limits no less than $10,000,000.00 per
occurrence, $10,000,000.00 general aggregate and $10,000,000.00 products-
completed operations aggregate limit. The City shall be named as an additional
insured on the airport liability insurance policy
b. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
17. Indemnification.
The Contractor shall indemnify and hold harmless the City and its officers, agents,
employees and volunteers from any and all claims, injuries, damages, losses, or suits
including attorney fees, by reason of or arising out of the negligence of the Contractor, its
officers, agents or employees in connection with the performance of this Agreement.
The City shall indemnify and hold harmless the Contractor and its officers, agents and
employees from any and all claims, injuries, damages, losses, or suits including attorney
fees, by reason of or arising out of the negligence of the City, its officers, agents,
employees or volunteers in connection with the performance of this Agreement.
In the case of negligence of both the City (or its officers, agents, employees or
volunteers) and the Contractor (or its officers, agents or employees), any damages
allowed shall be levied in proportion to the percentage of negligence attributable to each
party, and each party shall have the right to seek contribution from the other party in
proportion to the percentage of negligence attributable to the other party
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It is further specifically and expressly understood that the indemnification provided
herein constitutes the Contractor's and the City's waiver of immunity under Industrial
Insurance, Title 51 RCW' solely for the purposes of this indemnification. This waiver
has been mutually negotiated by the parties. The provisions of this section shall survive
the expiration or termination of this Agreement.
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 of the Contractor is also a
principal,partner or participant. Towards 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 the 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.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
22. Termination.
a. Either parry 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 Agreement. It is
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provided, however, that the terminating party shall give the other party notice of
the specific area(s) of performance that has/have not been performed and shall
further give seven (7) business 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) business day's 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 Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing party 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 an}, 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 or 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
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 provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
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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 counterparts 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 AVIATION MANAGEMENT GROUP, LLC
Peter B. Lewis, Mayor JayKelle Garcia,Managing Member
A/t,Pvtt:,
Danielle E. Daskam City Clerk `'I,.""�����s�
p`NN•Ki,
Approved as to form: �y %SStOy ,
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STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
ON THIS` S� day of `tN;we 20 i3 , before me, personally
appeared J- c\ C-1 c�-C C • y to me known to be the
\�� „ \mac,,,,— of the Contractor, Aviation Management Group, LLC, the party
that executed t e wit in and foregoing instrument, and acknowledged said instrument to be his/her/their
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.
Page 9 of 10
GIVEN under my hand and official seal this, Lday of n 0L2w- 1k, , 20:ar
IV)IARY PI.IBtIC in and fcr tlr Stine of
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My Commission Expires:
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
ON THIS \j'' day of Y ���, ��� 20k__�> 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 N�day of 20�
IJJTARY Fi�7C in ad f, tl-,- Si e�of
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Page 10 of 10
EXHIBIT"A"
SCOPE OF SERVICES
A. 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 activities shall be
performed by the Mayor of CITY or such representative as the Mayor shall from time to
time designate in writing.
B. 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 such 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.
C. 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.
D. 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 (7) 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.
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E. 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 Y herein; airport and grounds maintenance, ramp operations, airfield
signage, and navigation, and general aviation facilities maintenance; operation and
management; public relations, 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.
F. CONTRACTOR shall provide fueling services at the Airport. In connection therewith,
CONTRACTOR shall be responsible for purchasing the fuel wholesale, CITY and
CONTRACTOR shall be jointly entitled to set the retail price of the fuel and each shall
be entitled to retain fifty percent (50%) of the net proceeds from such fuel sales. Net
proceeds is defined for these purposes as the remainder of funds after all normal and
applicable expenses have been deducted from revenue produced from fuel sales. Normal
and applicable expenses do not include major repairs (as defined in Section 6 of the
Agreement) or improvements to the fueling facility CONTRACTOR shall submit
monthly an accounting of the fuel revenue and applicable expenses to the CITY and shall
remit quarterly to the CITY the CITY'S share of the net proceeds from fuel sales.
G 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
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.
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H. 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") for 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 existing grant agreements
between the CITY and FAA, including related FAA assurances.
1. 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.
J. Security: CONTRACTOR agrees to provide Airport security during non-business
office hours 365 days per year. The CONTRACTOR will bill each hangar door on the
airport Five Dollars and no/lOOths ($5 00) per month for security services. The
CITY will remit the security funds collected each month to the CONTRACTOR in the
subsequent month.
K. 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 Monday through Friday 8:OOa.m. to 5-00p.m.
(exclusive of state and federal holidays) to assist the public. 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 Fixed Based
Operations (FBO) able to provide fueling and ramp services on short notice outside of
usual business hours.
L. Operating Policies and Procedures: CONTRACTOR shall 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.
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M. 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. 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 accounting 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.
N. 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.
O. 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.
P. 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.
Q. Emergency Expenditures: CONTRACTOR shall be authorized to make emergency
expenditures not to exceed $5,000 00 in situations where immediate action is deemed
necessary to protect the safety of the general public or protect physical assets of Airport.
I Report: Subsequent to authorizing emergency expenditures, CONTRACTOR
shall provide a written report to the CITY within five (5) days. The emergency
action shall be reviewed and said review must be completed within fifteen (15)
days.
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2. Reimbursement: Upon review and approval of the emergency expenditure, the
CITY shall process the request for reimbursement to CONTRACTOR.
R. 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.
S. Maintenance/Utilities:
1. Preventative Maintenance/Minor Repairs:
(a) CONTRACTOR agrees to develop and carry out at its sole expense a
continuing program of preventative maintenance and minor repair
activities providing general upkeep against normal wear and tear such 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. Preventative
maintenance and minor repair activities do not include major repairs as
defined in Section 6 of the Agreement. All maintenance procedures and
programs 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 preventative maintenance including
preventative maintenance of the paved surfaces, hangar and other
structure preventative maintenance, signage maintenance, mowing
of grass, fencing maintenance and weather related maintenance;
(3) Remove, to the greatest extent legally and practically possible,
obstructions and restrictions as identified in FAA regulations; and
(4) Operate and maintain all Airport owned systems necessary and
appropriate for operation of the Airport.
2. Restorative Maintenance - Major Repairs: Subject to expenditures approved,
budgeted and authorized by the Mayor of CITY or such representative as the
Mayor shall from time to time designate in writing, CONTRACTOR agrees to
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perform restorative maintenance and major repairs. CONTRACTOR also agrees
to perform 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. All such work is subject to reimbursement by CITY as work
compensated under the procedures of Paragraph 2 of the Agreement. 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.
CITY shall remove snow and ice from the runways and taxiways as they
accumulate and the CONTRACTOR will remove snow and ice within the
capacity of the CONTRACTOR'S equipment.
4. Federal Facilities: Airport aids operated and maintained by the FAA shall be
specifically excluded from any maintenance requirements underthis 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.
6. Airport Utilities And Other Charges: CONTRACTOR agrees at its sole expense
to pay all charges for the airport's electrical, water, sewer (if any), security
personnel (if any), fire system monitoring, annual fire extinguisher inspection, fire
system annual inspection, and portable sanitation units, that is not attributable to a
specific tenant or leased property. CONTRACTOR is not responsible for the
payment or collection of any storm water charges; but it is the responsibility of
the CITY Utilities for billing and collection and the airport's enterprise fund for
the payment of storm water fees.
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T. Environmental Protection.
1. With assistance from the CONTRACTOR, CITY shall develop and maintain
policies with assistance from CONTRACTOR, to assure that the Airport and
Airport tenants maintain compliance with Environmental Protection Agency
(EPA) standards for treatment of waste oils, fuel, solvents, etc. which may be
used in aircraft, or related to aircraft manufacturing,servicing, or repair
2. Leases and other contracts and agreements and informational documents
developed by CITY and approved by CITY, CONTRACTOR 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.
U. Planning,Development,and Audit:
I. Planning and Development: CITY shall, with the assistance of CONTRACTOR
and with the Airport Advisory Board, 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.
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3. Five-year Capital Plan: CONTRACTOR shall assist with the development, and
recommend for approval, updates to the currently adopted five-year Airport
Capital Improvement Plan. The Plan shall support requests for the continuing
development of the Airport with Federal and State funding.
4. Proposed Development: In addition to the monthly reports provided for in
Paragraph 11 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 Improvement 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
i
auditor.
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V. CONTRACTOR shall prepare a biennial operating projection for presentation to the
CITY that shall include the following: j
I. Biennial Budget: A detailed projection of revenues and expenses relating to
Airport operations for each calendar year shall be developed. The plan shall be
submitted by CONTRACTOR on or about August 1 of each year for review
and concurrence.
2. Capital Projection: A detailed projection of capital and major expense items
anticipated for the biennial budget and the mid term corrections.
W. 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.
X. 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.
Y. 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 the procedures of 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.
Z. 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 an 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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