HomeMy WebLinkAbout5262 RESOLUTION NO. 5 2 6 2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT FOR SERVICES WITH
AIRPORT MANAGEMENT GROUP, LLC DBA
AVIATION MANAGEMENT GROUP FOR THE DAY TO
DAY OPERATION AND MANAGEMENT OF THE AUBURN
MUNICIPAL AIRPORT
WHEREAS, the City of Auburn and Airport Management Group, LLC
D BA Aviation Management Group entered into an agreement on November 18, 2013,
for the day to day operation and management of the Auburn Municipal Airport; and
WHEREAS, the City Council for the City of Auburn approved Resolution No. 5166
authorizing an addendum to said Agreement on October 5, 2015 for the expressed purpose
of extending the termination date of the Agreement from December 31, 2015 to December
31, 2016; and
WHEREAS,the Agreement inclusive of the amendment executed on October 5,
2015 is set to expire on December 31, 2016; and
WHEREAS, the City Council passed Resolution No. 5265 on December 19, 2016
authorizing a ninety(90) day extension of the current Agreement from the December 31, 2016
expiration date to allow opportunity for continued negotiations; and
WHEREAS, the parties wish to enter into a new services agreement for a term starting
on June 1, 2017 and ending on December 31, 2018, unless otherwise extended by separate
City Council action; and
WHEREAS, the City intends as part of this Agreement modify and update the
previous scope of services between the parties to better meet the operational and
management needs of the Airport Facilities.
Resolution No. 5262
April 27, 2017
Page 1
NOW, THERE FORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING
COUNTY,WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is authorized to execute an Agreement for Services in
substantial conformity with Exhibits A (inclusive of Exhibit 1 attached to Exhibit A)
attached herein between the City of Auburn and Airport Management Group, LLC
dba Aviation Management Group for the day to day operation and management of
the Auburn Municipal Airport.
Section 2. The Mayor is hereby authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall be in full force and effect upon passage and
signatures hereon.
st
SIGNED and DATED this �' day of , 2017
(14.1) .o4tAl.$
Nancy Back , ayor
ATTEST:
ikeA'( =ie—L114-11
Danielle . Daskam, City Clerk
APPROVED AS TO FORM:
7L- )#* \ -
Daniel B. Heid, A or ey
Resolution No. 5262
April 27, 2017
Page 2
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-095
THIS AGREEMENT made and entered into on this 1st day of June, 2017, 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, d/b/a Aviation
Management Group at 36618 55th Ave S, Auburn, WA 98001, hereinafter referred to as
the "Provider."
WITNESSETH :
WHEREAS, the City is in need of the services of individuals, employees or firms
for the operation of the Auburn Municipal Airport (Airport); and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work, including certain 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 Provider is qualified and able to provide
services in connection with the City's needs for the above-described work, and is willing
and agreeable to provide such services upon the terms and conditions herein
contained.
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 agree as follows:
1. Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "1" which is attached hereto and by this reference made a
part of this Agreement. The tasks described on Exhibit "1" shall be individually
referred to as a "task," and collectively referred to as the "services." The Provider
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.
AG-S-095
Page 1 of 12
2. Additional Services
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed
in this Agreement, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider'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 an Amendment (agreement
for additional services), such Amendment shall be incorporated into this
Agreement and shall have the same force and effect as if the terms of such
Amendment were a part of this Agreement as originally executed. The
performance of services pursuant to an Amendment shall be subject to the terms
and conditions of this Agreement except where the Amendment provides to the
contrary, in which case the terms and conditions of any such Amendment shall
control. In all other respects, any Amendment shall supplement and be construed
in accordance with the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an.Amendment
The parties hereby agree that situations may arise in which services other than
those described on Exhibit "1" are desired by the City and the time period for the
completion of such services makes the execution of Amendment impractical prior
to the commencement of the Provider's performance of the requested services.
The Provider hereby agrees that it shall perform such services upon the written
request of an authorized representative of the City pending execution of an
Amendment, 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. Provider's Representations
The Provider hereby represents and warrants that the Provider 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 Provider will perform its services in a
diligent and timely manner, provided that the Provider shall not be liable for delays
caused by circumstances out of the Provider's control. The City shall give prompt
written notice to the Provider 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 Provider shall respond to the notice by appropriate
action and report the response to the City within ten (10) working days.
AG-S-095
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6. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
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.
b. Furnish the Provider 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 Provider to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and
other documents prepared by the Provider 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
(2) Allow use of all or a portion of the Airport Management Office building, the
area of which shall be agreed to by the parties.
(3) Allow use of Fueling Facilities, permanent and/or temporary
f. Provide Major Capital Improvements, Major Repairs and Equipment
Replacement. Expenses that are not a result from negligence on the part of the
Provider shall be the responsibility of the City. For the purpose of this
agreement these shall be defined as follows:
(1) Major Capital Improvements, including but not limited to improvements or
upgrades to the existing utility systems, city equipment, runway, taxiways, city
owned pavements, city owned hangers and buildings except as otherwise
provided under a lease or rental agreement, tie down areas, signage, gates and
fencing.
(2) Major Repairs, which include repairs to any city-owned facilities or
equipment that exceed $2,000.00 to complete.
(3) Major Equipment Replacements include replacement at the end of
equipment service life for City owned equipment that extends the life of
significantly increases the value of the equipment unless provided for
elsewhere in this agreement.
7. Prevailing Wages
When required by state law, and as directed in writing by the City, the Provider
shall be responsible for the payment of prevailing wages for direct or
subcontracted services such as janitorial services for City facilities that are not part
of the Providers offices as provided in Section 6e of this Agreement for Services
and landscape maintenance.
For any contractor or subcontractor hired by the Provider in connection here with,
the Provider shall submit to the City a request for determination of the need to pay
prevailing wages. The City shall respond in writing to such request within seven (7)
AG-S-095
Page 3 of 12
working days of the receipt of the request, unless the City communicates in writing
to the Provider that additional time is needed for such determination.
The Provider shall comply with every provision of the Revised Code of Washington
Chapter 39.12. A copy of a Statement of Intent to Pay Prevailing Wages,
approved by the Industrial Statistician of the Department of Labor & Industries,
must be submitted to the City prior to any payment for services rendered. An
Affidavit of Wages Paid must be received by the City prior to issuance of final
payment.
8. Acceptable Standards
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and
professional standard acceptable to the City.
a. The Provider and the City shall, at all time, 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 Provider of its rights, duties and obligations under this
Agreement.
b. The Provider shall assist the City in securing any approvals from the
Federal Aviation Administration (FAA) required for the Provider to operate
and maintain the Airport under the City's FAA Operating Certificate. The
City and the Provider jointly shall cooperate to maintain the FAA Operating
Certificate throughout the term and any extended term of this Agreement.
c. 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 Provider'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 Provider 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 Provider shall also obtain and maintain in good standing training to deal
with emergencies, as directed by the City. The Provider shall also be
AG-S-095
Page 4 of 12
familiar with the City Emergency Preparedness Plan applicable to the
Airport and its on-site fuel system, and shall act in accordance therewith.
f. The Provider shall also notify, when and where appropriate, the FAA, and
any other State, regional or federal agencies and the City when accidents,
actions or occurrences take place at the Airport. In any event, the Provider
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 Provider 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 Provider's performance of the services provided for
herein, the City shall pay the Provider the fees and costs as indicated here. The
Provider shall submit to the City an invoice or statement of time spent on tasks
included in the scope of work provided herein, and the City upon acceptance of the
invoice or statement 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
Provider thereafter in the normal course, subject to any conditions or provisions in
this Agreement or Amendment. The Agreement number must appear on all
invoices or statements submitted. The not-to-exceed amount for this agreement
shall be $233,588.25 for 2017 and $419,535.00 for 2018.
10. Time for Performance and Term of Agreement
The Provider shall not begin any work under this Agreement until authorized in
writing by the City. The Provider shall perform the services provided for herein in
accordance with Exhibit "1" attached hereto and incorporated herein by this
reference, unless otherwise agreed to in writing by the parties. The Term of this
Agreement shall commence on the 1st day of June, 2017, and terminating on the
31st day of December, 2018, unless otherwise agreed to in writing by the parties.
11. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise
prepared by the Provider as part of his performance of this Agreement (the "Work
Products") shall be owned by and become the property of the City, and may be
used by the City for any purpose beneficial to the City.
Provider shall maintain on site all records required for the operations of the Airport
and shall be accessible to the City at all times. Upon termination of expiration of
this agreement, all records shall be surrendered to the City. Records from previous
years of service shall be kept for a minimum of 6 years and destroyed only after
consultation with and approval by the City.
AG-S-095
Page 5 of 12
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 Provider agrees that, notwithstanding such dispute or
conflict, the Provider 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 Garcia, Managing Member,
Aviation Management Group, on behalf of the Provider, and by the Mayor of the
City, or designee, 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: Aviation Management Group,
Kevin Snyder, AICP Jamelle Garcia
Community Development Managing Member
& Public Works Director 36618 55th Ave. S.
25 West Main Street Auburn, WA 98001
Auburn, WA 98001 253-939-4273
253=931-3091 jamelle@S5Owa.com
ksnyder@auburnwa.gov
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.
Either party may change his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
AG-S=095
Page 6 of 12
16. Insurance
The Provider shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
a. Airport Liability Insurance which includes coverage for premises liability,
products/completed operations, independent contractors, stop gap liability,
personal and advertising injury, hanger-keepers liability, pollution liability,
liability assumed under contract and a breach of warranty clause: Provider 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. Automobile Liability insurance, covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability
coverage. Provider shall maintain automobile insurance with minimum
combined single limit for bodily injury and property damage of $1,000,000.00
per accident.
c. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability,
personal injury and advertising injury, and liability assumed under an insured
contract. The Commercial General Liability insurance shall be endorsed to
provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General
Liability insurance for liability arising from explosion, collapse or underground
property damage. The City shall be named as an insured under the
Contractor's Commercial General Liability insurance policy with respect to the
work performed for the City using ISO Additional Insured endorsement
CG 20 10 10 01 and Additional Insured-Completed Operations endorsement
CG 20 37 10 01 or substitute endorsements providing equivalent coverage.
Commercial General Liability insurance shall be written with limits no less than
$1,000,000.00 each occurrence, $2,000,000.00 general aggregate, and a
$2,000,000.00 products-completed operations aggregate limit.
AG-S-095
Page 7 of 12
d. Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
a. The Provider's insurance coverage shall be primary insurance as respects to
the City. Any insurance, self-insurance, or insurance pool coverage maintained
by the City shall be excess of the Provider's insurance and shall not contribute
with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider
before commencement of the work. The City reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the City
at any time. The City will pay no progress payments under Section 9 until the
Provider has fully complied with this section.
17. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials,
employees, agents, and volunteers harmless from any and all claims, injuries,
damages, losses, or suits including attorney fees, arising out of or in connection
with the performance of this Agreement, except for injuries and damages caused
by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury
to persons or damages to property caused by or resulting from the concurrent
negligence of the Provider and the City, its officers, officials, employees, and
volunteers, the Provider's liability hereunder shall be only to the extent of the
Provider's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Provider'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.
AG-S-095
Page 8 of 12
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. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, sexual
orientation, age, or where there is the presence of any sensory, mental or physical
handicap.
20. Services in Potential Competition with Provider
The Provider 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
Provider, or with a business in which any principal, partner or participant of the
Provider is also a principal, partner or participant. Towards that end, the Provider
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 Provider 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.
There shall be no direct or indirect relationships, business or otherwise with private
hangar owners or tenants during the term of the Agreement without the consent of
the City. Consent will not be unreasonably withheld. If any exist, any and all
relationships shall be terminated within thirty (30) calendar days of execution of
this Agreement. For the purposes hereof, the City consents to the Airport Business
Consulting Service currently being offered by the Provider.
21. 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 affect or impair any right arising from any subsequent default.
AG-S-095
Page 9 of 12
22. Remedies not Limited
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
23. Termination and Suspension
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
Agreement.
It is 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) working 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)
working day's period, then the Agreement shall not be subject to termination
under this sub-paragraph.
b. The City or the Provider may terminate this Agreement upon not less than
one hundred twenty (120) days written notice to the other party.
c. If this Agreement is terminated through no fault of the Provider, the Provider
shall be compensated for services performed prior to termination in
accordance with the rate of compensation provided in Section 9 hereof.
24. 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.
25. 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 parties shall be
entitled to receive its reasonable costs and attorney's fees.
AG-S-095
Page 10 of 12
26. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the county in Washington State in which the
property or project is located, and if not site specific, then 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 Provider of the services.
27. 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.
28. 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.
29. 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.
30. 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.
AG-S-095
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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 AIRPORT MANAGEMENT GROUP. LLC,
d/b/a AVIATION MANAGEMENT GROUP
6.11
N ncy Back ayor Si nature 7C- 441- 6-1---
Name: 4, i
Title:
Federal Tax ID No:
Attest:
a
anielle Daskam City Clerk
Approved a.s to form:
r_
/
anie B. Nei., ity Attorney
AG-S-095
Page 12 of 12
EXHIBIT 1
SCOPE OF SERVICES
The PROVIDER shall provide the following services in the administration of the Auburn Municipal Airport
(AIRPORT)on behalf and at the direction of the City of Auburn (CITY):
A. PROVIDER shall assist in the administration and enforcement of the lease agreements,contracts,
documents, and instruments relating to the AIRPORT or its operation to which CITY is a party.
Such administration and enforcement assistance shall be consistent with the terms of the
Agreement for Services and be done in a manner that PROVIDER, in consultation with the CITY,
shall deem necessary or desirable for the efficient operation, maintenance, and management of
the AIRPORT.
B. CITY specifically authorizes PROVIDER to request and demand all rent and other such charges and
to initiate collection activities when PROVIDER 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 PROVIDER on behalf of CITY,and accounted for as provided
in the Agreement for Services. However, commencement of legal proceedings is subject to final
approval of CITY and may,at the CITY's discretion, be handled by the CITY.
C. PROVIDER may propose to the CITY capital improvement or property development work as a
result of its concept development and planning functions or related work as set forth in the
Agreement for Services.
D. PROVIDER will manage and operate the AIRPORT for the use and benefit of CITY and the general
public, in accordance with the requirements of the Agreement for Services, 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.
E. Without limiting the foregoing services to be provided by PROVIDER services shall include any of
the following as directed by the CITY: operation, management, concession, and janitorial service
as needed in any CITY-owned AIRPORT building or activity and not provided for though other
leases or if the space is vacant; advertising; compliance with applicable security requirements of
the FAA or other jurisdictional agency,subject to Section BB of this Scope of Services;airport and
grounds maintenance, ramp operations, airfield signage. and navigation, and general aviation
facilities maintenance: operation and management; public relations, and marketing. PROVIDER
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. PROVIDER shall provide fueling services at the AIRPORT. In connection therewith,PROVIDER shall
be responsible for purchasing the fuel wholesale, CITY and PROVIDER 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
AG-S-095, EXHIBIT 1
Page 1 of 8
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 for Services) or improvements to the fueling facility. PROVIDER shall submit
monthly an accounting of the fuel revenue. PROVIDER shall submit a detailed summary of
revenue and applicable expenses to the CITY quarterly and remit the CITY'S share of the net
proceeds from fuel sales.
G. PROVIDER 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 the schedule of rates,fees,
and charges will not alter the rental rates in existing leases or agreements except as provided
therein. PROVIDER 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.
H. PROVIDER 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 PROVIDER under the
Agreement for Services. PROVIDER is aware of and agrees to honor and respect the existing grant
agreements between the CITY and FAA, including related FAA assurances.
I. 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: PROVIDER agrees to provide AIRPORT security during non-business office hours, three
hundred and sixty-five (365) days per year. The.PROVIDER will bill each TENANT on the AIRPORT
the rate as set in the City of Auburn Master Fee Schedule.
K. Hours of Operation (business hours): PROVIDER shall operate the AIRPORT for public access
twenty-four(24)hours daily. At least one PROVIDER staff person shall be available at the AIRPORT
Monday through Friday 8:00a.m.to 5:00p.m.(exclusive of state and federal holidays)to assist the
public. During non-business hours, PROVIDER shall maintain a method of contacting the on-duty
staff person for assistance, via email or cellular telephone. PROVIDER 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 normal business hours.
L. If after hours'callout is required due to emergency response related to Operations of the Airport
requiring PROVIDER staff to be on site, a fee of$75.00 per staff hour with a one-hour minimum
will be billed to the CITY. The PROVIDER will notify the City within 24 hours of the emergency
situation. The PROVIDER will provide all necessary documentation of the personnel, equipment
and materials used in the emergency response as determined by the City for the City to seek
reimbursement of costs. Provider will assist the CITY in recovering from the entity requiring the
afterhours assistance.
M. Operating Policies and Procedures: PROVIDER shall provide and maintain a staff training program
and complete library of AIRPORT operating policies and procedures at the offices of the PROVIDER
at the AIRPORT.
N. Collection of Fees and Rentals: PROVIDER shall provide for routine invoicing and collection of all
fees, rentals, and property lease charges due the AIRPORT including:
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1. Property leases;
2. Hangar rents;
3. Transient and permanent tie-down fees;
4. Business office rent;
5. All other AIRPORT revenues
PROVIDER shall prepare and deposit cash receipts within 24 hours of receipt of the next business
day if received on a non-business day on behalf of the CITY and forward bank's deposit slips to
the City of Auburn Finance Department. The PROVIDER shall also prepare and submit to the City
of Auburn Finance Department with carbon copy to the City of Auburn Community Development
and Public Works Department a standard accounting report of all collections,on a monthly basis,
no later than the fifth working day after the end of the month in which the collections are made.
O. Credit Card Processing: In the event that the PROVIDER wishes to accept credit cards for payment
of fees other than fueling, the PROVIDER will work with the City in advance to establish the
process and procedures acceptable to the City.
P. Emergency Preparedness: PROVIDER will have available persons trained in the manner required
by applicable FAA regulations to respond to emergencies, such as fires, aircraft incidents, or
disasters.
Q. Financial Reports: PROVIDER shall maintain monthly records of all financial transactions relating
to all rent and other such charges collected as defined in section B of Exhibit 1. The format and
content of the monthly financial report shall be subject to the approval of the CITY's Finance
Director with carbon copies to the Community Development and Public Works Director and
Assistant Director of Engineering Services/City Engineer. Financial Reports will be submitted no
later than the fifth working day after the end of the month.
R. Support of AIRPORT Interest Groups: PROVIDER'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 provided to the CITY.
S. Emergency Expenditures: PROVIDER 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.
1. Report: Subsequent to authorizing emergency expenditures, PROVIDER shall provide a
written report to the CITY within five (5) calendar days. The emergency action shall be
reviewed by the CITY within fifteen (15)calendar days.
2. Reimbursement: Upon review and approval by the CITY of the emergency expenditure,
the CITY shall process the request for reimbursement to PROVIDER.
T. CITY Reimbursement: If PROVIDER fails to perform any operational or financial obligation
necessary to continued operation of the AIRPORT, CITY reserves the right to perform such
obligation of PROVIDER as may be necessary to assure continued operation of the AIRPORT and
to seek reimbursement from PROVIDER and/or withhold monies from any payments due to the
PROVIDER.
U. Maintenance/Utilities:
1. Preventative Maintenance/Minor Repairs:
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a. PROVIDER 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 for Services. PROVIDER's responsibility for
"Preventative Maintenance and Minor Repairs" shall be limited to $25,000.00
accumulated annually. All maintenance procedures and programs shall be consistent
with requirements of Federal, State and CITY agencies.
b. In furtherance of that responsibility, PROVIDER will:
i. Regularly inspect the AIRPORT for needed maintenance and repairs; and
ii. 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; and
iii. Remove, to the greatest extent legally and practically possible,
obstructions and restrictions as identified in FAA regulations;and
iv. Operate and maintain all existing or future upgraded AIRPORT owned
systems necessary and appropriate for operation of the AIRPORT
inclusive of lighting and markings necessary for runway operation.
2. Restorative Maintenance - Major Repairs: Subject to expenditures approved, budgeted
and authorized by the Mayor of CITY or his/her designee, PROVIDER agrees to perform
restorative maintenance and major repairs. PROVIDER 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 Section 2 of the Agreement for
Services. CITY agrees to provide such reimbursement within forty-five(45)calendar days
of presentation by PROVIDER of its invoices including all back up documentation as
deemed necessary by the CITY.
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. PROVIDER
will remove snow and ice within the capacity of the PROVIDER'S equipment. If the
PROVIDER's Capacity is exceeded, the PROVIDER will notify the City Immediately of the
need. CITY shall remove snow and ice from the runways and taxiways as City resources
allow.
4. Federal Facilities: AIRPORT aids operated and maintained by the FAA shall be specifically
excluded from any maintenance requirements under the Agreement for Services.
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5. Emergency Support Services: PROVIDER 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: PROVIDER 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.
PROVIDER 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.
V. Industrial Storm Water Permit Compliance.
a. The PROVIDER shall assist the CITY in maintaining compliance with the City's Industrial
General Stormwater Permit(Permit)for the Airport.This includes but is not limited to:
i. File and Maintain on site the appropriate documents to meet the intent of the
Permit conditions. These include but are not limited to the following:
1. Monthly Inspection Reports
2. Annual Report(Provided by the City)
3. DMR Reports(Provided by the City)
4. Quarterly Sampling Documentation and Lab Results (Provided by the
City)
5. Employee Training Log(For Providers Employees)
6. Commercial Tenant Training Log
7. Stormwater Pollution Prevention Plan (SWPPP) (Provided by the City)
8. Copies of the Permit(Provided by the City)
9. Copies of the Permit Coverage Letter(Provided by the City)
10. Spill Log
ii. Perform monthly storm system and site inspections and complete monthly
inspection reports on Monthly Site Inspection Form and provide a copy to the
City.
iii. Perform annual Stormwater Pollution Prevention Plan (SWPPP) and Permit
training for Providers Employees and Commercial tenants as required by the
Permit.This includes training of new staff at the time of hire.
iv. Perform ongoing monitoring of pollutant sources and illicit discharges, including
maintenance and implementation of specific Best Maintenance Practices(BMPs)
as required for source control of pollutants associated with airport operations per
the SWPPP. This includes but is not limited to such things as runway sweeping,
fuel delivery to the on-site tank, and other BMP's per the SWPPP.
v. Perform corrective actions to control spills and pollutant sources as required by
the Permit, including spill logs and communication with other required agencies
as appropriate for the situation. In all cases, provide immediate notification to
the City.
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vi. PROVIDER will assist the City with periodic updates of the Stormwater Pollution
Prevention Plan (SWPPP) as needed and required by the City's NPDES Phase 2
Permit.
vii. Perform quarterly discharge monitoring for visual oil sheen during periods of
consistent attainment as defined by the Permit through October of 2017.
b. The City will provide the following:
i. Copies of Permit documentation
ii. Copy of the SWPPP
iii. Copies of all DMR Reports completed by the City
iv. Annual Report completed by the City
v. Copy of the permit Coverage Letter when received by the City
vi. Sampling records and lab test results for sampling done by the City.
vii. Work with the PROVIDER to develop an appropriate training plan for the
PROVIDER's employees and the commercial tenants.
viii. Provide any necessary training for the PROVIDER's employees to perform the
monthly inspections, address spill issues, and completing the visual oil sheen
inspections.
W. Environmental Protection.
1. With assistance from the PROVIDER, CITY shall develop and maintain policies to assure
that the AIRPORT and AIRPORT tenants maintain compliance with Environmental
Protection Agency (EPA) standards and City of Auburn codes and/or other federal and
state regulations of 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 agreement and informational documents developed by
CITY and approved by CITY, PROVIDER will advise AIRPORT tenants of their obligation to
comply with all environmental laws, including, but not limited to, Environmental
Protection Agency (EPA) standards and City of Auburn codes and/or other federal and
state regulations 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.
X. Planning. Development, and Audit:
1. Planning and Development: CITY shall, with the assistance of PROVIDER and with the
Airport Advisory Board, provide for planning and development of the AIRPORT and the
surrounding AIRPORT lands in cooperation with CITY staff. PROVIDER shall assist as
requested by the CITY in the development of new facilities and services in accordance
with the currently approved Airport Master Plan.
2. Airport Layout Plan (ALP): PROVIDER shall submit periodic input concerning the ALP to
CITY. CITY agrees to update the ALP database and provide revised copies of the ALP as
requested by PROVIDER or required by governing agencies.
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3. Five-Year Capital Plan: PROVIDER shall assist the CITY with the development of and
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. The CITY shall be responsible for updating the Washington State
Department of Transportation-Aviation Division (WSDOT-Aviation) and FAA on changes
to the AIRPORT's Capital Plan.
4. Quality Review: It is agreed that PROVIDER 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. PROVIDER shall make all records relating to the
Agreement for Services available for review and audit during normal business hours by
the CITY and/or independent auditor.
Y. PROVIDER shall assist the CITY in the preparation of a Biennial Budget as requested that shall
include the following:
1. Revenues: A detailed projection of revenues relating to AIRPORT fees and services
collected by the PROVIDER for each calendar year shall be developed. The projection shall
be submitted by PROVIDER on or about August 1 of the initial year of the Biennial Budget
for review and concurrence. For the second year of the Biennial Budget,this plan shall be
submitted by April 1 for the two (2)following years.
2. Expenses: For Operational costs not identified in Exhibit 2 of the Agreement for Services,
PROVIDER shall provide a detailed projection of operational needs anticipated for each
calendar year.
3. Capital Improvements: PROVIDER shall provide comments on the City's Capital Facilities
Plan as requested by CITY.
Z. Performance Standards: PROVIDER must perform reasonably, safely, legally, and in a manner
consistent with the Agreement for Services. PROVIDER shall also be responsible to provide, in
connection with the services contemplated in the Agreement for Services, work product and
services of a quality and professional standard acceptable to the CITY. PROVIDER 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 the Agreement for Services.
AA. PROVIDER'S Duty to repair: PROVIDER shall repair any and all damage to the property of CITY
located at the AIRPORT caused by PROVIDER, its agents or employees.
BB. Compliance With Heightened Security Requirements: PROVIDER 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 Section 2 of the Agreement of Services the reasonable out of pocket cost incurred by
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PROVIDER, 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 PROVIDER shall be reimbursed its reasonably necessary cost to comply with new
security mandates within forty-five (45) calendar days of presenting invoices with all back up
documentation deemed necessary by the CITY for such cost, following the inspection described
above.
CC. Exclusion for Litigation Support: The Scope of Services does not include services of PROVIDER 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 PROVIDER is not a party. All such services required or requested of PROVIDER by the CITY,
will be work compensated under Section 2 of the Agreement.
DD.Wildlife Depredation: PROVIDER shall, if required to maintain and protect the public health and
safety resulting from and relating to airport operations, engage in a program of wildlife control
measures,to include wildlife depredation,so long as said activities are conducted in compliance
with the provisions of a Wildlife Hazard Management Plan acceptable by the Federal Aviation
Administration. PROVIDER shall for any shooting activities comply with the terms of a current
Migratory Bird Depredation Permit for any bird species protected by the Migratory Bird Treaty
Act(16 U.S.C. 703-712.Shooting activities shall also comply with the Auburn Code 9.34.030 and
all other applicable federal, state and local laws, and shall be conducted so as to minimize the
risk of injury to persons or to real or personal property.
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