Loading...
HomeMy WebLinkAbout05151 - JOHN F BROWN CO INC AVIATION CONSULTING SVCS IMPLEMENT CFC PROGRAM Page 1 of 1 Cindy Berardi From: Janet Buck Sent: Wednesday, October 17, 2007 10:52 AM To: Cindy Berardi Subject: RE: John F. Brown Co. A5151 Yes you may. Thank you,jb From: Cindy Berardi Sent: Tuesday, October 16, 2007 9:58 AM To: Janet Buck Subject: John F. Brown Co. A5151 Attached is a Fastrack printout on the above company whose contract appears to be completed. Can I close it out? Thank you Cindy bc-ardi DapuL,y CiEy CIerL 0M..If Lk. City Clerk City of Palm 5prin-5 P.O box z7-r3 Falm 5pring5, CA 92262 (760) 522-8355 Cindy.5arardiC�_- pro 10/17/2007 John F. Brown Co., Inc. _ Aviation Consulting Services AGREEMENT #A5151 MO 7731 9-7-05 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR AVIATION FINANCIAL CONSULTING SERVICES FOR THE IMPLEMENTATION OF A CUSTOMER FACILITY CHARGE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this_\�611_day of �OVft�VL_ ,2005, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Jahn F. Brown Company, (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Contractor shall provide those services specified in the"Scope of Services" attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein as the "services"or"work"hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards"shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein bythis reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder. i JOHNFBROWN_LONG FORM CONTRACT SERVICE AGREEMENT_090905_MODO92105 AND/ 1.5 FamiliaritVwithWork. By executing this Contract,Contractor warrants that Contractor(a)has thoroughly investigated and considered the scope of services to be performed, (b)has carefully considered howthe services should be performed,and(c)fully understands the facilities,difficulties and restrictions attending performance of the services under this Agreement: If the services involve work upon any site,Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry outthe purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work maybe undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)the time to perform this Agreement,which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or$25,000, whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"attached hereto as Exhibit"B"and incorporated herein bythis reference. In the event of a conflict between the provisions of Exhibit"B"and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2 JOHN F BROWN-LONG FORM CONTRACT SERVICE AGREEMENT._090905_M00092105 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the"Schedule of Compensation" attached hereto as Exhibit"C"and incorporated herein by this reference, but not exceeding the maximum contract amount of forty-eight thousand nine hundred and forty-five Dollars, ($48,945.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Conti-actor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1 st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance"attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time periods) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and 3 JOHN FBROWN LONG FORM-CONTRACT SERVICE AGREEMENT_090905_MOD092105 without the fault or negligence of the Contractor, including,but not restricted to,acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,strikes,freight embargoes,wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three years plus two one year extensions at the option of the City from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officershall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Aqainst Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required 4 JOHN F BROWN JONG FORM CONTRACT SERVICE AGREEMENT 090905 MOD092105 i hereunder without the express written approval of the City. In addition, neither this" Agreement nor any interest herein may be transferred, assigned, conveyed,hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding,this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons orentities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor,the Contractor shall submit evidence to the City that such good faith efforts have been made orthat no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control overthe manner, mode or means by which Contractor, its agents or employees, perform the services required herein,except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role, Contractor shall not at anytime or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single 5 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT 090905_MOD092105 I 4 limit of a least$1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsementform CG2010(1185) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory "requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d)Additional Insurance. Additional limits and coverages,which may include professional liability insurance, will be specified in Exhibit 'B". All of the above policies of insurance shall be primary insurance.(Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractors activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractorand such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations, errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person,firm or entity arising out of or in connection with the 6 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 i negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence orwillful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractorwill promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of orfailure to perform such work,operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work,operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a 7 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOP092105 determination of increased coverage by the City Manager to the City Council of City within ten (10)days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work orservices contemplated herein or, if Contractor is providing design services,the cost of the project being designed,Contractorshall promptly notifythe Contract Officer of said fact,circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractorfails to secure such assignment, Contractor shall indemnify Cityfor all damages resulting therefrom. 6.4 Release of Documents. The drawings,specifications,reports, records, documents and other materials prepared by Contractor in the performance of services underthis Agreement shall not be released publicly without the priorwritten approval of the Contract Officer. 8 JOHN F BROWN-LONG FORM CONTRACT SERVICE AGREEMENT_090905_MOD092105 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside,State of California,or any other appropriate court in such county,and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10)days of service of such notice and completes the cure of such default within forty-five(45)days after service of the notice, or such longer period as may be permitted by the injured party;provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action,and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's orthe Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing orfailing to perform Contractor's obligation underthis Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appearto be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9 JOHN F BROWN JONG FORM CONTRACT SERVICE AGREEMENT_090905_MOD092105 i l 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or differenttimes, of any other rights or remedies forthe same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity,to cure, correct or remedy any default,to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, orto obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall pay to the City the sum of Not Applicable ($N/A) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed bythe Contractor any accrued liquidated damages. 7.8 Termination Priorto Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at anytime, with or without cause, upon thirty(30)days'written notice to Contractor,except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60)days'written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2, 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take overthe work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that 10 JOHN FBROWN LONG FORM CONTRACT SERVICEAGREEMENT_090905_M00092105 the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys'Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted,whether legal or equitable,shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION 8.1 Non-IiabilityofCity Officers and Employees. No officeror employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership orassociation in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice,demand, request,document,consent, approval,or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY i1 JOHNFBROWN JONG FORM CONTRACT SERVICE AGREEMENT 090905 MOD092105 I OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other parry of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,arrangements,agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the.event that any one or more of the phrases, sentences,clauses, paragraphs,or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases,sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement,such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said parry is bound. (SIGNATURES ON NEXT PAGES) 12 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 r i IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST., a municipal corporation / C/ Clerk r City Manager r APPROVED O FORM: APPROVED 6Y CO COUNCIL By: City Attorney JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 13 CONTRACTOR: John F.Brown Company' Check one:_individual_Partnership,2Corporation 659 Van Meter Street,Suite 500 Cincinnati, Ohio 45202 Corporations require two notarized signatures,one from A and one from S: A.Chairman of Board,President,or any Vice Pre7qw si ant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). �} I arized) SignaEur/e�t(notarized / Name: f+�1Cho,e T•jjd"CLUti� Name: 6,,,)encer I ' D1 IoL1d Title: Felt'S I �� Title:. 5 e C rif k-r� Address: toV��71 V(U-) ���' � �f 5Ui k 1506 Address: 6n5q olclu 1��)4CIA 60 1 k 5oo Cincknnct- , , 00 116202- C1nonna+i 6H 05262 An State of C)hlc } State of 0 h I L� County of F"fArwl�on )as County of f-�1Jb�}ss 'n ff 2 On1101 �oreme, MICbCtQ� PD1OLdn On00V•�12obefore me, `6y-0C2/ 0 - � IoAlUt personally appeared axx he_ 1S personally appeared w\c� he 1`.a personally known tome(or proved tome on the basis of personally known tome(or proved tome on the basis of satisfactory evidence) to be the person(s) whose satisfactory evidence) to be the person(s) whose name(s)is/are subscribed to the within instrument and name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same acknowledged to me that he/she/they executed the some in his/her/their authorized capacity(ies), and that by in his/her/their authorized capacity(ies), and that by his/her/theirsfgnature(s)on the instrument the person(s), his/her/theirsignature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, or the entity upon behalf of which the person(s)acted, executed the instrument. executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Nota // Jy� Signature: ��'�`� ' d Signature:�l C Notary Seal: Notary Seal: LORI K.BRADY -�� LORI K.BRADY 4` Notary Public,State of Ohio Notary Public,State of Ohio My commission expires 09/15/2009 (D ` My commission expires 09/15/2009 • Tq���. "•.`9TE OF Ott:: I4 JOHN F BROWN LONG FORM CONTRACT SERVICE AGREEMENT 090905 MOI)092105 i EXHIBIT "A" SCOPE OF SERVICES Scope of Work The objectives of this engagement are to: 1)undertake a comprehensive review of the Airport's current rental car concession program and rental car operating practices at PSP; 2) make recommendations for changes in the program and operating standards consistent with the Airport's goals and objectives,as well as airport industry best practices for rental car concessions and operations; 3) formulate a new rental car concession program that will be implemented by means of an Invitation for Bid process;4)formulate a CFC program for rental car customers at PSP consistent with California statutory authority; 5) assist the Airport to study the financial and physical feasibility, planning for potential consolidated or common-use rental car facilities, all within the timeframes set forth by the City. TERM The term of this contract will be one year. PHASING OF WORK Work under this contract will include a comprehensive review of the rental car program at PSP, preparation of a written assessment of PSP's rental car concession program, operations and facilities outlining recommendations for changes to the program, implementation of a CFC and completion of an solicitation process for rental car concessionaires. The specific scope of work to be completed is detailed below. 1) Comprehensive Review of Existing Program • JFB will review and summarize all current leases, concession agreements, operating agreements, license agreements, facility leases, ground leases and any other agreements relating to on-airport and off-airport concessions/operating rights at PSP. JFB will also review pertinent Airport and City Ordinances, Rules and Regulations and prior IFB documentation. JFB will be provided copies or electronic versions of these documents by Airport staff.JFB document review and due diligence will be forthe purposes of determining current terms of agreement, and identifying business terms, contract provisions and operating standards and procedures that could be revised consistent with the Airport's goals and objectives and best practices at other airports.JFB's review will also focus on provisions in the agreements that relate to current and anticipated issues in the airport rental car industry, including, but not limited to: industry consolidation and "dual branding", Chapter 11 bankruptcy filings, contract and operating defaults and enforcement mechanisms, performance bonds and other forms of security, customer facility fees, rental car company concession recovery fees (newly IS JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 I I I permitted in California for business rentals as of 2005), environmental obligations, common use facilities, and auditing of gross revenues. ■ JFB will review relevant documents concerning legal decisions and current litigation, if any, concerning rental car concessions, business practices and operations at PSP and in the State of California.JFB will undertake a search of any current legal proceedings, either state of federal, which may involve these issues. ■ JFB will review documents and talk with staff about any planned changes in facilities and operations at PSP that could have short or long term impacts on rental car agreements. ■ JFB will meet with appropriate PSP management and staff to determine the desired goals and objectives for the Rental Car Concession Program, both for the near term and for the long term. JFB will work to achieve a consensus where possible and, if necessary, seek to resolve conflicting goals and objectives. • JFB will conduct interviews with key operating and properties representatives from several of the on-airport and off-airport rental car companies to obtain their input on current concession operations, and suggestions on improvements to operations and customer service. 2)Written Report and Recommendations to Staff JFB will draft a written assessment of the Airport's current overall rental car concession program for presentation to staff. This assessment will: • Summarize the key terms of the current operating, lease and facility agreements and compare them to recent agreements at other airports. ■ Detail the current methods of operation of the rental car companies at PSP and summarize their comments on how they perceive the current rental car concession program, their suggestions for changes and improvements to customer service and operations. • Make recommendations for changes in the terms of agreements, operating standards, and minimum standards that are consistent with current industry trends and best practices. These recommendations will take into consideration the goals and objectives of the Airport as a whole and the overall rental car concession program in particular. Recommendations will focus on developing a rental car concession program and document structure that is consistent, legally defensible,flexible,maximizes revenue to the Airport, and maximizes the use of operating space while not compromising customer service. • JFB will present this draft report to staff in written form and at a working session, where the contents will be discussed and staffs questions and feedback can be given. JFB will then revise and finalize the report and provide the final version in Microsoft Word format to the Airport. 16 JOHN F BROWN_TANG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 3) Development and formulation of a Customer Facility Fee JFB will assist with the development and formulation of a Customer Facility Fee at PSP. ■ JFB will provide information to staff and management on CFCs at other California airports implemented pursuant to specific California legislation, including the amounts and the uses for these fees. ■ JFB will advise staff on relevant policy issues and make recommendations to assist the Airport in determining the desirability and implications of imposing a CFO. The categories of costs to which a CFC will apply is a key issue JFB will provide information on how these issues have been dealt with at other California airports,and make recommendations to the Airport consistent with its goals and objectives and the overall rental car concession program. ■ JFB will obtain historical data from the Airport and the rental car companies on gross revenues, transactions, and transaction days. JFB will aggregate this data and project future transaction and transaction day levels. ■ JFB will provide the Airport with financial analysis, using various models already developed by the John F. Brown Company, showing various scenarios for sources and uses of CFC revenues at PSP. • JFB will provide the Airport with examples of ordinances/resolutions implementing CFCs at other California airports and assist and advise the Airport on developing a CFC implementation ordinance at PSP. JFB will draft proposed ordinance / resolution implementing a CFC at PSP. ■ JFB will assist staff in developing a strategy for communicating and presenting CFC development and implementation methodologyto the rental car concessionaires and other stakeholders. ■ JFB will prepare financial feasibility studies required by the Airport to implement a CFC. The feasibility study prepared pursuant to this task is intended to be used for internal Airport purposes, and not to support the marketing and issuance of bond debt. 4) Invitation for Bids (IFB) Process • Under direction of staff, JFB will develop a comprehensive and cohesive strategy for communicating to all stakeholders the key provisions of the IFB and the rental car concession program that it is designed to implement. These communications must include the Airport Commission, Airport Management, Airport legal counsel, other Airport staff, and of course, the potential rental car concessionaires and their various representatives. • With staff, JFB will develop a comprehensive timeline, including milestones and decision points, for the IFB process. • JFB will develop all documents necessary for the IFB process,including,at a minimum,the invitation,the concession agreement, and any relevant leases and consortium agreements. 17 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090906_MOD092105 , l � ■ JFB will participate in Airport staff meetings to prepare for pre-bid meetings with the rental car companies; participate in the pre-bid meeting(s); and participate in staff debriefing sessions after the pre-bid meeting(s). JFB will assist staff in determining significant issues raised at the meeting(s) and in separating those issues from mere competitive rhetoric. ■ JFB will assist staff in formulating responses to the rental car companies on those significant issues and assist the Airport's legal staff with any required document revisions. ■ When bids have been received and awarded, JFB will assist staff in the facility space allocation process, and assist staff with finalizing all necessary documents for execution by the concessionaires. 1s JOHNFBROWN LONG FORM-CONTRACT SERVICE AGREEMENT_090905_MOD092105 EXHIBIT 'B" SPECIAL REQUIREMENTS Section 5.3 Performance Bond: hereby waived from the agreement. 19 JOHN FBROWN LONG FORM CONTRACT SERVICE AGREEMENT_090905_MOD092105 EXHIBIT "C" SCHEDULE OF COMPENSATION (see attached) 20 JOHN FBROWN LONG FORM CONTRACT SERVICE AGREEMENT 090905 M00092105 i 1 ;I Budget Estimates Palm Spring International Airport Proposal KMG JEE SLE JWG Support Total KMG JER SLE JWG Supp rt Total Air Hotel Other Total Rates S 175 $ 175 5 175 $ 155 70 Phase 1)Program Review Review all relevant documents 4 2 - - - e b 700 b 350 $ - $ - $ - $ 1,050 $ - $ - S - $ 1,OE0 Review relevant legal issues 2 1 - - 3 350 175 - - 525 - - - 525 Interview PSP staff re.PSP plans 4 - - - - 4 700 - - - - 700 1.000 150 60 1,910 Set goals and priorities with staff 4 4 - - - 8 700 700 - - - 1,400 - - - 1,400 Interview key RAC staff 4 - - - - 4 700 - - - 7C0 - 700 2)Written Report and Recommendations Summarize key provisions and 4 2 - - - 6 S 700 $ 350 $ $ 5 - S 11050 S $ - $ S 1,050 compare to industry best pMOM - - - - - - - - - - - " Recommend changes 4 2 - - - 6 700 350 - - - 1,050 1,000 150 60 2,260 Present report to staff 6 4 - - 4 14 11050 700 - 280 2,030 - - 2,030 Finalize Report 2 2 - - 4 8 35D 350 - - 280 980 - - 960 3}Implement CFC Provide data re.CFC's other arpts 2 2 - - - 4 $ 350 $ 350 $ - $ - $ - S 700 $ . - $ - $ b 700 Provide guidance m.polloy issues 6 2 - - 8 1,050 350 - - - 1.400 - - - 1,400 Gather data,construct projections 4 1 - 4 - 9 700 175 620 - 1,495 1,000 150 60 2,705 Develop financial analysis 6 4 8 8 - 26 11050 700 1,400 1.240 - 4.320 - - - 4.390 Draft Ordinance 6 2 - - - 10 1.400 350 - - 1,750 - - 1,75D Develop strategy for CFC impleman 4 2 - - 6 70D 350 - - - 1,050 - - - 1,050 Develop financial feasability study 12 4 12 8 - 36 2,100 700 2,100 1.240 - 6.140 6,140 4)IFB Process Develop tFS strategy 4 2 - - - 6 S 790 S 360 S - $ - $ - $ 11050 S - b - $ - $ 1,050 Develop timeline,milestones 4 1 - - - 5 700 175 - - - 875 - - - 875 Draft all IFB and contract documen6 35 6 - 42 6,300 1,050 - - - 7.350 - - - 7,350 Attend staff meeLngs,pre-bid meelf 16 8 - - 24 2,80D 1,400 - - - 4.200 3,001) 500 180 7,880 and de-briefing sessions - - - - - - - " Draft responses to RAGS 4 2 - 6 70D 350 - - - 1,050 - - - 1,050 Assist with facility allocation proses: 4 - - - - 4 700 - - - 700 - - - 70D Total 144 53 20 20 8 245 $25.200 $ 9,275 $ 3,500 $ 2,100 $ 550 S 41,635 $ 6,000 $ S50 $ 361) S 48,945 090805_JF8 PSP_Compensation_Schedule EXHIBIT "Do SCHEDULE OF PERFORMANCE TERM The term of this contract will be one year. (see attached) z1 JOHN F BROWN_LONG FORM_CONTRACT SERVICE AGREEMENT_090905_MOD092105 t Palm Springs International Airport Rental Car Concessions 2005 2006 August September October November December January February March April May June PHASE 1 Timeline I i 1)Program Review Review all relevant documents Review relevant legal issues Interview staff re.PSP plans Set goals and priorities with staff interview key RAC staff 2)Written Report and Recommendations Summarize key provisions and compare to industry best practices Recommend changes Present report to staff Finalize report 3)Implement CFC Provide data re.CFC's other arpts Provide guidance re.policy issues Gather data,construct projections Develop financial analysis Draft ordinance Develop strategy for CFC implementation Develop financial feasability study 4)IFB Process Develop IFB strategy Develop timeline,milestones Draft all IFB and contract documents -- Attend staff meetings,pre-bid meetings, and de-briefing sessions Draft responses to RACS Assist with facility allocation process OF PRIM $V 4n M E M O R A N D U M TO: Steve Zehr Assist. Director of Aviation FROM: \Kathie Hart, CIVIC Chief Deputy City Clerk DATE: November 30, 2005 SUBJECT: John F. Brown Co., Inc. A5151 cc: File ,Attached are three duplicate originals of the above referenced agreement. I have retained the original for our files. Please feel free to contact me if there are any questions and/or if additional information is necessary, ext. 8206. /kdh attach. CONTRACT ABSTRACT Contract Company Name: John F. Brown Co, Inc. Company Contact: Karen George Summary of Services: CFC -Aviation Consulting Services Contract Price: $48,945 Funding Source: 415-6002-43200 Contract Term: 1 year Contract Administration Lead Department: Aviation Contract Administrator: Steve Zehr Contract Approvals Council/ Community Redevelopment Agency Approval Date: 9/7/05 Minute Order/ Resolution Number: M07731 Agreement No: A5151 Contract Compliance Exhibits: Yes Signatures: Yes Insurance: Yes Bonds: N/A Contract prepared by: Steve Zehr Submitted on: 11/4/05 By: Janet Buck i 04 PAtM Qa4 " W . . V ♦+ C t011litt IFORN�*t To: Office of City Clerk From: Office of Procurement& Contracting Subject: CPC- Aviation Consulting Services Date: November 7, 2005 Attached are the following documents: i Vontract Abstract v -sets of Contract documents executed by Contractor and notarized ertifrcates of Insurance for the required policies peonfinnation of status of insurance carriers Original proposal H:\USERS\WPPUBLIC\CONTRACT PROCESSING\Clerk transmittal Advanced Equipment Convention Center.wpd 09i20/05 13:49 N0.011 D02 9EP-20-2005 13:22 P.02102 A(:mm VCR I it II+PI I C Vr WAOILI I 1 11\AiVIlA3BTr E� BROitR7-20 120/05 PRODUCER THIS CERTIFICATE IS 136UED ABA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Rixey-Harry Ins. Group, Inc. HOLDER.THIS CERTIFICATE DOES NOT AMEND,WEND OR 106 Indian Rill Road ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. Terraei) Park OR 45174 Phone: 513-931-2200 Fax:513-931-2963 INSURERS APPORDINGCOVERAOE MAC# u3WRCE HOUR&AA Lloyd'a of London INSURER 0: v 0 a a £. Hrown Co. , Inc. ^— '1gj7� }p F. Hr0 YR1 INSURER C, _ op Van 34pCar INSUR9Rp sneAnnats R 45202 INSURER E: COVERAUES THE POIUC43 OF INSURANCE LISTED BELOW HAvE SEEN ISSUED TO THE INOURED NAMED ABOVE FOR THE POLICY PERIOD INOICAYEO NOTWITRSTµ DING ANY REQWIRENENT,TERM OR CCNDTTION OF AFY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY RE ISSUED OR L4Y"ERTNN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND COH0710143 OF SUCH POLICIES,AGGREGATE LIM T3 BROWN MAY HAVE DEER REDUCED$Y PAID CL_AIMB, TYP E PE OF U43URANCE POLICY NWMBER qA TB MMRI LUJTS ov EPAL LAWLGY EACH OCCURRENCE 3 COWVJIEHCIAL GENERAL LIABILITY PREMISES EA BaDIAnw 1 CLAWMACE ❑OCCUR NED EXP(Afy RM pelWn) 3 PERSONALAAOVRIIURY S GENERAL AGGREGATE 3 GENL AGGREGATE LDpAIT, APPUE3 PER' PRODUCTS.COMPIOR AGG S PCLCY JTEL'T UCC AUTOMOBILE LAI ITY COMBINED SINGLE LIMIT ANY AUTO (La Awdwj 7 ALL OWNED AUT07 eooaYlNLURr 3 SCHEDULED AUTOS (Pe Penes) HIRED AUTOS _ BODILY NON.OWNEO AUTOS IPV Fuid q) f enD PROPOTYDAMAGE 3 y IPx P:nee�7) I GARAGE LIAOILTY AUTO ONLY-EA ACCIDGNT F ANY AUTO DTH66R THAN EAACC ; AUTO ONLY; ACO ; D(EEB;AIYBJiELLA LUIDIUIY EACH OCCURRENCE I OCCUR CLAIM31MADE AGGREGATE_ 3 3 OEUUCTIM S RETENTION 3 _ S .^ MICRP,ER3 C07uENSATION AND WF GATITS ER E3IIUDYERS LUOILRY ONNiCILERME7ABER IXGIUDE09 -____ EL EACH ACCNENT 3 __--- -- ---x - -_ - - - E E -" YFL DMEJV •E LO _- 3 pcealWNI1r IALPROV31ONSWo. _— E,L OISIUSE-POLICY LINT 3 OTHER A Profeasional Liab ARJM093015TO 1129/05 01/28/06 Par claim $1,000,000 ra ate 1 000 a0o O RHJ OF DPEMTIONvi LOCATIOR3(VE71wLE91 ExCLLwmNa AODEO BY ENDOMERFNTISPECULLP vIBIONE CERTIFICATE HOLDER CANCELLATION 'I PALMSPR BNOULOANTOFTNB ABOVE DESCRIBED POVGE9 BECANCELLECBEFORE7HEEMRAT10N DATE THEREOF,THE ISSUING rNSVRER WILL ENDEAVOR TO NAA, 30 DAYS WRRmEN City of Palm Springs NOTICE TO THE CERTFICATE HOLDER NAMED TO TNI LEFT,OUT FAILURE TO DO$O SHALL B *14 Box 27d3 IMPOSE NO 1�4IfAQ0r DO B IMPO NO OBLIGATION OR LABILITY OF ANY KIND UPON M ER EINGURITSAGENTSOR PO Palm 9pringa CA 92263 RISMS rc TIVEB, AUT REPRSBENTA i ACORD 75 paovaYI m ACORO CORPORATION 1986 TUTRL P.02 AC01 CERTIFICATE OF LIABILITY INSURANCE OP ID B DATE(MMIDD/YYYY) BROWN-2 09/20/05 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Rixey-Berry Ins. Group, Inc. HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 706 Indian Hill Road ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Terrace Park OH 45174 Phone: 51-3-831-2200 Fax:513-831-2963 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA cincinnatr Insurance company INSURER B JohMichael INSURER F. Brown CO. , Inc.InC. & F /� ael J. Brown � e 659 Van Meter St. Ste 500 INSURER Cincinnati OH 45202 INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE(MM�0/YV E PDATE MMID�/YY N LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CPP 067 42 09 08/10/05 08/10/06 PREMISES(Eaoccurenca) $500,000 CLAIMS MADE X� OCCUR MED EXP(Any one person) $ 10,000 A X Employers Liabil. PERSONAL&ADV INJURY S1,000,000 $1,000,000 limit GENERAL AGGREGATE s2,000,000 GEHL AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG .$2,000,000 POLICY F PE0 LOC AUTOMOBILE LIABILITY A ANY AUTO CPP 067 42 09 08/10/05 08/10/08 COMBINED SINGLE (E...tler[) $ 1,000�000 Idler[) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILYINJt) $ X NON-OWNED AUTOS (Perraccident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC S AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $4,000,000 A X OCCUR � CLAIMSMADE CCC 440 25 66 08/10/05 08/10/08 AGGREGATE $ 4,000,000 S DEDUCTIBLE $ RETENTION $-0— $ WORKERS COMPENSATION AND X TORY LIMITS Eft A EMPLOYERS'LIABILITY WC1905322-06 02/01/05 02/01/06 ELEACHACCIDENT $ 100 000 - ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? - ---- EL DISE.vSE-EA EMPLOt'EE S 10 000 If yes,dessi ibe under SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT :500:000 OTHER DESCRIPTION OF:OPERATIONS I LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS The City of Palm Springs is named as an additional insured as per ISO form CG2010 (11/85) or equivalent language as per contract. CERTIFICATE:HOLDER CANCELLATION PALMSPR SHOU LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City Of Palm Springs NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Attn: City Manager IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR PO Box 2743 Palm Springs CA 92263 REPRESENTATIVF /JWFHORFLE'D RFjPRESgNTATIVE E13pa ACORD 25(2001/08) 1 ©ACORD CORPORATION 1988 Best's Rating Center - Search Results Page 1 Page 1 of 1 - f- View Ratings Financial Strenatti Issuer Credit Securities Advanced Search Other Web Centers. Selecl One - Search Results Page 1 of 1 3 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with Cincinnati Insurance "ro refine your search, please use our Advanced Search or view our Online Help for more information. New searcn Qnc,nnaO Insurance View results starting with: A B C D E F G H I J K L M N O P Q R S T U V W X Company Information Financial Strength Ratings Issuer Credit Ratings s a. Outlook/ # Outlook/ AMBH T Company Name 'r' Rating' T Implication 's Long-Term T Implication T Short-Term *^ Do 04294 $Cincinnati Insurance Companies 1"A+y Stable aaa Stable u5 (Property/Casualty-A.M.Best j Yp rhnr Consolidated Group) 19571 Cincinnati Insurance Companies us (Property/Casualty-Company Consolidated Financial Statement) i 00258 Cincinnati Insurance Company A++ Stable sea Stable us (Property/Casualty-Insurance Company) ;' y F I� � Note:Financial Strength Ratings as of 1110712005 12:48 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated G/ It note that Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are FSR ratings. Denotes Under Review Best's Ratinass Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile These ratings are neither a warranty of a company's financial strength nor its ability to meet i obligations,including those to policyholders View our entire notice for complete details. ........... .._.. ____..._. ___._._..,...,.._..__................. _. ._. ... ......._._._.._. _.___.. ..._._._.... ...__._._�.__...,. Customer Service I Product Slppod I Member Center I Contact Info I Careers About A M_Best I Site Map I Prlvacy Policy I Security I Terms of Use I Legal&Licensing Copyright©2005 A M Best Company,Inc.All rights reserved. A M.Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U.S.A. http://www3.ambest.coin/ratings/RatingsSearch.asp?AltSrc=9 11/7/2005 Best's Rating Center- Search Results Page 1 Page 1 of 1 = A fJ View Ratings Financial S_tre_ngth Isomer Credit Secunties Advanced Search Other Web Cenlem Select one - Search Results page 1 of 1 1 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with Lloyd's of London To refine your search, please use our Advanced Search or view our Online Help for more information. New searm Uoyd's or London View results starting with: A B C D E F G H I J K L M N O P Q R S T U V W X Company Information Financial Strength Ratings Issuer Credit Ratings ` Outlook/ Outlook/ AMB# + Company Name T Rating '' Implication F Long-Term 'T Implication Short-Term T Dc 85202 L2yd's of London k Stable a Stable Um r� (Composite-Company Consolidated Financial Statement) J' Mote: Financial Strength Ratings as of 1110712005 12:48 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated G/ 1:note that Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are FSR ratings. * Denotes Under Review Best's Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet 1 obligations,including those to policyholders.View our entire notice for complete details Customer Service I Product Support I Member Center Contact Info I Careers About A.M.Best I Site Map I Privacy Policy I Security I Terms of Use I Legal&aI Licensin�7r Copyright©2005 A M Best Company,Inc.All rights reserved. A.M.Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U.S A http://www3.ainbest.com/ratings/RatingsSearch.asp?AltSrc=9 11/7/2005 ORIGINAL 1 OHN f BROWN COMPANY AIRPORT MANAGEMENT CONSULTANTS ' Request for Proposals ' Aviation Financial Consulting Services for the Implementation of a Customer Facility Charge Palm Springs International Airport ! ,June 17, 2005 -� rw John F. Browm Company ' 659 Van Meter Street,Suite 500,Cincinnati, Ohio 45202 (513) 321-6080: Telephone, (513) 321-6125:Fax ' mail@johnfbrovvm.com Building integrated business solutions for tomorrow's airports. 1 1 � � F BROWN CO �Ff MANY AIRPORT MANAGEMENT CONSULTANTS 1 1 ' June 16, 2005 1 Bruce Johnson City of Palm Springs Procurement and Contracting Division 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 RE: Proposal to Provide Aviation Financial Consulting Services for the Implementation of a Customer Facility Charge at Palm Springs International Airport. ' Dear Mr.Johnson: ' This letter transmits our Proposal to Provide Aviation Financial Consulting Services for the Implementation of a Customer Facility Charge at Palm Springs International Airport. We trust this response demonstrates why John F. Brown Company (JFB), given its qualifications and experience, is ideally suited to assist the Airport with this exciting project. We appreciate the opportunity to present our credentials, and would be pleased to discuss our experience and qualifications with you at your convenience. If you have any questions or desire additional information, please do not hesitate to contact me at jbranda@johnfbrown.com (630-548-3940)or Karen George at kgeorge@johnfbrown.com(612-385-4642). tSincerely, ' JOHN F. BROWN COMPANY, INC. 4�'- 6 &'-4 James E. Branda Managing Consultant Enclosure JEB/mlh 659 VAN METER STREET, SUITE 500 • CINCINNATI, OH 45202 ' 513-321-6080 FAX 513-321-6125 :�pvpt aiij� �IOHN F BROWN COMPANY ' AIRPORT MANAGEMENT CONSULTANTS Pa^m S�f^n95 TABLE OF CONTENTS A. Offeror's Work Proposal............................................................................................................. 1 Background................................................................................................................................. 1 Scope of Work and Approach.....................................................................................................2 B. Background.................................................................................................................................7 Projects...................................................................................................................................... 10 OngoingProjects....................................................................................................................... 11 ' Completed Projects................................................................................................................... 13 C. References................................................................................................................................. 19 D. Response/Delivery Time...........................................................................................................21 ' E. Cost Proposal.............................................................................................................................22 AppendixA..................................................................................................................................A-1 AppendixB..................................................................................................................................A-5 ' Appendix C..................................................................................................................................A-6 i.. Proposal,fir Aviation Financial Consulting Services,for°the Implementation of'a C'nstomer Facilih' Charge at Pahn Sprrngs International Airport 1 OHN F BROWN COMPANY 1 Palm Springs AIRPORT MANAGEMENT CONSULTANTS nrven 1 A. OFFEROR'S WORK PROPOSAL In this Section we present our understanding of the Scope of Work for this Request for Proposals, including the background that establishes the context for the Scope of Work, the goals and objectives of the Airport for its rental car concession program, and our approach. BACKGROUND There are currently six (6) on-airport rental car concessionaires at PSP: Avis, Budget, 1 Dollar, Enterprise, Hertz, and Vanguard (Alamo/National brands). Each of them has a customer service counter in the terminal bag claim area. Except for Enterprise, each of them have ready and return vehicle parking spaces in the designated lot adjacent to the passenger terminal. Enterprise buses their customers to and from the terminal to their off-airport location. Customers of the other five companies return vehicles to the ready/return lot, and these vehicles are then shuttled by each company to their separate remote locations for servicing (fueling, washing and maintenance). These service facilities (excluding Enterprise's) are located on Airport-owned land, and are leased from the Airport. The facilities were constructed more than 20 years ago, and show the effects of lack of, or deferred maintenance. Several of these service facilities are located adjacent to residential areas, and the Airport receives complaints from local residents about traffic, noise, and the general appearance of these facilities. The Airport is committed to finding a permanent resolution to these residents' complaints. ' The Airport is also served by off-airport rental car agencies which do not utilize any of the above designated premises. Currently, these agencies consist of West Cross Rental Car, ' Luxury Rental Car and Crossroads Rental Car. There are a number of rental car concessions operating issues that the Airport would like to solve. Solutions to these issues would, in turn, lead to resolution of other landside issues. The configuration of the ready/return parking lot is such that the rental car companies have to separate their returning vehicles from their ready vehicles. This methodology is operationally inefficient, ' does not optimize the utilization of space, and increases the opportunity for vehicle theft. The fact that each returning vehicle must be shuttled out of the ready/return lot to a remote location to be serviced, increases traffic on Airport and public roadways, increases the operating expenses of the ' rental car concessionaires, and is operationally inefficient. In addition, Airport management is committed to re-examining its rental car concession agreements for revenue enhancement opportunities, and to determine whether they conform to current airport industry best practices. There are a number of factors that are now converging to permit the Airport to develop and implement a long-term solution to resolve long-standing rental car facility, operating, and business issues: The FBO facility adjoining the ready/return lot to the north may be relocating, thus creating the possibility of reconfiguring and possibly expanding, the ready/return lot. -1- Proposal for Aviation Financial Consulting Services at Palm Springs International Airporl 1 OHN F BROWN COMPANY I Palm Spnngs I AIRPORT MANAGEMENT CONSULTANTS no. Pen ' 0 The current on-airport rental car concession agreements are scheduled to expire on June 30, 2006. • The State of California has enacted legislation that permits rental car companies to separately state and collect from their customers, an airport-imposed "customer facility charge" of $10.00 per rental car transaction. The legislation permits Airports to use the revenue derived from this fee for development and financing of common-use rental car facilities and common-use rental car transportation systems. • The Airport recently completed construction of an additional roadway, south of the terminal, which has created access to Airport-owned land that could be developed for rental car facilities. 1 The timing is such that the Airport is in a position to undertake a detailed review of its rental car concession program, including the business and financial terms and conditions, and its rental car facilities, and to develop and implement a comprehensive, long-term program to resolve long-standing issues. Project Objective The objectives of this engagement are to: 1) undertake a comprehensive review of the Airport's current rental car concession program and rental car operating practices at PSP; 2)make recommendations for changes in the program and operating standards consistent with the Airport's goals and objectives, as well as airport industry best practices for rental car concessions and operations; 3) assist the Airport in the feasibility study, planning and implementation of a consolidated rental car facility and CFC if appropriate: and, 4) assist the Airport in implementing a new rental car concession program by means of an Invitation for Bid process, all within the timeframes set forth by the City in this RFP. A-1 Identify your proposed methodology for completing the services required in the scope of work. Identify individual tasks necessary and describe how teach task will be achieved. SCOPE OF WORK AND APPROACH 1) Comprehensive Review of Existing Program ' We will review and summarize all current leases, concession agreements, operating agreements, license agreements, facility leases, ground leases and any other agreements relating to on-airport and off-airport concessions/operating rights at PSP. We will also review pertinent Airport and City Ordinances, Rules and Regulations and prior lFB documentation. We assume we will be provided copies or electronic versions of these documents, and that most of this task can 1 be performed at our offices,rather than at PSP. • We will review relevant documents concerning legal decisions and current litigation, if any, concerning rental car concessions, business practices and -2- Proposal,for Aviation Financial Consvdting Services al Pane Springs Iniernalional Airport JOHN F BROWN COMPANY 917�a�� AIRPORT MANAGEMENT CONSULTANTS Prim Springs' operations at PSP and in the State of California. However we will undertake a search of any current legal proceedings, either state of Federal, which may involve these issues. Our document review and due diligence will be for the purposes of determining current terms of agreement, and identifying business terns, contract provisions ' and operating standards and procedures that could be revised consistent with the Airport's goals and objectives and best practices at other airports. Our review will also focus on provisions in the agreements that relate to current and anticipated issues in the airport rental car industry, including, but not limited to: industry consolidation and "dual branding", Chapter I bankruptcy filings, contract and operating defaults and enforcement mechanisms,performance bonds and other forms of security, customer facility fees, rental car company ' concession recovery fees (newly permitted in California for business rentals as of 2005), environmental obligations, common use facilities, and auditing of gross revenues. We will review documents and talk with staff about any planned changes in facilities and operations at PSP that could have short or long teen impacts on rental car facilities and operations. We will meet with appropriate PSP management and staff to determine the desired goals and objectives for the Rental Car Concession Program, both for the near term and for the long term. We will work to achieve a consensus where possible and, if necessary, seek to resolve conflicting goals and objectives. We are familiar with rental car operations and facilities at PSP as a result of our prior experience as properties executives at two of the major rental car companies currently operating at PSP. However, we do believe it important to conduct interviews with key operating and properties representatives from several of the on-airport and off-airport rental car companies to obtain their input on current operations, suggestions on improvements to operations and customer service, and their facility needs. 2) Feasibility Study/Conceptual Plan Review for Consolidated Rental Car Facility We will assist with an assessment of the feasibility of a consolidated rental car facility at PSP and, if determined to be feasible, provide input with respect to the conceptual design, layout and operating plan for the potential consolidated rental car facility. We will create and distribute a facility planning questionnaire to the rental car operators, both on and off airport, to obtain their input as to their facility needs, operating preferences, etc. We will then compare their input to reasonable industry standards for comparable rental car markets. Using rental car transaction projections, air traffic forecasts, general parameters for rental car facility requirements, and rental car responses to facility planning questionnaire, we will prepare a feasibility analysis for a consolidated rental car facility at PSP for review with staff. Proposal for Avialion Pincmcicd Conazrlling Services of Palm Springs International Airporl JOFIN F BROWN COMPANY t� �►s�C AIRPORT MANAGEMENT CONSULTANTS Po^m Springs' • We will develop preliminary potential financing alternatives for a consolidated rental car facility. • We will develop business and financial terns for the potential construction of a consolidated rental car facility. ' 3) Development and Implementation of a Customer Facility Fee If a consolidated rental car facility is determined by PSP to be feasible, we will assist with the development and implementation of a Customer Facility Fee at PSP. • We will provide information to staff and management on CFCs at other California airports implemented pursuant to specific California legislation, including the amounts and the uses for these fees. • We will advise staff on relevant policy issues and make recommendations to assist the Airport in determining the desirability and implications of imposing a CFC. The categories of costs to which a CPC will apply is a key issue We will provide information on how these issues have been dealt with at other California airports, and make recommendations to the Airport consistent with its goals and objectives and the overall rental car concession program. • We will obtain historical data from the Airport and the rental car companies on gross revenues, transactions, and transaction days. We will aggregate this data and project future transaction and transaction day levels. • We will provide the Airport with financial analysis, using various models already developed by the John F. Brown Company, showing various scenarios for ' sources and uses of CFC revenues at PSP. We will provide the Airport with examples of ordinances/resolutions implementing CFCs at other California airports and assist and advise the Airport on developing a CFC implementation ordinance at PSP. • We will assist staff in developing a strategy for communicating and presenting the preferred CFC development and implementation methodology to the rental car concessionaires and other stakeholders. We will prepare financial feasibility studies required by the Airport to implement a CFC. The feasibility study prepared pursuant to this task is intended to be used for internal Airport purposes, and not to support the marketing and issuance of bond debt. ' 4) Invitation for Bids (IFB) Process • Once staff has determined its desired course of action, we will assist staff in developing a comprehensive and cohesive strategy for communicating to all stakeholders the key provisions of the IFB and the rental car concession program that it is designed to implement. These communications must include the Airport Commission,Airport Management, Airport legal counsel, other Airport staff, and Proposal for Aviation Financial Conszdting Services ca Pubn Springs International Airport 1 OHN F BROWN COMPANY el�lya�� AIRPORT MANAGEMENT CONSULTANTS Pa^m 5pnn9s of course, the potential rental car concessionaires and their various representatives. • With staff, we will develop a comprehensive timeline, including milestones and decision points, for the lPB process. • We will assist the staff in developing all documents necessary for the IFB process, including, at a minimum, the invitation, the concession agreement, and any relevant leases and consortium agreements. • We will participate in Airport staff meetings to prepare for pre-bid meetings with the rental car companies; participate in the pre-bid meethng(s); and participate in staff debriefing sessions after the pre-bid meeting(s). We will assist staff in determining significant issues raised at the meeting(s) and in separating those issues from mere competitive rhetoric. We will assist staff in formulating responses to the rental car companies on those significant issues and assist the Airport's legal staff with any required document ' revisions. • When bids have been received and awarded, we will assist staff in the facility space allocation process, and assist staff with finalizing all necessary documents 1 for execution by the concessionaires. A-2 Prepare an outline identifying each element of your proposed analysis. ' We will draft a written assessment of the Airport's current overall rental car concession program for presentation to staff. This assessment will: • Summarize the key terms of the current operating, lease and facility agreements and compare them to recent agreements at other airports. We have been involved in a significant number of other airports and through our knowledge and contacts 1 within the airport and the rental car industry, have developed a database of many of the current agreements we consider to be significant. 1N Detail the current methods of operation of the rental car companies at PSP and summarize their comments on how they perceive the current rental car concession program, their suggestions for changes and improvements to customer service,facilities and operations. • Make recommendations for changes in the terms of agreements, operating standards, minimum standards, and facilities that are consistent with current industry trends and best practices. We will particularly focus on joint use or common use operating facilities. These recommendations will take into consideration the goals and objectives of the Airport as a whole and the overall rental car concession program in particular. Recommendations will focus on developing a rental car concession program and document structure that is consistent, legally defensible, flexible, maximizes revenue to the Airport, and maximizes the use of operating space while not compromising customer service. • We will present this draft report to staff in written form and at a working session, where the contents will be discussed and staffs questions and feedback can be 1 -5- Proposal for Avialion Financial Consulling Services at Palm Springs Inlervlalional Airporl FOHN F BROWN COMPANY AIRPORT MANAGEMENT CONSULTANTS Palm Springs given. We will then revise and finalize our report and provide the final version in Microsoft Word format to the Airport. ' A-3 Identify the types of information that you would require from the City in order to complete your analysis. • Copies of all rental car concession leases, agreements,and related documents. Enplaning passenger numbers for previous five years. ' O &D passenger numbers for same time period. • Rental car concession revenue, by company, for previous five years. • Rental car transaction data, by hour, day, week and month, for previous three years (this information can be obtained by JFB directly from the rental car operators). ' Detailed drawings of the airport, including circulation routes, traffic congestion points, property available for development, master plan implications or other planned development. • Detailed description of existing rental car facilities, including square footage and circulation routes. 1 _b_ Proposal for Aviation Financial Consul/nag Services al Palnr Springs Internalional Airporl dtr-? dt^'` 1 OHN F BROWN COMPANY AIRPORT MANAGEMENT CONSULTANTS Palm Sprm95 B. BACKGROUND B-1 State your firm's complete name, address and zip code, telephone/fax number; type of ownership (sole proprietor, partnership, corporation, joint venture, etc.); and years in business under present name. ' The John F. Brown Company was established as a corporation in 1973 and operates from home offices in Cincinnati, Ohio; various U.S. regional offices; and from the offices of its wholly-owned Canadian subsidiary in London, Ontario. Contact information for the home offices in Cincinnati is as follows: John F. Brown Company, Inc. 659 Van Meter Street, Suite 500 Cincinnati, OR 45202 (513) 321-6080 1 (513) 321-6125 (Fax) B-2 State company trade organization and association affiliations; division or office providing services; and historyistructure of firm (include organizational chart of division/office providing services). ' John F. Brown Company is a member of the American Association of Airport Executives (AAAE)and Airports Council International -North America(ACGNA). 1 Below is an organization chart showing the makeup of the John F. Brown Company. Michael Brown Spencer Ballard ' Jim Branda Rita Beck Tony Campbell Lori Brady Sheri Ernico Michelle Harrison Karen George Janhavi Tembe Paul McKnight Donna Trusler 1 ' Jason Gasser Jason Snowden Nita Stone Dafang Wu 1 -7- Proposal for Aviation Financial Consulling Services at Palm Springs International Airporl .9yfTk11 J OHN F BROWN COMPANY AIRPORT MANAGEMENT CONSULTANTS PaM Spnn95 uaa nxoo B-3 Describe your firm's background and qualifications and the firm's familiarity with federal and state regulations as they relate to the type of work that this project will require. The John F. Brown Company brings a combination of experience in airport rental car business and financial planning, rental car operations planning, and rental car consolidated facility planning, unique in the aviation consulting industry. The experience and quality of our car rental car practice team runs very deep, allowing us to focus high level expertise at every aspect of highly complex projects. The breadth and depth of our experience provide the framework for 1 our ability to satisfy the requirements of a project regardless of its scope and complexity. Jim Branda and Karen George lead the Company's rental car practice area. Jim and Karen are seasoned rental car corporate executives and consultants on airport rental car matters. Between them they have over 26 years of hands on experience in the car rental industry, and have first hand knowledge of most major car rental project undertaken at airports around the country for the last 15 years. ' This depth and breadth of experience is available to assure our clients of availability, responsiveness, and support. Jason Gasser, consultant with the Company, supports Jim and Karen by providing home office support such as development of financial models. Jim joined the John F. Brown Company in 1998 after a 14-year career in the rental car industry and real estate. He held the position of Vice President, Airport Affairs Properties and Facilities, at Budget Rent a Car, where he was responsible for overseeing and directing the airport concession and relation functions for over 150 airports worldwide, including the negotiation and legal review of concession bid specifications and agreements, and the preparation of bid numbers and packages. Karen is the former Vice President and Chief Airports Counsel for National Rental Car System, Inc. She has experience with the development of almost every consolidated rental car facility in the country, and chaired the industry committees at Dallas/Ft. Worth and Minneapolis/St. Paul. She was also responsible for the negotiation and legal review of all airport concession agreements for over 150 airports worldwide on behalf of National. Jim and Karen have been two of the rental car industry leaders in the negotiation, Financing, design, and operation of consolidated rental car facilities and consolidated busing operations at a number of airports including San Francisco International, Denver International, Dallas-Ft. Worth International, Lincoln, Chicago Midway, Chicago O'Hare, Miami, Minneapolis- St. Paul, San Jose, Oakland, Seattle, and Sacramento International. Both Jim Branda and Karen George are attorneys, and as a critical component of these engagements,they both maintain an up to date working knowledge of federal and state regulations with potential implications for these and similar projects. In addition to Jim, Karen, and Jason, other highly qualified and experienced financial consultants and analysts within the firm are available to provide services as required to insure all aspects of the project are addressed in the appropriate depth. 8 Proposal for Aviarlion Financial Consulling Serrices of Palm Springs Internalional Airporl 1 OHN F BROWN COMPANY elhd�® AIRPORT MANAGEMENT CONSULTANTS PaM S�sm95, B-4 Describe your firm's background and qualifications and the firm's familiarity with Aviation Financial Consulting. Founded in 1973, the John F. Brown Company provides airport financial, business, management, rental car, and air service consulting services. John F. Brown Company currently serves as consultant for a broad range of airports across North America, including large hub airports (e.g., San Francisco International Airport, Miami International Airport, Minneapolis-St. Paul International Airport), medium hub airports (e.g., Ontario, California), small hub airports (e.g., Greensboro International Airport, Corpus Christi International Airport), and general aviation airports (e.g., Van Nuys). John F. Brown Company is widely recognized for its expertise in airline rates and charges matters and is frequently called into litigation proceedings as an expert witness regarding airport rate-setting methods (e.g., LAX I, LAX 11, Miami, and Kent County). John F. Brown Company's other core services include capital improvement program financial planning and analysis, passenger facility charge application assistance, airline negotiations assistance, litigation support, air service market development, rental car assistance, and general aviation assistance. John F. Brown Company maintains offices in Cincinnati, Ohio; Louisville, Kentucky, Naperville, Illinois; Minneapolis, Minnesota, Santa Fe, New Mexico, San Francisco, California; Denver Colorado, and London, Ontario, Canada, and has 19 regular full-time employees. John F. Brown Company consists of a professional staff whose backgrounds include a wide range of disciplines, including accounting, business, economics, engineering, finance, law, quantitative methods, real estate, and urban planning. Many of these professionals also have worked for aviation-related industries, including airports,airlines,public transit agencies,and rental car companies. B-5 Provide resumes for key individuals and the project manager assigned to the project. ' See Appendix A at end of proposal for complete resumes of key personnel. B-6 Describe the technical abilities and specific experience of personnel assigned to this project as related to the implementation of a Customer Facility Charge at other California airports. The first CFC charge imposed by an airport on a car rental customer in California was implemented by San Francisco International Airport, (SFO) pursuant to legislation specific to that particular Airport. Karen George and Jim Branda were both senior executives in the rental car industry at that time, and were directly involved in the legislative effort that eventually allowed for a CFC at SFO. Since that time, as consultants working of behalf of the airports, Jim and Karen have assisted in the implementation of CFCs at Ontario, San Jose, Oakland, and San Luis Obispo. Jim Branda and Karen George have a detailed understanding and comprehension of California legislation governing the implementation and collection of CFCs in California. Both Jim and Karen have a working understanding of the legislative history of this legislation, and have more experience than anyone in the industry advising airports and drafting airport specific documents implementing CFCs in compliance with California statutes. Proposal for Avicdion Financial Consulting Services al Pulnr Springs International Airporl 14,E tv 1 OHN F BROWN COMPANY �ra� Ic,,il 1 Pnlm Sprin9s AIRPORT MANAGEMENT CONS LI LTA NTS uenano.ueami ' B-7 Describe the technical abilities and specific experience of personnel assigned to this project as related to the analysis, negotiation and preparation of rental car bid packages and concession agreements. Jim Branda joined the John F. Brown Company's rental car practice in 1998. Jim is the former Vice President, Airport Affairs, Properties and Facilities for Budget Rent a Car, where he was responsible for over 150 airports worldwide. Karen George, the former Vice President and Chief Airports Counsel for National Rental Car System with responsibility for 140 airport locations in the United States, Canada, Australia, and New Zealand,joined the John F. Brown ' Company's rental car practice in 2000. The John F. Brown Company is currently providing rental car concession and business advisory services to a broad spectrum of airports. Because of our experience in a large number of rental car projects, the John F. Brown Company understands the process of managing all the pieces to effectively balance the goals of all the stakeholders. While each rental car project is unique, there is a critical flow that is common to each. Our skills help assure integrated solutions, while always looking ahead and anticipating potential long-term consequences. The combination of hands-on knowledge and credibility, and the respect of the rental car industry, gives the Company a unique ability to anticipate and identify the inevitable impediments that could retard the schedule, drive up the project costs, and frustrate a successful outcome. Jim Branda and Karen George serve as the project managers for most of our rental car related projects. Their "hands-on" understanding of the rental car industry and experience in negotiating numerous consolidated facility, common busing, and rental car concession agreements gives them an uncommon knowledge of optimal solutions to the "real" problems that will arise during the development and implementation of any rental car concession program. They both have a thorough understanding of the business motivations, financial operations and priorities of the rental car industry. They understand how rental car companies operate at airports. Having been involved in so many varied airport rental car concession negotiations and consolidated facility projects, including San Francisco, Denver, Dallas-Fort Worth, Houston Intercontinental, Boston Logan, Chicago Midway, Chicago O'Hare, Minneapolis-St. Paul, San Jose, Oakland, Seattle and Sacramento, they understand the strengths and weaknesses of those various projects and can bring that experience to bear on any rental car project they undertake. ' Selected projects representing relevant experience of these individuals and of the John F. Brown Company are presented below. Ongoing projects are listed in alphabetical order, followed by completed projects. ' PROJECTS Selected projects representing relevant experience of these individuals and of the John F. Brown Company are presented below. Ongoing projects are listed in alphabetical order, followed by completed projects. ' T 10 Proposal for Aviation Financial C'onserbing Services at Pahn Springs Inlernalional Airport �+zl nOHN F BROWN COMPANY J AIRPORT MANAGEMENT CONSULTANTS Palm Springs eenx ONGOING PROJECTS Chicago-O'Hare Airport Consolidated Rental Car Facilily Facility Planning Rental Car Concession Program Business Planning Assisting the City in the evaluation of operational, facility, and site requirements; in identification and evaluation of alternative sites; and in the development and evaluation of schematic design alternatives. Assisting in comparing the merits of common, relative to individual transportation alternatives, including busing and people mover systems. Working to insure that planning efforts and the preferred alternatives resulting there from are consistent with business and financing objectives of the City, which are being developed with assistance from the John F. Brown Company. Developing and negotiating business and financing terms and conditions. Project Status: Ongoing since 1999. Project Manager: Jim Branda. Chicago-MirhvayAirport Consolidated Busing Operation Operational Planning Consolidated Rental Car Facility Business Planning 1 Liaison Services Developed and implemented a process to ensure that the design and operation of the consolidated facility is integrated into and consistent with the negotiation of the business and financing terms of agreement. Leading the business and financing negotiations with the rental car companies for development of a consolidated facility, including the RFP process, the facility financing process, and the implementation of a CFC through the City administration and the City Council. Completed a study to develop the specifications for the operation of a consolidated busing system to service the consolidated rental car facility. Project Status: Ongoing since 1999. Project Manager: Jim Branda. Cincinnati/Northern Kentucky International Airport Consolidated Rental Car Facility Process Business Planning Leading a team to develop a process to coordinate the facility planning, business planning and financial planning for the implementation of a consolidated rental car facility. Assessing facility, business and operating alternatives leading to the eventual development of a consolidated facility. Project Status: Ongoing since May 2004.Project Manager: Jim Branda. tDane County (Madison, Wisconsin)Regional Airport Rental Car Concession Program Business Planning Operational Planning Recommended changes to the business terms of agreement in connection with RFP process for rental car concessions. Assisting the airport in updating its concession agreements consistent with industry best practices. Advising the airport during the RFP process, including Proposal for Aviation Financial Consulting Services at Pahn Springs International Air port J OHN F BROWN COMPANY AWInd�o ' AIRPORT MANAGEMENT CONSULTANTS Palms Springs ' presentation to Airport Board. Project Status: Ongoing since March 2004. Project Manager: Karen George. 1 Portland(OR)International Airport Rental Car Concession Program Operational Analysis On Call Services Financial Analysis ' Providing on-call services regarding rental car concession issues such as gross revenue audit disputes, implementation of a concession program at the Port's general aviation airport: Ongoing since 2004. Preliminary planning and advisory services for determination of location of future rental car facilities.Project Manager: Jim Branda. Los Angeles International Airport Consolidated Rental Car Facility Advance Business Planning CFC Implementation Advance Financial Planning Operational Analysis Advance facility concept planning, advance business terms planning for a proposed consolidated rental car facility at LAX. Assisting with determination of necessary process and steps for the early implementation of a CPC in accordance with the California enabling statute. On-going since 2005. Project Manager: Jim Branda. San Luis Obispo County Ahport Consolidated Rental Car Facility Facility Planning Consolidated Busing Operation Operational Planning Assisting the San Luis Obispo County Airport with a redesign of the car rental concession program, planning, design and financing of a new consolidated car rental facility and common busing operation. CPC implemented August 1, 2002. Project Status: Ongoing since 2002. Project Manager: Karen George. San Jose International Airport Consolidated Rental Car Facilities Liaison Services Interim and Permanent Facility and Business Planning Consolidated Busing Operation Operational Planning Providing operational and business planning advisory services to the airport as they consider relocation and consolidation of rental car facilities to a newly acquired property adjacent to the airport. Developing the process to coordinate the facility planning, business planning and financial planning for the implementation of the new facility. Serving as project manager and liaison for the airport to develop consensus among the rental car companies for relocation and consolidation of all on-airport rental car facilities to the site. Project Status: Ongoing since 2003. ' Project Manager: Jim Branda. -12- Proposal for Aviation Financial Consulting Services at Pulm Springs Inernational Airport �OHN F BROWN COMPANY61�� ��� J AIRPORT MANAGEMENT CONSULTANTS Palm Springs Oakland International Airport Consolidated Rental Car Facilities Liaison Services Interim and Permanent Facility and Business Planning Consolidated Busing Operation Operational Planning 1 Serving as project manager for the Port of Oakland to develop the rental car facilities as part of the planned terminal parking structure. With our partner, an Oakland architectural and engineering firm, we are tasked to develop facility and operating specifications for the facility, developing business and financial terms of agreement for facility leases and concession agreements for the facility. Leading the negotiations with the rental car companies on the project. Ensuring that facility design, business planning, operational planning and financial planning are ' coordinated. Project Status: Ongoing since February 2000. Project Manager: Jim Brands. Seattle/Tacoma International Airport ' Ready/Return Facility Business Planning Consolidated Rental Car Facility Process Management Assisting the Port of Seattle in developing the process for managing all aspects of design, construction, business and financial negotiations for the consolidated rental car facility. Assisting the Port in developing the business and finance terms for the consolidated facility, and the strategy for presenting these issues and terms to the rental car companies. Project Status: Ongoing since 1999. Project Manager: Jim Branda. 1 COMPLETED PROJECTS Boston Logan International Airport Consolidated Rental Car Facilities Facility and Business Planning Alternatives Analysis The demand of the rental car market for space at Boston Logan International Airport long ago exceeded both the curb front and landside space available. Two sources account for this demand: (1) passenger demand for rental cars and (2)the demand of an increasing number of on- and off-Airport rental car companies for access to this market of passengers that Logan provides. Capacity constraints have caused the on-airport companies to move all of their non-customer service and vehicle storage facilities off the airport into surrounding communities. This, in turn, has led to increased traffic congestion in and around the airport as the rental car companies shuttle their vehicles to and from their off-airport maintenance and storage facilities. The John P. Brown Company was retained to identify from among five development options that had been identified ' by Massport a preferred development strategy that optimally meets the needs of Massport and the rental car industry at Logan. Project Status: Completed March 2003. Project Manager: Jim Branda. .� -13- Proposal for Avialion Financial Consulting Services at Pahn Springs International Airport r� J OHN F BROWN COMPANY j41I�ah, AIRPORT MANAGEMENT CONSULTANTS Pin^m Springs L im.aniQn Chicago-Midway Airport Ready/Return Facility Operational Planning Interim Business Planning Within the constraints of a fast-track terminal construction schedule, assisted the City in converting one floor of the new public parking garage into an interim ready/return facility for on- airport rental car companies serving Midway. Challenge was to build a consensus among rental car concessionaires about how to develop an efficient, customer-friendly operation given a very limited amount of space. Moving on a parallel track was negotiation of concession teens and conditions, and the completion of an RFP process.Project status: Completed in 1999. Dallas/Ft. Worth International Airport Consolidated Rental Car Facility Facility Planning Consolidated Busing Operation Operational Planning Business and Financial Planning As a representative of National, Karen George played a pivotal role in lengthy facility planning, contract negotiations, and financial planning for the DFW Consolidated Car Rental Facility. Served in the role of Chair of the Rental Car Committee during the final year of the project up to the opening of the facility. Participated in the design and drafting of special facility financing documents, car rental common busing RFP, consortium agreements, and operating ' agreements. The facility opened in March of 2000. Dayton International Airport Common Garage Facility Facility Planning Consolidated Busing Operation Operational Planning Assisting the Dayton International Airport with a redesign of the car rental concession program, and the move of the car rental operators from current ready/return lot to interim lot to allow for construction of a new parking garage wherein the first floor will be dedicated to car rental operations. Program to include all new financial terms with the car rental operators, implementation of a CFC, design of a temporary common busing operation to serve the interim ready/return lot, drafting of rental car concession bid documents, concession and lease ' agreements. Project Status: Completed 2003. Project Manage: Karen George. Los Angeles International Airport Concession Planning Business Planning Operational Planning Assisted the Airport in developing and implementing policies for new concession agreements to go into effect in 2003, and for new rental car operating procedures consistent with the Airport's goals and objectives. Reviewed and prepared of bid documents and concession agreements. Project Status: Completed May 2003. ' Y 14 — Proposal for Aviation Financial Consullhrg Services al Palm Springs International Airport AIRPORT F BROWN COMPANY A IRPORT MANAGEMENT CONSULTANTS ra^M Springs' 1 Minneapolis/St. Paul International Airport Consolidated Rental Car Facility Facility Capacity Study Prepared a study to determine the optimum number of rental car companies able to operate efficiently within an already constructed, but capacity constrained consolidated rental car facility within a public parking garage. The study took into consideration projected traffic counts to, from, and within the facility, the various preferred methods of operation of the various rental car companies, and the goals and objectives of the Commission for rental car customer service. The study was completed in a narrow 60-day timeframe to coincide with construction schedule 1 demands and the Commission's need to address policy decisions on up-coming concession negotiations. Final study results were presented directly to the Commission. Project Status: Completed in 1999. Minneapolis/St. Paul International Airport Ready/Return Facility Business Planning 1 Interim While with National, Karen George served as chair of the Car Rental Committee for the planning, development and implementation of an interim move of the car rental operators out of the parking garage into temporary facilities and then into permanent facilities in a new common garage facility. Led the effort of the car rental companies to create the first car rental fuel consortium using a third party manager to be put in place at any car rental facility in the country. Project Status: Completed in July 2001. 1 Oakland International Airport Consolidated Rental Car Facilities Liaison Services Interim and Permanent Facility and Business Planning ' Consolidated Busing Operation Operational Planning Bond Feasibility Study Served as project manager for the Port of Oakland to develop a consensus among the rental car companies for relocation and consolidation of all on-airport rental car facilities to an interim consolidated facility, on a fast track due to implementation of the airport development 1 plan. Developed consensus between the Port and the rental car industry on the funding and operation for the interim facility; and for the funding, procurement, operation and implementation of a consolidated busing system to serve the facility. With our partner, an Oakland architectural and engineering firm, we were tasked to develop facility and operating specifications for the interim facility. On a parallel track, developed business and financial terms of agreement for facility leases and concession agreements. Project Status: Completed August 2003. Project j ' Manager: Jim Branda. I � 1 1 15 1 Proposal for Aviation Financial Conszrlting Services at Palm Springs International Airport J OHN F BROWN COMPANY e� Iel� AIRPORT MANAGEMENT CONSULTANTS PT ARI Sprm9s ® i ne.mneoon Ontario International Airport Consolidated Rental Car Facility Business Planning Bond Feasibility Study CFC Implementation Assisted LAWA in business and financial planning in the development of a consolidated rental car facility. Assisted with the successful negotiation of the preferred development concept and the terms of the concession agreement. Facility was financed with general airport revenue bonds. After the passage of favorable state legislation, assisted the Airport with policy development and implementation of a CFC. Project Status: Business Planning and Bond Feasibility Completed in 1998. CFC implementation completed in 2001. Portland(OR) International Airport Rental Car Concession Planning Rental Car Concession Program Operational Analysis Financial Analysis Completed analysis of rental car concession program, including operational analysis of parking garage and QTA Program. Developed and recommended revised rental car concession program to the Port. Through au RFP process, implemented the new rental car concession program, including new financial terms for the car rental operators, redesign of ready/return 1 function on parking garage, drafting of rental car concession bid documents, concession and lease agreements, new operating and environmental standards and specifications and enforcement standards. Project Status: Completed November 2003. Project Manager: Jim Branda. Sacramento International Airport Consolidated Rental Car Facility Facility)Planning ' Consolidated Busing Operation Operational Planning As a representative of Budget, Jim Branda was a member of the rental car management committee at Sacramento International Airport that accomplished the first consolidated rental car facility with a common transportation system in the U.S. Negotiated with the airport on facility design, operational issues, and business terns for the concession agreements and ground leases. Advised the airport on the planning and the specifications for an airport-owned and operated consolidated busing system.Project Status: Completed. i San Francisco International Airport Consolidated Rental Car Facility Business Planning Common Transportation System Financial Planning The John F. Brown Company prepared financial and feasibility studies for the consolidated rental car facility and related operations. Jim, in his previous position at Budget Rent a Car, was a member of the rental car management committee that negotiated the business, financial, and operational terms with the airport. Spencer Ballard, in his previous senior management position at San Francisco International Airport, led the negotiations for the airport. Proposal for Aviation Financial Consulting Services at Patin Springs International Airport Lt JOHN F BROWN COMPANY e� le3� AIRPORT MANAGEMENT CONSULTANTS Pa^m Sprm95 Two principal features of the project included adoption of a transportation system fee collected on a per contract basis and airline/rental car negotiations resulting in use of general airport revenue bond financing for the consolidated facility. The John F. Brown Company assisted the Commission in its efforts to develop and finance a consolidated rental car facility located on the north corridor loop of the Airport Rail Transit (ART) system at San Francisco International Airport. Consideration of special facility revenue bond financing. Project Status: Completed. ' San Jose International Airport Consolidated Rental Car Facilities Liaison Services Interim and Permanent Facility and Business Planning Consolidated Basing Operation Operational Planning Served as project manager and liaison for the airport to develop consensus among the rental car companies for relocation and consolidation of all on-airport rental car facilities to a temporary consolidated facility. Developed consensus between the airport and the rental car industry on the funding and operation of the temporary facility, and the financing, operation, procurement, and implementation of a consolidated busing system to service the facility. Played a pivotal role in securing essential State legislative authorization for consolidated facility charges. On a parallel track, developed business and financial terms of agreement for facility leases and concession agreements for the temporary consolidated facility. Served as a member of the team that evaluated and selected the design consultant for the permanent consolidated facility. Project Status: Completed 2001. Project Manager: Jim Branda. Seattle/Tacoma International Airport Ready/Return Facility Business Planning Consolidated Rental Car Facility Process Management Completed analysis of rental car concession program, including operational analysis of parking garage and QTA. Developed and recommended revised rental car concession program to the Port. Through an RFP process, implemented the new rental car concession program, including new financial terms for the car rental operators, redesign of ready/return function on parking ' garage, drafting of rental car concession bid documents, concession and lease agreements, new operating and environmental standards and specifications and enforcement standards. Project Status: Completed June 2004. Project Manager: Jim Branda. B-8 State the availability of key individuals and team members and the Offeror's commitment to ensure the on-going availability, responsiveness and support of key individuals to complete the scope of work within budget. Jim Branda and Karen George, Managing Consultants leading John F. Brown's rental car practice area, work closely together to insure every project has full and competent coverage at all times. While Karen George will serve as project manager for the rental car project at PSP, and in that role will coordinate the work, make sure deadlines are met, etc., Karen George and Jim _17- Proposal for Aviation Financial Consulting Services at Puhn Springs International Airport �OHN F BROWN COMPANY I AIRPORT MANAGEMENT CONSULTANTS Palm Springs' Branda will work closely on all project tasks to ensure either one can address any project issues as they arise. This approach has proven highly successful in ensuring the on-going availability, responsiveness and support required to successfully complete the scope of work of all of our projects within budget. Due to the number of highly qualified individuals within the firm available to handle project needs as they arise, the firm is able to manage project resources to avoid issues of competing time and resources. The John F. Brown Company is committed to ensure the ongoing availability, responsiveness and support of key individuals to complete the work scope within budget on every project that has been undertaken by the car rental practice team. 1 i Proposal far Avialion Financial C onsulling Services al Palm Springs/n[e'naiional Airport a — �OHN F BROWN COMPANY II �� AIRPORT MANAGEMENT CONSULTANTS Pnlm Springs ino,mo�i ninon C. REFERENCES C-1 Describe successful projects you have implemented in California of a similar size and scope as this project. Provide contact information so that background checks may be done. The ability of the firm, with Jim Branda as project manager, and Karen George as key team member to meet project schedules and budgets has been demonstrated in the many car rental projects undertaken by the firm and summarized below in the Airport Experience section. Three projects of type similar to this in California that demonstrate the ability of Jim Branda, Karen George and the car rental practice team to meet project schedules and budgets include Oakland, and San Jose, and San Luis Obispo. Oakland Serving as project manager for the Port of Oakland to develop a consensus among the rental car companies for relocation and consolidation of all on-airport rental car facilities to an interim consolidated facility, on a fast track due to implementation of the airport development plan. Developing consensus between the Port and the rental car industry on the funding and operation for the interim facility; and for the funding, procurement, operation and implementation of a consolidated busing system to serve the interim consolidated facility. With our partner, an Oakland architectural and engineering firm, we are tasked to develop facility and operating specifications for the interim facility. On a parallel track, developing business and financial terms of agreement for facility leases and concession agreements for the interim facility. Assisting the City in evaluating various alternatives for financing the permanent consolidated facility. Preparing various financial feasibility analyses for the permanent facility. Assisting the City in developing business and operational terms for the permanent consolidated facility. With our partner we are tasked to develop operating specifications for the permanent consolidated facility that will be constructed within the new parking garage. Project status: Ongoing since February ' 2000. Project Manager: Jim Branda. Reference: Emily Regnier, Program Manager, Port of Oakland, (510) 627-1747, eregn ier(cr,portoal<I and.conr. San Jose ' Serving as project manager and liaison for the airport to develop consensus among the rental car companies for relocation and consolidation of all on-airport rental car facilities to a temporary consolidated facility. Developed consensus between the airport and tine rental car industry on the funding and operation of the temporary facility, and the financing, operation, procurement and implementation of a consolidated busing system to service the facility. Played a pivotal role in securing essential State legislative authorization for consolidated facility charges. On a parallel track, developed business and financial terms of agreement for facility leases and concession agreements for the temporary consolidated facility. Assisting the airport in evaluating alternative land sites for the location of an interim consolidated facility during the construction of 19 Proposal.1br Avia/ion Financial Consulling Services at Palnr Springs Inlenutlional Airport 0.n\ J OHN r BROWN COMPANY jGh�j9�L (AIRPORT MANAGEMENT CONSULTANTS Palm same the planned permanent consolidated facility. Served as a member of the team that evaluated and selected the design consultant for the permanent consolidated facility. Serving as liaison among the City, the facility design consultant and the rental car companies for development of optimum permanent facility design. Assisting the City in evaluating various alternatives for financing the permanent consolidated facility. Assisting the City in developing business and operational terms for the permanent consolidated facility. Project status: Ongoing since 1999. Project Manager: ,Tim Branda. Reference: Terri Gomes, Deputy Director—Finance and Administration, City of San Jose Airport Department, (408) 501-7638,tgomes�. San Luis Obispo Assisted the San Luis Obispo County Airport with implementation of a CFC effective August 2002 pursuant to California State legislation allowing for such CFO's. JFB will be working with the Airport on a redesign of the car rental concession program, planning, design and financing of a new consolidated car rental facility. Project Status: Ongoing since 2002. Project Manager: Karen George. ' Reference: Klaasje Nairne, Airport Manager, San Luis Obispo County Airport, (805) 781-5205, ku a i rn e(a,,co sco.ca.a s. C-2 Identify the roles of key personnel to be assigned to City's project on the successful projects identified in C-1. ' Jim Branda serves as project manager for the Oakland and San Jose projects. He is assisted in these projects by Karen George. Karen George serves as project manager for the San Luis Obispo project, and is assisted in this project by Jim Branda. Jason Gasser provides analyst support for each of these projects, and Sheri Ernico is available for financial consulting for each of these projects. 1 -20- Proposal for Avialion Financial Consuhing Services al Palhn Springs InlernaliOl7al Airporl TJOHN F BROWN COMPANY I,hldl I—AIRPORT MANAGEMENT CONSULTANTS Pa^m Spr^n95 D. RESPONSE/DELIVERY TIME D-1 Identify the time required to complete each task required to complete the scope of work. See Appendix B at end of proposal for time and cost budget estimate. D-2 Indicate your firm's ability to complete all services required within a timeframe that will allow the City to implement (through the competitive 1 acquisition process designed pursuant to this scope of work) its revised rental car concession program concurrent with the expiration of the City's existing leases/agreements (June 30, 2006). We anticipate a task schedule as summarized on the Gantt chart in Appendix C. The schedule is based on a Notice to Proceed being issued on or about August 1, 2005. Executed agreements with rental car companies for the new concessions would be finalized by June 1, 2006. r t _21_ Proposal for Avialion Financial Consulting Services at Palnr Springs 17nernalional Airport 1 OHN F BROWN COMPANY r AIRPORT MANAGEMENT CONSULTANTS Palm Springs i nea unoon E. COST PROPOSAL E-1 Identify the cost to provide the required services to the City of Palm rSprings. Assign costs to each individual element of your work proposal. John F. Brown Company proposes a not to exceed price of$94,365.00 for the Scope of Work outlined in this RFP. We expect to bill the City monthly based upon actual hours completed and expenses incurred for the previous month. r Please note that we believe that our fees related to the implementation of a CFC and consolidated facility planning may be reimbursable to the Airport from CFC revenues. ' See Appendix B for a detailed breakdown of our proposed fees. r r r r r r r r r , r _22_ j r Proposal for Aviation Financial Consulting Services at Palm Springs International Airport J OHN F BROWN COMPANY1��. I®bg4 ! AIRPORT MANAGEMENT CO NSa LTA NTS Palm Sprin9s e,i Flrppi ! JAMES E. BRANDA MANAGING CONSULTANT ! Mr. Branda joined the John F. ✓ San Jose lnternanonol Airport Rental Car Liaison. Serves as Brown Company in August 1998. consultant on all rental car related matters, including establishment He has nearly 20 years of of interim consolidated facility and cormmon use busing system, ! experience in the field of airport car passage of CFC legislation by State legislature, concession business rental concessions and real estate. and finance planning. Fourteen of those years were with a major international rental car ✓ Boson Logan international Location study for proposed ! company. For the most recent four consolidated rental car facility. Studies various on and off-airport years, he has consulted to airports locations for a proposed consolidated facility as well as various on matters related to rental car operating and financing scenarios and recommended optimal ! concessions and consolidated rental location. car facilities. Mr. Branda specializes in business planning and ✓ Oakland lntenralional Airport Rental Car Liaison. Serves as project management. Prior to consultant on all rental car concession matters, including interim ! joining John F. Brown Company, consolidated rental car facility, common use busing system, he was Vice President, Airport financial analysis and implementation of CFC, Long Tenn Affairs, Properties and Facilities at consolidated facility business and financial planning. ! Budget Rent a Car Corporation. Representative project experience ✓ City,ofChicago, Deparmiew ofAviation Rental Car Liaison. Serves includes: as consultant on all rental car concession matters at Chicago O'Hare and Chicago Midway airports, including consolidated facility ! EDUCATION business and finance planning, common use busing system. Monmouth College,B.A.cum laude. `/ Ontario Internationcd Airpor i. Advised airport on implementation ! Washburn University Law School of CFC in accordance with State legislation. Juris Doctorate. ✓ Minneapolis St Paul hhternational Airporl. Rental car concession negotiations and assistance in preparation of RFP. Study on optimal ! PROFESSIONAL number of rental car concessionaires for existing consolidated rental AFFILIATIONS car facility. ! Licensed Attorney ✓ Iallc /nternu/ional Airport. Study of feasibility of consolidated rental car service facility. Conceptual, business and financial Licensed Real Estate Broker planning, and negotiation of concession and lease agreements with rental car companies. ! ✓ Rental Cmr Monogemenl Cnnniltee. While at Budget Rent a Car, served on rental car management committees for the San Francisco, ! DF W and Sacramento consolidated rental car facilities and common use transportation systems, and Denver International and Colorado Springs Special Facilities Bonds financings. ! ! A-1 Proposyal for Avialion Financial Corhsrdling Services for the Implernenlalion of a Citsiomer ! Facility Change at Palnh Springs Inter nalionol Airport yr..r �A I �OHN F BROWN COMPANY _I LdCSd� J NI¢PO Ri M�NAG[M ENi CON5lIL1q NiE K:AREN M. GEORGE iMANAGING CONSULTANT Ms. George joined the John F. Brown ✓ Dallas/Fort Ifordr International Airport Consolidated Rental Car i Company in August 2000. Prior to Facili7y. Played pivotal role in lengthy facility planning, contract joining the John F. Brown Co., Karen negotiations, and financial planning for DPW Consolidated Rental spent 13 years in the car rental industry. Car Facility. Served in the role of Chair of the Rental Car Karen began her career in the car rental Committee during the final year of the project up to the opening of i industry when she joined National Car the facility. Participated in the design and drafting of car rental Rental in 1988. Her most recent position common busing RFP, consortium agreements, and operating with National prior to joining the John agreements. i F. Brown Company was as Vice ✓ Minneapolis-Sl Paad International Airport Inlerim and Final President and Chief Airports Counsel.In Consolidated Car Rental Faeiliiy. Served as chair of the Car Rental that position, Ms George was Committee for the planning, development and implementation of an responsible for all of National Car interim move of the car rental operators out of the parking garage i Rental System, Inc.'s on and oft-airporl into temporary facilities and then into permanent facilities in a new lease and concession agreements for the common garage facility. Led the effort of the car rental companies United States, Canada, Australia and to create the first car rental fuel consortium using a third party i New Zealand. In addition to overseeing manager to be put in place at any car rental facility in the comntry. all major airport projects for National, ✓ Consolidated Car Rental Facilities, Managed National Car Rental Nls. George managed a legal staff of System. Ines participation in the planning, negotiations, and in attorneys and paralegals, with a some instances completion of the consolidated car rental projects at i department operating budget of over one Dallas, Houston, Kansas City, San Francisco, Sacramento, Ontario, million dollars. Representative project Las Vegas, Albuquerque, New Orleans, Chicago Midway, Chicago experience includes: O'Hare, Boston, and numerous others. ✓ Los Angeles Imernational Airport Residential Acquisition Division. i EDUCATION Worked on site at near full-time level for nine months to engineer management turnaround and create and implements major process St.Mary's University, cum laude,B.A. improvements, Turnaround process included extensive time one-on-Communication Arts/ 1972 one with staff, the creation of working teams, and the design and Southern Illinois University,J.D./ 1981 implementation of a major overhaul of information systems, including information filing system and database. ✓ Dgvion International Airporl. Worked with airport to implement i PROFESSIONAL Customer Facility Charge (CFC) to assist in financing of new AFFILIATIONS garage construction to include car rental ready/return areas, as well as site work for new remote individual rental car service facilities. i Adjunct Professor, St.Mary's University, Designed new business model for rental car concession program Winona Minnesota. resulting in significant increase in revenue to airport. Drafted RFP Frequent presenter at AAAE conferences documents, concession and lease agreements, and service facility i on subjects related to rental car issues. lease. Working with airport on plan for common transportation to interim ready/return location during garage construction. Certified mediator. ✓ Pordand htlernalional Ahpor9. Conducted assessment of current rental car concession program. Facilitated development of airport i goals and objectives for new rental car program. Conducted financial analysis and supported development of new business model for rental car concessions at PDX to significantly increase i airport revenue. Assisting airport with implementation of new program through car rental negotiations, document drafting and bid process. ✓ San Luis Obispo Cotn tv Airport Worked with airport to implement i Customer Facility Charge (CFC) to finance construction of new consolidated rental car facility. Continuing to work with airport, the rental car industry and the facility planner to define requirements, size the facility, determine feasibility,and design business program. A-2 Proposal for•Avialion Financial Contnuing Service,v,fin'the Implementation of'a Customer iFacility Charge a/ Palm Springe International Airport CJ OHN F BROWN COMPANY II+ IeAl3. _AIRPORT MANAGEMENT CONSaLTANTS PnlmS�on95 ' SHERI ERNICO SENIOR MANAGER Ms. Ernico joined the John F. Brown ✓San Francisco International Airport, Associate Finance Director. Company in March 2002. She has 25 Responsible for managing the airport's capital program, directing years of experience in airport financial activities for revenue bond sales, developing PFC applications, and economic analysis with an emphasis preparing and implementing the AIP grant strategy, preparing in financial feasibility studies, strategic annual and long-term airline rates and charges projections, financial planning, evaluations of rate- coordinating with the airlines on capital projects and rates and making methodologies, negotiations of charges, developing a new investment policy for the Airport, and airline use and lease agreements, AIP overseeing statistical reports. grant maximization strategies, ✓Airport Revenue Bond Feasibility Studies. Served as project privatization assessments and analyses, manager for financial feasibility studies in support of the sale of institutional reviews,preparation of PFC nearly $4 billion in revenue bonds, including bonds sold to finance applications, air cargo financing evalua- improvement programs in Boston, Charleston (S.C.), Cleveland, tions, fuel system business planning, Denver, El Paso, Fresno,New York(JFK), Orlando, Pittsburgh, and aviation market analyses, and forecasts Richmond. Included extensive involvement in development of new of aviation demand. Ms. Ernico bond resolutions and amendments to existing resolutions as well as previously held the positions of the coordination on preparation of other financing documents. Provided Finance Director for San Francisco extensive financial guidance on the$800 million Midfield Terminal International Airport (SFO) and a Complex at Pittsburgh International Airport, to the City of principal of a national airport consulting Cleveland regarding an $800 million capital improvement program, firth. Representative project experience and to the Raleigh-Durham Airport Authority and Orange County includes: (CA)on major terminal expansion programs. ✓Airlme Use and Lease Negotiations. Managed activities in more EDUCATION than 20 airline negotiations, including airports serving Appleton (WI), Boston, Cedar Rapids, Charleston (SC), Cleveland, Denver, University of Pittsburgh,B.A Des Moines, Harrisburg, El Paso, Madison, Missoula, Pittsburgh, Political Science/Urban Studies/1978 Portland(ME), Portland(OR),Richmond,Rochester, and Syracuse. Hlarvard University, Master of City and ✓PFC Applications and Swalegies. Assisted in the preparation of Regional Planning/1980 over a dozen PFC applications and advised in the leveraging of PFC revenue for double barrel bonds, PFC stand-alone bonds, and revolving loans, including the sale of$249 million in PFC stand- alone bonds for Boston-Logan International Airport. ✓Bnternalional/Pril,atizrtlion Engagements. Directed consulting services on a financial analysis in support of the $2.2 billion capital program for 33 airports in Argentina, a due diligence review of the proposed strategic investment in nine airports in South Africa, the financial feasibility study supporting the $1.2 billion International Air Terminal at John F. Kennedy International Airport, and a proposed tenninal development project for Madrid Barajas International Airport. ✓Inthislrr, Papers and Seminars. Conducted numerous seminars sponsored by ACI, AAAE,Air Transport Association, University of California (Berkeley), and other groups regarding airline lease negotiations, airport cost allocation and airport rate-setting principles,PFC leveraging,and financial benchmarking. 1 Proposal for Aviation Financial Consulting Services for the Iinplenentation of a Customer Facility Charge at Palin Springs Internationol Airporl 1��Pn 1�OHN F BROWN COMPANY I��m AIRPORT MANAGEMENT CONSULTANTS Palm Springs JASON W. GASSER SENIOR CONSULTANT Mr. Gasser joined John F. ✓ Piedmont Triad Inlernalional Airport Capital Planning and Brown Company in September Financial Ancrlvsis. Primary analyst for financial analyses 1999. Prior to that his academic related to the Airport Expansion Project and Airport Capital background was in the fields of Improvement Program. Tasks included rates and charges geography and the social calculation, model stress testing, comparative scenario sciences, and he brings to the analysis, and rating agency presentations. firm his knowledge of computer cartography and spatial analysis. ✓ Los Angeles Inlernalional Airport Common Use Ticket Since joining John F. Brown Counter hnplementalion. Primary analyst for the development Company, Mr. Gasser has added of a computer model that enabled allocation and assignment financial model-building, of ticket counters on a common use basis to 30+ airlines in quantitative and operational the Tom Bradley International Terminal.Project was a pail of analysis, and the development of a broader study of allocation of all types of airline space at feasibility studies related to LAX. Results were presented to both airport and airline airport improvements and representatives, and were well received by both parties as consolidated rental car facilities being fair and objective. to his growing range of skills. Representative project ✓ Boston Logan International Airport, Oakland Inlernational experience includes: Airporl, Norman Y. Alinela San .lose Inlernalional Airport, Seattle-Tacoma Inlernational Airport, Ontario International EDUCATION Airporl, Tares NI Cox Dayton hoerncaional Airport, and Chicago's Midway and O'Hare Airporls, Rental Car Facility Baldwin-Wallace College, summa Analyses. Project analyst providing quantitative and analytic cum laude, B.A. Psychology/ support. Analyses have included the calculation of Customer 1995 Facility Charges (CFCs) necessary to cover debt service on bonds issues for facility construction and operation. PROFESSIONAL DEVELOPMENT ✓ 1llinneopolis-St. Pail Inlernational Airport Cargo Area Roles and Charges. Calculation of rates and charges for the M.T.T. Airport Systems: Strategic Westside and Infield Cargo Areas. Planning and Detailed Design class ✓ lllioni International Airporl Ticket Counnler Analysis. Carnbridge, MA—October 2001 Developed a methodology for the allocation of exclusive use FAA/ACC Terminal Workshop ticket counters to air carriers based upon scheduled activity. Washington, DC—June 2001 V C'ineinnali/Northern Kenhrc/gr halernotional Airport AAAE/FAA PFC Collection and Financial Anahasis. Refinement of financial model used for Monitoring and Rates and calculation and forecasting of annual revenues, expenses, and ' Charges Workshops rates and charges. Comparison and development of multiple Alexandria,VA—March 2001 scenarios and stress testing. Washington, DC—May 2000 ' A-4 Proposal for Aviation Financial Consulting SerVices for the Inplenrenlation of'a Cus/nmer Facility Charge at Patin Springs Inlernalional Airport Rndgnt E.fimatgc Palm Spring International Airport Proposal KMG JEB SLE 7WG Support Total KMG JEB SLE JWG Support Total Air Hotel Other Total Rates S 175 S I75 S 175 S 155 S 70 A Conceptual Phase A-1 Operations Review 8 4 - - - 12 S 1,400 S 700 S - $ - S - $ 2,100 S - S - $ - S 2,100 A-2 Rev.ow data&forecast 4 4 - - - 8 700 700 - - - 1,400 - - - 1,400 A-3 RAC discussion 16 16 - - - 32 2,800 2,800 - - - 5,600 1,400 400 100 7,500 AA Project feasibility study 8 8 4 16 4 40 1,400 1,400 700 2,480 280 6,260 - - - 6260 A-5 Assist airport in analysis 8 4 4 8 24 1400 700 700 1,240 - 4,040 - - - 4,040 B Plamang Phase B-1 Document preparation 36 18 - - 4 58 S 6,300 $ 3,150 $ - S - S 280 $ 9,730 $ - S - $ - $ 9,730 B-2 Policy formulation 8 8 - - - t6 1400 1,400 - - - 2,800 - - - 2,800 B-3 Financing alternatives 12 4 4 8 - 28 2,100 700 700 1,240 - 4,740 - - - 4,740 B-4 CFC implementation 8 4 - 4 - 16 1,400 700 - 620 - 9,720 - - - 2,720 B-5 Fac planning quest moire 12 2 - - - 14 2,100 350 - - - 7,450 - - - 2,450 B-6 Input on concept design 8 2 - - - 10 1,400 350 - - - 1,750 - - - 1,750 C Negotiation Phase - - - C-1 Dev.business and finance terms 16 4 4 4 2 30 S 2,800 S 700 S 700 5 620 S 140 $ 4,960 S - S - S - S 4,960 C-2 CFC implementation terms 8 2 - 4 - 14 1,400 350 - 620 - 2370 - - - 2,370 C-3 CRCF terms 8 2 2 4 - 16 1,400 350 350 620 - 2,720 - - - 2,720 C-4 Goal comphance 2 1 - - - 1 350 175 - - - 525 - - - 525 C-5 Negotiation strategies 8 4 - - - 12 1,400 700 - - - 2,100 - - - 2,100 C-6 Best practices review 4 4 - - - 8 700 700 - - - 1.400 - - - 1,400 C-7 RAC negonation/1FB meetings 36 12 - - - 48 6,300 2,100 - - - 8,400 3,000 900 300 12500 C-8 City Attorney interface 4 - - - - 4 700 - - - - 700 - - - 700 D Meetings and Presentations D-1 Attend airport meetings 36 12 - - - 48 S 6,300 S 2,100 S - S - S - S 8,400 S 3,000 S 800 S 300 S 12,500 D-2 Attend RAC meemig 24 12 - - - 36 4,200 2,100 - - - 6,300 2,100 500 200 9,100 Total 274 127 18 48 10 477 S 47,950 $ 22,225 S 3,150 S 7,440 $ 700 S 81,465 $ 9,500 S 2,500 S 900 5 94,365 A-5 Proposal for Aviation Fniaiioral Consnlhng Services for rHelmplemenlatron ofa Cirsronrei Facility Clae ge at Patin Springs cilia n1f]onal An pen Sor ngs I af'^ al Ai—p ao.d-[r—Parilifi,prniart 2005 2006 August September October November December January February March April May June A.Conceptual Phase A-1 Operations Review A-2 Review data&forecast A-3 RAC discussion A-4 Project feasability study A-5 Assist Airport in analysis B.Planning Phase B-1 Document assistance I{x:b.n:".iiti�i°�" B-2 Policy formulation t#tti=t' s B-3 Financing alternatives B-4 CFC implementation f'r B-5 Fac planning questionnaire 0 B-6 Input on concept design - C.Negotiation Phase C-1 Dev business and finance terms C-2 CFC implementation terms C-3 CRCF terms C-4 Goal compliance C-5 Negotiation strategies C-6 Best practices review C-7 Rac negotiations/IFB mtngs C-8 City Attorney Interface D. Meetings and Presentations D-1 Attend airport meetings 0 D 2 Attend RAC meetings 7 I 1 A-6 Proposal for Aviation Financial Consuhing Services for the implementation of a Customer Facility Charge at Palm Springs International Airport Building integrated business solutions for tomorrow's airports. 19 � 1 JOHN F BROWN COMPANY AIRPORT MANAGEMENT CONSULTANTS 1 For additional information or questions regarding this proposal, please contact: ' Michael Brown ' (513)321-6080 mbrown@j ohnf brown.com Palm Springs ' In Icrn ni iUllil'kirpnrt ii 5 C 5G1nTc,;,Nr Request for Qualifications for Aviation Financial Consulting Services for the ' Implementation of a Customer Facility Charge