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HomeMy WebLinkAbout04334 - SIMAT HELLIESEN & EICHNER AIRPORT MARKETING Simat, Helliesen & Eichner Airport Marketing AGREEMENT #4334 Amend 3 M07334, 7-2-03 AMENDMENT NO. 3 -- AGREEMENT NO. 4334,AIRPORT MARKETING CONSULTING SERVICES This Third Amendment to Agreement No.4334for contract senrices,(herein"Agreement')made and entered into this `� �� day of ,�_/ l-- 2003,by and between the CITY OF PALM SPRINGS,(herein"City")and SIMA-MIELUESEN&EICHNER,INC. (SH&E)(herein "Contractor")is hereby effective July 2,2003,as follows: 1. Section 2.1 Contract Sum,is hereby amended to reflect that the maximum contract amount shall not exceed One Hundred Twenty Five Thousand Dollars, ($125,000). 2. Section 5.1 Term, is hereby amended by extending the term through June 30,2004. 3. Exhibit"A"Scope of Services, is hereby deleted in its entirety and replaced as follows: EXHIBIT SCOPE OF SERVICES AIRPORT MARKETINGPADVERTISINGfPUBLICITY CONSULTING SERVICES Contractor shall provide the following services in Air Service Development&Marketingduring the term of the Contract: Number Task AA Provide Network System analysis to PSP staff specific to on-going carrier analysis, relevant to Hub system of existing carriers. A-2 Develop carrier forecasts and presentations for 4 carriers which may consist of the following— Midwest Express, Frontier, Delta, Horizon, Spirit, Northwest, US Airways and Jet Blue. A-3 Provide data analysis on connect markets of existing carriers as it relates to PSP connections. A-4 Monitor and report strategic plans and relevant data analysis for other targeted carriers. A-5 Provide strategic counsel for regular communications with incumbent and target air carriers. A-6 Maintain databases on existing air carrier service performance and benchmark-them against relevant system averages and comparable communities across the United States. Such statistics will include load factors,revenue,yield,fare,connect markets and market growth rates. A-7 Provide counsel and recommendations on final development and implementation of Strategic communications plan. 4. Exhibit "B" Schedule of Compensation, is hereby deleted in its entirety and replaced as follows: EMIT`B„ SCHEDULE OF COMPENSATION Contractor shall be compensated as follows: The Scope of Work, Exhibit"A," lists seven(7)separate tasks to be provided under the contract. Some tasks have fixed fees,while others are ongoing and shall be compensated under the retainer fee. Number Task Cost A-1 Hub system of existing carriers analysis $20,000 A-2 Forecasts&presentations(5 carriers) $50,000 A-3 Develop forecasts and relevant data on carriers Retainer As requested during the 12-month period A-4 Economic forecasts Retainer A-5 Strategic Counsel for Air Service Retainer A-6 Develop carrier statistics(revenue,yield) Retainer A-7 Implementation Strategic Communications Retainer The retainer shall be as follows: r/ Monthly(months 1--"))&, � \ $S,OOO.mo Monthly(months d-12) �� $2,500.mo Contractor will be compensated monthly based on the above retainer schedule and based on the percentage of work completed on Tasks A-1,A-2 and A-7. Reimbursables shall be compensated at cost plus 10%,with all travel by air to be approved in advance, up to a maximum of$10,000, 5. Exhibit"C"Schedule of Performance is hereby added to read as follows: Exhibit"C" SCHEDULE OF PERFORMANCE Time-line:This is a year-long project. Work Item A-2 carrier forecasts and presentation materials will be completed within 3 weeks of PSP stafFs request as air carrier meetings are scheduled_ Work Item A-7 shall be completed within the first 5 months of the contract. All retainer compensated Work shall be performed throughout the term as requested by the City with activities reported in the monthly report outlined under"deliverables." Deliverables:Work item A-2 shall include adequate numbers of hard copies of the presentation for airline attendees and three(3)extra copies to the Airport. Work item A-7 shall include two bound copies of the plan to the Airport. Monthly reports,including updated statistics shall be provided to the Airport by the 2Y'of each month for the previous month 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 y. \ p� By City Clerk City Manager APPROVED AS TO FORM: y City Attorney CONTRACTOR: Check one:_Individual_Partnership Corporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President,or any Vice President:AND B.Secretor rAaa nt Secretary,Treasurer,Assistant Treasurer,or Chief Financial Off -6 By: � By. Signa re ( tarized) 'Signature (notarized) Name: '1Z ro \'L �yoo Name: � +I,o�oyl t. 'V`y-U\" (I mi Title: 9 C- l" Title: ` (ee v�L\", l State of (�U-je& q State of 0405'4CJ(l'SE Sq County JL' L u2 v'rV Iss County of /M'r/ff 1,9,SC'X Jsrs fMJ On'f d=-)n2,beforeme, c .rnA,�ti fit,%Uv On(f n26/0 before me,LV�I��n m r)r/� �g �2� 1 personally appeared �k C�VI't `/�4 CLL�!'(D personally appeared be,bi7 r"� �J/I personally known to me (or proved 0 me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official pseal. WITNESS my hand an� seal. Notary Signature:, )�� .}tlLUO--WIlati �jkKkV' Notary Signature: �Nota,ry Seal: Notary Seal: 'C' ` t �19 1,Farr llv��:.J.�j'�CJ`,f1 �_�^P 1�'P,L'r,C� )I f-''.i�.a==a Bebi Salaima Allen Ql ik R'y `.` Notary Pubiio-State of-New `"^` No. 01AL6063767- �•� . r�0 ..,,,..: 1 i °• ``C, Oualified in New York County , s:('W d My Commission Expires Sept. 10, 2005 Ark �' -- '�� t. F•''`- - • simat, Helliensen 6 Eichner Airport Marketing AGREEMENT #4334 Amend #2 1407095, 6-19-02 AMENDMENT NO. 2 ----- AGREEMENT NO. 4334, AIRPORT MARKETING CONSULTING SERVICES This Second Amendment to Agreement No.4334 or contract services,(herein"Agreement")made and entered into this day of awe 2002, by and between the CITY OF PALM SPRINGS, (herein"City")and SIMAT, ELLIESEN&EICHNER,INC. (SH&E) (herein "Contractor") is hereby effective July 1, 2002. WITNESSETH WHEREAS SH&E, in partnership with the Airport Staff and the Valley Tourism Industry, has successfully conducted Air Service Development and Marketing for the Palm Springs International Airport even in the shadow of the impacts of"9/11"; and WHEREAS the Airport's 2002-03 air service development goals are to: • Establish summer east/west jet service without a cash subsidy; and • Expand summer service to the Pacific Northwest; and • Establish winter weekend east coast nonstop service; and • Expand "shoulder" season air service; and • Reestablish Denver nonstop service; and • Establish a winter nonstop to the South; and • Expand inbound seats by 7%. NOW THEREFORE, the parties heretofor and in consideration of the covenants and agreements hereinafter contained to be observed and performed, the representative parties DO HEREBY AGREE TO AMEND THE AGREEMENT AS FOLLOWS: Section 1. Section 2.1 Contract Sum,is hereby amended to reflect that the maximum fiscal year 2002/03 contract amotmt shall not exceed One Hundred Eighty Thousand Dollars, ($180,000). Section 2. Section 5.1 Term, is hereby amended by extending the tern through June 30, 2003. Section 3. Exhibit "A" Scope of Services, is hereby deleted in its entirety and replaced as follows: EXHIBIT A SCOPE OF SERVICES AIRPORT MARKETING/ADVERTISING/PUBLICITY CONSULTING SERVICES Contractor shall provide the following services in Air Service Marketing during the term of the Contract: Number Task A-1 Provide a Network System analysis relevant to the hub systems of existing carriers. Identification of under-served routes and O&D markets not currently served shall be a high priority in this analysis. A-2 Develop carrier forecasts and presentations for eight carriers which may consist of the following— Midwest Express, Frontier, Delta, Horizon, Spirit, Southwest, SkyWest and Jet Blue. A-3 Provide data analysis on connect markets of existing carriers as it relates to PSP connections. A-4 Develop economic forecasts and relevant data analysis for other targeted carriers. A-5 Provide strategic counsel to the Airport staff for regular communications with incumbent and target air carriers. A-6 Maintain databases on existing air carrier service performance and benclunark them against relevant system averages and comparable communities across the United States. Such statistics will include load factors,revenue,yield,fare,comiect markets and market growth rates. A-7 Provide counsel and recommendations on marketing packages for targeted carriers and advertising campaigns. Contractor shall provide the following services in the areas of advertising and publicity during the term of the contract. Number Task B-1 Working with PSP staff, develop a proactive strategic communications plan. B-2 Work with PSP staff and its local publicity firm on Web-site integration with overall marketing program. B-3 Work with PSP staff on implementation of local marketing plan B-4 Develop and implement with PSP staff community outreach program to capture local market leakage B-5 Continue to work with PSP staff to develop various marketing/advertising materials to include creative writing, concept development, design, camera ready art work of Page 2 the marketing pieces. Section 4. Exhibit`B"Schedule of Compensation,is hereby deleted in its entirety and replaced as follows: EXHIBIT `B" SCHEDULE OF COMPENSATION Contractor shall be compensated as follows: The Scope of Work,Exhibit"A," lists twelve(12)separate tasks to be provided under the contract. Some tasks have fixed fees,while others are ongoing and shall be compensated under the retainer fee. Number Task Cost A-1 Hub system analysis of existing carriers $21,000 A-2 Forecasts &presentations ( 8 carriers ) $68,000 A-3 Develop forecasts and relevant data on carriers Retainer As requested during the 12-month period. A-4 Economic forecasts Retainer A-5 Strategic Counsel for Air Service Retainer A-6 Develop carrier statistics (revenue, yield) Retainer A-7 Develop marketing packages (incentives) Retainer B-1 Strategic communications planning Retainer B-2 Marketing/web site integration Retainer B-3 Local marketing plan Retainer B-4 Local community outreach Retainer B-5 Development of Marketing materials $20,000 The retainer shall be as follows: Page 3 Monthly $5,OOO.mo Contractor will be compensated monthly based on the above retainer schedule and based on the percentage of work completed on Tasks A-1,A-2 and B-5. Reimbursables shall be compensated at cost plus 10%, with all travel by air to be approved in advance, up to a maximum of$11,000. Section 5. Exhibit"C" Schedule of Performance is hereby added to read as follows: Exhibit"C" SCHEDULE OF PERFORMANCE Time-line: This is a year-long project. Work Item A-1 shall be completed in the first 5 months of the contract and work item A-2 carrier forecasts and presentation materials will be completed within 3 weeks of PSP staff s request as air carrier meetings are scheduled. All retainer compensated work and work item B-5 shall be performed throughout the term as requested by the City with activities reported in the monthly report outlined under"deliverables." Deliverables: Work item A-1 shall include two bound copies of the analysis. Work item A-2 shall include adequate numbers of hard copies of the presentation for airline attendees and five (5) extra copies to the Airport. Work item 13-1 shall include two bound copies of the plan to the Airport. Monthly reports, including updated statistics shall be provided to the Airport by the 10"' of each month for the previous month. Work item B-5 shall include camera ready art work for the marketing pieces. Except as specifically worded herein,all terms and conditions of the Agreement shall remain in full force and effect and performance of services under the Agreement shall be governed by the provision\s of the Agreement. Page 4 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 Ile City Clerk City Manager APPROVED AS TO FORM: By: City Attorneys CONTRACTOR: Check one: Individual_Partnership_Corporation Corporations requir n d signatures: One from each of the following. A. Chairman of Board,President, or any Vice President:ANCD .Secretary,Ass tant Secretary,Treasurer,Assistant Treasu rer,or Chief Financial officer). By: \ By: �)L� Sign ture notarized) Signature ((rtdartrized) �)A Name: V Name: b ( (ow4^ojt, Bebi Salaima Allen BeN Sakgna Allen �r2S n r Notary Public-State of New York Title: � e Notary Puhlic-State ditHaw York No. 01AL6063767 a No. 01AL6063767 Qualified in New York County State of f 1D�� "p Qualfied in New York Cofn 'p q t L , My Commission Expires Sept. 10, 2005 to county of ;4021 Iss My Commission Expires ccounntty of f J�--lss 9 p On r Q beforeme, httl 'AbS1CV001l94. 4`t'�"-�u On I B� before me, vyjj 0 q+-��/ � c �i pp ry p�{' q,��S•�J,,,,p,Os✓, personally appeared Cl)tiif6. ��(i�M.��)➢tom personally appeared �-"C�ar,t`c�.�� ✓ ^� personally known to me (o o me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribedto the withm instrument and acknowledgedto me that subscribedto the within instrument and acknowledged tome that he/she/they executed the same in his/her/their authorized he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signature: ,,tUje�.m �'�`' ,+`1'-' Notary Signature: ��➢ - Notary Seal: Notary Seal: Kok SA;Py City of Palm Springs Office of the City Clerk (760) 323-8204 � RRROAAYtR� ,may RANDUM Date: July 9, 2002 To: Harold Good—Procurement From: City Clerk RE: Simat, Helliensen&Eichner, Inc., Amend 2 A4334 Attached are three copies of the above mentioned Amend 2 on A4334 between Simat, Helliensen &Eiclmer and the City of Palm Springs, regarding Airport Marketing Consulting Svcs, approved by City Council on Jame 19, 2002, by MO7095. An original has been retained for the City's records. PATRICIA A. SANDERS City Clerk Attached • • Simat, Helliesen ,& Eichner Airport Marketing AGREEMENT #4334 Amend 1 R20138 7-18-01 AMENDMENT NO. 1 AGREEMENT NO. 4334, AIRPORT MARKETING CONSULTING SERVICES This First Amendment to Ag;eement No.4334 or c ntract services,(herein"Agreement")made and entered into this o % '' / day of Grp , 2001, by and between the CITY OF PALM SPRINGS, (herein"City")and SIIvIA ,HEtLIESEN&EICHNER,INC. (SH&E) (herein "Contractor") is hereby effective July 19, 2001, as follows: 1. Section 2.1 Contract Sum, is hereby amended to reflect that the maximum contract amount shall not exceed One Hundred Thirty-Eight Thousand Five Hundred Dollars, ($138,500). 2. Section 5.1 Term, is hereby amended by extending the term through June 30, 2002. 3. Exhibit "A" Scope of Services, is hereby deleted in its entirety and replaced as follows: EXHIBIT SCOPE OF SERVICES AIRPORT MARKETING/ADVERTISING/PUBLICITY CONSULTING SERVICES Contractor shall provide the following services in Air Service Marketing during the term of the Contract: Number Task A-1 Counsel the Aviation Director and train Airport Marketing staff in strategic assessments of specific air carrier routes, including one week(during the month of September) of onsite training in Contractor's offices. A-2 Develop carrier forecasts and presentations for three carriers — United, Alaska, Continental Airlines. A-3 Develop economic forecasts and relevant data analysis for other targeted carriers. A-4 Create and implement a time-line for primary research and market data updates. Conduct the annual update of the ticket lift survey and inbound visitor survey. A-5 Provide strategic counsel for regular communications with incumbent and target air carriers. A-6 Maintain databases on existing air carrier service performance and benchmark them against relevant system averages and comparable communities across the United States. Such statistics will include load factors,revenue,yield,fare,connect markets and market growth rates. A-7 Provide counsel and recommendations on marketing packages for targeted carriers and advertising campaign on PSP facilities and rates and charges. Contractor shall provide the following services in the areas of advertising and publicity during the term of the contract. Number Task B-1 Working with PSP staff, develop a proactive strategic communications plan. B-2 Provide media training and presentation skills coaching to PSP spokesperson. B-3 Draft materials for PSP press kit. B-4 Develop strategy and accompany Aviation Director on editorial board meetings to introduce a new shift in airport priorities from facilities upgrade to proactive marketing. B-5 Work with PSP staff to roll out plan, develop time-line for program elements and provide ongoing support and counsel. 4. Exhibit `B" Schedule of Compensation, is hereby deleted in its entirety and replaced as follows: EXHIBIT `B" SCHEDULE OF COMPENSATION Contractor shall be compensated as follows: The Scope of Work,Exhibit"A," lists twelve(12)separate tasks to be provided under the contract. Some tasks have fixed fees, while others are ongoing and shall be compensated under the retainer fee. Number Task Cost A-1 Train staff during September in strategic Retainer assessments of carriers A-2 Forecasts & presentations (3 carriers) $25,000 A-3 Develop forecasts and relevant data on carriers Retainer As requested during the 12-month period. A-4 Update ticket lift& visitor survey Retainer A-5 Develop communications model to contact Retainer carriers A-6 Develop carrier statistics (revenue, yield) Retainer A-7 Develop marketing packages (incentives) Retainer B-1 Develop coimnunication plan $7500 B-2 Media training Retainer B-3 Press kit Retainer B-4 Editorial Board meetings Retainer B-5 Ongoing publicity support Retainer The retainer shall be as follows: Months 1, 2 & 3 $4500./mo Months 4, 5 & 6 $4000./mo Months 7 - 12 $3500.mo Contractor will be compensated monthly based on the above retainer schedule and based on the percentage of work completed on Tasks A-2 and B-1. Reimbursables shall be compensated at cost plus 10%, with all travel by air to be approved in advance, up to a maximum of$10,000. 5. Exhibit"C" Schedule of Performance is hereby added to read as follows: Exhibit"C" SCHEDULE OF PERFORMANCE Time-line: This is a year-long project. Work item A-2 shall be completed within the first four months of the Notice to Proceed unless carriers are unable to schedule meetings. Work item A-4 shall be completed in the March-April time-franie. Work item B-1 shall be completed in the first four months of the Contract. All retainer compensated work shall be performed throughout the term as requested by the City with activities reported in the monthly report outlined under"deliverables." Deliverables: Work item A-2 shall include adequate numbers of hard copies of the presentation for ' • airline attendees and five (5) extra copies to the Airport.+ Work item 13-1 shall include two bound copies of the plan to the Airport. Monthly reports,including updated statistics shall be provided to the Airport by the 10t" of each month for the previous month. Work item A-4 shall include five bound copies of the updated "leakage" analysis. Except as specifically worded herein, all terms and conditions of the agreement shall remain in full force and effect and performance of services under the agreement shall be governed by the provisions of this Agreement. ! ! IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By City Clerk City Manager APPROVED AS TO FORM: Cit Att rney CONTRACTOR: Simat , Helliesen & Eichner, Inc . (Check One: individual, partnership, �Qr -oration) (NOTARIZED) By: g lure ���avzs�t me PresI-Lu Print Name and Title (NOTARIZED) By:- Signature yc C (c) Print Name and Title I Mailing Address: One Main Street Cambrid�e,_MA 02142 (Corporations require two signatures; one from each of the following: A. Chairman of Board, President,any Vice President;ANDB. Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer.) End of Signatures �� � ; MASSACHUSETTS ALL-PURPOSE ACKNOWLEDGEMENT State of Massachusetts County of Middlesex On .lulu 27 2001 before me, Evelyn Hinde Notary Public Name and Title of Officer(e.g,Jane Doe, Notary Public) personally appeared Deborah Meehan and Tom Ricapito Names of Signers personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. nature_of phary Public t-L pALM sA�2 City of Palm Springs Office of the City Clerk (760) 323-8204 FAX (760) 322-8332 CL1FOpN\' MEMORANDUM Date: August 8, 2001 To: Assistant City Manager-AI Smoot From: City Clerk Re: SH & E —Amendment #1 —A4334 Al: Attached are two copies of the above mentioned amendment between SH & E and the City of Palm Springs approved by the City Council on July 18, 2001 by Resolution 20138, Please forward one copy to SH & E and retain one copy for your files. I have forwarded a copy to Finance and retained our necessary copy. Should you have any questions, please let me know. Thank you, Trisha It F; AA#K,C • • Simat, Helliesen & Eichner Airport Marketing Plan Devel AGREEMCNT #4334 M06786, 1-24-01 CITY OF PALM SPRINGS - ---- - -- - - -- - --- CONTRACT SERVICES AGREEMENT FOR AIRPORT MARKETING PLAN DEVELOPMENT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into thia day of r1.e , 2001, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City' and SIMAT, HELLIESEN&EICHNER, INC. (SH&E)(herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and 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 of competent jurisdiction. 1.3 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. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference,but not exceeding the maximum contract amount of Forty-Nine Thousand Five Hundred Dollars ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B", Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Christina Cassotis is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. Alealde&Fey SF agreemenl.agr.wpd 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE AND INDEMNIFICATION 4.1 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) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either (i) a combined single limit of$1,000,000.00 or (ii) bodily injury limits of$500,000.00 per person, $1,000,000.00 per occurrence and$1,000,000.00 products and completed operations and property damage limits of$500,000.00 per occurrence. If the Contract Sum is greater than $500,000.00, the policy of insurance shall be in an amount not less than $5,000,000.00 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of$500,000.00 per person and$1,000,000.00 per occurrence and property damage liability limits of$250,000.00 per occurrence and $500,000.00 in the aggregate or (ii) combined single limit liability of$1,000,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance: Policies of such other insurance, including Professional Liability Insurance, as may be required in the Scope of Services, Exhibit "A". All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance. 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. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. 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 • 0 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The Contractor agrees that the provisions of this Section 4.1 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 Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. The insurance 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, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City Manager or designee of the City due to unique circumstances. 4.2 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, including paying any legal costs, attorneys fees, or paying any judgment(herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work or services 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 to the extent caused by the negligence or willful misconduct of the City. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until June 30, 2001. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 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 ensure 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. 6.2 Non-liability of City Officers and Employees. No officer or 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. 6.3 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 or association 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. 6.4 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 snail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY 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. 6.5 Inter retation. 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. 6.6 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. 6.7 Severability. In the event that part of 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 portions 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. 6.8 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. 6.9 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, whether or not the matter proceeds to judgment. 6.10 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 party is bound. IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTEST: City Manager (Check one: _Individual _Pa- rship Corporatiot City Clerk CONT TO APPROVED AS TO FORM: l� E i By: ar 5igna re ( otize��, Q4L� t Attorney Print Name & Title By:_ Signature (Notarized)ntL 1ff' O Print ame & Title Mailin Address:- SIa�-f— (Corporations require two signatures: One from each of the Following: A. Chairman of Board, President, any Vice ' END OF President: AND B. Secretary, Assistant Secretary, Treasurer,Assistant Treasurer,or Chief Financial Officer). SIGNATURES) J MASSACHUSETTS ALL-PURPOSE ACKNOWLEDGEMENT State of Massachusetts County of Middlesex On Jan.30.2001 before me, Evelyn Hinde•Notary Public Name and Title of Officer(e.g.Jane Doe,Notary Public) personally appeared Deborah Meehan and Tom Ricaoito Names of Signers personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. ignattire of Notary Public/ EXHIBIT A SCOPE OF SERVICES FOR AIRPORT STRATEGIC MARKETING PLAN DEVELOPMENT AT PALM SPRINGS INTERNATIONAL AIRPORT Contractor's proposed scope of services consists of several tasks that are meant to: ❑ Study the current air service at Palm Springs International Airport,identify gaps in that service and make recommendations as to how those gaps might be filled; ❑ Recommend steps to attract prospective new carriers to the airport which would enhance air service at Palm Springs; ❑ Assess the current advertising and marketing programs carried out by the Airport and other interested parties promoting the use of Palm Springs International Airport and recommend steps to maximize the airport's use of advertising and marketing funds; ❑ Examine the current and potential cargo market at Palm Springs to assess how the Foreign Trade Zone designation recently received by the City can best be utilized; ❑ Assess the current US Customs Facility operation,as well as the potential for international air service (both scheduled and charter) at Palm Springs and recommend steps to maximize the efficiency of a Federal Inspection Service facility; and ❑ Inventory the airport's vacant land,assess the City's economic development goals and the airport's plan for future infrastructure development and recommend steps for marketing the airport's vacant land. The work plan is described below, followed by a detailed outline of each of the tasks. Tasks 1 and 2 The first part of the study deals with the assessment of historic and current air services at Palm Springs. Tasks 1 and 2 relate mainly to the compilation of a statistical data base needed to establish and analyze trends and identify markets that are either under-served or not served at all and that could potentially support nonstop or direct flights. This baseline assessment is needed to measure Palm Springs' air service levels and performance. Task 1 reviews the definition of Palm Springs International Airport's market area and how it relates to other more distant airports which potentially draw traffic from the Palm Springs market area. Socioeconomic data, including population, personal income (or effective buying income), employment, and other available measures of size and economic activitywill be compiled. Economic projections relating to Palm Springs will be reviewed and considered relative to future traffic growth. Task 2 involves the compilation of a comprehensive database of traffic and service information. For most of the indicated measures,the data will cover a ten-year period. Tasks 3 and 4 Tasks 3 and 4 relate to an understanding ofthe true PSP O&D traveler through a travel agency ticket lift and the possibility of an inbound hotel visitor survey, an assessment of potential airline service improvements at Palm Springs and the development of a marketing strategy for increased air services. Task 3 will assess the current services provided by the incumbent airlines serving Palm Springs and how these services fit each carrier's overall route development strategy. 0 Identification of under-serviced routes will occur in Task 3. Significant attention will be placed on the top Palm Springs O&D markets not served on a nonstop basis. A hub screening process will be performed, which will be used to identify under-served connecting hub markets. The role of regional jets will also be analyzed and how they could potentially be leveraged at Palm Springs. Regional jets are having a profound impact on the aviation industry and Palm Springs can only benefit from the new technology. The analysis conducted in this Task will focus on the steps necessary for PSP to gain realistic service developments. Contractor will indicate the areas of Palm Springs' air services which have the greatest need for improvement and recommend specific strategies for air service development. Tasks 5 through 8 Tasks 5 through 8 are meant to study and analyze the current and past conditions of PSP's efforts to market the Foreign Trade Zone,the airportthrough formal advertising and marketing programs,the Customs Facility and vacant land at the airport. In each of these tasks, Contractor will conduct an analysis of the current environment and seek to gather the information necessary to create an effective marketing strategy forthe future. Task 9 In Task 9, Contractor will prepare a final formal document as the deliverable. The technical document will be a GBC-bound portrait-style document in narrative form with appropriate visuals (charts, graphs, tables, media plans,etc.)included. All of Contractor's work effort will be documented and presented in either the technical document or its appendix. Contractor will submit the document to City for draft review and review again after initial editing. Contractor will create a PowerPoint presentation which will also serve as the executive summary. City will have final sign-off authority on the Executive Summary as well as the Technical Document. Task 1: Analysis of the Palm Springs Service Area ❑ Definition of the Palm Springs Service Area — Primary and Secondary Market Area — Location/Service Overlap with Other Airports ❑ Analyze Key Drivers of Air Travel Demand — Population and Income — Levels, Trends, Geographic Distribution — Industrial Activity/Employment — Major Employers — Tourism/Visitor Industry ❑ Access Outlook for Population and Economic Growth Comparison to State, Regional and National Averages and Trends 0 i Task 2: Analysis and Profile of Palm Springs' Air Travel Market ❑ Review Palm Springs' Air Passenger Growth Trends and Historic Activity — Enplanements — O&D Passengers — Principal Routings (Single Plane, Connecting Points, etc.) — Airline Load Factors — Airline Market Shares, by Market/Region ❑ Assess Significant Changes in Air Service Levels — Number of Flights and Seats(Regional and Jet) — Number of Markets Served — Competition Among Carriers — Key Competitive Factors ❑ Conduct Leakage Study to Determine True O&D Pattern of PSP Traveler ❑ Conduct Hotel Study to Determine O&D Pattern of PSP Inbound Passenger With Cooperation from CVA and Hotel Groups (if cooperation isn't available or possible, Contractor will rely on outbound leakage patterns from the travel agency survey) ❑ Conduct Business Survey in Conjunction with Convention and Visitors Bureau to Assess Business Travel Patterns Task 3: Assess Potential New Air Services at Palm Springs ❑ Assessment of Existing Services and New Service Possibilities for Palm Springs' Existing Carriers - Carrier by Carrier Review ❑ Evaluate Performance/Adequacy of Existing Services in Contest of: Carriers' Hub Structures and Fleets — Current Load Factors — Expected Growth ❑ Identify Under-served Routes ❑ Assess Role of the Regional Jet ❑ Determine Carrier Strategies ❑ Identify Potential Carriers Task 4: Develop Strategy for PSP to Increase Air Services ❑ Summarize Findings and Recommendations of Market Research ❑ Present Findings of Market and Air Service Development Study to Palm Springs International Airport Management,staff and commissioners,as deemed appropriate by the City Manager — Palm Springs' Strengths and Weaknesses ❑ Recommended Steps for Air Service Marketing 0 Prospective Carriers Markets and/or Market Areas Task 5: Analysis of the PSP Cargo Market and Potential Cargo Market ❑ Gather Background Information Regarding City's Application and Intent of FTZ ❑ Review Work to Date of City Consultant ❑ Determine FTZ Efforts of Other Southern California Airports ❑ Assess PSP Potential Cargo Market ❑ Create Strategic Plan for Successful FTZ Task 6: Analysis of PSP's Advertising and Marketing Programs ❑ Review Recent PSP Media and Advertising Plans ❑ Conduct On-Site Interviews with Key Advertising and Marketing Players inthe Community and at the Airport ❑ Review Inbound Tourism and Outbound O&D Passenger Research Data ❑ Create Strategic Plan for Future Advertising and Marketing Programs Task 7: Analysis of Customs Facility Potential ❑ Analyze Potential for Scheduled and Charter Passenger and Cargo Traffic ❑ Conduct hrterviews with Customs Officer and Airport Representatives ❑ Create Strategic Plan for Marketing PSP US Customs Facility Task 8: Analysis of Vacant Land Potential ❑ Review Existing Master Plan ❑ Conduct Discussions with Airport Representatives and CityEconomic Development Officer to Determine Goals and Objectives for PSP Vacant Land in the Contest of Overall City Economic Development ❑ Review Recent Airport Inventory of Vacant Land ❑ Create Strategic Plan for Marketing Vacant Land Task 9: Draft and Final Documentation and Presentation ❑ Draft Technical Document of Research, Data Sources, Analyses, Next Steps and Recommendations for Review by City ❑ Draft Executive Summary PowerPoint Presentation for Review by City ❑ Edit Draft Document and Submit Final Document for Review by City ❑ Create 15 Copies of Final Technical Document; PowerPoint Screen Show (Executive Summary)and 25 Hard Copies of PowerPoint Presentation ❑ Present Findings to City and Other Invited Guests EXHIBIT "B" SCHEDULE OF COMPENSATION Contractor shall be compensated as follows: The Scope of Work includes nine (9) Tasks which have been assigned values as follows: Task Items Cost Task 1 - 4 Air Service Development $22,520 Task 5 Foreign Trade Zone Analysis 5,740 Task 6 Advertising and Marketing Analysis 5,988 Task 7 Customs Analysis 3,660 Task 8 Vacant Land Analysis 2,040 Task 9 Final Documentation 6,184 TOTAL COST $46,132 Contractor will be compensated on a monthly basis based upon the percentage of work completed in each task. Reimbursables will be compensated at cost plus 10%up to a maximum of$3818. Time line: Project shall be complete within one hundred twenty calendar days of the Notice to Proceed.