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HomeMy WebLinkAbout02782 - TCI THOMSON CONSULTANTS AIRLINE USE AGR Cindy Berardi From: Janet Sheraton Sent: Wednesday, September 29, 2010 9:15 AM To: Cindy Berardi Subject: RE: Old Contract A2782 Thompson Consultants Int'I Yes—This was about 10 years before I arrived in 2000. 1 have never heard of this company. Thank you,js Janet Sheraton Airport Asset Manager Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 760.318.3808 760.318.3815 (fax) Janet,Sheraton@ pal msprings-ca.gov website: www.paimspringsairport.com From: Cindy Berardi Sent: Wednesday, September 29, 2010 9:14 AM To: Janet Sheraton Subject: Old Contract A2782 Thompson Consultants Tnt'I Can the attached be closed out? Thank you. <<File: A2782 Thompson Consultants Int'l.pdf» Cindy berarcli DePuti)City C_Ierlc (-)((ice of the City cler(c City of Palm Springs P. O. Box 2743 Palm Springs, CA 92262 (760)322-8355 Cindy.Berard iQpalmspringsca.gov Please note the office hours for City Hall are Monday-Thursday 8am-6pm, and we are closed on Fridays. Please consider the environment prior to printing this a-mail. Thank youl - -- - o Thompson Consultants I Amendment to Letter Agreement P.S. Regional Airport -_-- - AGREEMENT #2782 „_- M04810, 7-17-91 Thompson Consultants/nternationa/ Airport Consultants-Facility Design, Financial _ & Management Services June 20, 1991 Mr. Allen F. Smoot, A.A.E. Director of Aviation Palm Springs Regional Airport 3400 E. Tahquitz-McCallum Way Palm Springs, California 92262 Subject: Amendment to Letter Agreement for Airport Financial Consultant Services Palm Springs Regional Airport Dear Mr. Smoot: Thompson Consultants International (TCI) is pleased to have the opportunity to submit this proposal for the continuation of airport financial consulting services to the City of Palm Springs (City) for the Terminal Development Program at Palm Springs Regional Airport. This letter serves as an amendment (Amendment)to the Letter Agreement dated December 13, 1989. Proposed services include the following four work tasks, as described in Appendix A. L Financial Analysis of Passenger Facility Charges (PFCs) and Their Impact on: A. Financing of Phase 1B of the Terminal Development Program B. Airline Rates and Charges C. Airline Use Agreement Terms and Conditions II. Negotiations and Redrafting of a New Airline Use Agreement to Provide for Terms and Conditions Relating to the New Passenger Facility Charges (PFCs); and Financing of Phase 1B of the Terminal Development Program. III. Assisting Airport Management in Preparing Financial Documentation to be Submitted to the Department of Transportation (DOT) for the approval of Capital Projects Funded with PFCs. IV. Providing General Financial Consulting Services on a Continuing As Needed Basis. TCI has assigned Susan Luzar and Tony Sigismondi, Principal Associates of the firm, to perform the work. An estimated budget and fee schedule for services is included in Appendix B to this Amendment. 8929 South Sepulveda Blvd., Suits 208 Los Angeles, California 90045 Cable: TCI CONSULT 213/417-3905 Telefax: 213/417-8069 New York Miami Washington Los Angeles Columbia, S.C. Oslo Mr. Allen F. Smoot June 20, 1991 Page 2 TCI is very happy to have this opportunity to be of assistance for this important assignment. If the services and fee schedule of this Amendment are acceptable, please so indicate by signing the copies provided and return one copy for our files. Kind regards, Very truly yours, and Gary a ns ip Senior Vice P ' ent IN WITNESS WHEREOF, the parties have caused this Amendment to the Letter Agreement dated December 13, 1989, to be executed on the /`f day of 1991. ATTEST: CITY OF PALM SPRINGS, CALIFORNIA BX: City Clerk City Man ger REVIEWED AND APPROVED: APPRC)v pD BY Tfi f i�b" F fCtl Eugene A. Ulrich BY $ N© VICe%President Finance & Administration Thompson Consultants International � dJ IfT APPENDIX A SCOPE OF WORK I. Prepare financial analysis of Passenger Facility Charges (PFCs) and determine their impact on the financing of Phase 1B of the Terminal Development Program, airline rates and charges, and the terns and conditions of the Airline Use Agreement. A. Determine the total potential amount of PFC revenues available to the Airport for the period FY 1992 through FY 2002. B. Evaluate the financial feasibility of Phase 1B of the Terminal Development Program. 1. Determine the amount of incremental maintenance and operating expenses and non-airline revenues attributable to the expanded facilities. 2. Determine the project amount to be financed with airport revenue bonds and calculate annual debt service. 3. Calculate airline cost per enplaned passenger. C. Determine which capital projects under Phase 1B of the Terminal Development Program are eligible for PFC funding. D. Determine the provisions of the airline use agreement impacted by PFC legislation and recommend revisions/changes. E. Calculate airline rates and charges for the period FY 1992 through FY 2002 considering the impact of PFC funding, and financing of Phase 1B of the Terminal Development Program. II. Assist in the negotiations and redrafting of a new airline use agreement to provide for terms and conditions relating to the new Passenger Facility Charges (PFCs); and financing of Phase 1B of the Terminal Development Program. Major provisions of the airline use agreement which may require changes/revisions include: A. Term of Airline Use Agreement. B. Calculation of airline rates and charges. C. Airline review/approval of proposed capital projects. D. Majority-in interest provision. E. City and tenant improvements and maintenance. F. Financing of airport improvements/Phase 1B of Terminal Development Program. I11. Assist Airport Management in preparing financial documentation to be submitted to the Department of Transportation (DOT) for the approval of capital projects funded with PFCs. Documentation will be prepared in accordance with the format specified by DOT when applying for the; authority to impose a PFC and for the authority to use PFC revenue on a project. A. Prepare a financial plan to be presented to the airlines as required under the FAA's Part 158 Subpart B "Application and Approval." The financial plan will include: 1. The estimated allowable project costs allocated to major project elements; 2. The PFC level, the proposed charge effective date, the estimated charge expiration date; 3. The anticipated total amount of PFC revenue that will be used to finance the projects; and 4. The source and amount of other funds, if any, needed to finance the projects. B. Attend airline meetings to present and discuss the financial plan. IV. Provide general financial consulting services on a continuing as needed basis. Specific tasks will be determined by Airport Management. APPENDIX B PROTECT BUDGF,T AND SCHEDULE OF FEES I. Financial Analysis of Passenger Facility Charges (PFCs) - Time and expenses based on the Fee Schedule below, with an initial budget of $15,000. 11. Negotiations and Redrafting of a New Airport Use Agreement to Provide for Terms and Conditions Relating to the New Passenger Facility Charges (PFCs); and Financing of Phase 1B of the Terminal Development Program - Time and expenses based on the Fee Schedule below, with an initial budget of $15,000. III. Assisting Airport Management in Preparing Financial Documentation to be Submitted to the Department of Transportation (DOT) for the approval of Capital Projects Funded with PFCs - Time and expenses based on the Fee Schedule below, with an initial budget of $10,000. IV. Providing General Financial Consulting Services on a Continuing As Needed Basis - Time and expenses based on the Fee Schedule below, with an initial budget of $10,000. -_moo ! • fy IET Mr. Allen F. Smoot June 20, 1991 Page 3 State of On this the day of 1991, before me „� L.� ,�Cr'- County of �r_s / f -7 ' ,YF � thendersigned Notary Public, p�sonallyappeared ,;,�..t,4,. /personally known tome, proved to be o e basis of satisfactory evidence to be the person(s) who executed the within instrument as or on behalf of the corporation therein named and acknowledged to be that the corporation executed it. Witness my hand and official seal. Notary's Signature RICHARD W. GLOCII,"N FF (�i Otary public, State of New Yojj No. 4602026 Qualrfied in Wes hester Courl,: - 7erxoiresr „ !70y - Attachments cc: Arnold W. Thompson Keith A. Thompson Edward G. Blankenship Susan C. Luzar I o Thompson Consultants Int'1 (TCI •Airport Term Expan Consultants AGREEMENT: #2782 -- MO4514, 2-7-90 Thompson COnSu/tantS Internationa/ Airport Consultants-Facility Design, Financial-& Management Services December 13 , 1989 Mr. Allen F. Smoot Director of Aviation Palm Springs Regional Airport 3400 E. Tahquitz-McCallum way Palm Springs, California 92262 Subject: "Letter Agreement:" Airport Consultant Services Palm Springs Regional Airport Dear Mr Smoot: Thompson Consultants International (TCI) is pleased to provide airport consulting services; to the City of Palm Springs (City) for the Terminal Development Program at Palm Springs Regional Airport. Services to be provided are in accordance with the following terms which may be modified or extended by mutual agreement as required. I . The financial and concessions services to be provided will be directed by Ms. Susan C. Luzar, Senior Associate of TCI. Mr. Keith A. Thompson, Assistant Vice President, will be responsible for airport facility planning issues and developing a brochure explaining the new Terminal Development Program. Both Ms. Luzar and Mr. Thompson will be assisted by other TCI staff as required. II. The Scope of Services for the project are defined in Appendix A to this Letter Agreement. Generally these will include financial consulting services for the Airport Terminal Development Program. The services include the following seven work tasks: 1. Conducting a Market Research Survey to Identify Concession Specialty Shops for the Airport; 2 . Conducting a Financial Feasibility Study to Support the Sale of an Airport Bond Issue; 3 . Assisting Airport Management in Negotiations and Drafting of a New Concession Lease Agreement; 4 . Negotiations and Drafting of a New Airport Use Agreement; 5. Developing Request for Proposals for Specialty Shops and Hotel Desk; 8929 South Sepulveda Blvd., Suite 208 Los Angeles, California 90045 Cable: TCI CONSULT 213/417-3905 Telefax: 213/417-8069 New York Miami Washington Los Angeles London Oslo i Mr. Allen F. Smoot December 13 , 1989 Page Two 6. Developing an Airport Brochure Explaining the New Terminal Development Program; and 7. Providing General Financial Advisory Services on a Continuing As Needed Basis. III. TCI will participate in and assist with presentations to Airport Management, the City Council of Palm Springs, and the Airlines as directed. IV. All work performed in connection with this project is to be performed in strict confidence, unless otherwise directed by Airport Management. V. This project is expected to be completed over a twenty- four month period of time from Notice-To-Proceed. Individual work tasks will begin only at the direction of Airport Management, and may be terminated by Airport Management at any time, upon giving TCI seven days written notice. VI. An estimated fee schedule for services is included in Appendix B to this Letter Agreement. VII. TCI (Consultant) further agrees that: 1. The City, the Federal Aviation Administration, and the Comptroller General of the United States or any of their designated representatives shall have access to any book,, documents, papers and records of the Consultant for the purpose of making an audit examination, excerpts, and transcriptions; 2 . The Consultant has formulated, adopted, and actively maintains an affirmative action plan in compliance with Executive Order No. 11246 entitled, "Equal Employment Opportunity. " The Consultant does not Mr. Allen F. Smoot December 13 , 1989 Page Three discriminates on the basis of race, color, religion, creed, national origin, sex, or age. Goals and targets are specified in the affirmative action plan to assure its implementation; 3 . All services performed shall be in conformance with any and all applicable rules and regulations of the Federal Aviation Administration; 4 . Whereas, it is the policy of the Department of Transportation (DOT) that Minority Business Enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds, consequently, the MBE requirements of 49 CFR Part 23 apply to this contract. The Consultant shall agree to ensure that Minority Business Enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds. In this regard, all Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that Minority Business Enterprises have the maximum opportunity to compete for and perform contracts. Contractors shall nor discriminate on the basis of race, color, national origin or sex in the award and performance of DOT assisted contracts. If either the Contractor or Consultant fails to achieve DBE participation, it will be required to provide documentation demonstrating that it made good faith efforts in attempting to do so. VIII. The City and TCI mutually agree that: 1. The City and TCI each binds himself, his partners, successors, assigns, and legal representatives to the other party to this contract and the partners, successors, assigns and legal representatives of such Mr. Allen F. Smoot December 13, 1989 Page Four other party in respect of all covenants of this contract. Neither the City nor TCI shall assign, sublet, or transfer its interest in this contract without the written consent of the other; 2 . This contract may be terminated by either party upon seven (7) days written notice should either party fail substantially to perform in accordance with its terms through no fault of each other. It is also understood that any such violation or Breach of Contract is subject to legal remedies in addition to any contractual or administrative measures; 3 . All original work papers and analyses shall remain the property of TCI; however, the City will be provided one (1) set of all work papers and analyses prepared by TCI. With TCI ' s prior consent, the City may use those work papers and analyses in any manner it wishes, provided the City agrees to save and hold harmless for any liability resulting from such reuse, unless TCI ' ss services are engaged in the repeated project or projects; 4 . Reasons for which this agreement may be terminated for default :include, but are not limited to, inferior or uncompleted work by TCI, lack of diligence by either party, inability to meet specified time constraints by either party. 5. Reasons for which this agreement may be terminated because of circumstances beyond the control of TCI include, but are not limited to, non-availability of funds, or policy decisions to abandon or postpone the work indefinitely. IX. Hold Harmless TCI agrees to indemnify, defend and save City and its agents and employees harmless from any and all liability, claims, damages or injuries to any person, including injury to TCI 's employees and all claims which arise from or are connected with the negligent performance of or AF December 13, 1989 Mr. Allen F. Smoot - Page Five failure to perform the work or are caused or claim to be caused by the negligent acts or omissions of TCI, its agents or employees, and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claim arising from the sole negligence or willful misconduct of the City, its agents or employees . Parties hereto understand and agree that TCI is an independent Contractor and in no way an employee or servant of the City. TCI is very happy to have this opportunity to be of assistance for this most important assignment . if the terms of this Letter Agreement and the services outlines in Appendix_ A and fee schedule in Appendix B are acceptable, please so indicate by signing the copies provided and return one copy for our files. Kind regards, V ry truly yours f' ward Gar 1 n enship Senior Vic esident EGB:gb IN WITNESS WHEREOF, the parts have caused this Letter Agreement to be executed on 'thee day of "HIV 0 ATTEST: CITY OF PALM SPRINGS, CALIFORNIA ity Clerk 4,,�City Manager REVIEWED AND APPROVED: APPROVED AS TO FdPAI By: _ - Eugenfe A. Ulrich �Sr� } • tyAW(oey VP/,j nance & Administration C d Thompson Consultants International - — R M ry I-v C � a �U� 1 d LLB.. 4�w,C U II d.,„��:d��e'I Or I /77U _ '1 r 7J-d- `6R� tv Mr. Allen F. Smoot December 13 , 1989 Page Six P � ��a � State of �n��,tr.� ��� on this the F day of-� ' -- County of 1989, before me the undersigned Notary Public, personally appeared /.1�,,� z e_ personally known to me, proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument as '-i e'l.� or on behalf of the corporation therein named and acknowledged to me that the corporation executed it. Witness my hand and official seal. Nota yls Signature/ � V 141 Attachments cc: Arnold W. Thompson Frank C. Newton, Jr. Keith A. Thompson Edward G. Blankenship Susan C. Luzar APPENDIX A SCOPE OF SERVICES AIRPORT CONSULTANT SERVICES PALM SPRINGS REGIONAL AIRPORT The following Scope of Services has been developed to provide the Airport with an understanding of the approach that TCI will take in performing the requested airport consultant services. I. Conduct a Market Research Survey to Identify Concession Specialty Shops i!or the Airport The purpose of conducting a passenger survey is to determine the potential demand and consumer preference for specialty concessions. Survey results will also provide information regarding passenger characteristics by identifying average age, average disposable income, city of origination, purpose of visit, ultimate destination of passenger in the Palm Springs area, average length of stay, method of transportation to and from the Airport, arrival time at Airport prior to a departing flight, number of meeters and greeters, types of services and products a passenger desires at the Airport, and other pertinent passenger information. A second survey will be conducted of Palm Springs shops and boutiques and other airport specialty shop concessionaires, to determine the interest level in opening a shop at the Airport. The survey work will include the following work tasks. A. Develop survey forms. 1. The passenger survey will be developed to specifically identify the behavioral characteristics and buying habits of Palm Springs passengers. 2 . Survey of Palm Springs shops and boutiques and other airport specialty shop concessionaires. B. Determine sample size. C. Conduct survey during peak traffic months. D. Tabulate survey results, summarize findings and prepare findings report. 1 II. Conduct a Financial Feasibility Study to Support the Sale of an Airport Bond Issue Financial feasibility studies are performed to support the sale of airport bonds. The report generated from the study provides perspective bond purchasers with an independent appraisal of the airport's ability to generate adequate revenues to meet operating expenses and debt service on the bonds. The financial feasibility study will include the following tasks: A. An evaluation of the economic base for air transportation related to the Palm Springs area. 1. Identificati.on of size of the Airport's air service area. 2 . Review of planned area development programs which may impact the local economy and influence the development of air traffic. 3 . Analysis of the economic growth of the Palm Springs area as it interrelates with the development of air traffic. B. An evaluation of the quantity and quality of air service provided by the Airport. In this task an appraisal will be made of the air service provided at the Airport based on the following factors: 1. current air service patterns. 2 . Actual service and schedules provided. 3 . Actual air traffic development. 4 . Potential for new service. 5. Management's program for improving and expanding air service. 6. Additions or deletions to scheduled service that have occurred since deregulation and/or are related to the economic health of the airlines serving the Palm Springs area. 2 C. A review of historic air traffic statistics and development of a forecast of future air traffic growth. The elements of air traffic that will be reviewed include air passengers and aircraft operations (scheduled, commuters and general aviation) . TCI will use the air traffic forecast contained in the 1989 Airport Terminal Development Plan. It will be updated, as necessary, to reflect current air traffic statistics. D. A review of the Airport capital improvement program expected to be accomplished with the bonds to be issued. An examination will be made of the effect of the capital program on estimated future revenues and expenses. Project staging will also be examined to assure that the overall development program can be adequately funded from both revenues and capital sources. E. A review of historic and forecasts of future airport revenues and expenses. 1. The forecasts of future revenues will give consideration to the following: a. Review Airport earnings to date by source and type of user, such as air carrier fees and rentals, concession fees and charges, etc. b. Review existing leases and concession agreements. C. Review current schedule of rates and charges for Airport users, management leasing policies, and forecast air traffic volumes. 2 . The forecasts of future airport expenses will give consideration to the following: a. Review of Airport Operating and Maintenance, and Administrative Expenses. b. Review of wage and salary practices. C. Review of Management practices as related to staffing and purchasing outside services and supplies. d. Review existing facilities and the nature and extent of planned new facilities 3 F. A conclusion based on all the foregoing setting out an evaluation of the earnings capability of the Airport. Using the forecasts of future revenues and future expenses, a cash flow analysis indicating the net revenues available for debt financing of the Airport's improvement and expansion program will be conducted. The required revenue bond covenant tests will then be computed based on actual and estimated net revenues, debt service and reserve amounts. 4 III. Assist in Concession Air Lease Negotiations and Drafting of a New Concession Agreement TCI will assist Airport Management in negotiating a new concession lease agreement with Concession Air, with the objective of increasing concession fees; providing for DBE participation; consider issues related to the relocation of concession facilities; and determine the minimum amount of capital improvements concessionaire will be required to make as part of the Terminal Development Program. TCI will also assist Airport Manager in drafting a new concession agreement. IV. Assist in the Negotiations and Drafting of a New Airline Use Agreement TCI will assist Airport Management in negotiating and drafting a new Airport Use Agreement. The major provisions of the Agreement will consider the following at a minimum: A. Term of Airline Use Agreement. B. Residual versus compensatory, or a variation of one or the other. C. Rentals, fees and other charges. D. Financing of airport improvements. E. Definition of exclusive, preferential and common use space and gate assignments. F. City and tenant improvements and maintenance. G. Majority-in-Interest provision. H. Defaults and right of termination. I. Insurance and indemnities. J. Assignments and subleases. 5 V. Develop Request for Proposal Documents for Specialty Shops and Hotel Desk TCI will assist Airport Management in the implementation of the specialty shops and hotel desk concessions program. The individual tasks will include the following: A. Define/develop concessions leasing policies and selection procedures. The purpose of this task is to identify the Airport' s objectives for the concessions program, i.e. will proposals be: evaluated on the basis of highest bid, or concessionaires product line, pricing policies, capital improvements, and aesthetic qualities of the shop; determining the optimum lease term, for the benefit of the Airport and also the concessionaire, insuring a market rate of return on investment; and concession fee structure, i.e. minimum guarantee and percent of gross revenues. B. Identify the concessions bid/proposal process. C. Determine the content of the Request for Proposals documents, advertising mechanism for proposals, scope of proposals to be submitted, time allotted to prepare proposals, bid-deposit form, pre-proposal conference, and procedures for selecting proposals. D. Develop concession proposal selection criteria, financial evaluation model and rating forms. E. Assist Airport Management in the evaluation of proposals. F. Identify qualified DBE firms, as appropriate with Airport policy, to participate in the airport concessions program and insure compliance with FAA guidelines. G. Assist Airport Management in developing concession agreements. 6 VI. Develop Airport Brochure Explaining the New Terminal Development Program TCI will develop a four-color brochure which explains the development program. The brochure will be based on Gensler's preliminary design of the new terminal facilities. TCI will develop the contents and design of the brochure with Airport Management input and approval. Selection of the media, number to be printed, distribution and cost will be discussed and approved by Airport Management. VII. Provide General Financial Advisory Services on an As Needed Basis TCI will provide Financial Advisory Services on an as needed basis with regards to the terminal development financing program. Tasks included under this category are as follows: A. Assist in preparing Inducement Resolution, to insure that all costs associated with the Terminal Development Program, and incurred prior to bond issuance, may be reimbursed from bond proceeds. B. Assist in selecting Bond Counsel, Underwriter(s) and Underwriter's Counsel, if necessary. C. Provide advice regarding tax issues, insurance, interest rates and timing of issue - when to go to market. D. Assist in preparing Bond Indenture and Supplemental Ordinance. E. Attend Bond Underwriters and Rating Agency meetings on an as needed basis. 7 APPENDIX B SCHEDULE OF FEES The following Schedule of` Fees is for the Scope of Services described in Appendix A. I. Conduct a Market Research Survey to Identify Concession Specialty Shops for the Airport - $20, 000. II. Conduct a Financial Feasibility Study to Support the Sale of an Airport Bond Issue - $50, 000. III . Assist in Concession Lease Negotiations - Time and Expenses based on the Fee Schedule below, with an initial budget of $10, 000. IV. Assist in the Negotiations and Drafting of a New Airport Use Agreement - Time and Expenses based on the Fee Schedule below, with an initial budget of $15, 000. V. Develop Request for Proposals and Concession Procedures for the Selection and Evaluation of Specialty Shops and Hotel Desk - $20, 000. VI. Develop Airport Brochure Explaining the New Terminal Development Program - Time and Expenses based on the Fee Schedule below. VII. Provide General Financial Advisory Services on an As Needed Basis - Time and Expenses based on the Fee Schedule below, with an initial budget of $10, 000. 8 THOMPSON CONSULTANTS INTERNATIONAL HOURLY FEES Thompson, A. $200 Newton, F. $150 Blankenship, E.G. $150 Thompson, K. $110 Sigismondi, A. $110 Luzar, S. $ 95 Berentes, A. $ 95 Technical Support $ 50 In addition to the hourly rates stated above, reimbursables will be billed at direct cost plus 10% for processing. Reimbursables cover printing, reproduction, long distance telephone, FAX, Express Mail service, travel between Los Angeles and Palm Springs, and overnight accommodations and subsistence which may be required in connection with the Project. TCI invoices on or about the first of each month and payments are due net upon receipt. 9