The URL can be used to link to this page

Home My WebLink Aboutbocc.con.amended.110.2018 D-12017-11-13 btf Contract Information Contract Number Project Name Contractor Budget Line Item 404.67.00000.82000 Procurement Method: Type: Contract Start Date Contract End Date Contract Type Retainage If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form. Contact Information: Department County Representative Chris Padilla County Representative Phone (970) 429-1888 Provide a brief description of the contract: Contract Value Summary: $ 95,000.00 $ - $ - $ 95,000.00 NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage Airport Assist with the development of the Airline Lease and Use Agreement, along with negotiation services. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount New Contract Total No Airline Lease and Use Agreement Negotiation Services Ricondo & Associates, Inc. $ 95,000.00 Additional Budget Line Item(s) (Please fully allocate New Contract Total) $ - $ 95,000.00 Formal Services/Maintenance 4/15/2019 6/1/2020 Task Order 110.2018 D -1 Pitkin County Procurement Cover Sheet Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement Master Service Agreement #: 110.2018 Rev: 2018-01-17 btf 1 TASK ORDER Task Order/Project Name: AIRLINE LEASE AND USE AGREEMENT NEGOTIATION SERVICES Task Order Number: D – 1 Task Order Budget Line Item: 404.67.00000.82000 CONTRACTOR: Ricondo & Associates, Inc. Mr. Joseph Huy, C.M. 1917 Palomar Oaks Way, Suite 350 Carlsbad, CA 92008 Phone: (760) 444-0111 OWNER: Pitkin County Mr. Chris Padilla – Airport 0233 E. Airport Road – Suite A Aspen, CO 81611 Phone: (970)-429-1888 Chris.padilla@aspenairport.com jhuy@ricondo.com PROJECT NAME: AIRLINE LEASE AND USE AGREEMENT NEGOTIATION SERVICES START DATE: April 15, 2019 END DATE: June 1, 2020 The Financial Consulting Services Master Services Agreement (the “Agreement”) dated October 1, 2018 between the Board of County Commissioners of Pitkin County (the “Owner”) and Ricondo & Associates, Inc., 20 N. Clark Street Suite 1500, Chicago, IL 60602 (the “Contractor”), shall include the following services. 1.Contractor’s Obligations. The Contractor shall assist with the development of Amendment #1 to the Owner’s Existing Airline Lease and Use Agreement (existing Agreement) and provide airline lease negotiation services associated with a new Airline Lease and Use Agreement (new Agreement) for the Aspen-Pitkin County Airport (the Airport). The Contractor shall provide the following scope of work: a.Develop Amendment #1 to the Owner’s Existing Airline Lease and Use Agreement (Amendment #1) The Owner’s existing Agreement expires on August 1, 2019. In addition, the Owner is evaluating a project to expand the overall airline leased area of its existing terminal building. The Contractor will develop a draft version of Amendment #1 to the Owner’s existing Agreement to adjust the termination date to a point in time acceptable to both the Owner and the airlines serving the Airport. Amendment #1 to the existing Agreement will also incorporate changes to the amount of space leased by the airlines on a shared use basis. The Contractor shall provide a draft version of Amendment #1 for Owner review based upon these two (2) changes. Upon receipt of comments on the initial draft of Amendment #1 and updated space documentation from the Owner, the Contractor shall prepare executable documents. The Contractor will assist the Owner with execution of Amendment #1 Master Service Agreement #: 110.2018 Rev: 2018-01-17 btf 2 through distribution of documents to the airlines and tracking the status of airline review and approvals. This task will require one on-site meeting with the Owner, Contractor, and airlines to finalize expanded airline shared space and terms for its use and occupancy. b. Establish Project Goals and Objectives for new Agreement During the on-site meeting associated with Task 1.a. above, the Contractor will confirm with the Owner its financial and operating goals and objectives for its new Agreement. This discussion will include financial and operating challenges anticipated at the Airport; the necessary legal framework for the new Agreement; the Term of the new Agreement; internal financial targets; control over future capital (i.e., majority-in-interest [MII] clauses); and operating goals (control of gates, treatment of affiliate airlines, Owner versus tenant responsibility for maintenance and operations, desired flexibility of facilities, etc.). Once defined, the goals and objectives are to be prioritized identifying the perceived amount of leverage the Owner will have in the negotiation process. Upon identification of the Owner’s key goals, the Contractor will work with the Owner to develop a negotiating strategy that will help achieve the identified goals and objectives. c. Prepare Documentation for Airline Negotiations The Contractor will prepare a summary document defining the key terms of the business deal for the Owner’s new Agreement including the Owner’s preferred airline rates and charges methodology (determined under a separate Owner Task Order with the Contractor), underlying assumptions, and rate/cost per enplaned (CPE) projections for the desired term of the Owner’s new Agreement. The Contractor will review this document with the Owner by conference call. d. Conduct Initial Airline Meeting The Contractor will work with the Owner to coordinate, plan, and conduct an initial on-site airline negotiation meeting. The purpose of this meeting will be to convey the Owner’s goals, objectives, and business case as established in sub-tasks 1.b. and 1.c. In addition, a negotiating schedule, including dates and times for subsequent conference calls, will be established and target dates for delivery of the initial draft of the new Agreement will be identified. e. Prepare for and Participate in Airline Conference Call Negotiation Meetings The Contractor will work in conjunction with the Owner and airlines to conduct six (6) conference call negotiation meetings by preparing and distributing meeting agendas and materials in advance of each call and facilitating all conference call meetings. Following each conference call meeting, the Contractor will prepare documentation describing follow-up action items to be completed by the Owner and/or airlines prior to the next conference call. f. Review Legal Provisions for New Agreement The Contractor will work in conjunction with the Owner’s legal counsel to prepare legal provisions for the new Agreement, review airline feedback on these provisions, and coordinate the incorporation or revisions to these provisions with Owner’s legal counsel. It will be the responsibility of the Owner’s legal counsel to approve the language to be presented to the airlines. The Contractor will review these provisions with the Owner by conference call. g. Revise/Refine Airline Agreement After the airlines have reviewed and generally accepted the proposed business deal, the Owner will begin to negotiate the actual legal document. By this point, the business terms will have already been negotiated, and the airlines will provide feedback from their review of the boiler-plate articles. The Master Service Agreement #: 110.2018 Rev: 2018-01-17 btf 3 negotiated business deal will be incorporated into the Agreement. The number of drafts, as well as the number of meetings required to negotiate the Agreement can vary depending on the changes the Owner wishes to implement and the receptiveness of the airlines. The Contractor will follow up with proposed revisions to the documents and exhibits. For purposes of this scope of work, the Contractor is assuming preparation of four versions of the new Agreement (original draft and 3 subsequent versions including executable copies). h. Facilitate Execution of Airline Agreement The Contractor will assist the Owner in preparing the final document, including exhibits (to be provided by the Owner), and help facilitate execution of the final new Agreement. Execution by the airline legal departments can often take considerable time and varies by airline. The Owner should allow a minimum of 3 months for final airline execution of the new Agreement. i. Additional Meetings & Conference Calls This scope of work assumes participation by the Contractor in six (6) conference call meetings and two (2) on-site meetings. This sub-task provides for the Contractor’s participation in two (2) additional on-site and three (3) additional conference call negotiation meetings in the event they become necessary. 2. Compensation and Expenses, Invoicing, Payment and Offset. The Owner shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Attachment A of this Task Order. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of Ninety-Five Thousand dollars and no cents ($95,000) for all services rendered. By Task Order or Task Order Amendment, the Owner and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the Owner may be offset by any amount the Contractor owes the Owner for any reason. Any invoices not sent in the following manner may have payment delayed. All invoices for this Task Order shall reference Task Order D-1 and Airline Lease and Use Agreement Negotiation Services shall be sent electronically in PDF format to jennifer.mitchley@aspenairport.com. 3. Pitkin County’s Obligations. Pitkin County shall administer this Task Order through a County Representative. Chris Padilla, Airport Controller, will manage the project as the County’s Representative. The services provided and products delivered by the Contractor under this contract will be subject to review by the County’s Representatives, or a designee, for compliance with Contractor’s obligations prior to final payment. 4. Formation of Task Order. This Task Order is issued in accordance with the provisions of the Agreement. Contractor agrees to provide services subject to the terms of this Task Order and for the avoidance of doubt this Task Order consists of the terms set out in the Agreement. In all other respects the Agreement is in full force and effect and remains unchanged by this Task Order. Master Service Agreement #: 110.2018 Rev: 2018-01-17 btf 4 RICONDO & ASSOCIATES, INC. ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: ________________________________________________ !#DEPARTMENT REPRESENTATIVE#!Date ________________________________________________ Date COUNTY MANAGER: ________________________________________________ !#COUNTY MANAGER#! Date Senior Vice President May-01-2019 Joseph A. Huy Airport Controller May-01-2019 Chris Padilla May-01-2019 John Kinney Airport Director Jon Peacock May-08-2019 County Manager