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HomeMy WebLinkAbout1986-12-08 87-29 ORDER8I-29 Introduced by Councilor By , December 8, 1956 CITY OF BANGOR (TITLE.) (Orb Co . Authorizing,, Execution of Consulting and Marketing.. Services Contract with Airmark. Inc. By CUV CounoU ofdw City ofBanpm. ORDERED, - - THAT the City Manager is hereby authorized and directed on behalf of the City of Bangor to execute a contract with Airmark, Inc., a copy of which is on file in the office of the City Clerk, providing for consulting and marketing services at Bangor International Airport. The term of the contract is for one year ending on December 31, 1987, and shall be for the net amount of $6],]82..0a. In City Council December 6,1966 Amended and Passed Amrded by Changing the N $6],]82.00 to $10,155 11y Clerk 11 89 X29 ORDER Title, Antborixinj E eention of Consulting .................................. 4... end Marketing Services Conteact With ...................................... AirMark Int. Introduced and filed by d Ir' OEO 4 1986 Y MY Oft //ro /M CCNSUL'III.G NiO ttWNCIING Sfl1VlCFS RN@MT AGREEM IT M& aN enter l into the ___ aay of Leomeer 1985, at Favor, Maine, Ey aM Intueen the MY OF sWGCYI, a Raine nun;eipafity Iceman In Fenmscct County, that¢ of Haire (final, feove the "City"1,and Aleewex, INC., of mryor, mnM.eto[ County. Stam of wine meter, fennel the 'Cmwltant'1. W Tx ass 9T x: wXF.MAS, the dnaultant has expertise ant Sub9tant:al excermnm in the hk.glmas of des"LiC ant tnter,atianal gmwq ant mWI,y wtvices as "'O'COM by ,inures ant as prowCM by airgrtsr ant MIFF ' the City :a tnteresme :n eecurim the setvices of the Consultant rn ¢umctlm vrth the C'ty's of or g to ce"Ifft the INyor Inmrwthenal A:Sport Therein ten:W 'BIA'I, as a avCallei CATRWy fc, mrernatio':al alt-trafflc ant also in mnrcetwn eith rhe City's offhrm to lavelcp a sacallso'Free Trade OOM at RIA, ant WHEREAS, the City ant fee fmwltant moo apreM Uper: the terms, m:lettms ant cool=nsatim knew ant pursuant to which the City will mnt,mt with the CgrejItam for such m tees as an indemn ent contractor 11th the City, aN no me desire ant :nteM to set mrth hemi, the full, sole am exclmioe tains of their Nomas ,L 1{W. IMFI+EFOeE, rn Congideratiel of the, forryo:y recitals, ant of the payment, to M made Mre,mer of the City to the Cwseltant, and of the undertakings an larfonnanms to he mMa ant muf0emal hermoder by the Consultant' ant for other valuabla ttms1mratlw, the City ant the Consultant ou hemby mvonant and alree as mllws: 1. SFAV164. Me COeSlItnt shall perform an renter the follwirg mrvfrttms am marketing service, to ant for CM benefit of the City luring Che tantlnmeinn of mag Aoreenrent, as an i'mmOdent mnvacmr lith CM City, ant for the colo and e,clusive use ant mmfl( of the City, namely: pal Consultant shall assist designated nmfgra of [M City's mwiclpal arl,mistratiw, aha esignattl officials of the BIA, In their effort, to isw,1W BA as a so-called -Catevay Airportfmonaa rnatil aha [ satlan r s traffic aha So uplatly a marhethq p[om 3rafor r freight m oM pcwlbed a INWor effortoral Airport am in tiry i ted tof the City W develop aCrash area It In aslitim, the CContent "It Tender assistance to the City, anti it Oesfgnaten officials, in the do,e C:T r t of the City', international IMustrlal mafketirg prtgcmn, am In the t"I'I'g of staff personnel In [M arey of sales aha marka[i, arq at adliSirg the BEA mangnnent as to appropriate fae structures aha cmtrac[ual toerelating to g elm remllhp seri,,,, aha Other rmtrwtual reryaments am M ithm all of the b,osoLq areas of II, respan2lbllity, Ibl ttw Consultant shall, to the extent sceclfically authorized bC management officials It BIA, ac ening aha Sales Hepresenta[ive for the City, and as a nventiamr, Of contracts, it fly the intent of the pasties that the Consultant act an, battles arElse clistOnarts of BIA es shall as assist indevelopi g . The Consultant shall prwlde enaieaee tpacmntel It , lith sieelfle ns and Militia, both Iranian aha 11th respect to all the fofgroirq fineultwt shall propose periodic Mfists an his activities, aha at least monthly eMll MassmmeMa[lms [ IncIncisorIio maft,f,ent raHe Shall also prepare Each special regrts as MY on reguested of file free Time to time by neSignatll officials of the Caty/BIA. Iced The Consultant Will ,Mar all of his "'salting aha adoisory services Lester the genial svpetvislm of the Africa[ forever of BIA, aha the Bmmaele Inveloprent Olrector of the City, Its Consultant shall no[ urdsctake specific mazke[SW erp/or najo[iatiN pm}ec[s vtthin the to[poly ata othe.1. except With the prior approval of either the Airport reneger of the G'cub, Covelopzn[ Director of au[City, Car 'halt be entitled Co fely up WMrization received free either of ostia Officials, unlem otiemise aNlsp in Contin . t, I fEFN[fNf C]irPACNR. In the reMerirg of the consulting eetvipn prwidaE tot atwe, Encluairg, Without IMita[ion, '-cell 1 'notation semoos, aha negotiating Macaws, the Consultant shall at all thma act eithin the limitations of this AECMaent Be shall na hold himself out to Is an eepleyee of the City, " shall Be at all lines an Independent contractor 1101 are City. Mile he shall rot be required to account Earn his [Lm on an i"'Ay ur daily basis, it rs Intenstrsd aha a3rem that the Consultant shall, d,,iw tK tarn at this Nauseant, favors a rejo"ta, of his cure to pro+hdhy earn eatv.caa. Further, it is understood ttat tisk Consultant mall art umectake any additional consulting or ativisory setviwa for any Other Client In my X,1111 m conflict With the µrtpnea and Objet .vas of this 1prament, or With the interests Of the City aN/or CIA here ser, except With the express prior Written consent of the City. to the event LM Cmsultant, or Can ZINOW r IMlvidually, pursues other aaillt"S or enteryriaea rot m1nmplated hormax r at the Airport or b/ ugly Airport facilities, such activities or ante III ri ea shell a morkelsetl only if the Cereultan4 or anda ZWealaar, first makes suitable oumm,m s With the City by sagmfe, contract or ty aroMnerr to this Mire Ment. Por the purposes of this Section the part its ackno,ledae the existence on the data of this contract Inc following agreements relating to activities of F,nwrk, Inc, and/or C'-0 Zielaloar at the nirpert: (1) "farm Jet Fuel Storace and MarOesiry agrox nt dated January 1, 1981, M[Wmn the City of Cmgor and Bab W. Ziojelaap Ibl -Services Contracts debet dagust 1, 1988 between Fannin Corporation and Alrmssk, Inc. In addition to the bascrobil, the Consultant, mayor, SM Zie elaar, shall Mve the inn-axcluaive right and privilege fcaX tido to tome to Varvide EMepenint Congo brokerage services tot Surface or fim¢ wishing to ship tango through Senate Intematimal Airport Exon of such mipren e, still be provided at the role expense and risk of the Consultant, add mall not mnfllct with the Consultant's Wligatirn ti) the City antler this contract. 1. FEES. 'Ihe Consultant shall he mnSureated for all ne.vlcea to be ,wonderful hereunder On an annual Weis of Sixty-eevm iMustM Seven HUMred Cighty-tw Dollars (867,7B2.08) for the Mcatim of this contract, and to M paid in equal acnthly installments of Five Tpusand Six Handfed fort) 'fight Dollars aN Fifty Cents I85. MS) each, agiming January 1, 1987. With a like passant to a due m the amuse day of each years thereafter. It is uMecstvtl that the Consultant shall M solely and exclusively ^ftartsihio for all expanses incurred by his, including, Without limitation, travel, moala, hotels and mmIt",amt. It is further greed that expenses Mich are not directly related to the senses to M renderM hereunder, ireludiy, Without limitation, printing, advertising ane Welicuy, exce,ues, aha/or travel excenaes for other officials of the City anchor BU, snail rent be the res( i0llity of the CWaultant, Our 'hall the same Ea taken Into mn'idIratwn with respect to any valwtim of "none incurred by the cmwaant. a. OFFICE MlLrflEh. Aa a part of tie consideration of this yl""It, the Coree,in,t soca', W Owers aha staff an office to be prwieed fou has and his ',rastanal staff by the City at BIA. the City shall provide a telepMne fantasia, Intl ran Consultant shall have access to the vicel3M SCIA 'Invite malntalred by the Airport Wpertment, All exWn'as Ineucree aha Ouwsaazy, tot the staffing of wen office, takether with all travel, ,reals, ,,tel ask entemaiment expenses shall W the Sale and exclu,ive responsibility If the Consultant in preiding the services conemplatel hereuNec. It is agrees batween the parties that exRnsas dnmrced by the Consultant aha specifically Approved by the Airport Manager, which are Int directly related to the service, to to reMecee Mreu,dec, including, without 1,,intim, printing, advettisly aha W ilicity exfen,e, author travel express for other officials As the City Intl/oc BIN shall rot on the Mini of the Consultant. 5 'Ba tem this is innocent shall Issuance an January 1, 1907 She shall expre on mremhar al, 1987. 6. TEMINATICN BY CITY. Mrs Alreemant any b' [aminated by the City, ulyr, thirty 1301 days' advance written notice to the Conwltant, in the event that hal The Gnwltant Mall fail or refuse to perform the mnwltiry, aarketiy and axvieory Services pmarded for MreuMwhue ee: prided, rtver, that SO each failure Shall be declared hry in City hereuMer without first giving the fd,witant written of the afeafffe details an Outsidegroue otcables any such alleged failure, AM a ""ohnable dpiraRunity W erre ase, enc hW In the Once the Consultant Shall engage in or Italian in conflict wjr, the mi'rosevo[e[he City ariaing aur of the Conwltmt's ohldoatdms and ,rem k Wg, haircutter; or ech In She event the Consultant aha 11 wu(olly dineJaN any express written Interaction, authocintion or prohIDitim given W him by the City, ori RIA, or shall W convicted of any crime involving octal turpitude; or him In the event of &t Sipalaar's death or total disability. lNTION By RWSutrA^R. 'Eb(¢ Agreement cosy he terminated by the Cmwltent, loan LM giving of thirty 1301 days' written notice, in the event that the City, for any "gre"I Shall fail to pcm@Lly mast arty M its financial mligations to the CS,mItmt hereunder. In the event of my tatm(natim, Ihmm' Umar this paragraph or mms, LM prwisicn¢ of Ponograph 6 acme, the Comitant Shall M mtitlad to he paid in tull to hire date of ,on t1,,1A,tzon, with any final venthly paya.¢nt aazb to the Gwultant and the etfeatim date of Onto teminatim. up¢n any ¢von lamination, the Consultant Shall deliver to the City all of his film am other data, excepting only personal mcce¢psMe:ce film, milatIN M MY Pra]ects with respect to Whlcn' M Mall have heel iwarod mmuster, end shall rot tmodeter, krwitgly utilize am of such integration or data in any manret detcLrenial to the "teres[, of the City and/or Ste. tl. AiIlCdaff , This Agreement has man made and mtead into by am between the City sm Aitmark, IM., a corpicatim. It is mmml and understood that red shapeless, President of Ailment, lnc., will pucamally tender the se"ims, cegired hereunder, unless otM[WLse appcwty by the Airport Manager and Erwpalc DevalOtmOnt, Director. It is further spread that this contract may not Ee assig:m to my third Parry witMvt the prior expressed written consent Of the Clty, 'EM Comltm[ will at all time m She majority shareholder and chief emcutim officer M Ainiack, Inc. 9 PLIC LAW: pTTpL, This Pgmm mt, has Men ma@ and entered law and Mall be mnstcuM mom, the laws of the state of Moire. Thin Consultant may at ell tdam uwmlusimly rely upon the aut)ntlty of the mmen Eton than to time dasfgnated as She Airport gamier at SIA, with respect to all msttete, "stnctlms and authorizatfma rdmirm MmuMet. 10. W[ICCS. meted' to Me City t,mihy for in this Igceanmt rshall M sufficlent if sent by rnc(st"m or mrtlfmi mall. return receipt temster, ystpe pre -pod, to. Alomr: Many,,, City of Be:¢q transit City Bail, 73 Marlow street, Pvrgoe Maim, 04404 and noting' to the fbnMltant to be went by registered or horrifies nail, mint, receipt requested, patrols pre. field, to. arrmark, Inc., 387 Godfrey Bculevard, Bangor, aides, 044011 or W turn other retractive addresses as the practice may designate to each otter in writing from time to time. 11. NPIPo441VE MP1W. Ta Cbreultant, in the exercise of the nights granted to his Main, snall not an the gawMs of sax, cele, calor, ager himicaP or,,,t... al origin, or in any other hearer prohibited) Ey law, disecimdrate or Womit discrimination against airy person or adman of posors in any honest. if requires by Federal statute or modulation, the camultant 155urm that he will undecteke an affireative action progam se mquirei under 14 CFR, Part 153, Sub -parr B, to insure that an person shall on the gmuMs of race, creed, color, national origin no cox, or excludes Eons participating in any earl melt activities covered in la CFR, Por 153, SUPpert E. Me Consultant ..aurae that no peracre shall re excludo] an these gamic' trap parriclpatlrg in or recerviy the services oc cereEEts of any pcogran oc activity covered W this Sub -part. Toa Cmwltner sailors that he will require that his codandi sub-oryaniaatlons, if any, pro nraY assurances to the Consultant that they aMilarly will memalke affimative action pay Eau W that they x111 tequ4e eminences Eros their sur organiraticns, as say he tquir i by li an, Part 152, Sub -POI C. to CM mass effect, IN WITIMM yi6p6F, the parties hamto have executed this Agreement at nation, maim, an the day and year first some stated. signal, scaled can ffellveted In the Presents of CITY W IANWR By .1 n N Plod crisis, City Manager 8]-09 CcIsS=ING AND M-0.9 IMG SERVICES Cg118MT AGREEN mean and entered into the day of December 1906, at Bangor, Maine, by and between the CITY OF BANQ)R, a Maine municipality located in Penobscot County, State of Maine (herein ten d the "City"),anA AlaM , INC., of Bangor, Penobsoct County, State of Maine (herein teamed! the "Consultant"). WITNESSETH: WHEREAS, the Consultant has expertise and substantial experience in the business of domestic and internstiorel grouN and handling services as conducted by airlines " as prChoted by airports; and WHEREAS, the City is interested in securing the services of the Consultant in connection with the City's efforts to develop the Bangor International Airport (herein termed "BW), as a so-called GA15ylAy for international air-traffic aM also in connection with the City's efforts to develop a so-called "Free Trade tore" at BIH; andj WHEREAS, the City and the Consultant have agreed upon the teems, Coalitions and csapensation under and pursuant to which the City will contract with the Consultant for such services as an independent contractor with the City, and do now desire and intend to set forth herein the full, sole and exclusive terms of their agreement, NOW, THEREFCIRE, in consideration of the foregoing recitals, aM of the payments to be made hereunder by the City to the Consultant, and of the undertakings and performances to be made and carton N hereunder by the Consultant, and for Other valuable considerations, the City and the Consultant do hereby covenant and agree as follows; 1. SERVICES, the Consultant shall perform and realer the following conditions and marketing services to and for the berefit of the City during the continuation of this Agreement, as an independent contractor with the City, and for the sole and exclusive use and benefit of the City, namely: (a) Consultant shall assist designated members of the City's municipal atninistration, and designated officials of tine BIA, in their effects to develop BIA as a called "Gateway Airport" for international add transatlantic ss traffic and in updating a marketing program for r freight services to ho provided at Bangor International Airport, and i assisting in the efforts of the City to develoa "Free Trade Zone" -at BSA. In addition, the Consultant shall render assistance to the City, and its designated] officials, in the development of the City's international iroustrial marketing program, and in the training of staff personnel at BIA in the areas of sales add marketing, and n advising the BIA management as to appropriate - fee structures and contractual terms relating to ground handling services, and other contractual arrangements and terms within all of the foregoing areas of his responsibility. (b) The Consultant shall, to the extent specifically authorized by management officials at BIA, act as a Marketing and Sales Representative for the City, and as a negotiator of contracts, it being the intent of the patties that the Consultant act to service existing Custoaet5 of BIA as well as assist in developing naw denseness. the Consultant shall provide management personnel at BTA with specific recomendations and advice, both written and verbal, with respect to all the foregoing areas. Consultant shall prepare periodic reports m his activities, arca at least monthly shall make remimendations to the Airport management. He shall also prepare such special reports as may he requested of him from time to time by designated officials of the City/BIA. (C) no Consultant will render all of his consulting and advisory, services under the general supervision of the Airport Manager of BIA, and the BCCIxIDic Development Director of the City. The Consultant shall not: undertake specific marketing and/or negotiating projects within the foregoing areas or otherwise except with the prior approval of either the Airport Manager or the Romanic �elopnent Director of the City, but shall be entitled to rely upon authorization received from either of such officials, unless otherwise advised in writing. 2. INDRRINND RNTTACMR. In the rendering of the consulting services provided for above, including, witHwt limitation, so-called marketing services, and negotiating services, the Consultant shall at all times set within the limitations of this Agreement. He shall not held himself out to be an employee of the City, and shall be at all times an independent contractor with the City. Wile he shall hall be required to account for his time on an • hourly or daily basis, it isunaerstocd and agreed that the Consultant shall, during the term of this Agreement, devote a majority of his time to providing such services. Purther, it is underseooi that the Consultant shall not undertake any additional consulting or advisory services for any other client in any manner in conflict with the purposes and objectives of this Agreement, or with the interests of the City and/or BIA hereunder, except with the express prior written cbmsent of the City. In the event the Consultant, or Bob Zie:Jelaar individually, pursues other activities or enterprises not contemplated hereunder at the Airport or by using Airport facilities, such activities or enterprises shall be authorized only if the Consultant, or Bob Ziegelaar, first makes suitable arrangements with tae City by separate contract or by amendment to this Agreement. For the purposes of this Sectim the parties acknowledge the existence on the date of this contract the following Agreements relating to activities of Airmark, Inc. and/or Bob Ziegelaar at the Airport: (a) "Turbo Jet Fuel Storage and Marketing Agreement", dated January 1, 1901, between the City of Singer and Bob W. Ziegelaar. (b) 'Services Contract", dated soccer 1, 1983 between Banair Corporation and Airmark, Inc. In addition to tde foregoing, the Consultant, and/or Bob Ziegelaar, shall have the non-exclusive right and privilege from ting to time to provide independent cargo brokerage services for parsons or firms wishing to ship cargo through Bangor International Airport. Each of such shipments shall be provided at the sole expense and risk of the Consultant, and shall not conflict with the Consultant's obligation to the City under this contract. 3. FEES. the Consultant shall be canpensated for all services to be rendered hereunder on an annual basis of Sixty-seven Thousand Seven Hundred Eighty-two Dollars ($67,781.00) for the duration of this contract, and to be paid in equal monthly installments of Five lbousand Six Hundred Forty-eight Dollars and Fifty Cents ($5,668.50) each, beginning January 1, 1987, with a like payment to be due on the some day of each month thereafter. It is understood that the Consultant shall be solely and exclusively responsible for all expenses incurred by him, including, witnout limitation, travel, meals, hotels and entertairment. It is further agreed that expenses which are not directly related to the services to be rendered hereunder, including, without limitation, printing, advertising and publicity expenses, and/or travel expenses for other officials of the City and/or BIA, shall not be the responsibility of the Consultant, nor shall the same be taken into consideration with respect to any valuation of expenses incurred by the Consultant. 4. OFFICE FACILMES. AS a part of the consideration of this Agreenent, the Consultant agrees to operate and staff an office to he provided for him and his secretarial staff by the City at BL4. The City shall provide a telephone extension and the Consultant shall have access t0 the so-called SITA service maintained by the Airport Department. All expenses incurred and necessary for the staffing of such office, togetMr with all travel, meals, hotel and entertainment expenses shall to the sole and exclusive responsibility Of the Consultant in providing the services conteplated hereunder. It is agreed between the parties that expenses incurred by the Consultant and specifically approved by the Airport Manager, which are rot directly related to the services to be rendered hereunder, including, without limitation, printing, advertising and publicity expenses and/or travel expenses for other officials to the City and/or SIA shall not be the responsibility of the Consultant. 5. TERM. The tern of this Agreement shall Crnmence on January 1, 1967 and shall expire on Decanter 31, 1987. 6. TERMINATION BY CITY. This Agreement may to termi:wted by the City, upon thirty (3U) days' advance written notice to the Consultant, in the event that: (a) the Consultant shall fail or refuse to perform the consulting, marketing and advisory services provided for hereunder; provided, however, that an such failure shall be declared by the City hereunder without first giving the Consultant written notice of the specific details and grounds of any such alleged failure, and a reasonable Opportunity to cure sane; or (b) In the event the Consultant shall engage in any activities or business in conflict with the interest of the City arising out of the Consultant's obligations and undertakings hereunder: or (C) In the event the Consultant shall wilfully disregard any express written instruction, authorization or prohibition given to him by the City, Or by BIA, or shall he convicted of any criae involving moral turpitude; or (d) In the event of Bob Ziegelaar's death or total disability. ]. TSMMINAUOM By �TSwf. '£his Pgrearent My be tern,inated by the Consultant, upon the giving of thirty (30) days' written notice, in the event that the City, for any reason, shall fail to pronptly meet any of its financial obligations to the Consultant hereunder. In the event of any termination, whether under this paragraph or under the provisions of Paragraph 6 above, the Consultant shall he entitled to be paid in full to the data of such termination, with any final atnthly payment made to the Consultant and the effective date of such termination. Upon any such termination, the Consultant shall deliver to the City all of his files ane other data, excepting only personal correspondence files, relating to any projects with respect to which he shall have been involved hereunder, ard shall not thereafter km»ringly utilize any of such inforation or data in any maturer detrimental to the interests of the City sed/Or BA. 0. ASSICidNBrf. this Agresant has been made and entered into by and between the City and Airnark, Inc., a corporation. It is agreed and Understood that Bub Ziegelaar, President of Air u:k, Inc., will personally rerder the services required hereunder, unless otherwise approved by the Airport Mareger and Ecomnic Development Director. It is further agreed that this contract may not be assigned to any third party without the prior expressed written consent Of the City. the Consultant will at all times be the majority shareholder and chief executive officer Of Airmark, Inc. 9. APPLICABLE LAW: NNRtOL. This Agreement has been made and entered into and shall be Construed under the laws of the state of Maim. The Consultant may at all tiaes conclusively rely upon the auttrority of the person from time to time designated as the Airport Manager at MIA, with respect to all matters, instructions and authorizations required hereunder. lU. NDTIM- Notices ro the city provided for in this Agreement shall be sufficient if sent by registered or certified mail, return receipt requested, postage pre -paid, to: Airport Manager, City Of Bangor, Samar City Mall, 73 Harlow Street, Bangor, Maine, 04401; and notices to the Consultant to be sent by registered or certified mail, return receipt requested, postale pre- paid, to: Aimark. Inc., 287 Godfrey Boulevard, Bangor, Maine, 04401; or to such other respective addresses as the parties may designate to each other in writing Irma time to time. 11. AFFI@dAT1yE ACPION. Its, Consultant, to the exercise of the rights granted to him herein, shall not on the grounds of ass, rare, color, ase, handicap or national origin, or in any other tamer prohibited by law, discrhninate or permit discrimination against any person or group of persona in any termer. If required by Pederal statute or regulation, the Consultant assures that he will undertake an affirmative action progran as required under 14 CFR, Part 152, B part E, to insure that no person shall on the grounds of race, creed, rotor, national origin or sex, be excluded firm participating in any eghloyment activities covered in 14 CFR, Part 152, Wt -part E. 'Phe Cansultant assures that no persona shall be excluded on these grounds frau participating in or receiving the services or benefits of any prcgran or activity covered by this Sub -..part. The Consultant assures that he will require that his covered sub-organizatiow, ifany, provide assurances to the Consultant that they similarly will undertake affimative action pr grans and that they will require assurances from their sub»iganizations, as may be required by 14 CPR, Part 152, Subpart E, to the same effect. IN W1TNFc3S NHEPDJF, the parties hereto have executed this Agreement at Bangor, Maim, on the day and year first move stated. Signed, Sealed and Delivered in the Presence of CITY OF BANGOR BY Jon W. Plym, its City Manager �W. 2iieegelaar