Contract No. ____ (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement ("Contract"), entered into this -~?f..f_ __ day of _;jpfA.f ___ , 2015 ("Execution Date"), by and between the CITY OF SANTA MONICA, a municipal cor;;;Jtion ("City"), and VECTOR AIRPORT SYSTEMS (also referred to herein as "Vector") is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. VECTORAIRPORT SYSTEMS is qualified to do business, and is doing business, in the State of California. VECTOR AIRPORT SYSTEMS represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.
C. The City and VECTOR AIRPORT SYSTEMS desire to enter into an agreement for the VECTOR AIRPORT SYSTEMS to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
Term.
1. This Agreement begins on the Execution Date and terminates on June 30, 2018, unless sooner terminated in accordance with Section 14; with two additional one-year renewal options at the City's sole discretion on the same terms and conditions through FY 2019-20. The City at its sole discretion could terminate the contract with 30 days written notice to Vector.
2. VECTOR AIRPORT SYSTEMS Services. VECTOR AIRPORT SYSTEMS will perform all of the services ("Services") described in Exhibit A, Scope of Services. VECTOR AIRPORT SYSTEMS will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1. Make available to VECTOR AIRPORT SYSTEMS any currently existing documents, data or information required for the performance of the Services.
3.2. Designate a representative authorized to act on behalf of City.
3.3. Promptly examine and render findings on all documents submitted for staff review by VECTOR AIRPORT SYSTEMS.
4. Compensation. The City will compensate VECTOR AIRPORT SYSTEMS for the Services performed in an amount based on 18% or 21 % of gross monthly receipts dependent upon the gross revenue realized each month as set forth in Exhibit B. 1 5. Invoices. VECTOR AIRPORT SYSTEMS will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1. All notices, demands, requests or approvals to the City:
6.2. with a copy to:
Public Works/Santa Monica Airport
City of Santa Monica
3223 Donald Douglas Loop South
Santa Monica, California 90401
Attention: Stelios Makrides
Re: Contract No.
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No.
6.3. All notices, demands, requests or approvals to VECTOR AIRPORT SYSTEMS:
VECTOR AIRPORT SYSTEMS
280 Sunset Park Drive
Herndon, VA 20170
Attention: Peter Coleton
Re: Contract No.
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct of VECTOR AIRPORT SYSTEMS or any of Vector's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Vector, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, VECTOR AIRPORT SYSTEMS must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Vector or Vector's agents, representatives, employees or subconsultants for the duration of this Agreement. Vector must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
2 10. Defense and Indemnification.
10.1. VECTOR AIRPORT SYSTEMS agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the act, errors, and/ or omissions of Vector, or Vector's employees, agents, officers, and subconsultants. Vector's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Vector, its employees, agents or officers, or subconsultants; provided, however, that Vector's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding Vector's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Vector, if City chooses to do so.
10.2. Enforcement Costs. VECTOR AIRPORT SYSTEMS agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1. VECTOR AIRPORT SYSTEMS may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of VECTOR AIRPORT SYSTEMS or of any general partner or joint venturer or syndicate member of Vector, if a partnership or joint venture or syndicate exists, which results in changing the control of Vector, will be construed as an assignment of this Agreement.
Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. VECTOR AIRPORT SYSTEMS, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1. If VECTOR AIRPORT SYSTEMS fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Vector.
3 14.2. The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Vector. Upon termination of this Agreement, City will pay Vector any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. VECTOR AIRPORT SYSTEMS must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. VECTOR AIRPORT SYSTEMS may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. VECTOR AIRPORT SYSTEMS may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1. VECTOR AIRPORT SYSTEMS must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Vector must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2. VECTOR AIRPORT SYSTEMS must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
Vector must clearly identify all records and make them readily accessible to the City. At the City's request, Vector must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3. VECTOR AIRPORT SYSTEMS must allow the City to have free access to Vector's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Vector's records, and Vector agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Vector, Vector agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Producti Reports.
19.1. Any work product prepared or caused to be prepared by VECTOR AIRPORT SYSTEMS or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Vector or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Vector without prior written approval by City.
19.2. At the City's request, VECTOR AIRPORT SYSTEMS must furnish reports concerning the status of the Services.
4 20. Standard of Care. VECTOR AIRPORT SYSTEMS agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Vector's industry currently operating in another locality under similar conditions.
21. Subconsultants.
21.1. If VECTOR AIRPORT SYSTEMS proposes to have any subconsultant perform any part of the Services, Vector must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant' s services. The City, in its sole discretion, may grant or deny the request.
21.2. VECTOR AIRPORT SYSTEMS will be responsible for the quality of any subconsultant's work.
Every subcontract or agreement of any kind entered into between Vector and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. ______ (CCS) entered into between the City of Santa Monica and VECTOR AIRPORT SYSTEMS on
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
5 23. Venue and Jurisdiction. The City and VECTOR AIRPORT SYSTEMS agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A
Exhibit B
Scope of Services
Budget
Exhibit C Insurance Requirements
26. In witness whereof, the parties have caused this Agreement to be executed the day and year first above 'vritten.
ATTEST:
SARAH P. GORMAN
City Clerk
DAS TO FORM:
CITY OF $ANTA MONICA, " m•oid 01 :ra'/f"
By: __1_r:::::::~~vhTI'------~-..L-1o::::=-- ICK COLE
City Manager
VECTOR AIRPORT SYSTE S Corporation
By: __ _,_~~--=~~----t----~
Name: --~~~-~-7=~~----
Title: --~~~~~~------
6 Exhibit A
Scope of Services
Contractor, VECTOR AIRPORT SYSTEMS, will perform and provide the following services to City:
1. INSTALL: Develop a system deployment plan including equipment locations and a list of items needed from Santa Monica Airport staff.
2. NETWORK: VECTOR will use the existing Airport internet connection to communicate data off-airport.
3. CAPTURE: VECTOR will not require any additional infrastructure to install their systems. A single standard AC outlet in the network closet will be sufficient. VECTOR will need to install some antenna components on the roof of the Airport terminal building and run some Ethernet cabling within the building.
4. CAPTURE: Capture and ID all fixed-wing aircraft departures 24/7 /365 and automatically feed these ID'd activities into VECTOR's airport portal for airport staff viewing and into VECTOR's FlightRev billing system.
5. CAPTURE: Accept bi-weekly data download from Airport's existing noise management system, import this data into VECTOR's FlightRev, and cross-correlate this data with all aircraft activity data captured by VECTOR's three (3) existing aircraft tracking technologies.
6. BILLING: Accept existing Airport AR data from Airport's existing billing system (Aerowiz), import data into VECTOR's FlightRev billing system, set-up new aircraft operator accounts as required by this process, and pursue active collection efforts for these AR balances.
7. BILLING: Use aircraft operation data to calculate charges, determine which aircraft to bill/ exempt, apply aircraft model/weight, and implement Airport's specific fee structure.
7 8. BILLING: Identify the actual aircraft operator (not owner) for each aircraft and make sure that aircraft is included in an aircraft operator account within VECTOR's Flight Rev system. Trans fer aircraft when necessary as indicated by customer service interactions.
9. BILLING: Produce aircraft operator bills by the 10th of each month and mail or otherwise deliver them to aircraft operators.
11. CUSTOMER SERVICE: Operate live aircraft operator support line (toll-free 888 line) and email customer support line during business hours (9am EST to 5pm PST).
11. CUSTOMER SERVICE: Operate a web-based Customer Self Service System that will allow aircraft operators to view aircraft charges, request invoice and statement copies, and pay online by credit card.
12. CUSTOMER SERVICE: Track all interactions with aircraft operators (calls, mail, invoices sent, statements sent, payments) and all actions taken on aircraft operator accounts (aircraft transfers, invoice adjustments, address changes, aircraft model changes, based aircraft additions, other aircraft exemptions).
13. COLLECTIONS: Actively manage operator AR balances, identify operators who accounts are becoming delinquent, send out reminder notices, make live payment reminder calls, make live collection calls, send out collection letters, apply late fees, report potential bad debt balances and bankruptcies to Airport.
14. REPORTS: Manage billing adjustments on a monthly basis and provide a report to City of all adjustments. City may either elect to review and approve adjustments before they are made or simply allow VECTOR to approve adjustments and City may review adjustments after-the-fact.
15. PAYMENTS: Open and operate a 3rd-party bank lockbox dedicated to the Airport for the receipt of landing fee payments. City will receive activity statements from this bank lockbox each month with the VECTOR deposit detail report.
16. REMITTANCE: Setup an electronic transfer mechanism in order to quickly transfer funds to City from the dedicated lockbox according to VECTOR's post-month remittance policy. VECTOR will request basic information for automatic remittance (ACH) from City and notify City when automatic remittances occur (usually 3-5 days after month- end). Remittance information and history will be contained in monthly Deposit Detail Report.
17. REMITIANCE: Perform post-month-end transfers: remittance to City and collection fee payment to VECTOR after City approval of VECTOR Deposit Detail Report. Notify City via email of these transfers as they occur.
18. PAYMENTS: Receive payments in the unique City lockbox and allocate those payments to aircraft operator accounts and keep an accurate balance of charges, adjustments, and payments for each aircraft operator on a daily basis.
Credit card payments, which are made via VECTOR's online customer selfservice system, will be applied to customer accounts at least twice-monthly.
Note that pending credit card payments are viewable by aircraft operators for their account via the online self-service system.
19. REPORTS: Report AR balances Payment/ Allocation Deposit Details, Monthly Billing Details, and Aircraft Activity Capture details to City via emailed reports and via Vector's web-based airport portal. VECTOR will coordinate with City to determine how many users City will need to have access to the Vector Airport Portal and which City staff shall receive which reports. Vector will make aircraft activity data available to City for at least 5 years via the airport portal.
20. REPORTS: The VECTOR Airport Portal allows you to search for any criteria you want and then examine that data. The most common reports are:
by airport, by month, all activities. You can also filter by arrivals/ departures, by weight, by engine type (piston, turbojet). If your staff has specific additional reports you'd like "canned" so you can run them more quickly, we can program them and make them available on the portal.
21. AUDIT: VECTOR will respond to any audit requests on-demand within 30 days but probably much sooner to help City get the information they need to verify VECTOR's performance in managing the City's Santa Monica Airport Landing Fee Program.
22. REPAIR: All systems owned by Vector or the City at the Airport will be continuously monitored by our automated systems and our team will be alerted to any system failure/ outage lasting longer than 5 minutes. System repairs will be made within 72 hours. City will be notified if there are any problems with meeting this timeframe.
23. UPGRADES: Vector would provide the City with the following upgrades to the existing system within the. first three months of the contract to enhance reliability and accuracy:
• Replace the wireless Ethernet radio system with a new, more robust system to increase system reliability.
Replace the selected components of the camera systems including higher resolution cameras with better motion detection and better nighttime capability. This would increase the accuracy of aircraft identification at SMO. • Relocate cameras to eliminate certain known sighting problems, which can create duplicate billings or missed aircraft under certain conditions. • With enhanced software integrate radar data to create a streaming feed of data into Vector's servers, contained with data from Vector's cameras, and use in integrated data to provide more accurate aircraft billing with enhanced accuracy and reliability.
• Provide all maintenance of all surveillance systems including the City's purchased touch-and-go ID camera system. Ownership of this touch-and-go camera system will remain with the City.
ExhibitB
Budget
Landing Fee Billing & Collection Services Compensation
Landing Fee Billing & Collection Services including the existing and proposed equipment follows the schedule below. If, for whatever reason (modification of landing fee structure/policy, other factors affecting traffic), gross annual collected revenues fall from the current pace of approximately $1.5m down to $1,000,000, the Vector fee rate will be adjusted from 18% up to 21%.
SMO Gross Landing
Fee Revenue
$1,500,000
$1,000,000
Vector Fee%
18%
21%
FEE RA TE TRIGGER1 For simplicity of administration, this fee rate will be adjusted based on gross monthly collected "landing fee" revenues. If for any given month, gross monthly revenues are above $83,333.33 ($1,000,000 / 12) as they have been for the past 19 months, the Vector fee rate will be 18%. If the gross collected revenues are $83,333.33 or lower, the Vector fee for that month will be 21 %.
ExhibitC
Insurance Requirements
Professional Services Agreement Insurance Requirements - Template 1 With Professional Liability
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering COL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #l).
4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim.
If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a, Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85. b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the Ciry- of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless othenvise acceptable to the City of Santa Monica.
Claims Made Policies
I. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
#l: Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
CITY OF SANT A MONICA
LIVING WAGE ORDINANCE
Certification for Providers of Services to the
City of Santa Monica
(Fiscal Year 15116 - July 1, 2015 through June 30, 2016)
TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Livirig Wage Ordinance (LWO), establishes a Minimum Wage of $15.37 per hour 1 for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees' same sex spouses and domestic partners as are provided to other employees' spouses.
An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.
The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.
Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.
Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.
Please direct any questions and send the completed, signed Certification to:
City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1717 4th Street, Suite 250
. Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.
1 Adjusted annually each July 1 by an amount corresponding to the previous year's change (January to January) !n the Consumer Price Index for Urban Wage Earners and Clerical Wori\ers 1982·84=100 for Los Angeles-Riverside-Orange County, California
CITY OF SANTA MONICA
LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2015 through June 30, 2016
TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE· $15.37 per hour
Please read, complete, and sign the following:
THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE ~ THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE 0 If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) __ _
(b) __ _
(c) __ _
(d) __ _
(e) __ _
contractor is a government agency and is exempt
contractor is a City grantee and is exempt
contractor is a non-profit corporation and is exempt
contractor is .an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly. set forth in an agreement in clear and unambiguous terms
contractor is a corporation providing banking services
The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica's Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Con(ractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO. Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.
These statements are made under penalty of perjury under the laws of the State of California.
Printed Name: peter coleton
Signature: ~ Title: president
Date: 6/1/2015
Contractor: vector airport systems Bid Number (If applicable): ___ _ Service Description:
aircraft landing fee billing & collection
Oaks Initiative Notice
CITY OF SANTA MONICA
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS
AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS, OR OTHER
BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica's voters adopted a City Charter amendment commonly known as the Oaks Initiative. It prohibits a public official from receiving specified personal benefits from a person or entity after the official votes, or otherwise takes official action, to award a "public benefit" to that person or entity. Examples of a "public benefit" include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000.
The Oaks Initiative requires the City to provide this note and information about the Initiative's requirements. An information sheet on the Oaks Initiative is attached.
You may obtain a full copy of the Initiative's text from the City Clerk.
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person who is seeking a "public benefit." If the "public benefit" is sought by an entity, rather than an individual person, the information includes the name of every: (a) trustee, (b) director, (c) partner, (d) officers, or (e) ten percent interest in the entity.
Therefore, if you are seeking a "public benefit" covered by the Oaks Initiative, you must supply that information on the attached form (Attachment A).
CITY OF SANTA MONICA
CITY POLICY ON DOING BUSINESS WITH ARIZONA FIRMS
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING TO DO
BUSINESS WITH THE CITY OF SANTA MONICA
The City Council of the City of Santa Monica adopted Resolution No. 10479 (CCS) on May 25, 2010, which requires a review of all current and likely future agreements and contracts with Arizona-based businesses to examine the feasibility of acquiring such products and services elsewhere while the Arizona law remains in effect.
Additionally, vendors offering goods or services to the City of Santa Monica must complete and sign the attached disclosure form; this applies to all solicitations, including but not limited to, bids and proposals. Please review, sign and submit the form with your bid packet prior to the closing date of bid.
Contractors that do. not have headquarters in the State of Arizona and those that will not be working with Arizona-headquartered subcontractors to provide goods and/or services as specified in this solicitation will take priority in the bidding process.
NOTE: Headquarter location or residency may not be considered as a factor if prohibited by applicable law.
Failure to return this form or inability to certify as to its provisions will render your bid or proposal non-responsive.
State of Arizona Disclosure Form - See next page.
- 1 •
CITY OF SANTA MONICA
•11•'
Snnin lh;1nlra• STATE OF ARIZONA DISCLOSURE FORM
TO BE COMPLETED BY ALL VENDORS PROVIDING GOODS AND SERVICES TO
THE CITY OF SANTA MONICA
Headquarter location or residency may not be considered as a factor if prohibited by applicable law.
Please check the appropriate boxes below.
Our company's headquarters are located in the State of Arizona.
D Yes [{] No
Goods or services pertaining to this solicitation will be provided by a subcontractor whose business is headquartered in the State of Arizona.
D Yes [{] No
If the response to the statement above was "yes", please list any and all subcontractors headquartered in the State of Arizona that may be providing goods or services (pertaining to this solicitation) to the City of Santa Monica.
If more than one, attach a list of additional subcontractors, including the physical address of each location.
Name of Subcontractor: n/ a --------------~-~-
City: ___________ State: _____ Zip Code: ___ _
*** PORTION BELOW TO BE COMPLETED BY ALL VENDORS ***
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and ~o~
Signed: ~ Date:6/1/2015
Printed name: peter COleton Title: president
Name of Company: Vector airport systems
Street Address of Headquarters: 280 sunset park dr
City: herndon state: va Zip Code: 20170
Telephone# (including area code): 202-412-7725 Email: [email protected] I FOR CITY USE ONL y
NOTES:
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To: Mayor and City Council
City Council Report
City Council Regular Meeting: June 9, 2015
Agenda Item: 3-E
From: Susan Cline, Interim Director of Public Works
Subject: Contractual Service Agreement for Airport Landing Fee Services Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate a contractual service agreement with Vector Airport Systems, a Virginia-based company, to provide for the photo capture of aircraft operations; data management and reports; billing and collections. The initial term is for three years through June 30, 2018 with two one-year renewal options on the same terms and conditions through FY 2019-20 at the discretion of the City. This is a sole source contract in an amount based on 18% or 21% of gross monthly receipts dependent upon the gross revenue realized each month.
Executive Summary
On June 14, 2011, Council approved a contract with Vector-US, Inc. (now Vector Airport Systems) to operate the Airport's Landing Fee Program to include photo capture of aircraft operations; data management and reports; and billing and collections through June 30, 2015 for an amount not-to-exceed $400,000. On April 30, 2013, Council approved a first modification to Contract No. 9384 (CCS) in the amount of $58,344, for the purchase and maintenance of two additional digital cameras to expand the existing system to capture aircraft operations performed during certain patterned flying activities, such as touch-and-go operations, for a total amount not to exceed $458,344. The current contract will expire on June 30, 2015.
Staff recommends that Council approve a sole source contract with Vector Airport Systems to operate the airports landing fee program through June 30, 2018 in an amount based on 18% or 21% of gross monthly receipts dependent upon the gross revenue realized each month with two additional one-year renewal options on the same terms and conditions through FY 2019-20.
Background
The City's current contract with Vector-US, Inc. (now Vector Airport Systems) to operate the Airport's landing fee program was approved by Council on June 14, 2011 (attachment A). On April 30, 2013 (attachment B), Council adopted Resolution No. 10744 (CCS) to change the landing fee program from the current $2.07 per thousand 1of5
pounds of certificated maximum gross landing weight to $5.48 and apply the fee to itinerant and based aircraft at the Airport, effective August 1, 2013.
Additionally, during its April 30, 2013 meeting Council approved the first modification to contract No. 9384 (CCS) to increase the not-to-exceed amount of the contract to $458,344 to provide for the purchase of two additional digital cameras to expand the system to capture aircraft operations performed during certain patterned flying activities (e.g. touch-and-go operations). Although the contract amount was modified during this amendment the term of the contract and the annual cap were not; therefore the contract with Vector Airport Systems expires on June 30, 2015 and the annual cap for services performed by Vector until the expiration of this contract remains at $100,000.
Discussion
Vector Airport Systems uses three overlapping technologies to capture aircraft departing Santa Monica Airport, 24 hours a day, 7 days a week. The system includes:
solar-powered air traffic Imaging Systems (cameras); SCOUT Transponder Receiver (a second layer infonmation to identify aircraft in the air); and NextGen flight track data.
Vector's services include all necessary equipment including the maintenance of the onsite camera system, servers, transponders, and staffing to support the billing and collections associated with their service.
In 2011, when the Vector Airport Systems contract was initiated, the City's landing fee revenue was approximately $360,000. This generated approximately $75,000 annually in payments to Vector for their services, well below the established annual cap of $100,000. Changes to the landing fee program in August 2013 resulted in increased revenues of approximately $1.4 million annually. This resulted in Vector reaching the $100,000 annual cap in the first three months of each contract year. Due to the complex environment of Santa Monica Airport (SMO), the significant increase in the fee structure, the requirements of specialized insurance, and costs associated with collections necessitate that the current annual cap is no longer sustainable for Vector.
According to Vector, SMO is the only airport that they service with an annual cap. 2 of 5
On March 12, 2015, Vector submitted a proposal to the City which included a new fee rate that will fluctuate dependent upon the gross revenue realized each month. For months that the gross monthly revenue exceeds $83,333.33 (currently monthly gross revenue exceeds this amount) Vector's fee would be 18%. For months that the gross monthly revenue is less than $83,333.33 Vector's fee would be 21 %. The annual cap would no longer apply. Vector proposes to eliminate the City's obligation to pay for the annual maintenance costs of the touch-and-go camera system. Vector would provide the City with the following upgrades to the existing system within the first three months of the contract to enhance reliability and accuracy:
rn Replace the wireless Ethernet radio system with a new, more robust system to increase system reliability.
rn Replace the selected components of the camera systems including higher resolution cameras with better motion detection and better nighttime capability.
This would increase the accuracy of aircraft identification at SMO. rn Relocate cameras fo eliminate certain known sighting problems, which can create duplicate billings or missed aircraft under certain conditions. rn With enhanced software integrate radar data to create a streaming feed of data into Vector's servers, contained with data from Vector's cameras, and use in integrated data to provide more accurate aircraft billing with enhanced accuracy and reliability.
rn Provide all maintenance of all surveillance systems including the City's purchased touch-and-go ID camera system. Ownership of this touch-and-go camera system will rema.in with the City.
Staff recommends that Council approve a sole source contract with Vector Airport Systems to operate the airports landing fee program for three years through June 30, 2018 in an amount based on 18% or 21 % of gross monthly receipts dependent upon the gross revenue realized each month with two additional one-year renewal options at the City's sole discretion on the same terms and conditions through FY 2019-20. The City at its sole discretion could terminate the contract with 30 days written notice to Vector.
Vendor Selection
On March 24, 2011, the City issued a Request for Proposals (RFP) for operating the 3 of 5
Airport's landing fee program and advertised it nationwide. Four potential service providers responded. After reviewing the proposals, staff from the Airport, Finance and City Attorney's Office identified Vector Airport Systems as the best bidder. Vector . Airport Systems and one other proposer met all the City's criteria for aircraft tracking, verification, billing, customer service, collection, and reporting. One other submittal met the criteria of the RFP, but the price was significantly higher than Vector Airport Systems. The other two submittals did not meet all the requirements of the RFP. To date, Vector Airport Systems is the only company that staff could find to provide a total solution of all the integrated parts associated with SMO's landing fee program. Staff recommends Vector Airport Systems to furnish and to provide for the photo capture of aircraft operations; data management and reports; and billing and collections associated with the Airport's landing fee system on a sole source basis as specified in Santa Monica Municipal Code 2.24.080 Subsection (d).
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Financial Impacts and Budget Actions
The contract to be awarded to Vector Airport Systems is for an amount based on 18% or 21 % of gross revenue receipts dependent upon the gross revenue realized each month in landing fees. Landing fee revenues, which are landing fees collected less a commission for Vector Airport Systems, are captured monthly and deposited into account 33431.402170. By removing the annual cap, a revenue decrease of approximately $170,000 is projected for FY 2015-16. Revenue changes are included in the FY 2015-17 Proposed Biennial Budget. The percentage approach ensures that the associated costs will be proportional to the revenues generated by the program. It also ensures that fluctuations in the marketplace that aviation is subject to do not obligate the City to extensive fixed costs.
Prepared By: Stelios Makrides, Airport Manager
Approved Forwarded to Council
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Susan Cline, Interim Director of(J5Jll0120/t6 Elaine M Polachek, lnterim-~C~ity~CM=IO!bl=!t~llf1~5~ Attachments:
A. June 14, 2011 Staff Report (web link)
B. April 30, 2013 Staff Report (web link)
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