HomeMy WebLinkAboutRESOLUTION 2005-29 This Resolution prepared by Nancy Eckert, City Clerk, 715 Mulberry
Street, Waterloo, Iowa.
RESOLUTION NO. 2005-29
RESOLUTION APPROVING AGREEMENT WITH SABRE,
INC. OF MINNEAPOLIS, MINNESOTA AND DIRECTING
EXECUTION OF SAID AGREEMENT BY MAYOR.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO, IOWA,
that the Agreement dated January 18, 2005, for Air Services
Consultant Services for Waterloo Airport, at a cost not to exceed
$100, 000 . 00 by and between Sabre, Inc. of Minneapolis, Minnesota,
and the City of Waterloo, Iowa, be and the same is hereby
approved, and the Mayor authorized to execute the same in behalf
of the City of Waterloo, Iowa.
PASSED AND ADOPTED this 18th day of January, 2005 .
/yss,
Tim Hurley, ayor
ATTEST:
Nancy Ecker CMC
City Clerk •
—/ '-c) S
AGREEMENT FOR SERVICES
This Agreement for Services ("Agreement") is entered into as of December 1, 2004 ("Effective Date") by and
between the Waterloo Regional Airport, located at 2790 Livingston Lane, Waterloo, IA 50703-9678 ("Client") and Sabre
Inc., located at 1 East Kirkwood Boulevard, Southlake, Texas 76092 and incorporated in Delaware. ("Sabre") hereby agree
as set forth below.
THE IMMEDIATELY PRECEDING SENTENCE THE
0. Description of Services. Client agrees to SERVICES ARE PROVIDED "AS IS" WITHOUT ANY
purchase and Sabre agrees to provide the services (the WARRANTY WHATSOEVER. SABRE DISCLAIMS, AND
"Services") that the Airport Board may desire described on CLIENT HEREBY WAIVES ALL EXPRESS AND IMPLIED
Exhibits A, a copy of which is attached hereto and WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY
incorporated herein. All scope of work and costs must be IMPLIED WARRANTY OF MERCHANTABILITY OR
approved by the Airport Board in writing prior to the FITNESS FOR INTENDED USE OF ANY SERVICES
initiation of any work. The Airport Board will determine, in PROVIDED HEREUNDER.
its own discretion, what scope of work will be approved.
5. Limitation of Liability. NEITHER PARTY SHALL
1. Rights in Deliverables. Sabre hereby grants BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
Client a perpetual, non-exclusive, non-transferable license INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR
to reproduce and use the deliverables provided to Client CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
hereunder, in each case solely for Client's internal LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS,
operations, and for no other use or purpose. Sabre shall OR THE LOSS OF USE OF ANY DATA. UNDER NO
retain all right, title and interest in and to all reports and CIRCUMSTANCES SHALL A PARTY'S AGGREGATE
other consulting deliverables provided to Client hereunder CUMULATE LIABILITY HEREUNDER, WHETHER IN
and all ideas and intellectual property associated with such CONTRACT, TORT OR OTHERWISE, EXCEED THE
Deliverables. AMOUNT OF FEES PAYABLE TO SABRE BY CLIENT
("CAP"). HOWEVER, SUCH CAP SHALL NOT APPLY TO
3. Payment. Client shall pay Sabre the amount (i) PROPERTY DAMAGE OR BODILY INJURY
identified in Exhibit A for performance of the Services. CAUSED BY A PARTY'S GROSS NEGLIGENCE OR
Client shall pay, or reimburse Sabre for, all documented WILLFUL MISCONDUCT OR (ii) BREACH OF
out-of-pocket expenses, including all actual food, lodging NON-DISCLOSURE PROVISIONS OF THIS
and incidental expenses, incurred by Sabre in connection AGREEMENT.
with the performance of this Agreement. Additionally, Client
shall reimburse Sabre for local and air transportation 6. Non-Disclosure. (a) Except as expressly
expenses incurred in connection with the performance of permitted by this Agreement, all Confidential Information
this Agreement. Client shall also reimburse Sabre as shall be held and protected by the party receiving such
additional fees for (i) all taxes, duties, levies or other fees information (the "Recipient") in strict confidence, shall be
imposed on Sabre arising out of the performance of the used by the Recipient only as required to render
Services (except for those based upon the net income of performance or to exercise rights and remedies under this
Sabre), and (ii) any additional taxes, imposed on Sabre as Agreement, and shall not be disclosed to any other third
a result of any reimbursements of taxes under this parties without the prior written consent of the owner
provision. Charges for fees identified hereunder shall be thereof. For purposes of this Agreement, "Confidential
due and payable thirty (30) days after receipt of invoice Information" shall mean (i) the terms and conditions of this
from Sabre. In Sabre's discretion, amounts due hereunder Agreement and the parties performance hereunder, (ii)
may be invoiced through an IATA or ACH Clearinghouse information relating to a party's business, clients, financial
account, and Client will pay invoices through such account condition, or operations, (iii) Sabre's methodologies,
pursuant to the procedures of the IATA or ACH processes, models, data and data sources and (iv) any
Clearinghouse, as applicable. Any request by Client for other information, whether in a tangible medium or oral and
back-up documentation relating to a particular Sabre marked or clearly identified by a party as confidential or
invoice must be received by Sabre within thirty (30) days of proprietary at the time of disclosure; except such
receipt of such invoice by Client. Interest on any late information that (a) is known to the Recipient prior to its first
payments shall accrue at the rate of fifteen percent (15%) receipt of such information from the disclosing party,
per annum or the highest rate permitted by Texas law, provided that such information is not subject to another
whichever is less, from the date such amount is due until confidentiality agreement of which Client and Sabre are a
finally paid. party, (b) is generally known to the public prior to its receipt
by the Recipient, (c) after receipt from the disclosing party,
4. Warranty. Sabre represents and warrants that the becomes available to the public other than as a result of an
Services shall be provided by qualified professionals in unauthorized disclosure by any of the Recipient's directors,
their respective disciplines. EXCEPT AS SET FORTH IN officers, employees, agents or advisors, or (d) is developed
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by or on behalf of the Recipient independently of and 7. Choice of Law. THIS AGREEMENT AND ANY
without reference to any of the disclosing party's DISPUTE ARISING HEREUNDER SHALL BE
Confidential Information. CONSTRUED IN ACCORDANCE WITH THE LAWS OF
TEXAS, WITHOUT REGARD TO ITS CONFLICT OF
(b) Each party may disclose the Confidential LAWS PRINCIPLES.
Information of the other party in response to a request for
disclosure by a court or another governmental authority, 8. Term. This Agreement shall begin on the Effective
including a subpoena, court order, or audit-related request Date and continue until the Services approved by the
by a taxing authority, if that party; (i) promptly notifies the Airport Board have been completed and all amounts paid to
other party of the terms and the circumstances of that Sabre by Client for the performance of the Services. In the
request, (ii) consults with the other party, and cooperates event that either party materially breaches any term or
with the other party's reasonable requests to resist or condition of this Agreement, and such breach continues for
narrow that request, (iii) furnishes only information that, a period of thirty (30) days after notice from the other party
according to written advice of its legal counsel, that party is (except for a breach regarding failure to pay amounts due,
legally compelled to disclose, and (iv) uses reasonable in which case the period to cure shall be ten (10) days), the
efforts to obtain an order or other reliable assurance that other party may terminate this Agreement immediately
confidential treatment will be accorded the information upon notice. In the event of termination of this Agreement
disclosed. by Sabre, any amounts owed to Sabre under this
Agreement before such termination will be immediately due
and payable.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.
City of Waterloo Sabre Inc.
By: By:
Name: Tim Hurley Name: Michael Bown
Title: Mayor d Title: Partner
Date: f�f 0 -V 5 Date:
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EXHIBIT A
1. Description of Services/Statement of Work—Sabre Airline Solutions will provide analysis and consulting to address
the following:
(1) air service development ; and
(2) other related consulting and ad-hoc advisory services to improve air service at ALO
2. Deliverables—
Assessment/Catchment Area Analysis deliverables:
• Quantity of passengers, including both Sabre MIDT bookings and estimates of those booked via host airline
reservation systems or via the internet, booking their travel in the ALO catchment area;
• Quantity and percentage of passengers from the catchment area originating air travel from ALO as well as
predefined competing regional airports;
• Estimated size of ALO O&D markets;
Benchmarking of ALO markets vs. other markets;
• Top origin cities for passengers destined for ALO;
• Top destinations of passengers from the catchment area, breaking out demand by airport being used today
originating from airports other than ALO;
• Quantity of passenger revenue from ALO catchment area lost due to "leakage"to competing regional airports;
• Airlines and airports which benefit most from the "leakage"to competing regional airports;
• Demographic analysis and benchmarking of ALO catchment area versus competing airports' catchment areas;
• Air service and fare level analysis and benchmarking by destination for ALO and competing airports;
• Analysis of ALO catchment area bookings by travel agency zip code;
• Financial analysis (profit-loss estimates) of potential service from ALO
• Economic Impact from potential new services (including low-fare service); and
• Recommendations for a qualified air service strategy and airline prospect list.
Air Carrier Presentation deliverables:
Analysis of historical ALO passenger service
• O&D Pax, Revenue and Fare Trends; load factors; stimulation (traffic and revenue)from new non-stop service
Analysis of current regional demand
• Booked demand trends from ALO catchment area utilizing MIDT data
• Illustrating actual O&D trends and calculating leakage in targeted markets
O&D level forecast of service
• O&D market demand estimates, including any stimulation and "spill"
• O&D market share estimates, including any"share gap" effects
• Average O&D fare estimates
• Load factor, segment revenue, average fare estimates
• Operating cost forecast and profitability estimates
• Estimation of traffic and revenue impact on existing ALO services
• Comparison of forecast to other markets offering similar opportunities, i.e. per capita demand, stimulation and
leakage comparisons
3. Services Fees -Client will be invoiced based upon the completion of deliverables as follows:
• All work and fees will be agreed to in advance of specific scope of work. This contract is not to exceed $100,000
over the life of the contract (including reimbursable expenses, such as travel).
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• '4. Project Schedule—The project will commence following execution of this Agreement.
5. Project Management/Project Communication—
Mike Bown, Project Manager
Sabre Inc.
18995 Euclid Path
Farmington, MN 55025
6. Invoicing Address—
Waterloo Regional Airport
2790 Livingston Lane
Waterloo, IA 50703-9678
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