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SOLICITATION FOR AN AIRPORT FIXED BASE OPERATION RFP No. 07- 08 - 0002 Turlock Airport (O15)

as it relates to aircraft rental; flight instruction through instrument, multi-engine, and commercial ratings; emergency help; aircraft retrieval; aircraft sales; and maintenance of said aircraft. Turlock Airport (O15) City of Turlock, County of Merced, California This RFP is being managed under the authority given to the Turlock Regional Aviation Association (TRAA) as allowed under their Lease Agreement with the City of Turlock dated May 27, 2008.

SELECTION PROCEDURE The following dates are offered as general guidelines. The dates are subject to change by the TRAA. Critical Path Timeline Advertise RFP: July 15, 2008 Proposal submittal date: September 15, 2008 Award announcement: October 15, 2008 Contract begins : To be negotiated with the TRAA Board Evaluation of Proposals The TRAA board will analyze and evaluate all proposals on the following factors (not necessarily in order of importance):        

Firm qualifications and experience. Availability of service and support. Quality of service and support. Demonstrated ability to work effectively with TRAA staff, other public agencies and related parties. References (FBO’s reputation with current or past users) Cost/financial considerations - Potential revenue and pricing of services. Other considerations/incentives Proposal thoroughness and approach

A Proposal Form (Company Profile Sheet) has been provided to assist FBO’s in providing the requested information: Firm name, address, phone and fax numbers.


Account Representative/Contact Person or other person to contact for clarification of any item contained in the proposal. Include telephone and fax numbers if different from above.

Specify type of organization (individual, partnership or corporation) and if applicable indicate whether you are: a.

Small Business.

b.

Disadvantaged Business.

c.

Minority and/or Women-Owned Business.

Provide your Federal Tax ID Number

Provide surety information for all sureties - General and Automobile Liability and Worker’s Compensation. Specify products liability insurance provided by FBO.

Prior to the award of contract, the TRAA must be assured that the FBO selected has all of the resources required to successfully perform under the contract. This includes, but is not limited to, personnel with the skills required, equipment/materials and financial resources sufficient to provide services called for under this contract. If, during the evaluation process, the TRAA is unable to assure itself of the FBO’s ability to perform under the contract, if awarded, the TRAA has the option of requesting from the FBO, any information that the TRAA deems necessary to determine the FBO’s capabilities. If such information is required, the FBO will be notified and will be permitted seven (7) working days to submit the requested information If the information submitted by the FBO, or available from other sources, is insufficient to satisfy the TRAA as to FBO’s contractual responsibility, the TRAA may ask for additional information or reject the RFP and select an alternate responsible RFP. The TRAA’s determination of the supplier’s responsibility, for the purposes of this RFP, shall be final. The right is reserved by the TRAA to reject any or all proposals; to waive any informality or irregularity not affected by law; to evaluate, in its absolute discretion, the proposals submitted and; to award the contract according to the proposal which best serves the interests of said TRAA. The TRAA also reserves the right to reject a bid from any FBO whom the TRAA does not believe is qualified to perform the services required or whose financial situation is such that there is a possibility that the FBO will not be able be successful during the start-up period for a like-kind of FBO at a like-kind municipal airport. The TRAA reserves the right to delete specific items from a bid, if it is to its financial advantage. The TRAA also reserves the right to award the contract to a FBO whose bid is not the lowest bid, but whose knowledge, expertise, reputation, experiences, and/or previous results most closely meets the demands and needs of the TRAA. Prior to the submittal of each Proposal, the applicant will have an opportunity to meet with the TRAA Board Board, to answer any questions that the applicant may have and to give directions, prior to the formal submittal date. Once the TRAA has received all proposals, the TRAA will schedule a number of Special


Board Meetings in which to solicit further input from each applicant prior to the selection of the successful Proposal. Submittals shall be mailed to the following address: TRAA, P.O. BOX 556, DENAIR, CA 95316. THEREFORE, the following Airport Fixed Base Operator Agreement (FBO Agreement) shall represent the basic framework in which the successful applicant will be able to negotiate a final FBO Agreement with the TRAA. Each interested party shall submit a Proposal/Business plan (Proposal) incorporating the basic terms and conditions in the FBO Agreement below to the TRAA by September 15, 2008:

AIRPORT FIXED BASE OPERATOR AGREEMENT This Airport Fixed Base Operator Agreement (“AGREEMENT”) is made and entered into in the Town of Balico, TRAA of Merced, State of California, on the 1st day of ______, 2008, by and between the TURLOCK REGIONAL AVIATION ASSOCIATION, a non-profit organization in the State of California (hereinafter called “TRAA”) and ____________., a ___________, (hereinafter called “________”). In this agreement, the City of Turlock will be referred to as “CITY”. On the terms and conditions hereinafter set forth, TRAA as manager hereby authorizes ____________ to conduct an airport fixed base operation on CITY’S property specifically known as the Turlock Municipal Airport.

GENERAL PROVISIONS 1.

WORK AREA AUTHORIZED FOR FIXED BASE OPERATION BUSINESS: (a)

The work area consists of the buildings owned by CITY and the buildings owned by ___________ both of which are currently utilized for airport fixed base operations.

(b)

Additional work area consisting of __________________, the Office, ____ tie-downs, Trash Collection, Waste Oil and Solvent Area, and _________________, more specifically described in Exhibit 1 attached hereto and by this reference incorporated as though set forth in full. For all additional work areas reflected in 1(b) __________ will pay the fee as set by TRAA for each building or space used.

2.

TERM: The term of this Agreement shall be ______ (____) year commencing __________and ending ____________, subject to earlier termination as hereinafter provided. ____________ will be afforded _______ (____) additional _________ (each) options to extend the term of this contract.

3.

RENTAL: FBO agrees to pay rent to the TRAA for use of those areas authorized for fixed base operations as set forth below: All scheduled payments under this Agreement shall be due and payable to the TRAA on a quarterly basis and paid before the fifteenth (15th) day of the following month. The initial rent payment during the first year of this agreement shall be__________________ per month, (“Initial Base Rent”). In addition, the FBO shall pay the TRAA the following yearly


percentage rate based on gross receipts (“Percentage Payment”) from all operations:

Term (see note below) 1st Year 2nd Year 3rd Year 4th Year

Yearly Rate .75% 1% 1.50% 2%

***** The table above only reflects the Yearly Percentage Rate established by the TRAA for the following four (4) years and does not establish the TERM of this Agreement. 4.

AUTHORIZATION TO CONDUCT BUSINESS: ___________ is authorized to conduct fixed based operation services at the Turlock Municipal Airport. Such operation may include, aircraft rental; flight instruction through instrument, multi-engine, and commercial ratings; emergency help; aircraft retrieval; aircraft sales; and maintenance of FBO’S aircraft. This Agreement does not allow for the following:  

Sale of fuel Aircraft maintenance other than those owned or leased by the FBO.

5.

WASTE OR NUISANCE: __________’s business shall not create a hazard or nuisance to the general public nor expose TRAA to any liability arising from the performance of such business on TRAA airport property.

6.

AUTHORIZED SERVICES: ___________ is authorized, but not required, to offer the following services to the public and to perform the following functions at the airport: Storage and maintenance service for aircraft, either owned or leased by ________ and listed on __________’s Federal Aviation Regulation (FAR) Part 135 certificate or multiengine or larger aircraft not owned or leased by __________. The painting of aircraft is not permitted. (Minor touch-up painting such as wing tips, leading edges, etc, is allowed.)

7.

PROHIBITED USES: __________ acknowledges and agrees that the following uses are prohibited and that _________ shall not engage in any such uses in the work area or otherwise: (a)

Airline terminal operations consisting of the enplaning or deplaning of passengers and their baggage on scheduled or nonscheduled airline flights;

(b)

Such other business and operations including: (1) Paid automobile parking (2) Ground transportation for hire

(c)

The conducting of any business or activity which is not directly or indirectly aviation related;

(d)

The conducting of any business or activity that is unlawful;


(e)

The terms of this paragraph do not preclude TRAA and ________ from discussing additional uses of the airport under terms and conditions to be mutually agreed upon. SPECIAL PROVISIONS

8.

SIGNS: _________ will not suffer or permit to be erected or maintained upon the outside of any improvements on the work area any billboards, signs or other advertising, except that __________ may maintain on the outside of said improvements its name on a sign or signs conforming to the municipal sign ordinance and obtained after complying with the City of Turlock sign permitting process in ยง9-3 of the Turlock Municipal Code. ___________ agrees to remove any signs or other advertising erected on the work area at __________ sole expense at the termination of this Agreement.

9.

TRASH AND REFUSE: _____________ shall provide a complete and proper arrangement, in compliance with all ordinance of the City of Turlock, for the adequate, sightly, and sanitary handling and disposal, away from Airport, of all trash, garbage and other refuse caused as a result of the operations conducted on the work area. __________ shall provide and use suitable covered receptacles for all trash and other refuse on or in connection with ___________ areas. Piling of boxes, cartons, barrels or other similar items in an unsafe or unsightly manner in or about the work area is prohibited. The area in which said trash containers are stored shall be kept clean and free of all trash and debris. Such obligation shall be performed at the sole cost of __________.

10.

UTILITIES: During the term thereof, _________ shall pay all charges for water, sewer, gas, electricity, telephone, trash collection and other utility service supplied to and used on the work area. All such charges shall be paid before delinquency. TRAA and the work area shall be protected and held harmless by _________ therefrom. Upon the obtaining of any required permits and the payment of any required charges or fees, __________ is hereby given the right to connect to any and all sanitary sewers and water and utility outlets at its own cost and expense, and shall pay for any and all service charges incurred or used on said work area.

11.

SECURITY, MAINTENANCE, AND REPAIR: Security, maintenance, and repair for buildings used, as work areas are the sole responsibility and expense of ___________.

12.

INFORMATION REGARDING AIRCRAFT: ________ shall, from time to time upon request of TRAA furnish the following information in writing to the TRAA. (a)

A list of all aircraft owned, operated, leased or hangared by ________, including the registration number, year, make, name, and address of owner.

(b)

Insurance Certificates for all aircraft operated, leased, or hangared by ___________ in amounts as set forth in the Municipal Code.

(c)

___________ shall provide to TRAA at the end of each calendar month on forms to be supplied by TRAA the total number of enplaned, deplaned and through passengers, transported under Part 135, Air Taxi Certificate.

13.

WORK AREAS: ____________ agrees to confine the performance of all business herein authorized to the work area named in paragraph 1 on page 1 of this Agreement and further agrees not to store trash, parts, and used oil outside of the work area.

14.

IMPROVEMENTS PROHIBITION: Without prior written approval of the TRAA, there


shall be no improvements by __________ which shall include but are not limited to the construction of new buildings, structures, or pavement or any other permanent fixture which is not currently in existence LEGAL PROVISIONS 15.

NONEXCLUSIVE USE: It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the granting of an exclusive right for the use of any landing area or air navigation facility upon which Federal funds have been expended. No clause in this Agreement shall be construed as granting any exclusive right to _____________ other than as specifically set forth herein. It is further understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a).

16.

INDEMNIFICATION: ___________ agrees to indemnify, defend and hold TRAA and CITY, it officers, agents, volunteers and employees, free and harmless from any and all liabilities, claims, demands, actions, losses, damages and costs, including attorney’s fees and all other costs of defense thereof, caused by, arising out of, or in any way related to __________ fixed base operation business conducted at the Airport pursuant to a lawsuit.

17.

INSURANCE REQUIREMENTS, INCREASE, AND APPEAL RIGHTS:

18.

(a)

______________ agrees to procure and maintain, at its own expense, comprehensive general/premises liability insurance in an amount not less than $1,000,000.00 per each occurrence, products liability insurance in the amount of at least $1,000,000 per each occurrence and aircraft instruction and rental insurance in the amount of at least $1,000,000 per each occurrence. When appropriate,______________shall also procure and-maintain, at its own expense, hangar keeper’s legal liability insurance in an amount acceptable to TRAA, and such other liability insurance as may be required by state or federal law or regulation.

(b)

______________ shall deposit with the TRAA a certificate of insurance showing the TRAA, its officers and employees, and the City of Turlock as additional insured on each such policy and containing an agreement that such insurance shall not be canceled without at least thirty (30) days’ written notice to TRAA.

(c)

TRAA reserves the right to increase the limits of such coverage should circumstances change. Should the TRAA increase the limits of such coverage, ____________ will have the right to appeal such increase to the Board of TRAA and, if not resolved, to Binding Arbitration. The decision of the Arbitrator shall be final.

INSPECTION: With approval of the TRAA Board, an officially designated member(s) of TRAA shall have the right to enter and view the work area during normal business hours for the purpose of inspecting the CITY-owned building and inspecting any private business being conducted at the Airport which has been authorized by this Agreement.


19.

TERMINATION BY TRAA PRIOR TO EXPIRATION AND APPEAL: (a)

For cause: The TRAA shall have the right to terminate this Agreement in whole or in part on the occurrence of a breach of any of the provisions reflected herein.

(b)

Without cause: Either party shall have the right to terminate this Agreement upon 90 days’ prior written notice to the other party.

(c)

Notice: Notice of termination of this Agreement for cause shall be in writing and effective thirty (30) days from the date served. Notice of termination of this Agreement without cause shall be in writing and effective ninety (90) days from the date served. Service may be made in person or via U.S. Postal Service addressed as set forth in paragraph 21 herein below.

(d)

20.

Appeal: Should the TRAA Board elect to terminate this Agreement, _________ shall have the right to appeal such termination to the TRAA Board and, if not resolved, to Binding Arbitration. The decision of the Arbitrator shall be final.

NOTICES: Any notice or other communication to TRAA or ___________ shall be deemed validly given, served, or delivered upon deposit in the United States mail, registered and with proper postage and registration fee prepaid, addressed as follows: TO TRAA:

TRAA P. 0. Box 556 Denair, California 95316

TO ______:

______________ ______________ ______________

or to such other address as TRAA or ____________ may designate by written notice to the other party delivered in accordance with the provisions of this paragraph. 21.

SALE OF BUSINESS AND APPEAL RIGHTS: In the event __________ decides to sell its fixed based operation business, ___________shall give sixty-days (60) written notice to TRAA. The TRAA Board must approve prospective buyers/buyer and upon approval, prospective buyer/buyers shall enter into a separate and binding FBO agreement with the TRAA. Without such approval and FBO Agreement, this Agreement will terminate upon _________________’s sale of its business.

22.

ENTIRE AGREEMENT: This Agreement supersedes all former agreements between TRAA/CITY and _________, whether written or verbal and contains the entire Agreement between the parties. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied on by either party. Modifications to this Agreement must be in a writing signed by the party to be changed and no oral understandings shall be binding on the parties hereto.

23.

AGREEMENT TO ARBITRATE – Except as expressly otherwise provided herein, all


claims, disputes, controversies and differences that may arise between the parties concerning this agreement as to the existence, construction, meaning, performance, enforcement, breach, continuance, or termination of this agreement shall be submitted to arbitration by the American Arbitration Association. Any party to a dispute may demand arbitration in writing to the TRAA Secretary, which demand shall include a statement of the matter in controversy. Within ten (10) days after receipt of the copy from the Secretary, the parties to the controversy shall appoint an arbitrator. Within thirty (30) days after appointment, the arbitrator shall determine the matter in controversy pursuant to the procedural rules set forth in the California Code of Civil Procedure Sections 1290 et seq, and the determination shall be binding and final on all parties affected thereby, and may be enforced by legal proceedings. Immediately upon making a determination, the arbitrator shall submit the determination in writing to the Secretary who shall notify all parties affected thereby. All expenses of the arbitrator shall be borne by the losing party.


GOVERNING LAW: _________________ shall obey all laws of the United States of America, State of California, and the City of Turlock, which include but are not limited to obtaining and maintaining all appropriate licenses and permits. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms, conditions, and provisions stated above, on the day and year first referenced hereinabove.

TRAA, a non-profit organization By:_______________________

XXXXXXXXXXXXXXXXX By:_________________________


SECTION 1 COMPANY PROFILE SHEET

Name: ____________________________________________________________________

Address: __________________________________________________________________

Telephone No: _____________________________________________________________

Fax No: ___________________________________________________________________

Contact Person: ____________________________________________________________

Company Type:

______ Individual

______ Partnership

Small Business:

________Yes ________ No

______ Corporation

Minority/Women-Owned/Disadvantaged Business Enterprise: _______Yes _______ No


Federal Tax I.D. No: ______________________________________________________________

SURETY INFORMATION (Name of Insurance Carriers):

General Liability:_________________________________________ Expires:______________

Automobile Liability:______________________________________ Expires:______________

Worker's Compensation:__________________________________ Expires:______________

Product Liability: ________________________________________ Expires:______________

FBO Signature:____________________________________________________________


RFO FBO Agreement