HomeMy WebLinkAboutContract 57553 CSC No.57553
FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Dana Burghdoff, its duly authorized Assistant City Manager, and ML&M Realty Advisors,
LLC ("Vendor"), a domestic limited liability company, and acting by and through Melissa Ehrhardt, its
duly authorized Managing Member each individually referred to as a"party" and collectively referred to
as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Verification of Signature Authority Form; and
4. Exhibit C—Federal Contract Provisions;
5. Exhibit D—Certificate of Insurance
Exhibits A,B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scone of Services.Vendor shall provide real estate appraisal review services for the City
as more specifically described in the attached Exhibit "A," - Scope of Services to this Agreement
("Services"). If any provisions of the attached Scope of Services under Exhibit A of this Agreement conflict
with the terms herein,the terms of this Agreement shall control.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire within thirty days of the Effective Date ("Expiration Date"), unless
terminated earlier in accordance with this Agreement("Term").
3. Compensation. City shall pay Vendor an amount up to Two Thousand Dollars ($2,000)
Dollars under this Agreement. Of that amount,the City shall pay Vendor a one-time,lump sum fee of One
Thousand Four Hundred Dollars ($1,400.00)within thirty days after the Services are complete. Vendor
shall not perform any"additional services"(additional meetings or expert witness testimony as listed under
Exhibit"A")or bill for expenses incurred for such additional services unless City requests and approves in
writing the additional costs for such additional services. City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement,Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees,contractors and subcontractors.Vendor acknowledges that the doctrine of respondeat superior
shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers,
agents,employees,servants,contractors and subcontractors. Vendor further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers,agents,servants,employees or subcontractor of Vendor. Neither Vendor,nor any officers,agents,
servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents,servants,employees or subcontractor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SER VA NIS A ND EMPL 0 YEES, FR OM A ND A GA INS T A NY A ND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PR OPER TY DAMA GE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING O UT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City rants consent to
g g p tY h'g
an assignment,the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which subcontractor shall agree
to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Professional Liability(Errors & Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth ML&M Realty Advisors,LLC
Attn: Dana Burghdoff,Assistant City Manager Melissa Ehrhardt,MAI
200 Texas Street 4420 W.Vickery Blvd., Suite 101
Fort Worth,TX 76102-6314 Fort Worth,Texas 76107
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
I
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications /Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor,their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof, is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due,or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it: (1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification
to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the contract.
31. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2).To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
33. Subordination of AGREEMENT to Certain Agreements with Federal Government;
FAA Approval. This Agreement shall be subordinate in all respects to the provisions of any existing or future
leases or contracts between the City and the United States or any agency thereof which relates to the operation
or maintenance of the Airport,the execution of which has been or may be required as a condition precedent to
the expenditure of federal funds for the development, maintenance, or repair of the Airport. Although this
Agreement shall be and become effective upon the execution hereof by the parties hereto,it shall nevertheless
be subject to approval by the FAA, and the parties hereby covenant and agree to make any modifications or
amendments hereto that may be required to obtain such approval.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
b 8g responsible for the monitoring and administration of
this contract,including ensuring all performance and
By: Dana Burghd off( y 12,2CF21 12:48 CDT) reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: May 12,2022 520
By:
Name: Barbara Goodwin
APPROVAL RECOMMENDED: Title: Real Property Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Roger Venables
Title: Aviation Department Director By:
Name: Thomas R. Hansen
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
By: J ette S.Goodall(May 13,202207 DT)
Name: Jannette S. Goodall �p44n�nn�
Title: City Secretary �pF°FORr.k Odd
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ML&M REALTY ADVISORS,LLC
By:
Name: Melissa Ehrhardt
Title: Managing Member
Date: May 10,2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
IML&mt
REALTY ADVISORS,LLC
4420 W. Vickery Blvd., Suite 101,
Fort Worth, Texas 76107
682-841-1663
May 3, 2022
Mr. Roger Venables
Aviation Systems Director
City of Fort Worth
Meacham International Airport
201 American Concourse,Suite 300
Fort Worth,Texas 76106
RE: Real Estate Appraisal Review Services
Alliance Airport Noise Mitigation Project—Avigation Easement Rights Impact(the"Project')
Dear Mr.Venables:
We are pleased to submit this proposal to provide appraisal review services for you on the above
referenced Project.
This letter details the services we propose to perform in connection with the Project, the pricing at
which the services will be performed, and the assumptions upon which this proposal is based. If the
proposal outlined in this letter is acceptable, we request that you indicate your acceptance of this
proposal by executing this letter agreement in the space provided below.
SCOPE OF SERVICES
In connection with the above referenced Project, ML&M Realty Advisors, LLC shall perform the
following described services:
Real Estate Appraisal Review
Market Value Impact Study—Rivers Edge and Woodland Springs,north and south of Alliance
Airport,Fort Worth,Texas
SCHEDULE
It is anticipated that the Appraisal Review Services outlined above can be completed within a timely
manner once the study is received.
COMPENSATION
As compensation for the performance of the above described services,ML&M Realty Advisors, LLC will
be reimbursed by the City of Fort Worth by payment of$1,400. If additional meetings are required,the
hourly rate at$100 per hour would be charged. If expert witness testimony services are necessary they
would be charged at $200 per hour. An invoice will be sent with each completed appraisal review
report.
City of Fort Worth
c/o Mr.Venables
We sincerely appreciate the opportunity to work with you on this Project. If you concur with the proposal
outlined in this Letter of Agreement, please execute the enclosed extra copy and return it to ML&M
Realty Advisors. Unless otherwise instructed by the Client in writing at the time you return the executed
copy of this Letter Agreement, ML&M will consider the executed Letter Agreement as our notice to
proceed. Please let us know if you have any questions or need any further information.
Respectfully,
ML&M Realty Advisors, LLC
By: r
Melissa Ehrhardt, MAI
ACCEPTANCE
The Client hereby accepts the proposal outlined above and does hereby engage ML&M to perform the
Services described above, on the terms and conditions set forth in the forgoing Letter Agreement. The
Client accepts and agrees to the terms and conditions of the forgoing Letter Agreement.
Client Name: City of Fort Worth
By:
Printed Name:Roger Venables
Title: Aviation Systems Director
Date:
May 11,2022
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor.Vendor will
submit an updated Form within ten(10)business days if there are any changes to the signatory authority. City
is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Melissa Ehrhardt
Position: Managing Member
M u v-�
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title: Managing Member
Date: 5-10-2022
EXHIBIT C
FEDERAL CONTRACT PROVISIONS
FORTWORTH,
City of Fort Worth
Federal Contract Provisions
FCP-1 ACCESS TO RECORDS AND REPORTS
The Contractor must maintain an acceptable cost accounting system.The Contractor agrees to provide the
Owner, the Federal Aviation Administration and the Comptroller General of the United States or any of
their duly authorized representatives access to any books,documents,papers and records of the Contractor
which are directly pertinent to the specific contract for the purpose of making audit,examination,excerpts
and transcriptions. The Contractor agrees to maintain all books, records and reports required under this
contract for a period of not less than three years after final payment is made and all pending matters are
closed.
FCP-2 BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the Contractor may result in the suspension
or termination of this contract or such other action that may be necessary to enforce the rights of the parties
of this agreement.
Owner will provide Contractor written notice that describes the nature of the breach and corrective actions
the Contractor must undertake in order to avoid termination of the contract. Owner reserves the right to
withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to
terminate the contract.The Owner's notice will identify a specific date by which the Contractor must correct
the breach. Owner may proceed with termination of the contract if the Contractor fails to correct the breach
by the deadline indicated in the Owner's notice.
The duties and obligations imposed by the Contract Documents and the rights and remedies available
thereunder are in addition to,and not a limitation of,any duties,obligations,rights and remedies otherwise
imposed or available by law.
FCP-3 GENERAL CIVIL RIGHTS PROVISIONS
The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color,national origin, sex, age,
or disability be excluded fi-om participating in any activity conducted with or benefiting from Federal
assistance.
This provision binds the Contractor and subcontractors from the bid solicitation period through the
completion of the contract.This provision is in addition to that required by Title VI of the Civil Rights Act
of 1964.
i
FCP-4 CIVIL RIGHTS—TITLE VI ASSURANCES COMPLIANCE WITH
NONDISCRIMINATION REQUIREMENTS:
During the performance of this contract,the Contractor,for itself, its assignees, and successors in interest
(hereinafter referred to as the"Contractor"), agrees as follows:
1. Compliance with Regulations: The Contractor(hereinafter includes consultants)will comply
with the Title V1 List of Pertinent Nondiscrimination Acts and Authorities, as they may be
amended from time to time,which are herein incorporated by reference and made a part of this
contract.
Vendor Services Agreement—Exhibit C Page 15 of 30
2. Nondiscrimination: The Contractor, with regard to the work performed by it during the
contract,will not discriminate on the grounds of race,color,or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
The Contractor will not participate directly or indirectly in the discrimination prohibited by the
Nondiscrimination Acts and Authorities, including employment practices when the contract
covers any activity,project, or program set forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding or negotiation made by the Contractor for work
to be performed under a subcontract, including procurements of materials, or leases of
equipment,each potential subcontractor or supplier will be notified by the Contractor of the
Contractor's obligations under this contract and the Nondiscrimination Acts and Authorities
on thegrounds of race,color, or national origin.
4. Information and Reports: The Contractor will provide all information and reports required
by the Acts, the Regulations, and directives issued pursuant thereto and will permit access
to its books, records, accounts, other sources of information, and its facilities as may be
determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts and Authorities and instructions. Where any
information required of a Contractor is in the exclusive possession of another who fails or
refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal
Aviation Administration, as appropriate,and will set forth what efforts it has made to obtain
the information.
5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-
discrimination provisions of this contract,the sponsor will impose such contract sanctions as
it or the Federal Aviation Administration may determine to be appropriate, including, but
not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor complies;
and/or
b. Cancelling,terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant
thereto. The Contractor will take action with respect to any subcontract or procurement as
the sponsor or the Federal Aviation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided,that if the Contractor becomes
involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Contractor may request the sponsor to enter into any litigation to protect the
interests of the sponsor. In addition, the Contractor may request the United States to enter
into the litigation to protect the interests of the United States.
TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES
During the performance of this contract,the Contractor,for itself, its assignees,and successors in interest
(hereinafter referred to as the"Contractor")agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race,color,national origin);
• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
USC
§ 4601)(prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal-aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended
(prohibits discrimination based on race, creed,color,national origin,or sex);
i
• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and {
applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
i
"programs or activities"to include all of the programs or activities of the Federal-aid recipients,
sub-recipients and contractors,whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 —
12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37
and 3 8;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race,color,national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs(70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC 1681 et seq).
FCP-5 CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the
Clean Air Act(42 USC § 740-7671q) and the Federal Water Pollution Control Act as amended(33 USC
1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery.
The Owner assumes responsibility for notifying the Environmental Protection Agency(EPA)and the
Federal Aviation Administration.
Contractor must include this requirement in all subcontracts that exceeds$150,000.
FCP-6 RESERVED
FCP-7 RESERVED
FCP-8 RESERVED
FCP-9 CERTIFICATION OF CONSULTANT REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation,the consultant certifies that neither it nor its principals
are presently debarred or suspended by any Federal department or agency fi•om participation in this
transaction.
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING
DEBARMENT
The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a"covered
transaction", must verify each lower tier participant of a "covered transaction" under the project is not
presently debarred or otherwise disqualified from participation in this federally assisted project. The
successful bidder will accomplish this by:
1. Checking the System for Award Management at website: http://www.sam.gov.
2. Collecting a certification statement similar to the Certification of Offerer/Bidder Regarding
Debarment,above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a
higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,
the FAA may pursue any available remedies, including suspension and debarment of the non-compliant
participant.
FCP-10 DISADVANTAGED BUSINESS ENTERPRISES
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex
in the performance of this contract.The Contractor shall carry out applicable requirements of 49 CFR part
26 in the award and administration of Department of Transportation-assisted contracts. Failure by the
Contractor to carry out these requirements is a material breach of this contract, which may result in the
termination of this contract or such other remedy as the Owner deems appropriate, which may include,
but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non-responsible.
The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than [specify number]days from the receipt of each payment the prime
contractor receives from [Name of recipient]. The prime contractor agrees further to return retainage
payments to each subcontractor within [specify the same number as above] days after the subcontractor's
work is satisfactorily completed.Any delay or postponement of payment from the above referenced time
frame may occur only for good cause following written approval of the [Name of Recipient].This clause
applies to both DBE and non-DBE subcontractors.
FCP-11 TEXTING WHEN DRIVING
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While
Driving", (10/1/2009) and DOT Order 3902.10, "Text Messaging While Driving", (12/30/2009), the
Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety
policies that decrease crashes by distracted drivers,including policies to ban text messaging while driving
when performing work related to a grant or subgrant.
In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for
its employees and other work personnel that decrease crashes by distracted drivers,including policies that
ban text messaging while driving motor vehicles while performing work activities associated with the
project.The Contractor must include the substance of this clause in all sub-tier contracts exceeding$3,500
that involve driving a motor vehicle in performance of work activities associated with the project.
FCP-12 ENERGY CONSERVATION REQUIREMENTS
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy
efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act(42 USC 6201et seq).
FCP-13 EQUAL OPPORTUNITY CLAUSE
I
During the performance of this contract,the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Contractor will take affirmative action to
ensure that applicants are employed,and that employees are treated during employment,without
regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion,or transfer;recruitment or recruitment advertising; layoff,or termination;rates of pay
or other forms of compensation; and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available to employees and applicants for
employment,notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color,religion, sex, or national origin.
(3) The Contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers'representatives of the Contractor's commitments under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(4) The Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules,regulations, and relevant orders of the Secretary of Labor.
(5) The Contractor will furnish all information and reports required by Executive Order I t246 of
September 24, 1965,and by rules,regulations,and orders of the Secretary of Labor,or pursuant
thereto, and will permit access to his books,records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(7) The Contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1)through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section
204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided,however, that in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
FCP-14 STANDARD FEDERAL EQUAL EMPLOYMENT
OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS
1. As used in these specifications:
a. "Covered area"means the geographical area described in the solicitation from which this
contract resulted;
b. "Director" means Director, Office of Federal Contract Compliance Programs (OFCCP),
U.S. Department of Labor,or any person to whom the Director delegates authority;
c. "Employer identification number" means the Federal social security number used on the
Employer's Quarterly Federal Tax Return,U.S. Treasury Department Form 941;
d. "Minority" includes:
(1) Black (all persons having origins in any of the Black African racial groups not of
Hispanic origin);
(2) Hispanic (all persons of Mexican,Puerto Rican, Cuban, Central or South American,
or other Spanish culture or origin regardless of race);
(3) Asian and Pacific Islander(all persons having origins in any of the original peoples
of the Far East, Southeast Asia,the Indian Subcontinent, or the Pacific Islands); and
(4) American Indian or Alaskan native (all persons having origins in any of the original
peoples of North America and maintaining identifiable tribal affiliations through
membership and participation or community identification).
2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work
involving any construction trade, it shall physically include in each subcontract in excess
of
$10,000 the provisions of these specifications and the Notice which contains the applicable goals for
minority and female participation and which is set forth in the solicitations from which this contract
resulted.
3. If the Contractor is participating (pursuant to 41 CFR part 60-4.5) in a Hometown Plan
approved by the U.S.Department of Labor in the covered area either individually or through an
association, its affirmative action obligations on all work in the Plan area(including goals and
timetables) shall be in accordance with that Plan for those trades which have unions
participating in the Plan. Contractors shall be able to demonstrate their participation in and
compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor
participating in an approved plan is individually required to comply with its obligations under
the EEO clause and to make a good faith effort to achieve each goal under the Plan in each
trade in which it has employees. The overall good faith performance by other contractors or
subcontractors toward a goal in an approved Plan does not excuse any covered contractor's or
subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables.
4. The Contractor shall implement the specific affirmative action standards provided in
paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from
which this contract resulted are expressed as percentages of the total hours of employment and
training of minority and female utilization the Contractor should reasonably be able to achieve
in each construction trade in which it has employees in the covered area. Covered construction
contractors performing construction work in a geographical area where they do not have a
Federal or federally assisted construction contract shall apply the minority and female goals
established for the geographical area where the work is being performed. Goals are published
periodically in the Federal Register in notice form,and such notices may be obtained from any
Office of Federal Contract Compliance Programs office or from Federal procurement
contracting officers. The Contractor is expected to make substantially uniform progress in
meeting its goals in each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement nor the failure by a union with
whom the Contractor has a collective bargaining agreement to refer either minorities or women
shall excuse the Contractor's obligations under these specifications, Executive Order 11246,
or the regulations promulgated pursuant thereto.
6. In order for the non-working training hours of apprentices and trainees to be counted in meeting
the goals,such apprentices and trainees shall be employed by the Contractor during the training
period and the Contractor shall have made a commitment to employ the apprentices and
trainees at the completion of their training, subject to the availability of employment
opportunities. Trainees shall be trained pursuant to training programs approved by the U.S.
Department of Labor.
7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity.
The evaluation of the Contractor's compliance with these specifications shall be based upon
its effort to achieve maximum results from its actions. The Contractor shall document these
efforts fully and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment,intimidation,and coercion
at all sites, and in all facilities at which the Contractor's employees are assigned to work.
The Contractor, where possible, will assign two or more women to each construction
project. The Contractor shall specifically ensure that all foremen, superintendents, and
other onsite supervisory personnel are aware of and carry out the Contractor's obligation to
maintain such a working environment, with specific attention to minority or female
individuals working at such sites or in such facilities.
b. Establish and maintain a current list of minority and female recruitment sources, provide
written notification to minority and female recruitment sources and to community
organizations when the Contractor or its unions have employment opportunities available,
and maintain a record of the organizations' responses.
c. Maintain a current file of the names, addresses, and telephone numbers of each minority
and female off-the-street applicant and minority or female referral from a union, a
recruitment source,or community organization and of what action was taken with respect
to each such individual. If such individual was sent to the union hiring hall for referral and
was not referred back to the Contractor by the union or, if referred, not employed by the
Contractor, this shall be documented in the file with the reason therefore along with
whatever additional actions the Contractor may have taken.
d. Provide immediate written notification to the Director when the union or unions with which
the Contractor has a collective bargaining agreement has not referred to the Contractor a
minority person or female sent by the Contractor, or when the Contractor has other
information that the union referral process has impeded the Contractor's efforts to meet its
obligations.
e. Develop on-the-job training opportunities and/or participate in training programs for the
area which expressly include minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to the Contractor's employment needs,
especially those programs funded or approved by the Department of Labor.The Contractor
f shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and
training programs and requesting their cooperation in assisting the Contractor in meeting
its EEO obligations; by including it in any policy manual and collective bargaining
agreement; by publicizing it in the company newspaper, annual report, etc.; by specific
review of the policy with all management personnel and with all minority and female
employees at least once a year; and by posting the company EEO policy on bulletin boards
accessible to all employees at each location where construction work is performed.
g. Review, at least annually, the company's EEO policy and affirmative action obligations
under these specifications with all employees having any responsibility for hiring,
assignment, layoff,termination, or other employment decisions, including specific review
of these items, with onsite supervisory personnel such superintendents, general foremen,
etc., prior to the initiation of construction work at any job site. A written record shall be
made and maintained identifying the time and place of these meetings, persons attending,
subject matter discussed, and disposition of the subject matter.
h. Disseminate the Contractor's EEO policy externally by including it in any advertising in
the news media, specifically including minority and female news media, and providing
written notification to and discussing the Contractor's EEO policy with other contractors
and subcontractors with whom the Contractor does or anticipates doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female, and community
organizations, to schools with minority and female students; and to minority and female
recruitment and training organizations serving the Contractor's recruitment area and
employment needs. Not later than one month prior to the date for the acceptance of
applications for apprenticeship or other training by any recruitment source,the Contractor
shall send written notification to organizations,such as the above,describing the openings,
screening procedures, and tests to be used in the selection process.
j. Encourage present minority and female employees to recruit other minority persons and
women and,where reasonable,provide after school,summer, and vacation employment to
minority and female youth both on the site and in other areas of a contractor's workforce.
k. Validate all tests and other selection requirements where there is an obligation to do so
under 41 CFR part 60-3.
1. Conduct, at least annually, an inventory and evaluation at least of all minority and female
personnel, for promotional opportunities and encourage these employees to seek or to
prepare for,through appropriate training, etc., such opportunities.
in. Ensure that seniority practices,job classifications,work assignments, and other personnel
practices do not have a discriminatory effect by continually monitoring all personnel and
employment related activities to ensure that the EEO policy and the Contractor's
obligations under these specifications are being carried out.
n. Ensure that all facilities and company activities are non-segregated except that separate or
single user toilet and necessary changing facilities shall be provided to assure privacy
between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority
and female construction contractors and suppliers, including circulation of solicitations to
minority and female contractor associations and other business associations.
p. Conduct a review,at least annually,of all supervisor's adherence to and performance under
the Contractor's EEO policies and affirmative action obligations.
8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling
one or more of their affirmative action obligations(7a through 7p). The efforts of a contractor
association,joint contractor union,contractor community,or other similar groups of which the
Contractor is a member and participant may be asserted as fulfilling any one or more of its
obligations under 7a through 7p of these specifications provided that the Contractor actively
participates in the group, makes every effort to assure that the group has a positive impact on
the employment of minorities and women in the industry,ensures that the concrete benefits of
the program are reflected in the Contractor's minority and female workforce participation,
makes a good faith effort to meet its individual goals and timetables, and can provide access
to documentation which demonstrates the effectiveness of actions taken on behalf of the
Contractor.The obligation to comply,however,is the Contractor's and failure of such a group
to fulfill an obligation shall not be a defense for the Contractor's noncompliance.
9. A single goal for minorities and a separate single goal for women have been established. The
Contractor, however, is required to provide equal employment opportunity and to take
affirmative action for all minority groups,both male and female,and all women,both minority
and non-minority.Consequently,if the particular group is employed in a substantially disparate
manner(for example,even though the Contractor has achieved its goals for women generally),
the Contractor may be in violation of the Executive Order if a specific minoritygroup of women
is underutilized.
10. The Contractor shall not use the goals and timetables or affirmative action standards to
discriminate against any person because of race, color,religion, sex, or national origin.
11. The Contractor shall not enter into any subcontract with any person or firm debarred from
Government contracts pursuant to Executive Order 11246.
12. The Contractor shall carry out such sanctions and penalties for violation of these specifications II�
and of the Equal Opportunity Clause, including suspension, termination, and cancellation of
existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as
amended, and its implementing regulations, by the Office of Federal Contract Compliance
Programs. Any contractor who fails to carry out such sanctions and penalties shall be in
violation of these specifications and Executive Order 11246, as amended.
13. The Contractor,in fulfilling its obligations under these specifications,shall implement specific
affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of
these specifications, so as to achieve maximum results from its efforts to ensure equal
employment opportunity. If the Contractor fails to comply with the requirements of the
Executive Order, the implementing regulations, or these specifications, the Director shall
proceed in accordance with 41 CFR part 60-4.8.
14, The Contractor shall designate a responsible official to monitor all employment related activity
to ensure that the company EEO policy is being carried out, to submit reports relating to the
provisions hereof as may be required by the Government, and to keep records. Records shall
at least include for each employee,the name, address, telephone number, construction trade,
union affiliation if any, employee identification number when assigned, social security
number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of
changes in status, hours worked per week in the indicated trade, rate of pay, and locations at
which the work was performed. Records shall be maintained in an easily understandable and
retrievable form; however, to the degree that existing records satisfy this requirement,
contractors shall not be required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of other laws
which establish different standards of compliance or upon the application of requirements for
the hiring of local or other area residents(e.g.those under the Public Works Employment Act
of 1977 and the Community Development Block Grant Program).
FCP-15 SOLICITATION CLAUSE
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions
of 29 CFR part 201,the Federal Fair Labor Standards Act(FLSA),with the same force and effect as if
given in full text.The FLSA sets minimum wage,overtime pay,recordkeeping,and child labor standards
for full and part-time workers. The Consultant has full responsibility to monitor compliance to the
referenced statute or regulation.The Consultant must address any claims or disputes that arise from this
requirement directly with the U.S. Department of Labor—Wage and Hour Division.
FCP-16 CERTIFICATION REGARDING LOBBYING
The Bidder or Offeror certifies by signing and submitting this bid or proposal,to the best of his or her
knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid,by or on behalf of the Bidder or
Offeror,to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of
any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all sub-awards at all tiers(including subcontracts,subgrants,and contracts under
grants,loans,and cooperative agreements)and that all sub-recipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into.Submission of this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
FCP-17 PROIIIBITION OF SEGREGATED FACILITIES
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments,and that it does not and will not permit its employees
to perform their services at any location under its control where segregated facilities are
maintained. The Contractor agrees that a breach of this clause is a violation of the Equal
Employment Opportunity clause in this contract.
(b) "Segregated facilities,"as used in this clause,means any waiting rooms,work areas,rest rooms and
wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation,
and housing facilities provided for employees that are segregated by explicit directive or are in fact
segregated on the basis of race, color, religion, sex, or national origin because of written or oral
policies or employee custom. The term does not include separate or single-user rest rooms or
necessary dressing or sleeping areas provided to assure privacy between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to
the Equal Employment Opportunity clause of this contract.
FCP-18 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements
of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide
a work environment that is free from recognized hazards that may cause death or serious physical harm
to the employee. The employer retains full responsibility to monitor its compliance and their
subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act
of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain to a
referenced requirement directly with the U.S. Department of Labor—Occupational Safety and Health
Administration.
FCP-19 CERTIFICATION OF OFFERERBIDDER REGARDING TAX DELINQUENCY
AND FELONY CONVICTIONS
The contractor must complete the following two certification statements. The contractor must
indicate its current status as it relates to tax delinquency and felony conviction by inserting a
checkmark ( ) in the space following the applicable response. The contractor agrees that, if j
awarded a contract resulting from this solicitation, it will incorporate this provision for
certification in all lower tier subcontracts.
Certifications
The consultant represents that it is ( ) is not ( )a corporation that has any unpaid Federal tax
liability that has been assessed,for which all judicial and administrative remedies have been
exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an
agreement with the authority responsible for collecting the tax liability.
1) The consultant represents that it is ( ) is not( ) is not a corporation that was convicted of a
criminal violation under any Federal law within the preceding 24 months.
Note
If an Contractor responds in the affirmative to either of the above representations, the Contractor is
ineligible to receive an award unless the sponsor has received notification from the agency suspension
and debarment official(SDO) that the SDO has considered suspension or debarment and determined
that further action is not required to protect the Government' s interests.The Contractor therefore must
provide information to the owner about its tax liability or conviction to the Owner, who will then
notify the FAA Airpolts District Office, which will then notify the agency's SDO to facilitate
completion of the required considerations before award decisions are made.
Term Definitions
Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24)
months of a felony criminal violation under any Federal law and includes conviction of an offense
defined in a section of the U.S. code that specifically classifies the offense as a felony and
conviction of an offense that is classified as a felony under 18 U.S.C. § 3559.
Tax Delinquency:A tax delinquency is any unpaid Federal tax liability that has been assessed,for
which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not
being paid in a timely manner pursuant to an agreement with the authority responsible for
collecting the tax liability.
FCP-20 TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES)
The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and
without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as
explicitly directed by the Owner,the Contractor must immediately discontinue all services affected.Upon
termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models,
drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and
materials prepared by the Contractor under this contract, whether complete or partially complete. Owner
agrees to make just and equitable compensation to the Consultant for work completed in accordance with
this Agreement through the date the Consultant receives the termination. Compensation will not include
anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors
or omissions in documents that are incomplete as a result of the termination action under this clause.
FCP-21 TERMINATION FOR DEFAULT (PROFESSIONAL SERVICES)
Either parry may terminate this Agreement for cause if the other party fails to fulfill its obligations that are
essential to the completion of the work per the terms and conditions of the Agreement. The party initiating
the termination action must allow the breaching party an opportunity to dispute or cure the breach. The
terminatinga must provide the breaching a [71 days advance written notice of its intent to terminate
party p g party Y
the Agreement. The notice must specify the nature and extent of the breach,the conditions Guidelines for
Contract Provisions for Obligated Sponsors and Airport Improvement Program Projects Issued on June 19,
2018 Page 67 necessary to cure the breach,and the effective date of the termination action.The rights and
remedies in this clause are in addition to any other rights and remedies provided by law or under this
agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for
the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by
Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the
Project; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. j
Upon receipt of the notice of termination,the Consultant must immediately discontinue all services affected
unless the notice directs otherwise.Upon termination of the Agreement,the Consultant must deliver to the
Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates,
summaries, and other documents and materials prepared by the Contractor under this contract, whether
complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant
for satisfactory work completed up through the date the Consultant receives the termination notice.
Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold
Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination
action under this clause.If,after finalization of the termination action,the Owner determines the Consultant
was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the
Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The
Consultant may terminate this Agreement in whole or in part, if the.Owner: 1. Defaults on its obligations
under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this
Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the
Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with
Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner
and Consultant cannot reach mutual agreement on the termination settlement,the Consultant may,without
prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement
based upon the Owner's breach of the contract. In the event of termination due to Owner breach, the
Contractor is entitled to invoice Owner and to receive full payment for all services performed or furnished
in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant
through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or
omissions in documents that are incomplete as a result of the termination action under this clause.
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FCP-22 TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract,the Offeror—
1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries
that discriminate against U.S. firms as published by the Office of the United States Trade Representative
(USTR);
2)has not knowingly entered into any contract or subcontract for this project with a person that is a citizen
or national of a foreign country included on the list of countries that discriminate against U.S. firms as
published by the USTR; and
3)has not entered into any subcontract for any product to be used on the Federal project that is produced
in a foreign country included on the list of countries that discriminate against U.S. firms published by the
USTR.
This certification concerns a matter within the jurisdiction of an agency of the United States of America
and the making of a false,fictitious,or fraudulent certification may render the maker subject to prosecution
under Title 18 USC Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has become
erroneous by reason of changed circumstances. The Contractor must require subcontractors provide
immediate written notice to the Contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49
CFR 30.17, no contract shall be awarded to an Offeror or subcontractor:
1)who is owned or controlled by one or more citizens or nationals of a foreign country included on the list
of countries that discriminate against U.S. firms published by the USTR or
2)whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country
on such USTR list or
3)who incorporates in the public works project any product of a foreign country on such USTR list.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render, in good faith,the certification required by this provision. The knowledge and information
of a contractor is not required to exceed that which is normally possessed by a prudent person in the
ordinary course of business dealings.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in all lower tier subcontracts. The Contractor may rely on
the certification of a prospective subcontractor that it is not a firm from a foreign country included on the
list of countries that discriminate against U.S. firms as published by USTR, unless the Offeror has
knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an
award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous
certification,the Federal Aviation Administration(FAA)may direct through the Owner cancellation of the
contract or subcontract for default at no cost to the Owner or the FAA.
FCP-23 VETERAN'S PREFERENCE
In the employment of labor (excluding executive, administrative, and supervisory positions), the
Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title
49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf
veterans,Afghanistan-Iraq war veterans,disabled veterans,and small business concerns(as defined by
15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are
covered veterans readily available and qualified to perform the work to which the employment relates.
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