HomeMy WebLinkAboutContract 36104 (2) ' CITY SECRETARYSJ()�,[
CONTRACT NO.
SERVICE AGREEMENT
This SERVICE AGREEMENT ("Agreement") is made and entered into by and between the CITY
OF FORT WORTH ("City" or "Sponsor"), a home rule municipal corporation situated in portions of
Tarrant, Denton and Wise Counties, Texas, and ROBINSON AVIATION (RVA), INC. ("RVA" or
"Contractor"), a Virginia Corporation authorized to do business in the state of Texas, collectively referred
to as the"parties."
RECITALS:
WHEREAS, the Contractor is scheduled to begin operating the control tower at the Fort Worth
Spinks International Airport ("Airport") under its Contract #DTFAWA-05-C-00004 ("Contract") with the
Federal Aviation Administration ("FAA") effective beginning 9124/2007; and
WHEREAS, Contractor in carrying out its agreement with the FAA to provide air traffic control
services at the Airport, desires to enter into an agreement with City for the City to fund a portion of the air
traffic control services under the FAA Cost Share Program ("Program") and thereby ensure full funding of
continued operations of the control tower at the Airport; and
WHEREAS, City is willing to enter into such an agreement.
AGREEMENT
NOW, THEREFORE, in the consideration of the terms, conditions and covenants set forth herein,
it is mutually agreed as follows:
1. SCOPE OF SERIIICES.
Contractor shall provide air traffic control services at Airport as specified in its agreement with
the FAA. In addition to other termination rights provided herein, this Agreement will terminate in its
entirety concurrently with the Contractor's Agreement with the FAA.
2. TERM.
This Agreement shall commence on September 26, 2007 and expire on September 30, 2008
("Initial Term"), and continue on a month-to-month basis thereafter until terminated as provided herein or
by either party upon thirty (30)days written notice.
3. COMPENSATION.
In accordance with its cost-sharing agreement with the FAA, Sponsor shall pay Contractor
$9,760 per month for the period September 26, 2007 through September 30, 2007. Subject to section
4.2 herein, the City shall pay the adjusted price of $10,732.00 for the period of October 1, 2007 through
September 30, 2008 in accordance with approved FAA pay rate changes. This amount may be adjusted
from time to time, as approved by the FAA, to cover increases or decreases in Contractor's approved
operating costs including, but not limited to, its labor costs. Contractor shall endeavor to provide to the
Sponsor as much advance notice as possible when adjustments to costs are expected. Contractor shall
invoice Sponsor on a monthly basis. Invoices shall be payable to Contractor within 30 days of receipt.
Failure to pay any portion of any invoice may result in an immediate termination of se c _ or,s�e r
understands that annual price changes in accordance with Contractor's Agreement wit 1 i�31 PAA ar,
effective October 1 st of each year; accordingly, the amount due under this agreeme it wr ill change P;,'15
effective October 15t of each year. Price changes may not be approved by the FAA in tirn B to accurately`
Service Agreement—Spinks Airport
City of Fort Worth!Robinson Aviation(RVA), Inc.
Page 1 of 6
bill for services rendered after October 1st; both parties agree that such price changes will be
communicated as soon as possible after FAA approval and that any price adjustments (negative/positive)
will be effective retroactive to October 1St
4. TERMINATION.
In addition to the termination provisions set forth in Sections 1 and 2 of this Agreement, the following rights
of termination shall exist:
4.1. Termination for Breach.
If either party commits any breach or default under this Agreement, other than Sponsor's
failure to pay the monthly fee, the other party shall deliver written notice to the breaching party
specifying the nature of such breach or default. The breaching party shall have thirty (30)
calendar days folllowing such written notice to cure, adjust or correct the breach. If the breaching
party fails to cure the breach or default within such time period, the other party shall have the
right to terminate this Agreement immediately.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period, during the initial term or thereafter, for any payments due hereunder, City will notify
Contractor 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 the City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds shall
have been appropriated; provided, however, that Parties expressly agree Contractor will be paid
in full for all services rendered through the date of termination.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Contractor for services actually rendered up to the effective date of termination and
Contractor shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any
existing or potential conflicts of interest related to Contractor's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby
agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers,
agents and employees, further agrees that, subject to FAA rules and regulations, it shall treat all
information provided to it by the City as confidential and shall not disclose any such information to a third
party without the prior written approval of the City. Contractor 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. Contractor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised.
6. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor
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. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
Service Agreement—Spinks Airport
City of Fort Worth/Robinson Aviation(RVA), Inc.
Page 2 of 6
between the City, its officers, agents, servants and employees, and Contractor, its officers, agents,
employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Contractor.
7. INSURANCE.
Pursuant to Section H.31 of the Contract, the FAA will procure aviation operations insurance
coverage for the purposes of services provided under the Contract. This Government furnished insurance
(GFI) will provide $10,000,000 coverage per occurrence with no aggregate limit. Contractor agrees to
notify the aviation operations insurance carrier as referenced in Section H.31 that the City desires to be
listed as an additional insured under that policy. Contractor further agrees to comply with all insurance
requirements stipulated in Section H.33 of its Contract with the FAA and procure and maintain, for the life
of the Contract, Employer's Liability insurance in an amount not less than $100,000 and Worker's
Compensation insurance in the amount required by law.
8. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Contractor under which the assignee
agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City
grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Contractor under this Agreement as such duties and obligations may apply. The
Contractor shall provide the City with a fully executed copy of any such subcontract.
9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or
regulations, Contractor shall immediately desist from and correct the violation.
10. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor, its personal representatives, assigns, subcontractors or
successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
11. 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 The CITY: To CONTRACTOR:
Ryan Cox Robinson Aviation (RVA), Inc.
13451 Wing Way, Ste 109 1601 Northwest Expressway, Ste 850
Burleson, TX 76028 Oklahoma City, OK 73118
Fax: (817) 447-8334 Fax: 405-840-3772
Service Agreement—Spinks Airport
City of Fort Worth/Robinson Aviation(RVA), Inc.
Page 3 of 6
12. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
13. NO WAIVER.
The failure of the City or Contractor 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 the City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of 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.
15. 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.
16. FORCE MAJEURE.
The City and Contractor 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 (force majeure),
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.
17. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
18. REVIEW OF COUNSEL.
The parties acknowledge that each party and/or 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 hereto.
19. AMENDMENTS/MODIFICATIONS/EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
20. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or
Service Agreement—Spinks Airport
City of Fort Worth/Robinson Aviation(RVA), Inc.
Page 4 of 6
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
I I N SS WHEREOF, the parties hereto have executed this Agreement in multiples this j day of
2007.
CITY OF FORT WORTH: ROBINSON AVIATION (RVA), INC:
By: By:
Marc A. ame: �,r-LAVyi5iN*Le4AJ
Assistant ity Manager Atle:
C,Fo J vP/ Ad
Date: �/�?�'� Date: /0• /5•a-Wj
$ I: TJI)
ATT T: \
By: By:
Marty Hendrix
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Malesh B. Farmer
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: G-15886
Date Approved: 9/25/07
Service Agreement—Spinks Airport
Aviation RVA Inc.City of Fort Worth/Robinson A ( ),
Page 5 of 6
I
STATE OFIQ�� §
COUNTY OFQ N0I*4 §
BEFORE ME,;he undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeare41Q2&2uailti.Jtt dradgJknown to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of Robinson Aviation
(RVA), Inc., and that she executed the same as the act of Robinson Aviation (RVA), Inc., for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 16 day of 7060-2007.
otary PulJYc A and for the State _
Seal �^ ,
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Marc A. Ott, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and
that he executed the same as the act of said City of Fort Worth for the purposes and consideration
therein expressed and in the capacity therein stated.
�j
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 0 day of �
200_1.
o u Ic In for the State of Texas
HEME LANE
Seal My COMMISSION EXPIRES
Service Agreement—Spinks Airport
City of Fort Worth/Robinson Aviation(RVA), Inc.
Page 2 of 6
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/25/2007
DATE: Tuesday, September 25, 2007
LOG NAME: 55RVA COST SHAR REFERENCE NO.: G-15886
SUBJECT:
Authorize Application and Accept, if Offered, a Cost Share Agreement with the Federal Aviation
Administration Contract Tower Program for Partial Funding of Air Traffic Control Services and
Authorize Execution of a Contract with Robinson Aviation, Inc., at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Apply for and accept, if offered, a cost share agreement with the Federal Aviation Administration
for partial funding of the Air Traffic Control Services at Fort Worth Spinks Airport; and
2. Authorize execution of a contract with Robinson Aviation, Inc., in an estimated amount of $128,784
annually from the Municipal Airports Fund for the operation of Air Traffic Control Services at Fort Worth
Spinks Airport.
DISCU S, ION:
The City currently operates the Air Traffic Control (ATC) Services at Fort Worth Spinks Airport. Under the
proposed cost share agreement, the Federal Aviation Administration (FAA) and the City would share the
cost of outsourcing the ATC services to a contractor. Based on a recent cost benefit analysis by the FAA, it
was concluded the FAA would pay 74 percent of the cost of the contract. The City will pay the remaining 26
percent with the potential of 100 percent funding in the future based on the annual operations of the
Airport.
The FAA currently contracts with Robinson Aviation, Inc., (RVA) for ATC services in the Southwest
Region. Upon approval by the FAA for entry into the FAA Control Tower Program, the Aviation department
along with the FAA will enter into a contract with RVA totaling $495,325.00. The City's 26 percent of the
contract will be an estimated amount of $128,784 annually. The term of the contract will be for one year
beginning September 26, 2007 ending September 25, 2008. After September 25, 2008, the contract will be
renewed on an annual basis.
The FAA Contract Tower Program, which began in 1982, allows the FAA to contract ATC Services to the
private sector at visual flight rule (VFR) airports. The primary advantages of this program are enhanced
safety, improved ATC services and significant VFR ATC cost savings to FAA. Currently, 226 smaller
airports participate in the program, representing 45 percent of all control towers in the U.S. In addition, the
FAA contracts out approximately 25 percent of control tower aircraft operations for about 10 percent of the
FAA's budget to operate all control towers in the U.S.
Renewal Options - This contract may be renewed annually without specific City Council approval provided
funds are sufficiently appropriated to satisfy the City's obligation during the renewal period.
The property is located in COUNCIL DISTRICT 8.
Logname: 55RVA COST SHAR Page 1 of 2
FISCALINFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the FY07-08 operating budget of the Municipal
Airport Fund.
TO Fun d/Account/C nter FROM Fund/Account/Centers
2)PE40 539120 0551000 $128,784.00
Submitted for City Manager's Office by_ Marc A. Ott(8476)
Originating Department Head: Tom Higgins (Acting) (5403)
Additional Information Contact: Angie Highland (5402)
Logname: 55RVA COST SHAR Page 2 of 2