HomeMy WebLinkAboutContract 55170 City Secretary Contract No. 55170
FORT WORTH,
""%I
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 Fernando Costa,its duly authorized Assistant City Manager,and ABS Aviation Consultancy,
Inc. ("Consultant"), a foreign for-profit Corporation, acting by and through Michael Hodges, its duly
authorized President and CEO,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 Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
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. Scope of Services.Consultant will provide City with policy,rate and fee analysis services
for the City's Aviation Department. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire upon January 31, 2022 or at the completion of all services under this
Agreement, whichever comes first ("Expiration Date"), unless terminated earlier in accordance with this
Agreement("Term").
3. Compensation.
3.1 Fee. City shall pay Consultant in accordance with the provisions of this Agreement
and Exhibit "B,"— Price Schedule. Total payment made under this Agreement shall be in an
amount not to exceed Seventy Eight Thousand and Five Hundred Dollars ($78,500.00).
Consultant shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City shall not be liable for any additional expenses of Consultant not specified by
Professional Services Agreement
Between the City of Fort Worth and OFFICIAL RECORD
ABS Aviation Consultancy,Inc. CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
this Agreement unless City first approves such expenses in writing.
3.2 Reimbursable Expenses: In addition to any fee due under subsection 3.1
and in accordance with Exhibit B of this Agreement, the City shall reimburse Consultant
for expenses incurred however all such expenses must be approved by the City in advance
and shall not exceed Five Thousand Dollars($5,000.00). Further,these expenses must be
for Consultant travel (such as airfare, lodging, personal car mileage, and a limited per
diem),(collectively"Reimbursable Expenses"). Personal car mileage will be billed at rates
not to exceed standard IRS business mileage rates in effect at the time of travel. The
Consultant shall provide the City with a listing of expenses by category of expense on each
invoice submitted to the City.
3.3 Invoices. Each invoice shall reference the applicable phase of work in
which compensation is requested as listed in Exhibit A of this Agreement. Any
Reimbursable Expenses must be included on each invoice and shown as a separate figure
on the invoice. In submitting invoices, Consultant shall provide copies of receipts for all
Reimbursable Expenses incurred under subsection 3.2 and shall reference the appropriate
phase of work in which Reimbursable Expenses were incurred. If the City requires
additional reasonable information, it shall request the same promptly after receiving the
above information and the Consultant shall provide such additional reasonable information
to the extent the same is available.
Consultant shall request payment of fees and Reimbursable Expenses by submitting an
invoice to the City of Fort Worth Aviation Department,
aviationinvoices@fortworthtexas.gov. Attn: Erin Roden at 201 American Concourse,
Suite 330, Fort Worth, TX 76106. Invoices are due and payable within thirty(30)days
of receipt.
On full and final completion of the Services under Exhibit A, the Consultant shall submit
a final invoice if necessary; including any unpaid reimbursable expenses pursuant to
subsection 3.2 and City shall pay any balance due within 30 days of receipt of such invoice.
In the event of a disputed or contested billing, only the portion being contested will be
withheld from payment, and the undisputed portion will be paid. City will exercise
reasonableness in contesting any bill or portion thereof. No interest will accrue on any
contested portion of the billing until the contest has been mutually resolved. Additionally,
City is not liable to Consultant for attorney's fees incurred in collection of any disputed or
contested charges.
For contested billings,the City shall make payment in full to Consultant within 60 days of
the date the contested matter is resolved. If City fails to make such payment, Consultant
may, after giving 7 days' written notice to City, suspend services under this Agreement
until paid in full, including interest calculated from the date the billing contest was
resolved. In the event of suspension of services, Consultant shall have no liability to City
for delays or damages caused to City because of such suspension of services.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 2 of 15
City Secretary Contract No.
4. Termination.
4.1. Written Notice. City or Consultant 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
Consultant 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 Consultant for services actually rendered up
to the effective date of termination and Consultant 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, Consultant shall provide City with copies of
all completed or partially completed documents prepared under this Agreement. In the event
Consultant has received access to City Information or data as a requirement to perform services
hereunder, Consultant 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. Consultant hereby warrants to City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to
City in writing.
5.2 Confidential Information. Consultant, 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. Consultant 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. Consultant 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, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 3 of 15
City Secretary Contract No.
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. Consultant 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 Consultant involving transactions
relating to this Agreement at no additional cost to City.Consultant agrees that City shall have access during
normal working hours to all necessary Consultant 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
Consultant reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant 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,Consultant 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, Consultants and sub-Consultants. Consultant acknowledges that the doctrine of
respondent superior shall not apply as between City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, Consultants and sub-Consultants. Consultant further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Consultant. It is further understood that City shall in no way be considered a Co-employer or a
Joint employer of Consultant or any officers,agents, servants, employees or sub-Consultant of Consultant.
Neither Consultant,nor any officers, agents, servants, employees or sub-Consultant of Consultant shall be
entitled to any employment benefits from City. Consultant 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
sub-Consultant.
8. Liability and Indemnification.
8.1 LIABILITY-CONSULTANT 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
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT
OF OR IN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 4 of 15
City Secretary Contract No.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant 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 Consultant bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Consultant 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 Consultant 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, Consultant shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Consultant 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 Consultant'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,Consultant 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 Consultant terminate this Agreement, and refund all amounts paid to Consultant by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assienment and Subcontractine.
9.1 Assianment. Consultant shall not assign or subcontract any of its duties,
obligations or rights under this Agreement without the prior written consent of City. If City grants
consent to an assignment,the assignee shall execute a written agreement with City and Consultant
under which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under
this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Consultant shall execute
a written agreement with Consultant referencing this Agreement under which sub Consultant shall
agree to be bound by the duties and obligations of Consultant under this Agreement as such duties
and obligations may apply. Consultant shall provide City with a fully executed copy of any such
subcontract.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 5 of 15
City Secretary Contract No.
10. Insurance. Consultant 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 Coverage and Limits
(a) Commercial General Liability:
$2,000,000- Each Occurrence
$4,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Consultant, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Consultant warrants and represents that it has no employees and that the
President and CEO is a sole member and therefore the workers
compensation insurance requirements are removed from this Agreement.
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$2,000,000 - 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.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 6 of 15
City Secretary Contract No.
(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 Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Consultant 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 Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall
immediately desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives,
assigns, sub-Consultants and successors in interest, as part of the consideration herein, agrees that in the
performance of Consultant'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 CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB-CONSULTANTS
OR SUCCESSORS IN INTEREST, CONSULTANT 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 CONSULTANT:
City of Fort Worth ABS Aviation Consultancy, Inc.
Attn: Fernando Costa,Assistant City Manager Michael A. Hodges,MAI,President/CEO
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 7 of 15
City Secretary Contract No.
200 Texas Street 131 Hollybrook Drive
Fort Worth, TX 76102-6314 Flat Rock,NC 28731-8593
Facsimile: (817)392-8654 Facsimile: (813)200-1014
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Consultant 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,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Consultant 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 Consultant'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 Consultant will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with this Agreement.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 8 of 15
City Secretary Contract No.
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 Consultant,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. Consultant 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 Consultant's
option, Consultant 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 Consultant for the
nonconforming services.
26. Immigration Nationality Act. Consultant 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, Consultant shall provide City with copies of all
1-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Consultant 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 Consultant employee who is not legally eligible
to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Consultant,shall have
the right to immediately terminate this Agreement for violations of this provision by Consultant.
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
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 9 of 15
City Secretary Contract No.
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, Consultant 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 Consultant
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. Consultant 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 Consultant 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 Consultant has fewer than 10 employees or this Agreement is for
less than $100,000,this section does not apply. Consultant 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,Consultant certifies that Consultant's signature provides
written verification to the City that Consultant: (1) does not boycott Israel; and (2)will not boycott
Israel during the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.
Page 10 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Cc_, responsible for the monitoring and administration of
Fernando Costa this contract,including ensuring all performance and
By.Name: Fernando Costa reporting requirements.
Title: Assistant City Manager
Date: , 20
By:
Name: Erin Roden
APPROVAL RECOMMENDED: Title: Administrative Assistant
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Roger Venables
Title: Aviation Director By:
aa4nnn� Name: Thomas Royce Hansen
ATTEST: oa f FOR o Title: Assistant City Attorney
p� o0o co
jJAy
-0 o�o�-�� CONTRACT AUTHORIZATION:
By. pd oy a° M&C: N/A
0��00000o �o Tp
Name: Mary J. Kayser aaa�nE�pSoa�
Title: City Secretary
CONSULTANT:
ABS Aviation Consultancy, Inc. dba
Airport Business olutions
6RC=::2
By:
Name: Micha 1 A.'Hodges
Title: President/CEO
Date: —1/A►lv0_r 13,20a/
Professional Services Agreement
Between the City of Fort Worth and OFFICIAL RECORD
ABS Aviation Consultancy,Inc.
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Phase 1:Rate Fee Analysis of Comparable Airports
Consultant will provide to City an analysis of the Aviation Department's Rates and Fees
for all City owned Airports,
Deliverable: This over-arching analysis will include reviews, summaries, suggested
changes, and recommendations that will each be included in a report provided in both
electronic and hard copy format and will analyze the following categories:
• Market-based ground rents for FBOs
• Market-based ground rents for corporate hangar sites
• Market-based ground rents for other aeronautical development sites
• Market-based ground rents for non-aeronautical projects
• Market-based rents for various aeronautical facilities (t-hangar,box hangar,
community hangar, etc.)
• Fuel flowage fees for each City-owned airport
• Customs fees at Meacham
• Other related aeronautical fees appropriate for various businesses and
developments
Anticipated time of completion -Forty-Five (45) days after the executed contract
Consultant will provide the electronic copy of the deliverables mentioned above to Barbara
Goodwin at Barbara.goodwin0fortworthtexasgov. Consultant will provide the hard copy of
the deliverables by mailing them to the City of Fort Worth,Aviation Department,Attn:
Barbara Goodwin at 201 American Concourse,Suite 330, Fort Worth, TX 76106.
Phase 2:Poliev Analysis-Airport S sv tem
Consultant will provide to City an analysis of the Aviation Department's Airport System,
Deliverable: This over-arching analysis will include reviews, summaries, suggested
changes, and recommendations that will each be included in a report provided in both
electronic and hard copy format and will analyze the following categories:
• Development analysis at Meacham and Spinks - Prospective lease structures to
maximize development and lease opportunities (Comparison with other airports)
• Analysis of end-of-lease options, lease clauses and alternatives (Comparison with
other airports)
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.—Exhibit A Page 12 of 15
City Secretary Contract No.
• Lease renewal alternatives - Lease terms, capex requirements, rate/fee structures
(Comparison with other airports)
• Right of first refusal (ROFR) for lease renewals upon lease termination (Comparison
with other airports)
• Lease/rent credits for capex prior to existing lease expiration
• Brokerage fees for airport development projects - Both fees for airport
representative and developer representative (Comparison with other airports)
• Lease renewal/assignment provisions (Specific limitations associated with ROFR
lease renewals)
Anticipated time of completion -Seventy-Five (75) days after executed contract
Consultant will provide the electronic copy of the deliverables mentioned above to Barbara
Goodwin at Barbara.goodwin@fortworthtexasgov. Consultant will provide the hard copy of
the deliverables by mailing them to the City of Fort Worth,Aviation Department,Attn:
Barbara Goodwin at 201 American Concourse,Suite 330, Fort Worth, TX 76106.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.—Exhibit A Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Phase 1 -Rate Fee Analysis of Comparable Airports
After Consultant has provided all deliverables for Phase
1 as defined under Exhibit A, Scope of Work,Consultant
will submit an invoice to City in accordance with the
terms of this Agreement and the City will pay Consultant
a one-time flat fee for this Phase as follows: $46,000
Phase 2-Rate Policy Analysis
After Consultant has provided all deliverables Phase 2
as defined under Exhibit a, Scope of Work, Consultant
will submit an invoice to City in accordance with the
terms of this Agreement and the City will pay Consultant
a one-time flat fee for this Phase as follows: $27,500
Total for Phase 1 & 2 (Exclusive of Reimbursable
Expenses):
$73,500
Reimbursable Expenses in an amount up to $5,000.00
- City shall pay Consultant for reasonable reimbursable expenses, including travel or other business
expenses, incurred in connection with performing the agreed services not to exceed Five Thousand Dollars
($5,000.00) in accordance with Section 3 of the Agreement.
Total Potential Compensation Under this Agreement: $78,500
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ABS AVIATION CONSULTANCY, INC.
131 HOLLYBROOK DRIVE
FLATROCK,NC 28731-8593
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Consultant and to execute any agreement,
amendment or change order on behalf of Consultant. Such binding authority has been granted by proper
order,resolution,ordinance or other authorization of Consultant.City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant 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 Consultant.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature f Presiden /CEO
Other Title:
Date: /�/3102--/
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.—Exhibit C Page 15 of 15