HomeMy WebLinkAboutContract 57808 City Secretary Contract No. 57808
FORT WORTH,
"Ilki
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 ABS Aviation Consultancy,
Inc.dba Aviation Business Solutions("Consultant"),a Florida 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 a feasibility study and Strengths,
Weaknesses, Opportunities, and Threats (SWOT) analysis for the Fixed Based Operator (FBO) services
provided to the public using Spinks Airport and recommendations related to the Airport Sponsor acquiring
the FBO and assuming those responsibilities. 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 June 30, 2023 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 Twenty-Three Thousand Dollars ($23,000.00). Consultant shall not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
Professional Services Agreement OFFICIAL RECORD
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Aviation Business Solutions FT. WORTH, TX
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approves in writing the additional costs for such services.City shall not be liable for any additional expenses
of Consultant not specified by 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 Two Thousand Five Hundred
Dollars ($2,500.00). 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 reasonably 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, aviationinvoiceskfortworthtexas.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.
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.
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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 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
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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 DAMAGEAND/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,
SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO CONSUL TANT'S B USINESS
AND ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO
ANYAND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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
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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. Assignment and Subcontracting.
9.1 Assignment. 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.
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
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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
requirement 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.
(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.
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(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 Reeulations. 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, SUBCONSULTANTSS
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. dba
Attn: Dana Burghdoff,Assistant City Manager Airport Business Solutions
200 Texas Street Michael A.Hodges,MAI,President/CEO
Fort Worth,TX 76102-6314 90 Fort Wade Road, Suite 100
Facsimile: (817) 392-8654 Ponte Vedra,FL 32081-5114
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.
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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.
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
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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
I-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
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.
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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.
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.
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.dba
Aviation Business Solutions Page 10 of 15
City Secretary Contract No.
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.dba
Aviation Business Solutions Page 11 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
09A/9 &UhR1o2Z responsible for the monitoring and administration of
B Dana Burghdoff(J 7,2022 21: 0 CDT) this contract,including ensuring all performance and
y Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager 7
Date: Jul " , 2=0_ ��uz�ec�eri
By:
Name: Erin Roden
APPROVAL RECOMMENDED: Title: Administrative Assistant
—4— APPROVED AS TO FORM AND LEGALITY:
By:
Name: Roger Venables
Title: Aviation Director By:
Name: Thomas Royce Hansen
ATTEST: Title: Assistant City Attorney
Tgnnefte S. Goo�gll CONTRACT AUTHORIZATION:
M&C: N/A
By: Jannette S.Goodall(Jul8,202210:00 CDT)
Name: Jannette S. Goodall Gaq�FORr��a
Title: City Secretary �, *� -�Opo--JK
"pv8 °=d* ICY
CONSULTANT: ��E�pSggd
ABS Aviation Consultancy, Inc. dba
Airport Business Solutions
�_
By:
Name: Mich el rkodges
Title: President/CEO
Date: 3C� ,20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Exhibit C Page 12 o
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Summary: Consultant will provide a Feasibility Study to include a Strength, Weaknesses, Opportunity
and Threats (SWOT)Analysis for the potential of a City of Fort Worth ("City") operated Fixed Base
Operator(FBO) at Fort Worth Spinks Airport(Spinks).
Consultant will provide services to determine the current value of the sole FBO at Spinks, Harrison
Aviation (Current FBO), that will include prospective income analysis projecting revenues and expenses
for the Current FBO and compare that to a potential City-run FBO and its projected revenues and expenses
based upon the two different ownership/management structures. Consultant will follow Uniform Standards
of Professional Appraisal Practice (USPAP) and any requirements of the Texas Appraisal Commission in
their analysis of the items required under this scope of services which will be reflected in the deliverables
to be provided to the City.
Consultant will inspect the subject property at Spinks and complete a comprehensive study of the local,
regional and national general aviation market for the purpose of providing the following:
• An estimate of the Market Value of the Going Concern* of the Current FBO assuming the Current
FBO is acquired by a third-party subject to the existing lease terms and conditions;and
• An estimate of the Market Value of the Going Concern* of the Current FBO assuming acquisition
by the City whereby the City would exercise its proprietary exclusive right as the sole FBO at FWS;
and
• Develop an operational and start-up proforma for an FBO under City management to include a
summary of expected start-up expenses related to furniture,fixtures and equipment(FF&E),initial
fuel acquisition, and other relevant items to facilitate a seamless transition to City operations and
management; and
• Develop a SWOT Analysis to determine the strengths, weaknesses, opportunities and threats
relating to the possibility of the City operating an FBO at Spinks, as well as the same relating to
acquisition by a third-party subject to the findings in the report after analysis by the consultant.
Deliverable: Consultant will be responsible for providing City a report in electronic and hard copy
formats that contains both the SWOT analysis that will include reviews,summaries,suggested changes,
and recommendations as well as the feasibility study for the potential of a City operated FBO at Spinks
Airport.
*Market Value of Going Concern - The value of a business as an operating enterprise inclusive of real
estate,FF&E and any goodwill.
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.Goodwin@fortworthtexas.gov. 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.dba
Aviation Business Solutions Page 13 of 15
City Secretary Contract No.
EXHIBIT B
PRICE SCHEDULE
Feasibility and SWOT Analysis for Airport Sponsor
FBO—Spinks Airport
After Consultant has provided all deliverables 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 as follows: $20,500
Reimbursable Expenses in an amount up to: $2,500
- 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 Two Thousand Five
Hundred Dollars ($2,500.00).
- Consultant will submit all travel expense related receipts prior to re-imbursement in accordance with
the terms of this agreement.
Total Potential Compensation Under this Agreement: $23,000
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy,Inc.dba
Aviation Business Solutions Page 14 of 15
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
AIRPORT BUSINESS SOLUTIONS
90 FORT WADE ROAD, SUITE 100
PONTE VERDE, FL 32081-5114
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: M djw-/ A—�4 55
Position:�Je�S C�
Signa re
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: 4
Sig at 7pr��
Other Title:
Date:
Professional Services Agreement
Between the City of Fort Worth and
ABS Aviation Consultancy, Inc.dba
Aviation Business Solutions Page 15 of 15