HomeMy WebLinkAboutContract 60120CSC No. 60120
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home role municipal corporation situated
in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through DANA BURGHDOFF,
its dilly authorized Assistant City Manager, and DAVIDSON & BOG EL REAL ESTATE, LLC ("Firm"
or "Vendor"), a domestic limited liability company and acting by and through its duly authorized manager.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
This Professional Services Agreement;
Exhibit A — Scope of Services;
Exhibit B — List and Location of Properties to be Sold;
Exhibit C — Compensation Schedule;
Exhibit D — Conflict of Interest Disclosure Requirement;
Exhibit E — Signature Verification Form; and
Exhibit E — Federal Contract Provisions.
Exhibits A, B, C, D and E, 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 these Exhibits
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.
Finn hereby agrees to provide the City with professional consulting and brokerage services for the
purpose of disposing of noise land properties purchased with Federal Aviation Administration ("FAA")
grant funds by way of sale of the properties while adhering to regulations and guidelines provided in the
FAA grant assurances and state law ("Services"), with more specific details of the Services attached hereto
and incorporated for all purposes incident to this Agreement as Exhibit "A," Marketing and Real Estate
Sales Scope of Services.
2. TERM.
This Agreement shall commence upon date of execution ("Effective Date") and shall expire one
hundred and eighty (184) days from the Effective Date, unless terminated earlier in accordance with the
provisions of this Agreement.
3. COMPENSATION.
The City shall pay Firm an amount not to exceed 4.5% of the total purchase price stated at closing
for any sale transaction for each of the parcels identified under Exhibit "C" herein and in accordance with
the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Finn shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for such services. The City
shall not be liable for any additional expenses of Firm not specified by this Agreement unless the City first
approves Such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4. TERMINATION.
4.1. Written Notice.
The City or Firm 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 that no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Firm 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.
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 Firm for Services actually rendered up to the effective date of termination, and Finn 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.
Finn hereby warrants to the City that, to the best of its knowledge, Firm has made full disclosure
in writing of any existing or potential conflicts of interest related to Firm's services under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, Finn hereby
agrees to make full disclosure to the City in writing promptly following its awareness of the existence of
such conflicts. Firm, for itself and its officers, agents and employees, further agrees that 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; provided, however, that Finn shall be permitted to
disclose the City Information to the extent required by governmental, judicial or administrative order,
subpoena, discovery request, regulatory request or si nilar method, provided, the Finn provides the City
with written notice of such disclosure as promptly as possible. Finn shall use commercially reasonable
efforts to store and maintain City Information in a secure manner and shall ensure commercially
reasonable procedures are in place to restrict unauthorized users to from accessing, modifying, deleting
or otherwise corrupting City Information in any way. Firm shall notify the City promptly if the security
or integrity of any City information has been compromised or is believed to have been compromised.
b. RIGHT TO AUDIT.
Finn agrees that the City shall, until the expiration of three (3) years after final payment under
this Contract, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of the Firm involving transactions relating to this Contract at no additional
cost to the City, Firm agrees that the City shall have access during normal working hours to a]I necessary
Firm facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section, The City shall give Firm reasonable advanced written
notice of intended audits.
Firm further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractoragrees that the City sliall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related to the subcontract, and
further that City shall have access during normal working hours to all subcontractor facilities and slia11 be
provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions
of this paragraph. City shall give subcontractor reasonable advanced written notice of intended audits.
7. INDEPENDENT FIRM.
It is expressly understood and agreed that Firm shall operate as an independent Firm 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, Firm 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, Firms and sub firms. Firm acknowledges that the
doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Firm, its officers, agents, employees, servants, Firms and sub firms. Firm further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Firm.
8. LIABILITY AND INDEMNIFICATION.
FIRM SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND 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 FIRM, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES
FIRM COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LA WSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO FIRMS
BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF FIRM, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES
9. ASSIGNMENT AND SUBCONTRACTING.
Finn 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 Firm under which the assignee
agrees to be bound by the duties and obligations of Firm under this Agreement. The Firm 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 sub firm shall execute a written agreement with the
Firm referencing this Agreement under which the sub firm shall agree to be bound by the duties
and obligations of the Firm under this Agreement as such duties and obligations may apply. The
Firm shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Finn shall provide the City with certificate(s) of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to cornmencement of any work pursuant to this
Agreement:
I 0.1 Coverage and Lim its
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Firm, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned
(c) Worker's Compensation
Statutory limits Employer's
liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq.
Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per ern ployee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1.000,000 Aggregate Lim it
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 o.fservices provided. An annual
certificate of insurance shall be submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Firm has obtained all required insurance
shall be delivered to the City prior to Firm proceeding with any work pursuant to this
Agreement. All policies except Workers' Compensation shall be endorsed to name the City as
an additional insured thereon, as its interests may appear. All policies shall contain a Waiver
of Subrogation for the benefit of the City of Fort Worth. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted services. Any
failure on the part of the City to request required insurance documentation shall not constitute
a %vaiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation
or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Firin's
insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Th rockm orton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Firm agrees to comply, in all material respects, with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Firin of any violation of such laws, ordinances, rules
or regulations, Firm shall immediately desist from and correct the violation.
12. NON-❑ISCRIMINATION COVENANT.
Firm, for itself, its personal representatives, assigns, sub firm and successors in interest, as part of
the consideration herein, agrees that in the performance of Fit -ill'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 the
Firm, its personal representatives assigns, sub firms or successors in interest, Firm agrees to assume such
liability and to indemnify and defend the City and hold the 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 (I) 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:
City of Fort Worth
Attn: Barbara Goodwin
201 American Concourse, Ste 330
Fort Worth TX 76106
Email: Barbara. Goodw infortworthtexasgav
14. SOLICITATION OF EMPLOYEES.
To FIRM:
Davidson & Bogel Real Estate, LLC
Attn: Edward Bogel
2929 Carlisle Street, Ste 250
Dallas, TX 75204
Email: ebogel@db2re.com
Neither the City nor Firm 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
Finn, 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.
15. 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.
16. NO WAIVER.
The failure of the City or Finn 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 Firm's
respective right to insist upon appropriate performance or to assert any such right on any firture occasion.
17. 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 ❑istrict Corrt 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.
fL' 3U).Z4lDou•Iv1.311Jtall :l
City and Firm will exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement, but will not be field 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 discretion. The notice required by this
section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a pail 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 hereto.
22. AMENDMENTS 1 MODIFICATIONS 1 EXTENSIONS.
No extension, modification or amendment of this Agreement shall he 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.
23. 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
Firm, 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. SIGNATURE AUTHORITY.
The person signing this agreement hereby wan -ants 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. The other party is fully entitled to rely on
this warranty and representation in entering into this Agreement.
25. IMMIGRATION NATIONALITY ACT.
Vendor must verify the identity and employinent eligibility of its employees who perform work under
this Agreement, including completing the Employment Eligibility Verification Forin (I-9). Upon request by
City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perforin such services. VENDOR WILL INDEMNIFY CITY AND
HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have
the right to immediately terininate this Agreement for violations of this provision by Vendor.
26. OWNERSHIP OF WORK PRODUCT.
City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation that are created, published, displayed, or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City will 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 will 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 will be considered a "work-inade-for-hire" within the meaning of the Copyright
Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a
"work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby
expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies
thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein,
that City may have or obtain, without further consideration, free from any Claim, lien for balance due, or
rights of retention thereto on the part of City.
27. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address
change for the purpose of maintaining updated City records. The president of Vendor or authorized official
inust sign the letter. A letter indicating changes in a coin pany natne or ownership must be accompanied with
supporting legal documentation such as an updated W-9, dacuments 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.
28. SUBORDINATION OF AGREEMENT TO CERTAIN AGREEMENTS WITH FEDERAL
GOVERNMENT; FAA APPROVAL
1-his AGREEMENT shall he subordinate in all respects to the provisions of any existing or future
contracts between the CITY and the United States or any agency thereof which relates to the operation or
maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the
expenditure of federal hinds for the development, maintenance, or repair of the Airport. Although this
AGREEMENT shall he and become effective upon the execution hereof by the parties hereto, it shall nevertheless
be subject to approval by the FAA, and the parties hereby covenant and agree to make any modifications or
amendments hereto that may be required to obtain such approval.
29. NO BOYCOTT OF ISRAEL.
If Vendor has fewer titan 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2 27 1 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 tenn of the contract. The terms "boycott Israel" and "company" has the meanings ascribed
to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
30. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Vendor acknowledges that in accordance with Chapter 2274 of the Texas Governunent 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.
31. 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.S. 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," "fireann
entity" and `firearnn 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 terns of this Agreement.
32. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign,
[SIGNATURE PAGE FOLLGWS1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of , 2023.
CITY OF FORT WORTH, TEXAS:
Dgnq Buy,aHdoff
By :Dana Burghdoff(Sepl ,202312:36CDT)
Name:
Title: Assistant City Manager
Date: Sep 18, 2023
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By.
Name:
"Title: City Secretary
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DAVIDSON & BOGEL REAL ESTATE,
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By:
Name: [arc..r�N- 1'
Title: AAA , 1-S7jt--6, MA'.S"
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Date: 3/23/ zoz3
APPROVED AS TO FORM
AND LEGALITY:
Name: Thomas Hansen
Title: Assistant City Attorney
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract,
inClUding enSuring all performance and reporting
regUirements.
By: ErCvv L . 2o-ae
Narne: Erin L. Roden
Title: Sr. Contract Compliance Specialist
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Vendor shall provide specialized commercial real estate services for the City of Fort Worth (City) to
assist in the sale for properties located in Haslet, Texas, Tarrant County, south of Perot Field Fort Worth
Alliance Airport ("Alliance Airport") which are currently zoned agricultural/residential (with a pending
zoning change of industrial and office)_acquired by the City with the use of Federal Aviation Administration
("FAA"} grant funding, an extensive list of such properties listed under Exhibit "C" herein ("Properties").
The Properties were purchased through a Noise Compatibility Program ("NCP") Grant provided
through the FAA, Due to the nature in which the Properties were acquired, the City must follow specific
disposal procedures for the Properties. The Vendor will market the Properties for sale at no less than the Fail -
Market Value (FMV) as established by a qualified, third -party appraiser. The Properties sold tinder this
program will be subject to compatible land restrictions with aigation easement requirements. To the extent
applicable to Vendor and Vendor's provision of Services hereunder, Vendor will follow these procedures and
coin ply with Grant Assurance 3 I, as well as all other applicable federal, state, and local regulations pertaining
to the sale of such Properties. Below is a list of some requirements, but is not limited to these requirements,
for the sale of the Properties:
■ City must obtain the highest and Best compatible use of the land in accordance with FAA
regulations.
• Properties must be appraised by a third -party appraiser and the sale will be offered at the
appraised FMV of each specific property subject to the airport's retained rights.
• Marketing and sale procedures must be competitive to seek the highest market price ail the
sale of the property.
• Generally, a land sale must be adequately advertised and exposed oil the market to solicit
and secure the FMV of the property in accordance with federal and state law.
• The FAA expects the accepted sale price on a negotiated sale to be at least the appraised
FMV.
The Properties consist of nineteen parcels, totaling approximately 143.72 acres, primarily located off
i-Iarn;on Road and Westport Parkway. Improved properties in the area are mostly made up of large industrial
developments with a number of companies supporting commercial activity at Alliance Airport. The Properties
are within the greater than DNLG5 noise contours of Alliance Airport.
Vendor has been selected based on their experience on similar projects, specifically their past interaction
with FAA and their understanding of the FAA grant assurances and the Noise Compatibility Program.
Additionally, Vendor warrants they are aware of the required procedures for disposal of the Properties in
accordance with FAA regulations and guidelines.
Below is a line item list of deliverables to be provided by Vendor:
1.0 MARKETING AND REAL ESTATE SALES SCOPE OF SERVICES
1.1 Listing, Marketing, and Real Estate Sales Services shall include but are not limited to:
l ,1.1 Provide the City a comprehensive comparative market analysis on similar properties
in the area; listed and sold properties, etc.;
1.1.2 Develop strategies for the sale of the properties listed under Exhibit "C" of this
Agreement ("Properties") to City, working with the Aviation Director to negotiate
land sales with buyers and prospects;
1.I.3 Follow a City -provided Letter of Instruction for each parcel to be sold and in what
order;
1.1.4 Coordinating real estate transaction closings through a title company selected by the
City;
1.1.5 Vendor will market the Properties for sale in accordance with all applicable federal
regulations pertaining to the sale of property acquired with Federal Aviation
Administration ("FAA") grant funding, which includes, but is not limited to 49 U.S.
Code § 47147 and the FAA's grant assurance 31 which the City is subject to following
in accordance with its grant agreements. Additionally, to the extent applicable to
Vendor and/or Vendor's provision of the Services hereunder, Vendor will also be
bound by state And local requirements including Chapter 253, "Sale or Lease of
Property by Municipalities," of the Texas Local Government Code, specifically
Section 253.014 in the sale of the properties as well as Chapter 21, §5 of the City of
Fort Worth Charter, "Referendum Relative to Purchase and Sales of Public Property
by City."
1.1.6 Vendor will ensure that the contract for any sale of land will include language that
provides for the retention of adequate property rights for the City including, but not
limited to, an adequate easement, deed restriction, covenant, or other property right
or reservation as required by the FAA. 'I7his is to ensure the Iand will not he taut into
incompatible land use or conflict with the airport's use, operation or development.
Vendor will be required to work with the City and the FAA on adequate language
that will meet this requirement.
1.1.7 [Reserved].
1.1.7 Handle all other customary activities and services associated with real estate
transactions. Services may include consultation with City staff and the City Council
relating to the sale of real estate. Presentations at public meetings may he required.
EXHIBIT B
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1. Calculation of Commission. Upon a sale of any particular parcel identified under Exhibit "C"
herein, City agrees to pay a Commission to Vendor in the amount of four and one-half percent
(4.5%) of the total sales price. The term "total sales price" means any and all cash
consideration received, together with (but not double counting) any assumption or release of
existing mortgage indebtedness.
2. Pavment of Commission for a Sale. City will pay to Vendor the Commission at the closing
and funding of the purchase price to City through escrow, or if there is no escrow, then upon
City's receipt of payment and recordation of the deed.
EXHIBIT C
LIST AND LOCATION OF PROPERTIES TO BE SOLD
i'
1
1304 Westport
Parkway
2
1404 Westport
Parkway
3
301 Harmon
Road
5, .
410
491
Harmon
Harmon
Road
Road
6
[_
- .:---
7
10 815 Harrison
525 Harmon Road
•.
11 845 Harmon
8 589 Harman Road,
12 865 Harmon
9 605 Harmon Road
3
745 Harman Road
16,17
dH:atrMn0M
80moad
larmol
$ 895 Hari
$$8
959 }sari
EXHIBIT C (CDNT'D)
Map
Ref.
No.
Street
t
Street Name
TAD Acct.
Deed
e
Acreage
g
3
301
Harmon Road
03953076
3
301
Harmon Road
05309328
12.50
3
301
Harmon Road
047302I6
3
301
Harmon Road
06531385
14
650
Harmon Road
03919560
8.00
15
680
Harmon Road
06I35412
7.00
16
700
Harmon Road
05970768
6.31
16
740
Harmon Road
03919625
17
895
Harmon Road
05704405
8.99
7
525
Harmon Road
05704847
7
525
Harmon Road
05704820
7
525
Harmon Road
05704626
12.23
7
525
Harmon Road
04312430
7
525
Harmon Road
05704618
6
410
Hari -non Road
05947979
8.69
5
491
Harmon Road
04296370
2.79
13
745
Harmon Road
06493440
9.00
10
815
Harmon Road
04293215
6.82
11
845
Harmon Road
05956641
9.6452
12
865
Harmon Road
0429JZU/
12.694
18
888
Harmon Road
05686865
8.986
18
959
Harmon Road
05686857
1
1304
Westport Pkwy
04015185
11.1370
9
605
Harmon Road
07277296
2.000
2
1404
Westport Pkwy
03953017
10.93
8
589
Harmon Road
05704634
6.00
Total Acres
143.72
i *1-M-1r_11UP
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts
or seeks to contract for the sale or purchase of property, goods, or services with a local goverrunental
entity (i.e., The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the
person's affiliation or business relationship that might cause a conflict of interest with the local
governmental entity. Bylaw, the Questionnaire must be filed with the Fort Worth City Secretary no later
than seven days after the date the person begins contract discussions or negotiations with the City, or
submits an application or response to a request for proposals or bids, correspondence, or another writing
related to a potential agreement with the City. Updated Questionnaires must be filed in conformance
with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The fonn is
also available at hap://www.ethics.state.tx.us/forms/ClO.ndE
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the tiling
requirement. An offense under Chapter 176 is a Class C inisdemeanor.
EXHIBIT "E"
SIGNATURE VERIFICATION FORM
Full Legal Name of Company: .. c ate. '� v��l Qt 41 ES}-,t-e A L1 G
Legal Address: Zq [�r y Sv 2'' n �.11� 5, �� x 4 5 a� o•
Services to be provided: rcnk\ g �b v. rice �,�e
ExeCL:t.ion of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or
change order on behalf of Company. StiCh binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is frilly entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Company. Company
wilt submit an updated Form within ten {10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been property
execrated by the Company.
I. Name: '95,01�
Position: .,��
Signature
2. Name:]■..rcj bw..Mae�.. ,3r.
Position:'*.,r}���
Signature
3. Name:
Position:
Signature
Name: Edw Rw-c-k I
Signature of President 1 CEO
Other Title: k�4.rar-. w�••�4., 4-� U��4 �r r
Date: 2aZ3
f*AY-.I I0II Ifii.9w
FORT WORTH,
City of Fort Worth
Federal Contract Provisions
FCP-1 ACCESS TO RECORDS AND REPORTS
The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide
the Owner, the Federal Aviation Administration and the Comptroller General of the United States or any
of their duly authorized representatives access to any books, documents, papers and records of the
Contractor which are directly pertinent to the specific contract for the purpose ofinaking audit,
examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and
reports required under this contract for a period of not less than three years after final payment is made
and a I I pending matters are closed.
FCP-Z BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the Consultant or its subcontractors may
result in the suspension or tei-urination of this contract or such other action that may be necessary to
enforce the rights of the parties of this agreement.
Owner will provide Consultant written notice that describes the nature of the breach and corrective
actions the Consultant must undertake in order to avoid termination of the contract. Owner reserves the
right to withhold payments to Consultant until such time the Consultant corrects the breach or the Owner
elects to terminate the contract. The Owner's notice will identify a specific date by which the Consultant
must correct the breach. Owner may proceed with termination of the contract if the Consultant fails to
correct the breach by the deadline indicated in the Owner's notice.
The dirties and obligations unposed by the Contract Documents and the rights and remedies available
thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies
otherwise imposed or available by law.
FCP-3 GENERAL CIVIL RIGHTS PROVISIONS
The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, an the grounds of race, creed, color, national origin. sex, age,
or disability be excluded from participating in any activity conducted with or benefiting from Federal
assistance.
This provision binds the Contractor and subcontractors frorn the bid solicitation period through the
completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights
Act of 1964.
FCP-4 CIVIL RIGHTS— TITLE VI ASSURANCES COMPLIANCE WITH
NONDISCRIMINATION REOUIREMENTS:
Du ring the performance of this contract, the Contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "Contractor"), agrees as follows:
1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will
comply with the Title V1 List of Pertinent Nondiscrimination Acts and Authorities, as
they may be amended from time to time, which are herein incorporated by reference
RFP No. AV 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 19 of 28
and made a pail of this contract.
Nondiscrimination. The Contractor. with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the
selection and retention of subcontractors, including procurements of materials and leases of
equipment. The Contractor will not participate directly or indirectly in the discrimination
prohibited by the Nondiscrimination Acts and Authorities, including employment practices
when the contract covers any activity, project, or program set forth in Appendix B of 49
CFR part 21.
2. Solicitations for Subcontracts, including Procurements of Materials and Equipment:
In all solicitations, either by competitive bidding or negotiation made by the
Contractor for work to be performed under a subcontract, including procurements of
materials, or Ieases of equipment, each potential subcontractor or supplier will be
iiotihed by the Contractor of the Contractor's obligations under this contract and the
Nondiscrimination Acts and Authorities on the grounds of race, color, or national
origin.
3. Information and Reports: The Contractor will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined by the sponsor or the Federal Aviation Administration
to be pertinent to ascertain compliance with such Nondiscrimination Acts and
Authorities and instructions. Where any information required of a Contractor is in the
exclusive possession of another who fails or refuses to furnish the information, the
Contractor will so certify to the sponsor or the Federal Aviation Administration, as
appropriate, and will set forth what efforts it has made to obtain the information.
4. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the
non discrimination provisions of this contract, the sponsor will impose such contract
sanctions as it or the Federal Aviation Administration may determine to be appropriate,
including, but not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor
complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in pail.
5- Incorporation of Provisions: The Contractor will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases
of equipment, unless exempt by the Acts, the Regulations, and directives issued
pursuant thereto. The Contractor will take action with respect to any subcontract or
procurement as the sponsor or the Federal Aviation Administration may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided,
that if the Contractor becomes involved in, or is threatened with litigation by a
subcontractor, or supplier because of such direction, the Contractor may request the
RFP No. AVI 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 20 of 28
sponsor to enter into any litigation to protect the interests of the sponsor. In addition,
the Contractor may request the United States to enter into the litigation to protect the
interests of the United States.
TITLE V1 LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES
During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of
Transportation —Effectuation of Title VI of the Civil Rights Act of 1964);
The Uniform Relocation Assistance and Real Property Acquisition Policies Act ❑f 1970,
(42 USC
§ 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
Because of Federal or Federal -aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
The Age ❑iscrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination oil the basis of age);
Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as
amended (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of
the terms "programs or activities" to include all of the programs or activities of the Federal -
aid recipients, sub -recipients and contractors, whether such programs or activities are
Federally funded or not);
■ Titles lI and III of the Americans with Disabilities Act of 1990, which prohibit
discrimination on the basis of disability in the operation of public entities, public and
private transportation systems, places ❑f public accommodation, and certain testing
entities (42 USC §§ 12131 — 12189) as implemented by U.S. Department ❑f
Transportation regulations at 49 CFR pants 37 and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123)
(prohibits discrimination on the basis ❑f race, color, national origin, and sex);
+ Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures nondiscrimination against
RFP No. AV i 0052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 21 of 28
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations;
Executive Order 13156, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, you must take reasonable steps to ensure that LEP persons have meaningful
access to your programs (70 Fed. Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC 1681 et seq).
FCP-5 CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the
Clean Air Act (42 USC § 740-7671 q) and the Federal Water Pollution Control Act as amended (33 USC
§ 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery.
The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the
Federal Aviation Administration.
Contractor must include this requirement in all subcontracts that exceeds $150,000.
FCP-6 CERTIFICATION OF CONSULTANT REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the consultant certifies that neither it nor its principals
are presently debarred or suspended by any Federal department or agency from participation in this
transaction.
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT
The successful bidder, by administering each lower tier subcontract that exceeds $25.000 as a "covered
transaction", must verify each lower tier participant of a "covered transaction" under the project is not
presently debarred or otherwise disqualified from participation in this federally assisted project. The
successful bidder will accomplish this by:
1. Checking the System for Award Management at website: http://www.sam.gov.
2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding
Debarment, above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a
higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,
the FAA may pursue any available remedies, including suspension and debarment of the non -compliant
participant.
FCP-7 DISADVANTAGED BUSINESS ENTERPRISES
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex
in the performance of this contract. The Contractor shall carry out applicable requirements of 49 C F R
RFP No. AVI 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 22 of 28
part26 in the award and administration of Department of Transportation -assisted contracts. Failure by
the Contractor to carry out these requirements is a material breach of this contract, which may result in
the termination of this contract or such other remedy as the Owner deems appropriate, which may
include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non -responsible.
The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than 30 days from the receipt of each payment the prime contractor
receives .From City of Fort Worth. The prime contractor agrees further to return retainage payments to
each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay
or postponement of payment fi-om the above referenced time frame may occur only for good cause
following written approval of the City of Fort Worth. This clause applies to both DBE and non -DBE
subcontractors.
FCP-S TEXTING WHEN DRIVING
In accordance with Executive Order 1351.3, "Federal Leadership oil Reducing Text Messaging While
Driving", (10/1/2009) and DOT Order 3902.10, "Text Messaging While Driving", (12/3012009), the
Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety
policies that decrease crashes by distracted drivers, including policies to ban text messaging while
driving when performing work related to a grant or subgrant.
In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for
its employees and other work personnel that decrease crashes by distracted drivers, uicluding policies that
ban text messaging while driving inotor vehicles while performing work activities associated with the
project. The Contractor must include the substance of this clause in all sub -tier contracts exceeding
$3,500 that involve driving a motor vehicle in performance of work activities associated with the project.
FCP-9 CERTIFICATION REGARDING DOMESTIC PREFERENCES FOR
PROCUREMENTS
The Bidder or Offeror certifies by signing and submitting this bid or proposal that, to the greatest extent
practicable, the Bidder or Offeror has provided a preference for the purchase, acquisition, or use of goods,
products, or materials produced in the United States (including, but not limited to, iron, aluminum, steel,
cement, and other manufactured products) in compliance with 2 CFR § 200.322.
FCP- 10 SOLICITATION CLAUSE
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of
29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given
in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for
full and part-time workers. The Consultant has full responsibility to monitor compliance to the referenced
statute or regri [at ion. The Consu€tant must address any claims or disputes that arise fl-om this requirement
directly with the U.S. Department of Labor — Wage and Hour Division.
RFP No. AVI 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 23 of 28
FCP-1 I TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract, the Offeror —
1) is not owned or controlled by one or more citizens of a foreign country included in the list of
countries that discriminate against U.S. firms as published by the Office of the United States
Trade Representative (USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a
citizen or national of a foreign country included on the list of countries that discriminate against
U.S. firms as published by the USTR; and
3) has not entered into any subcontract for any product to be used on the Federal project that is
produced in a foreign country included on the list of countries that discriminate against U.S. firms
published by the USTR.
This certification concerns a matter within the jurisdiction of an agency of the United States of America
and the snaking of a false, fictitious, or fraudulent certification may render the maker subject to
prosecuution under Title 18 USC § 1001.
The Offeror/Contractor must provide inunediate written notice to the Owner if the Offeror/Contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has become
erroneous by reason of changed circumstances. The Contractor must require subcontractors provide
immediate written notice to the Contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49
CFR § 30.17, no contract shall be awarded to an Offeror or subcontractor:
I ) who is owned or controlled by one or more citizens or nationals of a foreign country
included on the list of countries that discriminate against U.S. firms published by the
USTR; or
2) whose subcontractors are owned or controlled by one or more citizens or nationals of a
foreign country on such USTR list; or
3) who incorporates in the public works project any product of foreign country oil such
USTR list.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render, in good faith, the certification required by this provision. The knowledge and information
of a contractor is not required to exceed that which is normally possessed by a prudent person in the
ordinary course of business dealings.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in al towel- tier subcontracts. The Contractor may rely on
the certification of prospective subcontractor that it is not a firm from a foreign country included on the
list of Countries that discriminate against U.S. firms as published by USTR, unless the Offeror has
knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an
award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous
RI=P No. AVI I0052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 24 of 28
certification, the Federal Aviation Administration (FAA) rnay direct through the Owner cancellation of
the contract or subcontract for default at no cost to the Owner or the FAA.
FCP-12 CERTIFICATION REGARDING; LOBBYING
The Bidder or Offeror certifies by signing and submitting this bid or proposal, to the hest of his or her
knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
Bidder or Offeror, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, Ioan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the
award documents for all sub -awards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all sub -recipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was inade or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
FCP-13 PROHIBITION OF SEGREGATED FACILITIES
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its
employees to perform their services at any location under its control where segregated
facilities are maintained. The Contractor agrees that a breach of this clause is a violation of
the Equal Employment Opportunity clause in this contract.
(b) "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest
rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and
other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment
areas, transportation, and housing facilities provided for employees that are segregated by
UP No. AVl 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
Page 25 of 28
explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national
origin because of written or oral policies or employee custorn. The terns does not include
separate or single -user rest rooms or necessary dressing or sleeping areas provided to assure
privacy between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase order that is
subject to the Equal Employment Opportunity clause of this contract.
FCP-14 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result fro in this solicitation incorporate by reference the
requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer
InList provide work environment that is free from recognized hazards that may cause death or serious
physical harm to the employee. The employer retains fiiII responsibility to monitor its compliance and
the ir subcontractor's compliance with the applicable requirements ofthe Occupational Safety and
Health Act of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain
to a referenced requirement directly with the U.S. Department of Labor — Occupational Safety and
Health Administration.
FCP - 14 P ROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT Contractor and Subcontractor agree to comply with
mandatory standards and policies relating to use and procurement of certain telecommunications and
video surveillance services or equipment in compliance with the National Defense Authorization Act
[Public Law 1 ] 5-232 § 889(f)(1)].
FCP-15 CERTIFICATION OF OFFERERIBIDDER REGARDING TAX DELINQUENCY
AND FELONY CONVICTIONS
The Engineer must complete the following two certification statements. The Engineer must
indicate its current status as it relates to tax delinquency and felony conviction by inserting a
checkmark (0) in the space following the applicable response. The Engineer agrees that, i['awarded
a contract resulting fi-om this solicitation, it will incorporate this provision for certification in all
lower tier subcontracts.
Certifications
1) The Engineer represents that it is (D) is not (2) a corporation that has any unpaid Federal
tax liability that has been assessed, for which all judicial and administrative remedies have been
exhausted or have lapsed, and that is not being paid in a timely manner pursuant to all agreement
with the authority responsible for collecting the tax liability.
2) The .Engineer represents that it is (D) is not (1&1) is not a corporation that was convicted of
criminal violation under any Federal law within the preceding 24 in on th s .
Nate
If an Engineer responds in the affirmative to either of the above representations, the Engineer is
ineligible to receive an award unless the sponsor has received notification from the agency suspension
RFP No. AV 10052022, ALLIANCE A]RPORT NOISE LAND PROPERTIES,
Page 26 of 28
and debarment official (SDO) that the SDO has considered suspension or debarment and determined
that further action is not required to protect the Government' s interests. The Engineer therefore must
provide information to the owner about its tax liability or conviction to the Owner, who will then
notify the FAA Airpolts District Office, which will then notify the agency's SDO to facilitate
completion of the required considerations before award decisions are made.
Terin Dermitions
Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24)
months of a felony criminal violation under any Federal law and includes conviction of an offense
defined in a section of the U.S. code that specifically classifies the offense as a felony and
conviction of an offense that is classified as a felony under 18 U.S.C. § 3559.
Tax Del inntiency: A tax delinquency y is any unpaid Federal tax liability that has been assessed,
for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is
not being paid in a timely manner pursuant to ail agreement with the authority responsible for
collecting the tax Iiabi Iity.
FCP-I( TERMINATION FOR CONVENIENCE (PROFESSIONAL SERVICES)
The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and
without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as
explicitly directed by the Owner, the Contractor must immediately discontinue all services affected, Upon
termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings,
specifications, reports, maps, photographs, estimates, summaries, and other documents and materials
prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make
just and equitable compensation to the Consultant for satisfactory work completed up through the date the
Consultant receives the termination notice. Compensation will not include anticipated profit on non-
perforrrred services. Owner further agrees to hold Consultant harmless for errors or omissions in documents
that are incomplete as a result of the termination action under this clause.
FCP-17 TERMINATION FOR DEFAULT (PROFESSIONAL SERVICES)
Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are
essential to the completion of the work per the terms and conditions of the Agreement. The party initiating
the termination action must allow the breaching party art opportunity to dispute or cure the breach. The
terminating party must provide the breaching party [7] days advance written notice of its intent to terminate
the Agreement. The notice must specify the nature and extent of the breach, the conditions Guidelines for
Contract Provisions for Obligated Sponsors and Airport Improvement Program Projects Issued on June 19,
2018 Page 67 necessary to cure the breach, and the effective date of the termination action. The rights and
remedies in this clause are in addition to any other rights and remedies provided by law or under this
agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the
failure of the Consultant to: 1. Perform the services within the time specified in this contract or by Owner
approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; or
3, Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt
of the notice of termination, the Consultant must immediately discontinue all services affected unless the
RFP No. AV 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
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notice directs otherwise. Upon tennination of the Agreement, the Consultant must deliver to the Owner all
data, sumveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other
documents and materials prepared by the Engineer under this contract, whether complete or partially
complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work
completed up through the date the Consultant receives the termination notice. Compensation will not include
anticipated profit on non -performed services. Owner further agrees to Bold Consultant hann less for errors or
omissions in documents that are incomplete as a result of the termination action under this clause. If, after
finalization of the termination action, the Owner determines the Consultant was not in default of the
Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination
for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this
Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to
make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for
more than [ 180] days due to reasons beyond the control of tlme Consultant. Upon receipt of a notice of
termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating
the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual
agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies
it may have, proceed with terminating all or parts of this Agreement based upon the Owner's breach of the
contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to
receive full payment for all services performed or furnished in accordance with this Agreement and all
justified reimbursable expenses incurred by the Consultant through the effective date of termination action.
Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a
result of the termination action under this clause.
FCP-18 PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to use and
procurement of certain telecommunications and video surveillance services or equipment in compliance
with the National Defense Authorization Act [Public Law 1 I5-232 § 889(f)(])].
FCP-19 VETERAN'S PREFERENCE
In the employment of labor (excluding executive, adnministrative, and sripervisory positions), the
Contractor and all sub -tier contractors must give preference to covered veterans as defined within Title
49 United States Code Section 47112. Covered veterans include Vietnarn-era veterans, Persian Gulf
veterans, A fghan ista n -1 raq war veterans, disabled veterans, and small business concerns (as defined by
15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are
covered veterans readily available and qualified to perform the work to which the employment relates.
Signature: gam` P
Email: Ronald.Gonzales@fortworthtexas.gov
Signature:5
Email: allison.tidwell@fortworthtexas.gov
RFP No. AVI 10052022, ALLIANCE AIRPORT NOISE LAND PROPERTIES,
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