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HomeMy WebLinkAboutContract 60141City Secretary Contract No. 60141 FORT WORTH, N111 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.. ("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 an update to the Rate and Charges Analysis prepared for the City's Aviation Department and submitted by Airport Business Solutions on March 26, 2021. 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 December 31, 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 -Two Thousand and Five Hundred Dollars ($22,500.00). Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves the additional costs for such services Professional Services Agreement Between the City of Fort Worth and OFFICIAL RECORD ABS Aviation Consultancy, Inc. dba Aviation Business Solutions CITY SECRETARY page 1 of 15 FT. WORTH, TX City Secretary Contract No. in writing. The City shall not be liable for any additional expenses of the Consultant not specified by this Agreement unless the City first approves such expenses in writing. 3.2 Reimbursable Expenses: As part of any fee due under subsection 3.1 and in accordance with Exhibit B of this Agreement, the City shall reimburse the Consultant for expenses incurred; however, all such expenses must be approved by the City in advance and shall not exceed Five Thousand Dollars ($5,000.00). Further, these expenses must be for Consultant travel (such as airfare, lodging, personal car mileage, and a limited per diem) (collectively "Reimbursable Expenses"). Personal car mileage will be billed at rates not exceeding standard IRS business mileage rates in effect at travel time. 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, the Consultant shall provide copies of receipts for all Reimbursable Expenses incurred under subsection 3.2 and shall reference the appropriate phase of work in which Reimbursable Expenses were incurred. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable information to the extent the same is available. Consultant shall request payment of fees and Reimbursable Expenses by submitting an invoice to the City of Fort Worth Aviation Department, aviationinvoicesn,,fortworthtexas.sov. Attn: Erin Roden at 201 American Concourse, Suite 330, Fort Worth, TX 76106. Invoices are due and payable within thirty (30) days of receipt. On full and final completion of the Services under Exhibit A, the Consultant shall submit a final invoice, if necessary; including any unpaid reimbursable expenses pursuant to subsection 3.2 and City shall pay any balance due within 30 days of receipt of such invoice. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. Additionally, City is not liable to Consultant for attorney's fees incurred in collection of any disputed or contested charges. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 2 of 15 City Secretary Contract No. 4. Termination. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-abbrobriation 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. 5.4 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 3 of 15 City Secretary Contract No. City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Ri2ht to Audit. Consultant agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. Indenendent 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. Liabilitv and Indemnification. 8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 4 of 15 City Secretary Contract No. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this Agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. 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. Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 5 of 15 City Secretary Contract No. 10. Insurance. Consultant shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $2,000,000 - Each Occurrence $4,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (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 Reauirements (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. Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 6 of 15 City Secretary Contract No. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, sub -Consultants and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB -CONSULTANTS OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 7 of 15 City Secretary Contract No. 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 Verde, FL 32081-5114 Phone: (813) 855-3600 With copy to Fort Worth City Attorney's Office at Facsimile: (813) 200-1014 same address 14. Solicitation of Emulovees. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any fixture 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 Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 8 of 15 City Secretary Contract No. 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 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 Nationalitv 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 Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Page 9 of 15 City Secretary Contract No. 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 Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Companv 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 Bovcott 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 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. 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. 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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: Dana Bu�aHdoff By: Dana Burghdoff (Sep 2 , 202315:58 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Sep 20, 2023 2023 APPROVAL RECOMMENDED: By: 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 requirements. By: Fr&vv L . ei ovIeiVli Name: Erin L. Roden Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: Name: Roger Venables Name: Thomas Royce Hansen Title: Aviation Systems Director Title: Assistant City Attorney II. 0 9 abn ATTEST: p� �FORroA°° CONTRACT AUTHORIZATION: M&C: N/A Pvo �=0 Form 1295: By: / Name: Jannette S. Goodall Title: City Secretary CONSULTANT: ABS Aviation Consultancy, Inc. dba Airport Business Solutions By. n , Name: Michael A. dges Title: President / CEO Date: September 13 2C23 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — Exhibit C Page 12 of 15 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Update to Rates and Charges Analvsis. dated March 26.2021 (attached as Exhibit D1 The Consultant will provide City with an updated analysis of the Aviation Department's Rates and Charges for all City -owned Airports. Deliverable: This over -arching analysis will include updated reviews, summaries, suggested changes, and recommendations based on market condition changes that may have occurred since the last report dated March 26, 2021; that will each be included in an updated report provided in both electronic and hard copy format and will analyze the following categories: • Market -based ground rents for FBOs • Market -based ground rents for corporate hangar sites • Market -based ground rents for other aeronautical development sites • Market -based ground rents for non -aeronautical projects • Market -based rents for various aeronautical facilities (t-hangar, box hangar, community hangar, etc.) • Fuel flowage fees for each City -owned airport • Customs fees at Meacham • Other related aeronautical fees appropriate for various businesses and developments Anticipated completion time - Sixty (60) days after the executed contract. Consultant will provide the electronic copy of the deliverables mentioned above to Barbara Goodwin at Barbara. aoodwin Pfortworth texas. aov. 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 _Ahpor•t Airport Business Solutions �- Business "Vahtation and ConsultingSen-ices to the Ariation Industry" 90 Fort Wade Road, Suite 100, Ponte Vedra, Florida 32081-5114 i Solutions Phone (813) 855-3600 www.airportbusiness.net APPROVED N,. August 21, 2023 Ms. Barbara Goodwin Real Property Manager City of Fort Worth Aviation Department 201 American Concourse Suite 330 FortWorth, Texas 76106 RE: Proposal for Consulting Services Update of Rates & Charges Analysis City of Fort Worth Airports Fort Worth, Texas Dear Ms. Goodwin: Per your request, Airport Business Solutions (ABS) appreciates the opportunity to submit a proposal for an updated analysis of market rates related to rent and fees for various properties and activities of the airports owned and operated by the City of Fort Worth. The scope of the analysis would be to update our March 26, 2021 report previously completed for the City. Given the scope of the project, our fee would be predicated upon "time and expenses" at our standard hourly rates of $425.00 for myself and $275.00 for Randy Bisgard and Bobbi Thompson, C.M., and $225.00 per hour for Stephanie Morgan. These hourly rates would be inclusive of necessary travel and project -related expenses related to a site visit for both the Meacham International (FTW) and Spinks (FWS) Airports. The total cost for the project would not exceed $22,500, inclusive of expenses. The assignment would be completed within 60 days of receipt of written notice to proceed. We appreciate the opportunity to submit this proposal, as well as the prospectus of working with you again. If you should have questions, please do not hesitate to contact me. Respectfully Submitted, Mich el A. Hodges, President/CEO Solutions as Unique as the Problems.. . 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 131 HOLLYBROOK DRIVE FLATROCK, NC 28731-8593 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Consultant. Name: Position: Signature 2. Name: Position: Signature Name: Position: Signature Name: Michael A. Hodges Signature of President / CEO Other Title: Date: Professional Services Agreement Between the City of Fort Worth and ABS Aviation Consultancy, Inc. dba Aviation Business Solutions Pagc 15 of 15