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HomeMy WebLinkAboutC2012-204 - 7/10/2012 - NAAgreement Number AJW- FN- CSA -12 -2087 NON - FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND THE CITY OF CORPUS CHRISTI CORPUS CHRISTI INTERNATIONAL AIRPORT CORPUS CHRISTI, TEXAS FAA WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract material, supplies, equipment, and services which the City of Corpus Christi, Texas (Sponsor) requires, has funds available for, and has determined should be obtained from the FAA; WHEREAS, it has been determined that competition with the private sector for provision of such material, supplies, equipment, and services is minimal; the proposed activity will advance the FAA's mission; and the FAA has a unique capability that will be of benefit to the Sponsor while helping to advance the FAA's mission; WHEREAS, the authority for the FAA to furnish material, supplies, equipment, and services to the Sponsor upon a reimbursable payment basis is found in 49 U.S.C. § 106(1)(6) on such terms and conditions as the Administrator may consider necessary; NOW THEREFORE, the FAA and the Sponsor mutually agree as follows: ARTICLE 1. Parties The Parties to this Agreement are the FAA and the City of Corpus Christi, Texas. ARTICLE 2. Type of Agreement This Agreement is an "other transaction" authorized under 49 U.S.C. § 106(1)(6). It is not intended to be, nor will it be construed as, a partnership, corporation, joint venture or other business organization. ARTICLE 3. Scope A. The purpose of this Agreement between the FAA and the Sponsor is to establish FAA support of the Sponsor's construction project to relocate Runway 17135 and all associated taxiways facilities and services at the Corpus Christi International Airport, Corpus Christi, TX ( "project "). The portion of the project covered by thisjNgr6 pus CHRISTI WA TRON DEPARTMEN T 2012 -204 JUL 16 2012 7/10/12 a Agreement V73 INDEXED DATE HECEIVED Agreement Number ArW- FN- CSA -12 -2087 is identified as Construction Phase I, the first of two construction phases addressing modifications to Runways 17135 and 13131 and respective taxiways. The Sponsor's project is designed to mitigate runway incursions associated with convergence of runways 31 and 35. The project is a multiphased effort wherein Runway 17135 will be shifted approximately 600 feet to the north and Runway 13131 will be shifted approximately 1000 feet to the northwest, thus increasing the separation of the convergence. The Sponsor's project will enhance airfield safety by improving aircraft ground movement and reducing the risks of incursion associated with converging runways, thereby benefiting the public and the FAA. This Agreement facilitates FAA Resident Engineering construction support, electronic installation, and flight inspection of the impacted FAA systems. The following impacts to FAA airfield equipment will result from the Sponsor's project: Runway 17 • Replace and relocate the Runway Omnidirectional Approach Lighting System (ODALS) with the refurbished runway 35 Medium- intensity Approach Lighting System with Runway Alignment. Indicator Lights ( MALSR) and establish a new MALSR Shelter • Relocate the Precision Approach Path Indicator (PAPI) Runway 35 • Replace and relocate the MALSR and establish a new MALSR shelter • Relocate the existing Glide Slope (GS) and shelter • Relocate the existing Localizer (LOC) and shelter • Relocate the touchdown Runway Visual Range (RVR) field sensor • Relocate and replace the Distance Measuring Equipment (DME) Run�31 • Procure the in- pavement MALSR fixtures This Agreement provides funding for the FAA to establish these services. Therefore, this Agreement is entitled: "Construction Phase I Only - Relocate and/or Replace FAA Equipment in Support of Modifying Runways 17 and 35 at the Corpus Christi International Airport, Corpus Christi, Texas" B. The FAA will perform the following activities: 1. Provide all technical assistance necessary to ensure the Sponsor's project meets applicable FAA rules, regulations, orders, requirements, and standards. z FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 2. Provide all FAA standard drawings, specifications, and directives for use by the Sponsor in execution of the project. 3. Meet with the Sponsor as required to coordinate and discuss project planning and engineering. 4. Execute sighting of FAA facilities, contingent upon the finished grading plan provided by the Sponsor as described in paragraph 3.B.7 below. S. Electronically locate and physically mark all FAA power and control cables in the areas affected by the Sponsor's construction. The FAA will provide oversight of the Sponsor's excavation of cable to ensure cable integrity. . G. Provide Resident Engineering (RE) services during all construction phases of the project necessary to establish or restore service to affected FAA facilities, systems, and equipment. During the construction phases of the project, it is the RE's responsibility to protect the FAA's interests. In furtherance of this responsibility the RE will: a. Be the FAA's primary point of contact for the Sponsor during these phases of the project to ensure that all necessary information is coordinated with the appropriate FAA parties; b. Ensure all reasonable efforts are made to minimize the impact to FAA operations and existing facilities; c. Notify Sponsor and FAA personnel about and document significant discrepancies between the approved design plans and specifications and the actual work performed; d. Notify the Sponsor of any failure of the work or materials to conform to the contract, the design plans and specifications, drawings, and/or of any delays in the schedule; e. Keep a construction diary and weekly status reports on the FAA facilities, systems, and equipment affected by the project; f Ensure compliance with all FAA rules, regulations, orders, standards, requirements, and agreements; and g. Witness key events in the project such as, but not limited to, the connecting and testing of all FAA power and control field cables and the exothermic welding of grounding, bonding, and lightning protection connections. The RE does not have authority to: h. Revoke, alter, or waive any requirement of the design plans, specifications, or drawings of the Sponsor's construction project.; i. Act as the contractor's foreman, or perform any other duties for the contractor; j. ma UO oflagkkp construction contractor; or Agreement Number AJW- FN- CSA -12 -20$7 k. Participate in, settle, or otherwise decide contractual matters in dispute between the Sponsor and its construction contractor. 7. Review and approve the Sponsor's construction contractor's "as- built" drawings for those portions of the project that includes FAA facilities, systems, equipment, and infrastructure. S. Participate with the Sponsor in all contractor acceptance inspection(s) (CAI) and Joint Acceptance Inspections (JAI) involving items affecting FAA. facilities for the purpose of identifying any deficiencies requiring correction (also called "exceptions "). 9. Coordinate and participate in all activities associated with the restoration of any affected FAA facilities, systems, and /or equipment. 10. Review, validate and assess environmental impacts of the Sponsor's environmental Due Diligence Audit and National Environmental Policy Act documentation that is required for termination of the existing locations and acquisition of future locations of the FAA navigation facilities, including their infrastructures, that must be relocated or replaced because of the Sponsor's project. 11. Arrange all flight inspections. 12. Ensure that all Sponsor - provided National Flight Data Center (NFDC) data for all FAA navigational aid (NAVAID) facilities associated with this project are submitted for publication. 13. Ensure modifications to the Frequency Transmitting Authorizations are appropriately processed. C. The Sponsor will perform the following activities: 1. Provide all funding for this Agreement. 2. Perform all appropriate surveys, engineering design, and construction for the relocation of the impacted FAA facilities and all associated components, including shelters, hardware, roadways, and infrastructure. The performance of these activities will also include the establishment of new shelters, equipment, associated components, hardware, and infrastructure necessary because of the Sponsor's project. 3. Develop the plans and specifications, with FAA participation and approval, for any changes to FAA facilities, systems, and /or equipment necessitated by the Sponsor's project. 4. Provide a full time technical on -site representative during all construction phases 4 FAA Non- Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 of the Sponsor's project where FAA facilities, systems, or equipment are affected. 5. Provide a schedule, within 30 days of the effective date of this Agreement and updated monthly (or as soon as changes occur), for the following tasks: a. Construction bid b. Construction award c. Construction start d. Construction completion e. Overall Construction sequencing schedule 6. Ensure that no other activities or projects at the airport, scheduled or otherwise, interfere with the FAA's flight inspections, acceptance testing, or other scheduled activities. 7. Provide a finished grading plan (including the latitude /longitude coordinates of centerline points and elevations to nearest 1' vertical) 18 months prior to the expected return to service of final locations. 8. Coordinate with the FAA a shutdown request for the NAVAIDs no less than 45 days prior to the start of construction affecting those NAVAIDs. A complete construction schedule must accompany the shutdown request. 9. Provide funding for any mandatory upgrades or modifications to any FAA facility impacted by the Sponsor's project. An example of required modification is safety - related improvements when a facility is "grandfathered" (i.e., allowed to operate under the original design but required to be compliant with current standards). 10. Provide to the FAA eight (8) sets of ANSI size "D" design drawings and specifications in hard -copy format and one electronic copy of the complete /finalized design drawings and specifications for project construction as soon as they are issued, but no later than 15 working days prior to the start of the project. The design drawings and specifications shall be sent to the following addresses: 2 sets to: FAA, Corpus Christi System Support Center (SSC) ATTN: Tracy W. Jones 6902 McGloin Road Corpus Christi, TX 78415 2 sets to: FAA Houston TSC ATTN: Gregory Bush, Manager 16600 John F. Kennedy Blvd Houston, TX 77032 5 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 4 sets and electronic copy to: FAA Central Service Center ATTN: Matt Bunke, AJW -C 14C 2601 Meacham Boulevard Fort Worth, Texas 76137 11. Complete the contract, bid, and award process for the construction phase of the project. The project's scope of work will include but not be limited to all plot site preparation work (e.g., trenching, grading, filling, foundations, demolition) and the installation of all necessary equipment and associated power, control, and coaxial cables. 12. Notify the FAA 30 calendar days in advance of when FAA RE services are required. FAA RE services will be required when the construction work on FAA facilities or their infrastructure begins. 13. Verify marked cables by hand - digging at multiple locations in the construction zone to establish cable depth, routing, and location confirmation. Re- establish and restore any FAA facilities impacted by project activities, including localizer ground check positions that are destroyed or otherwise made unusable by the project. Re- establishment shall be in accordance with specifications provided by the FAA. 14. Procure and install new cables (Heliax, Control, Ground and Power) and a duct bank for the project. Installation shall be done per FAA - provided specifications. If it becomes necessary to replace cable, then the Sponsor will replace power and control cable with new, continuous one -piece cables. The Sponsor will not splice FAA power or control cables. 15. Provide new mounting pad, base mounting hardware, and all cabling in accordance with FAA - provided specifications for all impacted FAA facilities. 16. Repair or replace any FAA facility access roadways, equipment pads, or shelter pads disturbed or degraded during construction. 17. Relocate shelters and associated equipment in the shelter in accordance with FAA standards and specifications. 18. Install conduit raceways in accordance with FAA - provided specifications 19. Correct all exceptions noted in the CAI and the JAI. 20. Reestablish the LOC ground check positions in accordance with FAA - provided specifications. 6 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 21. Provide a secure and weather - protected dry storage site or facility for all FAA equipment from the time the equipment is removed from its existing location until the equipment is reinstalled. 22. If electrical service. for any FAA facilities, equipment, or systems in this project is either established or revised, notify and provide the following information to the FAA: a. Name, address, and phone number of local electrical service supplier; b. Service address, meter number, and account number; c. Related information (e.g., service type, estimated energy consumption, copy of monthly billing charges, etc.). 23. At the time of the CAI, provide the FAA with all warranty information and documentation for the work done by the Sponsor's contractor on FAA facilities, equipment, and systems. This information shall include equipment or material provided and cable and grounding/lightning protection system testing. 24. At the time of the CAI, provide the FAA three (3) sets of redline, "as- built" drawings, D size (24 "X 36 ") in hard copy format. The Sponsor will also provide the FAA three (3) sets of final "as- built" drawings (ANSI "D" size) and one electronic copy upon the project's total completion. The final "as- built" drawings will be delivered no later than 60 days after project completion. The requirement for submitting "as- built" drawings to the FAA shall be in accordance with the milestones established in the project's plans and specifications. The Sponsor shall incorporate the "red line" drawing changes approved and provided by the FAA Resident Engineer to create the project's final "as- built" drawings. The "As- Built" drawings will include metes and bounds legal descriptions based on the land surveys performed on each FAA facility, system, and equipment site, restricted critical area, access road, and cable routes associated with the project. If the Sponsor does not provide the "As Built" drawings as required by this Agreement, the FAA will complete the "As- Built" drawings and bill the Sponsor for the expense. 25. Collect and provide to the FAA for publication all NFDC data for all NAVAIDs facilities associated with this project at least one year prior to the publication date. 26. Participate in flight inspections to address systems installed by the Sponsor. D. Delineation of Responsibilities: In addition to the above referenced responsibilities, the following delineates specific equipment responsibilities between the FAA and the Sponsor. 7 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 RUNWAY 17 1. Runway 17 ODALS Removal a. Light Stations Removal by: Storage by: Disposition by: Sponsor Sponsor FAA b. Ground to Ground Controller (to be reused in new Rwy 17 MALSR shelter) Removal by: FAA Storage by: FAA Installation in new shelter by: Sponsor c. Electronic Equipment Rack Removal by: Sponsor Storage by: Sponsor Disposition by: FAA d. Power Disconnect by: Sponsor 2. Rwy 17 MALSR — Refurbish Runway 35 MALSR and Relocate to Runway 17 a. Light Stations Removal from rwy. 35 and Refurbishment by: Sponsor Storage by: Sponsor Reassembly on rwy. 17 by: Sponsor b. New establishment of Shelter procured by the FAA under reimbursable agreement #AJW -FN- CSA -11 -2058 Offload from truck by: Sponsor Storage by: Sponsor Foundation by: Sponsor Mounting by: Sponsor c. Electronic Equipment Rack Removal from rwy. 35 shelter by: Sponsor Storage by: Sponsor Reassembly in new rwy. 17 shelter by: Sponsor s FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW -FN- CSA -12 -2087 d. Road Modification by: Sponsor e. Field Control Cable Materials furnished by: Sponsor Installation by: Sponsor Termination in shelter by: Sponsor L Power Materials furnished by: Sponsor Installation by: Sponsor Termination in shelter by: Sponsor 3. Runway 17 PAPI Relocation reimbursable agreement #AJW -FN- CSA -11 -2058 a. Facility Offload from truck by: Removal by: Sponsor Storage by: Sponsor Reassembly by: Sponsor b. Field Control Cable Materials furnished by: Sponsor Installation by: Sponsor c. Power Materials furnished by: Sponsor Installation by: Sponsor RUNWAY 35 1. Runway 35 MALSR a. Provision of MALSR: FAA a. Light Stations and GFE In- Pavement Fixtures Offload from truck by: Sponsor Storage by: Sponsor Assembly by: Sponsor b. New Establishment of Shelter procured by the FAA under reimbursable agreement #AJW -FN- CSA -11 -2058 Offload from truck by: Sponsor Storage by: Sponsor Foundation by: Sponsor Mounting by: Sponsor 9 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 c. New Electronic Equipment Installed in new shelter by: FAA (OKC) d. Road Modification by: Sponsor e. Telco Service Conduit and Cable Installation by: Sponsor Cable termination by: FAA f. Field Control Cable Materials furnished by: Sponsor Installation by: Sponsor Termination in Shelter by: Sponsor g. Power Materials furnished by: Sponsor Installation by: Sponsor Termination in Shelter by: Sponsor 2. Runway 35 Glide Slope a. Antenna Removal by: Sponsor Storage by: Sponsor Reassembly by: Sponsor b. Shelter Removal by: Sponsor Storage by: Sponsor Reassembly by: Sponsor c. Electronic Equipment Cable disconnect by: Sponsor Protection by: Sponsor (retained in shelter during relocation) Storage by: Sponsor (Temporary storage facility that is temperature controlled) d. Road Modification by: Sponsor e. Monitor Cable Materials furnished by: Sponsor Installation by: Sponsor Termination in Shelter by: FAA is FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12-2087 f. Antenna Cable Materials furnished by: FAA Installation by: FAA Termination in Shelter by: FAA g. Power Materials furnished by: Sponsor Installation by: Sponsor Termination in Shelter by: Sponsor h. Climbing Safety Rail System Materials furnished by: FAA Installation by: Sponsor i. Glide Slope Tower Repainting Materials furnished by: Sponsor Installation by: Sponsor 3. Runway 35 Localizer a. Antenna Array Removal by: Sponsor Storage by: Sponsor Reassembly by: Sponsor b. Shelter Removal by: Sponsor Storage by: Sponsor Reassembly by: Sponsor c. Electronic Equipment Cable disconnect by: Sponsor Protection by: Sponsor (retained in shelter during relocation) Storage by: Sponsor (Temporary storage facility that is temperature controlled) d. Road Modification by: Sponsor c. Telco Service and Field Control Cable Conduit and Cable Installation by: Sponsor Cable termination by: FAA 1� FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 f Antenna Cable Underground Materials furnished by: Underground Installation by: Above ground Materials furnished by: Above ground Installation by: g. Power Materials furnished by: Installation by: Termination in Shelter by: h. Localizer Antenna Repainting Materials fuunished by: Installation by: 4. Runway 35 Runway Visual Range (RVR) Field Sensor a. Facility Removal by: Storage by: Reassembly by: b. Field Control Cable Materials furnished by: Installation by: c. Power Materials fuunished by: Installation by: 5. Runway 35 DME a. Provision of DME: a. Old Antenna and Electronic Equipment Removal by: Storage by: Disposition by: b. New Antenna and Electronic Equipment Antenna Installation by: Equipment and Rack Installation in Shelter by: Sponsor Sponsor FAA FAA Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor .. Sponsor Sponsor FAA Sponsor FAA 12 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 c. Antenna Cable Materials and Cable Installation by: FAA Conduit Materials and Conduit Installation by: Sponsor Cable Termination in Shelter by: FAA RUNWAY 31 Procurement of Runway 31 MALSR In- Pavement Fixtures Runway 31 MALSR Modifications will be accomplished during the next construction phase of the Sponsor's project and addressed in a separate reimbursable agreement. However, in- pavement fixtures required for the Runway 31 modifications will be procured under this Agreement. a. MALSR In- Pavement Fixtures Procurement by: FAA Storage by: Sponsor ARTICLE 4. Points of Contact The FAA, Air Traffic Organization, Central Service Area, Technical Operations, Fort Worth, Texas, will perform the scope of work included in this Agreement. Matt Bunke is the FAA Technical Engineer and liaison with the Sponsor and can be reached at (817) 222 -4129. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 2. FAA Contracting Officer: The execution, modification, and administration of this Agreement must be authorized and accomplished by the Contracting Officer, Bradley K. Logan who can be reached at (817) 222 -4395. B. Sponsor: City of Corpus Christi ATTN: Fred Segund ;,Ale 1000 International Drive Corpus Christi, Texas 78406 Telephone: (361) 289 -0171 extension 1213 13 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 ARTICLE 5. Non - Interference with Operations The Sponsor understands and hereby agrees that any relocation, replacement, or modification of any existing or future FAA facility, system, and/or equipment covered by this Agreement during its term or any renewal thereof made necessary by Sponsor improvements, changes, or other actions which in the FAA's opinion interfere with the technical and/or operations characteristics of an FAA facility, system, and/or piece of equipment will be at the expense of the Sponsor, except when such improvements or changes are made at the written request of the FAA. In the event such relocations., replacements, or modifications are necessitated due to causes not attributable to either the Sponsor or the FAA, the parties will determine funding responsibility. ARTICLE 6. Property Transfer A. To the extent that the Sponsor provides any material associated with the project, and to the extent that performance of the requirements of this project results in the creation of assets constructed, emplaced, or installed by the Sponsor all such material (buildings, equipment, systems, components, cable enclosures, etc.) and assets will become the property of the FAA upon project completion. The transfer of ownership of such real and personal property to the FAA shall not require the creation of a transfer or other agreement by the Sponsor. It is being acknowledged by the parties to this Agreement that the FAA has assumed the fundamental responsibilities of ownership by assuming all operations and maintenance requirements for all property transferred to the FAA, and that the subject transfer to FAA is in the best interest of both the Sponsor and FAA. The Sponsor will provide a line item property listing in tabular format, as set forth in Attachment A to this Agreement (Transfer of Real and Personal Property Form), consisting of all real and personal property that will be included in the Project. Real property will be identified by each line item and cost (e.g., foundation size, building type and dimensions, systems, composition of access road and parking, linear feet of fencing and cabling, etc.). Personal property listing will include the bar code number (where applicable), manufacturer, full item description, part number and/or serial number, quantity, model number, cost, funding appropriation, etc. The cost data for each item will be supported by a copy of the original invoice or billing statement and a copy of the construction contract along with verification of the contract acceptance date. B. In order to ensure that the assets and materials transferred pursuant to this Article remain fully accounted -for and operational, the Sponsor will provide the FAA any additional documents and/or publications that will enhance the FAA's ability to manage, maintain, and track the assets being transferred. Examples include, but are not limited to, operator manuals, maintenance publications, bills of lading, invoices, purchase records, vendor contracts, construction contracts, and inspection reports. These documents will be considered required hand -off items upon project completion. 14 FAA Non- Federal Reimbursable Agreement V73 . Agreement Number AJW- FN- CSA -12 -2087 ARTICLE 7. Estimated Costs The estimated FAA costs associated with this Agreement are as follows: COST ESTIMATE — Corpus Christi, TX Phase 1 LABOR includes overhead char es ESTIMATED COSTS Construction Sites (Cable ID and Print Review) WB4050 $ 8,584.80 Environ & Occup Sfty Hlth Cmpl Review WB4030 $ 40,000.00 Construct Sites WB4050 $ 157,592.40 Install /Checkout WB4060 $ 96,861.00 JAI/Comm/Closeout WB4070 $ 200,000.00 Engineering Support WB4020 $ 23,000.00 Total Labor $ 526,038.20 Other Objects Travel WB4050, WB4060, WB4070 $50,000.00 General Supply Material & Trans. Services (RWY 31 MALSR Fixtures, LOC & GS Material) WB4050 $40,000.00 Flight Check WB4070 $85,365.00 Subtotal Other Objects $175,365.00 Overhead Other Objects 26.5% $ 46,471.73 Total Other Objects $221,836.73 Total Estimated Cost $747,874.93 ARTICLE 8. Period of Agreement and Effective Date This Agreement supersedes and nullifies any previous agreements between the parties on the subject matter. The effective date of this Agreement is the date of the last signature. This Agreement is considered complete when the final invoice is provided to the Sponsor and a refund is sent or payment is received as provided for in Article 9, Section E of this Agreement. Under no circumstances will this Agreement extend five years beyond its effective date. ARTICLE 9. Reimbursement and Accounting Arrangements A. The Sponsor agrees to prepay the entire estimated cost of the Agreement. The Sponsor will send a copy of the executed Agreement and full advance payment in the amount stated in Article 7 to the Accounting Division listed in Section C of this Article. The advance payment will be held as a non - interest bearing deposit. Such advance payment by the Sponsor must be received before the FAA incurs any obligation to implement this Agreement. is FAA Non- Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 B. The Sponsor certifies that arrangements for sufficient funding have been made to cover the estimated costs of the Agreement. C. The Accounting Division is identified by the FAA as the billing office for this Agreement. The Sponsor will send a copy of the executed Agreement and the full advance payment to the Accounting Division shown below. All payments must include the Agreement number, Agreement name, Sponsor name, and project location. The mailing address is: FAA Mike Monroney Aeronautical Center Attn: AMZ -330, Reimbursable Project Team P.O.. Box 25082 Oklahoma City, OK 73125 The overnight mailing address is: FAA Mike Monroney Aeronautical Center Attn: AMZ -330, Reimbursable Project Team 6500 S. MacArthur Blvd. Oklahoma City, OK 73169 Telephone. (405) 954 -6724 The Sponsor hereby identifies the office to which the FAA will render bills for the project costs incurred as: City of Corpus Christi Attn: Fred SeguncV 1000 International Drive Corpus Christi, Texas 78406 (361) 289 -0171 extension 1213 D. The FAA will provide a quarterly Statement of Account of costs incurred against the advance payment. E. The cost estimates contained in Article 7 are expected to be the maximum costs associated with this Agreement, but may be modified to recover the FAA's actual costs. If during the course of this Agreement actual costs are expected to exceed the estimated costs, the FAA will notify the Sponsor immediately. The FAA will also provide the Sponsor a modification to the Agreement which includes the FAA's additional costs. The Sponsor agrees to prepay the entire estimated cost of the modification. The Sponsor will send a copy of the executed modification to the Agreement to the FAA -Mike Monroney Aeronautical Center with the additional advance payment. Work identified in the modification cannot start until receipt of the additional advance payment. In addition, in the event that a contractor performing work pursuant to the scope of this Agreement brings a claim against the FAA and the 16 FAA Non- Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 FAA incurs additional costs as a result of the claim, the Sponsor agrees to reimburse the FAA for the additional costs incurred whether or not a final bill or a refund has been sent. ARTICLE 14. Changes and Modifications Changes an modifications to this Agreement will be formalized by a written modification that will outline in detail the exact nature of the change. Any modification to this Agreement will be executed in writing and signed by the authorized representative of each party. The parties signing this Agreement and any subsequent modification(s) represent that each has the authority to execute the same on behalf of their respective organizations. No oral statement by any person will be interpreted as modifying or otherwise affecting the terms of the Agreement. Any party to this Agreement may request that it be modified, whereupon the parties will consult to consider such modifications. ARTICLE 11. Termination In addition to any other termination rights provided by this Agreement, either party may terminate this Agreement at any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated parry other than payment of amounts due and owing and performance of obligations accrued, in each case on or prior to the termination date, by giving the other party at least thirty (30) days prior written notice of termination. Payment of amounts due and owing may include all costs reimbursable under this Agreement, not previously paid, for the performance of this Agreement before the effective date of the termination; the total cost of terminating and settling contracts entered into by the FAA for the purpose of this Agreement; and any other costs necessary to terminate this Agreement. Upon receipt of a notice of termination, the receiving party will take immediate steps to stop the accrual of any additional obligations which might require payment. All funds due after termination will be netted against the advance payment and, as appropriate, a refund or bill will be issued. ARTICLE 12. Order of Precedence If attachments are included in this Agreement and in the event of any inconsistency between the attachments and the terms of this Agreement, the inconsistency will be resolved by giving preference in the following order: A. This Agreement B. The attachments ARTICLE 13. Legal Authority This Agreement is entered into under the authority of 49 U.S.C. § 106(1)(6), which 17 FAA Non - Federal Reimbursable Agreement V73 Agreement Number AJW- FN- CSA -12 -2087 authorizes the Administrator of the FAA to enter into and perform such contracts, leases, cooperative agreements and other transactions as may be necessary to carry out the ftmctions of the Administrator and the Administration on such terms and conditions as the Administrator may consider appropriate. Nothing in this Agreement will be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation. ARTICLE 14. Disputes Where possible, disputes will be resolved by informal discussion between the parties. In the event the parties are unable to resolve any dispute through good faith negotiations, the dispute will be resolved by alternative dispute resolution using a method to be agreed upon by the parties. The outcome of the alternative dispute resolution will be final unless it is timely appealed to the Administrator, whose decision is not subject to further administrative review and, to the extent permitted by law, is final and binding (see 49 U.S.C. § 46110). ARTICLE 15. Warranties The FAA makes no express or implied warranties as to any matter arising under this Agreement, or as to the ownership, merchantability, or fitness for a particular purpose of any property, including any equipment, device, or software that may be provided under this Agreement. ARTICLE 16. Insurance The Sponsor will arrange by insurance or otherwise for the full protection of itself from and against all liability to third parties arising out of, or related to, its performance of this Agreement. The FAA assumes no liability under this Agreement for any losses arising out of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its behalf. ARTICLE 17. Limitation of Liability To the extent permitted by law, the Sponsor agrees to indemnify and hold harmless the FAA, its officers, agents and employees from all causes of action, suits or claims arising out of the work performed under this Agreement. However, to the extent that such claim is determined to have arisen from the act or omission by an officer, agent, or employee of the FAA acting within the scope of his or her employment, this hold harmless obligation will not apply and the provisions of the Federal Tort Claims Act, 28 U.S.C. § 2671, et seq., will control. The FAA assumes no liability for any losses arising out of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its behalf In no event will the FAA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages. is FAA Non - Federal Reimbursable Agreement V73 b O Agreement Number AJW- FN- CSA -12 -2087 ARTICLE 18. Civil Rights Act The Sponsor will comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in federally assisted programs. ARTICLE 19. Protection of Information The parties agree that they will take appropriate measures to identify and protect proprietary, privileged, or otherwise confidential information that may -come into their possession as a result of this Agreement. ARTICLE 20. Security In the event that the security office determines that the security requirements under FAA Order 1600.72A applies to work under this Agreement, the FAA is responsible for ensuring that security requirements, including compliance with AMS clause 3.14 -2, Contractor Personnel Suitability Requirements (January 2011) are met. ARTICLE 21. Entire Agreement This document is the entire Agreement of the parties, who accept the terms of this Agreement as shown by their signatures below. In the event the parties duly execute any modification to this Agreement, the terms of such modification will supersede the terms of this Agreement to the extent of any inconsistency. Each party acknowledges participation in the negotiations and drafting of this Agreement and any modifications thereto, and, accordingly that this Agreement will not be construed more stringently against one party than against the other. If this Agreement is not executed by the Sponsor within 120 calendar days after the FAA transmits it to the Sponsor, the terms contained and set forth in this Agreement shall be null and void. AGREED: FEDERAL AVIATION ADMWISTRATION SIGNATURE NAM TITL S Contracting Offic r DATE (o v CITY OF SIGNATU NAD TITLE _ ��. 0,�,, � DATE i 19 FAA Non - Federal Reimbursable Agreement V73