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
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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.
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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
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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
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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
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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.
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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.
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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
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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
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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
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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
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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
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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
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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.
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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.
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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
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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
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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.
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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
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