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Home My WebLink AboutContract 48896 o CrnrsEC 'ate REGE�� CONTRY- N®, q 8 �^ MEMORANDUM OF UNDERSTANDING �Fp�ZwP� FOR ARFF SERVICES ti , BETWEEN ORBITAL ATK AND CITY OF FORT WORTH FOR LOCATION AT FORT WORTH MEACHAM INTERNATIONAL AIRPORT This Memorandum of Understanding (MOU) is entered into by Alliant Techsystems Operations LLC, a wholly owned subsidiary of Orbital ATK, Inc. ("Orbital ATK") have offices at 173 American Concourse and City of Fort Worth, Texas ("City") for the sole purpose of the provision of aircraft rescue and firefighting (ARFF) services in accordance with National Aerospace Standard 3306,revision 3 (NAS 3306). Orbital ATK is a hangar tenant in the Hangars located at 173 American Concourse as well as 8N & 9S 400 Gulfstream Road, Fort Worth Meacham International Airport ("Meacham"), located in the city limits of the City of Fort Worth, and owned and operated by the City. Station 44 for the Fort Worth Fire Department (FWFD) is located within the secured fence of Meacham. Two firefighters are stationed in Station 44 24 hours a day, seven days a week to respond to incidents at Meacham. Station 25 for the FWFD is located just outside the secured fence of Meacham, is also responsive to Meacham, and has four firefighters stationed 24 hours a day, seven days a week. City has housed at Station 44 an ARFF vehicle which meets the overall design capabilities set forth in the National Fire Protection Association ("NFPA") Standard 414 — "Standard for Aircraft Rescue and Fire-fighting Vehicles" ("NFPA 414"). In the event that Orbital ATK requires additional support for a category 4 or larger aircraft that requires three or more ARFF certified firefighters on duty, as listed by NAS3306 Orbital ATK will notify Station 44, 24 hours prior to any flight or ground activity giving adequate time for Station 44 to provide the additional required ARFF support. This occurs when Hazardous Operations, as defined below, are occurring. A written agreement detailing ARFF responsibilities by the parties is necessary, and for this reason, the following responsibilities are being listed: Responsibilities: 1. The following aircraft activities (collectively referred to herein as "Hazardous Operations") shall be supported by City with the full complement of three (3) ARFF certified firefighters ("Full Complement"): a. From 30 minutes prior to takeoff and until 15 minutes after takeoff. b. From 15 minutes prior to landing until 10 minutes after landing. C. During launches and recoveries for functional check flights. Orbital ATK ARFF MOU Meacham OFFICIAL. Page 1 of 6 RECORD CI Ty SECRETARY WoRTII, TX d. Fueling and defueling. e. Powering on engines. f. Engine runs. 2. (1) Additional ARFF firefighter in support for a category 4 or larger aircraft during the times required (minimum of 4 hours for each up-staff). 3. A minimum of one appropriately staffed ARFF Vehicle shall provide standby coverage during Hazardous Operations. City will test the ARFF Vehicle annually to ensure the ARFF Vehicle meets NFPA 414. 4. ARFF firefighters, excluding the drivers of the ARFF Vehicle, shall wear protective clothing and equipment ("PPE") that meets the requirements of either (i) NFPA Standard 1971 (2007 Edition) — "Standard for Protective Ensembles for Structural Fire Fighting and Proximity Fire Fighting" ("NFPA 1971"), or (ii) International Civil Aviation Organization requirements. City shall provide, maintain, and make readily available the PPE. As of the date of this agreement, the PPE at Station 44 meets the requirements for proximity gear as defined in NFPA 1971. If, during the course of this MOU, structural gear is used, Orbital ATK must submit a risk analysis to the customer for the use of structural gear. 5. ARFF firefighters must meet the training requirements set forth in NAS 306. As of the date of this MOU, all required training has been or is being conducted. If required, Orbital ATK will cooperate with a program of instruction, including hands-on training, to all Station 44 ARFF firefighters. 6. Whenever possible, Orbital ATK shall give the designated representative of the Fort Worth Fire Department, as may be designated by City for this MOU from time to time, 24 hour advanced notice of the activities requiring the Full Complement; if 24 hour notice is not possible, Orbital ATK shall give as much advanced notice as possible to FWFD. Orbital ATK will not commence Hazardous Operations until notified by FWFD that a Full Complement is available. 7. In the event of any aircraft accident, incident, emergency, or mishap requiring response by FWFD, incident command shall be established pursuant to the National Incident Management System, and FWFD shall be in control of the aircraft through the investigation stage of the incident and until FWFD relinquishes or delegates that control, subject to federal regulations and requirements. 8. This MOU shall be for a term of three (3) years from the date of the last signature of a party hereunder; provided, however, in the event no funds or insufficient funds are appropriated and budgeted by City or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this contract, then the City will immediately notify Orbital ATK of such occurrence and this MOU shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall Orbital ATK ARFF MOU Meacham Page 2 of 6 have been appropriated. The parties will review this MOU periodically and shall incorporate any necessary changes in writing, signed by both parties. 9. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 10. Orbital ATK agrees that the City shall, until the expiration of three (3) year after final payment under this MOU, have access to and the right to examine any directly pertinent books, documents, papers and records of Orbital ATK involving transactions relating to this Agreement. Orbital ATK agrees that the City shall have access during normal working hours to all necessary Orbital ATK's facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Orbital ATK reasonable advance notice of intended audits (the City and Employee must comply with TC-02 (work on Buyer's Premises) attached hereto. 10.1. Technical data as defined in the International Traffic in Arms Regulation (22 CFR Parts 120 — 130 et. seq.) or technology as defined in the Export Administration Regulations (15 CFR Parts 730 — 744 et. seq.) of the U.S. which may be disclosed under this Agreement is subject to U.S. export control laws and regulations. The parties shall not export, disclose, furnish or otherwise provide any such article, technical data, technology, defense service, or technical assistance of the other party to any foreign person or entity, whether within the U.S. or abroad, without obtaining, in advance, (a) appropriate U.S. government export authorization, and (b) written approval from the other party. The receiving party will indemnify the disclosing party and hold it harmless from any liability resulting from the receiving party's violation of this provision or applicable export laws or regulations. 10.2. The parties agree to protect any U.S. classified information or material exchanged under this Agreement in accordance with the Department of Defense National Industrial Security Program Operating Manual (NISPOM), DoD 5220.22-M. 10.3. All notices between the parties shall be given addressed, except as each party may update in writing from time to time, as follows: Orbital ATK City of Fort Worth 173 American Concourse City Manager's Office Fort Worth,TX 76106 200 Texas St.Fort Worth,TX 76102 Attention: Celeo Wright Attention:Valerie Washington, Phone: 817-916-3351 Assistant City Manager,Phone: 817-392-1234 Email: Celeo.Wright@orbitalatk.com Email:Valerie.Washington@fortworthtexas.gov Orbital ATK ARFF MOU Meacham Page 3 of 6 11. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. This Agreement shall be construed under and in accordance with Texas law. 12. This MOU is not assignable by either party. Any attempted assignment of this MOU without the City's prior written approval shall be void. 12.1. Neither party may assign or transfer this Agreement or any of its obligations under this Agreement to any third party without the prior written consent of the other party, except to a successor in interest by way of merger, acquisition, corporate reorganization, or the like,provided, however, that such successor is not a competitor to the other party. Any attempt to make a prohibited assignment will be void and without effect. This Agreement will be binding upon, and may be enforced by, the parties and their successors and permitted assigns. 12.2. This Agreement constitutes the entire agreement between the parties with respect to the requirement to protect Proprietary Information related to the subject matter hereof, and it supersedes all prior and contemporaneous oral or written agreements, commitments or understandings between the parties relating to such matter. 12.3. Should any provision of this Agreement be determined to be unenforceable or prohibited by any applicable law, this Agreement shall be considered severable as to such provision which shall then be inoperative, but the remaining provisions shall be valid and binding. 12.4. This Agreement may be signed in two counterparts, which will each be deemed an original but will together form a single agreement. Neither party will be bound until both parties have duly executed their counterparts or the same copy of this Agreement. 13. Orbital ATK, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City related to or arising out of its obligations under this Agreement. 14. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. 15. With the exception of paragraphs 2, 16, and 17, this MOU is not intended to be a binding agreement of any sort upon either of the Parties to perform work, to license any technology, or to otherwise be bound to future obligations. Any binding legal obligations to perform such efforts will arise only if and when the Parties enter into a written, executed Teaming Agreement or other formal contract agreement to be prepared and mutually agreed to by the Parties, which shall, to the extent necessary, incorporate by reference the terms herein. Orbital ATK ARFF MOU Meacham Page 4 of 6 16. Export / Import. No Party will import or export technical data or defense services pursuant to, or in reliance upon, this MOU. 17. Waiver, Amendment, and Interpretation. Neither Party may waive any of the terms or conditions of this MOU, nor may this MOU be amended or modified, except by a duly signed writing referring to the specific provision to be waived, amended or modified. The MOU shall be interpreted pursuant to the laws of the State of Virginia, notwithstanding that jurisdiction's conflict of laws rules. 18. ORBITAL ATK 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, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF ORBITAL ATK, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. ORBITAL ATKAGREES TO DEFEND, INDEMNIFY,AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) ORBITAL ATK'S NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF ORBITAL ATK, ITS OFFICERS, AGENTS,ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORSARISING OUT OF ITS PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH ORBITAL ATK AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LA WS OF TEXAS. This MOU may be signed in counterparts, and is signed by the parties below to be effective as of the last signature of a party hereunder; Orbital ATK ARFF MOU Meacham Page 5 of 6 ORBITAL ATK i Brad Hayes, General M an ger CITY OF FORT WORTH Assistant City Manager Att �®� S�. ty Secretary Approved as to Form and Legality Sr. Assistant C4 Attorney NO M&C 'al<Qi1I �D EOFFICIIAILORDRYOrbitalATK ARFF MOU X Meacham Page 6 of 6 City of Fort Worth 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. J Name o Empll1oyee L �j Title OFFICIAL RECUR ID SECRETARY .WORTH,TX