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Home My WebLink AboutContract 44378C1iY SECRETARY CaNTRACT N0. .��,� Agreement Number AJW-FN-CSA-13-2108 NON-FEDERAL PRELIMINARY DESIGN REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION r_�.i�: CITY OF FORT WOR�'H FORT WORTH MEACHAM INTERNATIONAL AIRPORT FORT WORTH, TEXAS � m c-� m < m 0 n � � i c� N � � � m c-� m C m 0 � � � �-► � � � sra WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract services which the City of Fort Worth, Fort Worth Meacham International Airport, Fort Worth, 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 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 agency's mission; WHEREAS, the authority for the FAA to furnish 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 City of Fort Worth. 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 This Agreement provides funding for FAA services limited to labor, travel, and expenses required to perform preliminary engineering for firture implementation of the Sponsor's Non-Federel Preliminary Design Reimbursable Agreement V73 � ��;��r� �E�R��,�6�� e 1 of 7 � ��• �D�TFi. '1'�f Agreement Number AJW-FN-CSA-13-2108 project identified below. Preliminary engineering includes technical consultation, site visits, feasibility assessments, project planning, scope definition, development of cost estimate(s), and review of Sponsar provided design package. No government furnished equipment, engineering design, or implementation services will be provided under this Agreement. If required, the FAA and the Sponsor will enter into a separate agreement to cover the implementation of the costs included in the estimate developed under this Agreement. Therefore, this Agreement is titled: Preliminary Design Reimbursable Agreement for the FAA to determine impacts to FAA facilities due to the Sponsor's project to construct a Westside Parallel Taxiway at Fort Worth Meacham International Airport, Fort Worth, Texas. ARTICLE 4. Points of Contact . .. . :_: The FAA Central Service Area, Mission Support Services Group will perform the scope of work included in this Agreement. Deip Ngo is the Program Implementation Manager and liaison with the Sponsor and can be reached at 817- 222-4464. 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 Fort Worth Fernando Costa, Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas '76102 (817) 392-6122 ARTICLE 5. Reserved ARTICLE 6. Reserved ARTICLE 7. Estimated Costs The fully-loaded estimated FAA cost associated with this Agreement is $20,000.00. The fully-loaded estimate cost includes the 26.5% overhead. ARTICLE 8. Period of Agreement and Effective Date Non-Federal Preliminary Design Reimbursable Agreement V73 Page 2 of 7 Agreement Number AJW-FN-CSA-13-2108 This Agreement supersedes and nulliiies 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 iinal 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 18 months 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. 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: (404) 954-6724 The Sponsor hereby identifies the ofiice to which the FAA will render bills for the project costs incurred as: City of Fort Worth Attn: Ruseena Johnson, Project Manager 1000 Throckmorton Street Suite 200 Fort Worth, Texas 76102 (817) 392-5407 Non-Federal Preliminary Design Reimbursable Agreement V73 Page 3 of 7 Agreement Number AJW-FN-CSA-13-2108 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 modiiication 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 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 10. Changes and Modi�cations Changes and/or modifications to this Agreement will be formalized by an appropriate 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 modiiied, 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 party 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 bili will be issued. Non-Federal Preliminary Design Reimbursabie Agreement V73 Page 4 of 7 Agreement Number AJW-FN-CSA-13-2108 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 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 functions 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. Reserved 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 Non-Federal Preliminary Design Reimbursable Agreement V73 Page 5 of 7 Agreement Number AJW-FN-CSA-13-2108 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 behal£ 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. 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 ofiice 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. � ' � Non-Federal Preliminary Design Reimbursable Agreement V73 Page 6 of 7 Agreement Number AJW-FN-CSA-13-2108 FEDERAL AVIATION ADMINISTRATION SIGNATURE c�.-.-.-y NAME �I��r��y K- Lc�4/.IN TITLE Contractin Officer DATE �% � Non-Federal Preliminary Design Reimbursable Agreement V73 CITY OF FORT WORTH SIGNATURE �N,,,,� �,� NAME ��-�,/j'�!/�'�LL� � � ��- TITLE C!li��'l.� �i! �, %l� ,/l/I'U.1� DATE �/3 / 13 At�ast�ad by: Mary J. �� 4� �ao oa° � . ae_ _�o '�,� APPRnVED AS `f� FO AND �ECAI�ITY: l �� , � �y�� --; r � � . -- _ - CITY ATTORNEY OFFICIAL RECORD CI'TY SECR(E?'ARY �'o Pf��11'P�Is, �l°?� _ .---_, Page 7 of 7