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HomeMy WebLinkAboutContract 44391cr� s��,_�r,j� ca�rr�►cT �o r AJW-FN-CSA-12-2093 NON-FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND CITY OF FORT WORTH, TEXAS For the FORT WORTH MEACHAM INTERNATIONAL AIRPORT WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract, material, supplies, equipment, and services which the City of Fort Worth, Texas for the benefit of the Fort Worth Meacham International Airport (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 Fort Worth, Texas for the beneiit of the Fort Worth Meacham International Airport. 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 is to identify the scope of effort the parties mutually agree will take place to support the airport development project to construct a new hangar on the south end of the airport and to mitigate the impact to the FAA facilities, systems, and/or equipment th`.fj� fis �o be relocrate(d �a/t e Fort Worth Meacham r� \'..%�il'pN.9p�."\�� , �Il�k w���71'.��Iq � I �±r��'� ,���+���I�'��'� Non-Federal Reimbursable A reement V74 �y �e ��� M�� "�"' g g — CE�V�� ��R 23 21�j�j Pa e1of15 Agreement Number AJW-FN-CSA-12-2093 International Airport. The construction of the new hangar and the responsibilities hereinafter described and delineated shall be referred to as the "project". This project will significantly impact FAA owned facilities by requiring the following activities: 1. Relocation of the Remote Transmitter/Receiver (RTR) Transmitter site; 2. Relocation of the Remote Communications Outlet (RCO); 3. Relocation of the Very High Frequency Omnidirectional Range Test Facility (VOT); and 4. Replacement of the Direct Current Backup Power System (DCBUS). The FAA and the Sponsor recognize this project affords a Target of Opportunity to upgrade the existing FAA UHF and VHF Transmitters to the Next Generation Air/Ground Communications (NEXCOM) Multimode Digital Radios (MDR) systems. At this time, the new FAA systems are not available; however, if the FAA systems become available during the project the FAA will provide them at no cost to the Sponsor. The Sponsor shall also have the responsibility to ensure that no other activities or projects, scheduled or otherwise, excepting events that are outside of Sponsor's control, interfere with the FAA's equipment installation, performance verification, acceptance inspections, flight inspections, and/or other scheduled project activities. Any interference with FAA activities and responsibilities will add additional costs to the original estimate submitted. It is the purpose and intent of this Agreement to provide the necessary project funding for the FAA to support the activities associated with this project. Therefore, this Agreement is titled: "Relocation of the Remote Transmitter Receiver, Remote Communications Outlet, Very High Frequency Omnidirectional Range Test Facility and Install New Direct Current Backup Power System at the Fort Worth Meacham International Airport, Fort Worth, Texas" B. The FAA will perform the following activities: 1. Provide all technical assistance to enable the Sponsor to meet applicable FAA regulations, rules, orders, requirements, standards, and specifications during the design, construction and installation phases of the project. 2. Provide FAA standard drawings, specifications, and directives, and any other information required to assist the Sponsor in designing and preparing the site specific plans for the project. 3. Meet with the Sponsor to coordinate and discuss ali project plaruiing and engineering. 4. Review project design and provide corresponding comments (for related relocation of all FAA facilities, systems, equipment, and supporting infrastructure) in support of the construction phases of the Sponsor's project at 50% and 90% of the Sponsor's design plans and specifications. The final or 100% Non-Federal Reimbursable Agreement V74 Page 2 of 15 Agreement Number AJW-FN-CSA-12-2093 design phase interval will be for signature only. The final or 100% design plans and speciiications are not final until the FAA has notified the Sponsor that all the requested corrections have been incorporated into the design's plans and specifications. 5. Perform the Electronic engineering transmittals necessary for the FAA impacted facilties. Electronics engineering will include performing site surveys, coordinating project details and scope, reviewing equipment documentation, reviewing orders, providing specifications, submitting frequency requests, submitting telecommunication requests, developing installation materials lists, purchasing materials, and establishing and/or developing new drawing sets and writing transmittals. 6. Review the Sponsor's existing environmental documents. '7 Provide a FAA construction representative or Resident Engineer (RE) on-site as necessary to oversee the construction efforts during the Sponsor's project that affect FAA facilities, systems, equipment, and their infrastructures. 8. Review and approve the "as-built" drawings for the portion of the project that includes FAA facilities, systems, equipment, and their infrastructure. 9. Electronically locate and physically mark all FAA power and control cables in the area affected by the Sponsor's construction. Any cable requiring excavation for location coniirmation will be executed by the Sponsor with FAA oversight. 10. Coordinate with the Airport Sponsor in order to ensure that National Environmental Policy Act (NEPA) documentation for the project incorporates associated FAA Facilities and Equipment (F&E) actions. Also ensure NEPA documentation meets FAA requirements and approvals. 11. Complete Environmental Due Diligence Audit (EDDA) documentation for FAA F&E facilities with real property transaction(s) that are associated with this project. 12. Prepare and deliver to the Sponsor a revised List of Facilities and No Cost Land on Airport Memorandum of Agreement (MOA) for the Sponsor's approval and execution. 13. Participate with the Sponsor in any and all Contractor Acceptance Inspection(s) (CAI) and Joint Acceptance Inspection(s) (JAI) of the all FAA relocated facilities for the purpose of identifying any deficiencies or corrections required, otherwise noted as exceptions. Any punch list items generated at the CAI shall be corrected by the Sponsor as soon as possible. 14. Participate in, coordinate with, and perform all activities associated with the restoration of any and all affected FAA facilities, systems, and equipment, including such activities as performing flight inspection. 15. Contact the supplier to initiate the transfer of the electrical service account from the Sponsor to the FAA after the JAI of the project. The Sponsor shall provide meter numbers and electric cost information needed to generate an approved funding obligation to pay for the recurring charges and to accomplish this transfer action. The FAA will refund to the Sponsor the cost of the electricity to power the impacted FAA facilities associated with this Agreement until the transfer of electrical charges is completed. Costs to establish the electric service (i.e. setting Non-Federal Reimbursable Agreement V74 Page 3 of 15 Agreement Number AJW-FN-CSA-12-2093 the transformer, primary cabling, etc.) will not be refunded by the FAA as it is incidental to the relocation and /or replacement of the facility. 16. Provide disposition instructions of the replaced FAA facilities. 17. Complete electronic package and As-Built drawings for all FAA facilities. 18. Execute the activities identified for the following facilities: RTR Transmitters a) Provide engineering, materials, and installation of existing radios or new radios as part of the communication equipment modernization program if available; b) Provide new or relocate existing antennas and terminate all coaxial cables; c) Inspect and provide all technical support for installation of grounding materials; d) Oversee the installation of all antenna poles and associated cabling; e) Tune up and check-out all electronic equipment; � Perform engineering design review and consultation; and g) Approve and execute all modifications to the land MOA, as required. RCO a) Provide engineering, materials, and installation of existing radios or new radios as part of the communication equipment modernization program if available; b) Inspect and provide all technical support for the installation of grounding materials; c) Terminate all the FAA power and control cable and tune-up radio equipment; and d) Approve and execute all modifications to the land MOA, as required. VOT a) Inspect and technically support the Sponsors relocation of the VOT system; b) Inspect and provide technical support for the installation of grounding materials; c) Terminate all the FAA power and control cable and tune-up VOT equipment; d) Coordinate flight check operations and support flight check of the VOT, including commissioning; and e) Approve and execute all modifications to the land MOA, as required. DCBUS a) Initiate, inspect and technically support the contracted installation of a new DCBUS system; b) Inspect and provide technical support for the installation of grounding materials; c) Terminate all the FAA power and control cable and tune-up DCBUS equipment; and Non-Federal Reimbursable Agreement V74 Page 4 of 15 Agreement Number AJW-FN-CSA-12-2093 d) Approve and execute all modifications to the land MOA, as required. C. The Sponsor will perform the following activities: 1. Provide all of the funding for activities outlined in this Agreement. 2. Ensure that the project's design and work is in compliance with all applicable and current building and construction codes. 3. Ensure that the project's design and work is in compliance with all applicable FAA regulations, rules, orders, standards, and specifications. 4. Provide to the FAA the proposed schedule and any changes for the construction phases of the project within 30 days of the effective date of this agreement and 30 days prior to construction start as mutually agreed to by the Sponsor and the FAA. 5. Correct any and all deficiencies and exceptions under the oversight of the FAA Resident Engineer that were identified during the CAI and JAI for all facilities, systems, and equipment covered by this Agreement within 30 days of being identified. 6. Inspect and provide technical support for installation of grounding materials. During construction and under the approval of the FAA Resident Engineer take photographs of exothermic welds before they are buried and provide the photographs to the FAA. 7. Submit an Obstruction Evaluation for the proposed location of all impacted FAA systems and shelters and any construction activities requiring separate review and approval. 8. Perform all work associated with the construction, relocation, and reintegration of the FAA iield cables, duct bank, and manholes/handholes in accordance with all applicable FAA requirements. All FAA field cables shall be tested and documented before and after their installation in the presence of the FAA RE in accordance with FAA specification FAA-C-1391B, Installation and Splicing of Underground Cables. 9. Execute the activities (with advance planning, scheduling, and coordination to minimize any equipment shutdown or temporary service outage) identified for the following facilities: RTR Transmitters a) Design, survey, and construct four new RTR antenna towers with associated foundations, ladder climbing safety devices, RF cabling, lightning protection, electrical and antenna demarcation boxes with grounding; b) Design, survey, and construct a new 20' x 32' RTR equipment shelter with associated power panels, HVAC systems, interior and exterior lighting, cable ladders, square duct, junction boxes, grounding, lightning protection designed and suitable for the relocation of the FAA's electronic equipment; c) Fill, compact and grade plot for the new FAA RTR facility construction. Install4" of crushed limestone gravel over the new RTR site. Construct gravel access roads, maintenance plots, and walkways. Provide final grading of new FAA RTR site; Non-Federai Reimbursable Agreement V74 Page 5 of 15 Agreement Number AJW-FN-CSA-12-2093 d) Design and construct an earth grounding counterpoise system to interconnect the building, towers and duct bank per FAA order FAA 019e; e) Design, survey and construct a dual path communications duct bank to connect the new FAA RTR site and the existing FAA ATCT. Install associated demarcation junction boxes at the FAA ATCT; � Furnish and install commercial power services, power cables, and control cables including intra-cabling; g) Furnish electrical power to the new FAA shelter until new FAA site has been cut-over and is functionally operational; h) Remove the existing towers and their associated foundations; i) Remove and demolish existing building and foundations, restore old RTR site to a preconstruction condition; RCO a) Furnish and install commercial power services, power cables, and control cables including intra-cabling; b) Install lightning protection, bonding and perimeter ground system furnished with equipment shelter; and c) Relocate all the RCO equipment from inside the existing shelter to the new shelter including antennas. VOT a) Furnish and install commercial power services, power cables, and control cables including intra-cabling; b) Install lightning protection, bonding and perimeter ground system; and c) Relocate all the VOT equipment from inside the existing shelter to the new shelter including antenna. DCBUS a) Provide funding for the procurement and installation of the new DCBUS; b) Furnish and install commercial power services, power cables, and control cables including intra-cabling; and c) Install lightning protection, bonding and perimeter ground system. 10. Facilitate, document, and mitigate issues as identified by the FAA within 30 days of being identiiied; 11. Provide a schedule within 30 days of the effective date of this Agreement, and updated monthly (or as soon as changes occur), including the following tasks: a) Design start; b) Design complete; c) Construction bid; d) Construction award; e) Construction start; fl Construction complete; and g) Overall Construction sequencing schedule. Non-Federal Reimbursable Agreement V74 Page 6 of 15 Agreement Number AJW-FN-CSA-12-2093 12. Provide the FAA detailed information (exhibits, diagrams, drawings, photographs, plans, elevations, coordinates and heights) for all of the proposed, planned or related projects in the airport. 13. Complete the contract, offer, and award process for the construction phases of the project using the approved FAA plans and speciiications for the FAA impacted facilities. 14. Provide to the FAA, for its coordination and review, six sets of D-sized drawings (24" x 36") "of the project's designs and speciiications at the project's 50%, 90% and final design phases. The FAA will have 21 working days to submit comments back to the Sponsor for each review cycle. Within 21 working days of receipt of FAA's comments, or within such other period as the parties may agree, the Sponsor will provide the FAA a written response to each of the FAA's comments, suggestions, and requirements. Drawings and plans are not considered final until the FAA approves them. No construction will be allowed to start until the plans, specifications, and airspace cases have been approved by the FAA. Send the review drawings and specification sets of the project's plans to the following individuals: (4) Four sets to: FAA Central Service Center ATTN: Don Tran AJW-C 13B 2601 Meacham Blvd. Fort Worth, Texas 76137 (2) Two sets to: FAA, Fort Worth SSC ATTN: Kevin Allemen WCJ83-DFW 1050 Meacham Blvd.. Fort Worth, Texas 76106 15. Provide the FAA three (3) sets of D-sized (24"x36") "As-Built" drawings in hard copy and one set in an electronic file using the Microstation format. The electronic file shall include all the accompanying library files needed to generate a complete set of drawings. The "As-Built" drawings will be delivered to the FAA no later than 45 days after project completion. The requirement for "As-Built" drawings to be delivered to the FAA shall be in accordance with the milestone established in the project's pians and speciiications. Send the drawings and specification sets to the following individual: Non-Federal Reimbursable Agreement V74 Page 7 of 15 Agreement Number AJW-FN-CSA-12-2093 FAA Central Service Center ATT`N: Don Tran AJW-C13B 2601 Meacham Blvd. Fort Worth, Texas 76137 16. Notify the FAA at least 60 calendar days in advance of when FAA construction oversight services are required. The FAA RE will be required when any construction associated with or on FAA facilities, systems, and/or equipment or the infrastructure associated with the foregoing takes place. The presence or absence of an FAA RE does not relieve the Sponsor or his Contractor from any requirement contained in this Agreement, nor is the RE authorized to change any term or condition of the Agreement without the Contracting Officer's written authorization. 17. Coordinate with the FAA a shutdown request for the FAA navigational aids (NAVAIDs) no less than 45 days prior to the start of construction affecting those NAVAIDs. A complete construction schedule must accompany the shutdown request. 18. Participate in a mutual or joint inspection of the relocated FAA facilities and prepare a plan for the correction of any items that are identified as not acceptable to the FAA. a) If the Sponsor's contractor will correct these items, the Sponsor will be responsible for payment to their contractor(s); b) If the FAA completes these corrections, the FAA will be reimbursed by the Sponsor. 19. Ensure its Contractor maintains an adequate inspection system and perform such inspections to ensure the work performed under the contract conforms to requirements in this Non-Federal Reimbursable Agreement. The Sponsor's Contractors shall maintain complete inspection records and make them available to the FAA. All work is subject to FAA inspection at all places and at all reasonable times before acceptance. 20. Provide all appropriate documentation on make/models numbers and manuals on all systems installed, as required. 21. Provide any and all information on known existing releases of hazardous substances/materials or other environmental conditions, or the threatened releases of any hazardous substances/materials or other environmental conditions, that might or would impact the FAA relocated facilities. The Sponsor agrees to remediate, at its sole cost, all hazardous substance contamination found to impact the proposed FAA facilities, systems, and/or equipment prior to construction and modification to the land rights MOA. 22. Provide the FAA unencumbered access to all of the site areas involving or affecting FAA facilities, systems, and/or equipment both during and after the construction project. 23. Provide to the FAA at the time of the CAI all warranty information and documentation on the FAA facilities, systems, and/or equipment work done by Non-Federal Reimbursable Ag�eement V74 Page 8 of 15 Agreement Number AJW-FN-CSA-12-2093 the Sponsor's contractor, including material and equipment provided, cable and grounding/ lightning protection system testing, etc. 24. Establish or modify electrical service for any FAA facilities, equipment and/or systems incorporated in this project and pay for any one-time costs incurred. Also, the Sponsor shall pay any recurring utility charges until the project is completed and accepted by the FAA. The Sponsor must notify the FAA at the end of the project and provide the essential information listed below, so that FAA can initiate the transfer of the electrical service account. The information to be provided to the FAA is as follows: a) Name, address, and phone number of local electrical service supplier; b) Service address, meter number, and /or account number; and c) Related information (e.g. service type, estimated energy consumption, copy of monthly billing charges, etc.). 25. Submit the completed Transfer of Real and Personal Property Forms per Article 6 of this Agreement. (See attachments A) ARTICLE 4. Points of Contact . .. 1. The FAA Central Service Area, Communications Engineering Center Fort Worth, Texas will perform the scope of work included in this Agreement. Bill Durbahn is the Program Implementation Manager and liaison with the Sponsor and can be reached at (817) 222-4687. 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 or via electronic mail at brad.logan@faa.gov. B. Sponsor: City of Fort Worth Fernando Costa, Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 Telephone: (817) 392-6122 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 Non-Federal Reimbursable Agreement V74 Page 9 of 15 Agreement Number AJW-FN-CSA-12-2093 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 modiiications 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. For purposes of this Article 6, "project completion" means that FAA has inspected the equipment or construction, and has accepted it as substantially complete and ready for use. The creation of an additional agreement will not be required, unless such other agreement is required by the laws of the state in which the subject property is located. The Sponsor and FAA acknowledge that the FAA has accepted 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 transfer of ownership of such real and personal property to the FAA shall be supported by Attachment A(Sponsor Cost and Transfer Certification Form) executed by the Sponsor and FAA. The Sponsor will provide a line item property listing in tabular format including costs, as set forth in Attachment A, consisting of all real and personal property that will be included in the Project. The cost data for each item will be supported by documentary evidence of reasonable cost and ownership, including, for example, the original invoice or billing statement, bill of lading, a copy of the construction contract, and verification of the contract acceptance date. Attachment A must be submitted to the FAA within 90 calendar days from the date of official request from the FAA. B. In order to ensure that the assets and materials subject to this Article remain fully accounted-for and operational, the Sponsor will provide the FAA any additional documents and publications that will enhance the FAA's ability to manage, maintain and track the assets being transferred. Examples may include, but are not limited to, operator manuals, maintenance publications, warranties, inspection reports, etc. These documents will be considered required hand-off items upon project completion. ARTICLE 7. Estimated Costs The estimated FAA costs associated with this Agreement are as follows: Non-Federal Reimbursable Agreement V74 Page 10 of 15 Agreement Number AJW-FN-CSA-12-2093 Estimated Descri tion of Reimbursable Item Cost Labor En ineerin for Im lementation WB4020 $148,960.00 Construction Support Installation and check out WB4050 WB4060 $136,040.00 Commission and close out WB4070 $17,856.00 Labor Total $302,856.00 Other Ob'ects EDDA Su port WB4030 $10,000.00 Fli ht Check WB4070 $1,918.00 DC BUS WB4060 $75,000.00 General Supply, Materials Misc. (Transportation, Storage and other Misc items) WB4050, WB4060 $45,000.00 Other Ob'ects Total $131,918.00 Subtotal Labor & Other Ob'ects $434,774.00 Overhead 26.5%) $115,215.11 Grand Total $549,989.11 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 FAA 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 FAA 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 fiiil Non-Federai Reimbursabie Agreement V74 Page 11 of 15 Agreement Number AJW-FN-CSA-12-2093 advance payment to the FAA 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, Oklahoma 73125 The overnight mailing address is: FAA Mike Monroney Aeronautical Center Attn: AMZ-330, Reimbursable Project Team 6500 South MacArthur Boulevard. Oklahoma City, Oklahoma 73169 Telephone: (405)-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 Telephone: (817) 392-5407 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. F. The FAA will refund any unused prepayment or payments to the Sponsor upon completion of the project. Non-Federal Reimbursable Agreement V74 Page 12 of 15 Agreement Number AJW-FN-CSA-12-2093 ARTICLE 10. Changes and Modifications Changes and/or modifications to this Agreement will be formalized by a written modification that will outline in detail the exact nature of the change. Any modiiication 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 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 bill will be issued. ARTICLE 12. Order of Precedence If attachments are included with this agreement and in the event of any inconsistency between the terms of this Agreement, the inconsistency will be resolved by giving preference in the following order: A. The 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. Non-Federal Reimbursable Agreement V74 Page 13 of 15 Agreement Number AJW-FN-CSA-12-2093 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 iitness 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 hold harmless the FAA, its officers, employees, and agents 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 an act or omission by an officer, employee, or agent 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 proiits, 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 Non-Federal Reimbursable Agreement V74 Page 14 of 15 Agreement Number AJW-FN-CSA-12-2093 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, Contracting and Industrial Security Program 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 ADMINISTRATION SIGNATURE t�nw�� NAME h TITLE Contracting Officer DATE �%7'�—/ � T�itJG(i S . �. � � �� \ i�� i J. CITY OF FORT WORTH, TEXAS SIGNATURE �p �j(�—. ��'��J NAME �(�',�r��c> �c� ���_ TITLE ' . ��`�. _�� �� � S�� �5,�� ;i , DATE z3 /3 _, �-' ��.�,.. APPROVED AS TQ FORM AND LEGALIT � - _=-�-_ �._ ., __--> �; / �flFFIC1Al� V�dE��u16� u 4 � � . c'� _ - - CI'�' SECRETARYf � ��ITY ATTORNEY Y�Y Non-Federal Reimbursable re �d'��t= ----- -� Page 15 of 15