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HomeMy WebLinkAboutContract 62853Agreement Number AJW-FN-CSA-25-SW-006967 NON-FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND CITY OF FORT WORTH FORT WORTH SPINKS FORT WORTH, TEXAS CSC No. 62853 WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract, material, su pplies, equipment, and services which the City of Fort Worth (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; 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 A.The purpose of this Agreement between the FAA and the Sponsor is to provide funding for FAA approved Federal Telecommunications Infrastructure (FTI) communications between Fort Worth Spinks (FWS) Airport Traffic Control Tower (ATCT) and Dallas Fort Worth (DI0) Terminal Radar Approach Control Facility (TRACON). Costs included in this Agreement are limited to the Non­ Recurring Charges (NRC) for the establishment of a new service or relocation of an existing service, 24 months of Annual Recurring Charges (ARC), and labor and mate rials required to complete establishment or relocation of the telephone service. After the initial 24 months of ARC charges are incurred, the FAA will assume all future ARC costs for the remaining life of the service at no additional expense to _the Sponsor. Therefore, this Agreement is titled: Non-Federal Reimbursable Agreement V97 Page 1 of 8 Agreement Number AJW-FN-CSA-25-S W-0069 67 Fort Worth, TX (FWS) Spinks -Provide Federal Telecommanications Infrastructure (FTn between FWS ATCT and D10 TRA,CON. B. The FAA will pezform the following activities: I. Provide all tecluucal assistance necessary to ensure that the Sponsor's project meets FAA rules, regulations, orders, requirements, and standards. 2. Ordez and coordinate the establishment of the FTI service. 3. Provide all required FTI equipment, Sponsor funded. C. The Sponsor wi11 perform the follovving activities: 1. Provide funding for all activities outlined in this Agreement. 2. Provide Fiber Optics Telecommunications Service from a local exchange carrier (LEC), minimum 12-strands, compatible with connection to FTI service, to the D10 TRACON. D. This agreement is noi in whole or in part funded with funding from an AIP grant. ARTICLE 4. Points of Contact A. FAA: The FAA Central Service Area, Planning and Requirements will provide administrative oversight of this Agreemeni. Kim Brockman is the Lead Planner and liaison with the Sponsor and can be reached at 817-222-4825 or via email at Kim.Broclanan@faa.gov. This liaison is not author�ized to make any commitmeni, or otherwise obligate the FA.A, or authorize any changes which affect the estimated cost, period of performance, or other terms and condiiions of this Agreement. 2. The FAA Central Service Area, Terminal Engineering Center will perform the scope of work included in this Agreement. Kevin Miles is the Terminal Engineering Center Manager and liaison with the Sponsor and can be reached at 817-222-4982 or via email ai Kevin.D.Miles@faa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FA.A., or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 3. The execution, amendment, and administration of this Agxeement must be authorized and accomplished by the FAA's Contracting Officer, Bradley K. Logan who can be reached at 817-222-4395 or via email ai Brad.Logan@faa.gov. Non-Federal Reimbursable Agreement V97 Page 2 of 8 Agreement Number AJW-FN-CSA-25-SW-006967 B. Sponsor: City of Fort Worth _ Atin: Clinton Tuggle 450 Alsbury Court Fort Worth, TX 76028 817-392-5433 Clinton.Tuggle@fortworthtexas.gov ARTICLE 5. Non-Interference with Operations The Sponsor wnderstands and hezeby agrees thai any relocation, replacement, or modification of any existing or future FAA facility, system, and/or equipment covered by this Agreement during its terna 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, sysiem, and/or piece of equipment will be at the expense of the Sponsor, except when such improvements or chaanges are made at the written request of ihe FAA. In the event such relocations, replacements, or modifications axe necessitated due to causes not attributable to either the Sponsor or the FAA, the parties will deternune funding responsibility. ARTICLE 6.� Property Transfer A. To the extent ihat ihe Sponsor provides any material associated with the Project, and to the extent that pezformance of the requirements of this Proj ect results in the creation of assets constnzcted, emplaced, or installed by the Sponsor, all such material (buildings, equipment, systems, components, cable enclosures, etc.) and assets will be transferred to and become the properry of the FAA upon project compleiion. For purposes of this Article 6, "project completion" means that FAA has inspected ihe specific equiprxient or construction, and has accepied 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 ihe laws of the state in which ihe subject properiy is located. The Sponsor and FAA aclaiowledge by execution of this agreement the FAA will accept ihe fundamental responsibilities of ownership by assurning all operations and maintenance requirements for all property transferred to the FAA. The transfer of asset(s) wi11 occur on the date the asset(s) is placed in service. It has been determined the subject transfer(s) to FA.A is in ihe best interest of both the Sponsor and FAA. B. In order to ensure that the assets and materials subject to this Article remain fully accounted-for aand operational, ihe Sponsor will provide the FAA any addiiional documents and publications that will enhance the PAA's ability to manage, maintain and tzack 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. ' Non-Federal Reimbursable Agreement V97 Page 3 of 8 Agreement Number AJW-FN-CSA-25-SW-006967 ARTICLE 7. Estimated Costs The estimated FA.A costs associated with this Agreement are as follows: 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 of this Agreement. This Agreement will not extend more than 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 submit full advance payment in the amount stated in Article 7 to the Reimbursable Receipts Team lisied in Section C of this Article. The advance payxnent 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. Upon completion of this Agreement, the final costs will be netted against the advance payment and, as appropriate, a refund or final bill will be sent to the sponsor, except as described in section D of this Article. Per U.S. Tr.easury guidelines, refunds under $1.00 will not be processed. Additionally, FAA will not bill the sponsor for amounts less than $1.00. B. The Sponsox certifies that arrangements for suff cient funding have been made to cover the estimated costs of the Agreemeni. Non-Federal Reimbursable Agreement V97 Page 4 of 8 ARTICLE 8. Period of Agreement and Effective Date Agreement Number AJW-FN-CSA-25-S W-006967 C. The Reimbursable Receipts team is identified by the FAA as the billing office for this Agreement. The preferred method of payment for ihis agreement is via Pay_Gov. The sponsor can use a check or credit card to provide funding in this manner and receipt- pzocessing time is typically within 3 working days. Alternatively, the sponsor can mail the payment io the address shown below. When submitting funding by mail, the Sponsor must include a copy of the executed Agreement and ihe full advance payment. All payments mailed to the FA.A must anclude the Agreement number, Agreement name, Sponsoz name, and proj ect Iocation. Payments submitted by mail are subject to receipt-processing delay ofup to 10 working days. FAA payment remittance address using USPS is: DOT/FAA/ESC P.O. Box 25770 AMK-322 — MPB 328 Oklahoma City, OK 73125 FAA. payment remitiance address using Fed Ex (overnight) is: DOT/FAA/ESC AMK-322 — MPB328 6500 S. MacArthur Blvd. Oklahoma City, OK 73125 The Sponsor hereby identifies the office to which the FA.A will render bills for the project costs incurred as: Ciry of Fort Worth Aviation Department Attn: Christy Medina 201 American Concourse, Suite 330 Fort Worth, TX 76106 AVIaccounting@fortworthtexas.gov D. The FA.A will accept payments under this Article from only ane of two sources: either (1) the Sponsor or (2) a Third Party on behalf of the Sponsor, and the same source must make all required paymenis. If a Third Party makes the payments, then any refund due from FAA upon completion of the Agreement will be rettuned to that Third Parry. E. The FAA will provide the Sponsor a quarterly Statement of Account of costs incuired against the advance payment. F. The cost estimates contained in Article 7 are expected to be the maximum costs associated with this Agreement, but may be amended 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 immediaiely. The FAA will also provide the Sponsor an amendxneni io the Agreemeni which includes the FAA's additional costs. The Sponsor agrees to prepay the entire estimated cost of the Non-Federal Reimbursable Agreement V97 Page 5 of 8 Agreement Number AJW-FN-C SA-25-S W-006967 amendmeni. The Sponsor will send a copy of the executed amendment to ihe `Agreement to the Reimbursable Receipts Team with the additional advance payment. Work identified in the amendment cannot start until receipi of the additional advance payment. In addition, in the event that a contractor perfomling 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 FA.A for the additional costs incurred whether or not a final bill or a refund has been sent. ARTICLE 10. Changes and Amendments Changes and/or amendments to this Agreement will be fonmalized by a written amendment that will outline in detail the exact nature of the change. Any amendment to this Agreement will be executed in writing and signed by the authorized representative of each paxty. The parties signing this Agreement and any subsequent amendment(s) represent that each has the authority to execuie the same on behalf of their respective organizations. No oral.statement by any person will be interpreted as amending or otherwise affecting the tezms of the Agreement. Any party to this Agreement may requesi that it be amended, whereupon the parties will consult to consider such amendxnents. ARTICLE 11. Termination In addition to any other termination rights provided by this Ab eement, eiiher pariy may ieriuinate this Agreement at any time prior to its expiration date, with or without cause, and without incuning any liabiliiy or obligation to the terminated pariy other than paymeni of amounts due and owing and performance of obligations accrued, in each case on or prior to the termination date, by giving the other pariy at least tl�irty (30) days prior written notice of termination. Payment of amounis 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 tern�ination; the total cost of terminating and settling coniracts entered into by the FAA for the purpose of this Agzeement; and any other costs necessary to tenminate this Agreement. Upon receipt of a notice of termination, the receiving pariy wi11 take immediate steps to stop the acczual of any additional obligations which might require payment. All funds due after termination wi11 be netted against the advance paymeni and, as appropriate, a refund or bill will be issued. A.RTICLE 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 Non-Federal Reimbursable Agreement V97 Page 6 of 8 Agreement Number AJW-FN-CSA-25-S W-006967 ARTICLE 13. Legal Auihority This Agreement is entered into under one or more of the following authorities: 49 U.S.C. § 106(1), 31 U.S. Code 6505 Intezgovernrnental Coogeration Act_ Nothing in this Agreement will be construed as incorporating by reference or implication any pzovision of Federal acquisition law or regulation. ARTICLE 14. Disputes Where possible, disputes will be resolved by infozmal 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 altemative dispute resolution will be final unless it is timely appealed to the Adminisfrator, 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, oz fitness for a particular purpose of any property, including any equipment, device, or software ihat may be provided wnder 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 Agreemeni. The FAA assumes no liability under this Agreement for any losses arising oui of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its behalf. .A.RTICLE 17. Limitation of Liability To the extent permitted by law, the Sponsor agrees to indemnify and hold hannless ihe FA.A., its officers, agents and eznployees 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 wili not apply and the provisions-ofthe Federal Tort Claims Act, 28 U.S.C. § 2671, et seq., will control. The FA.A 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. Non-Federal Reimbursable Agreement V97 Page 7 of 8 Agreement Nu.n�ber AJW-FN-CSA-25-S W-006967 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 Informaiion 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 thzs 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 Agreemeni, the FAA is responsible for ensuring that security requirements, including comp�iance witb AMS clause 3.14.2.1, Contractor Personnel Suitability Requirements 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 amendment to this Agreement, the terms of such amendment 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 amendments 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 calendat days after the FAA transmits it to the Sponsor, ihe terms contained and sei forth in this Agreement shall be nu11 and void. Additionally, the FAA expects this agreement to be funded within 120 days of execution, if funding is not received by that date; the FAA may exercise the right to renegotiate estimated costs. AGREED: FEDERAL AVIATION ADMINISTRATION CITY OF FORT WORTH �— IlaO...G��,ri. SIGNATURE -�.s�'------"� SIGNATURE v�: ��e �:v�sn����� tFeh Za, zoz_ -..;� cs-; N� ��'!�/�L.�Y lC. L9s�,� TITLE Contracting Officer DATE o� ��o �� d � S' NAME Valerie Washington TITLE Assistarit City Manager DATE 2/20/2025 Non-Federal Reimbursable Agreement V97 Page 8 of 8 APPROVAL RECOMMENDED: Roger M. Venables Aviation Systems Director 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. ��Tuggle Clinton Tuggle Airport Supervisor, Spinks Airport ATTEST: � A � Jannette S. Goodall City Secretary Approved as to Form and Legality ca=�F�4£�� CST) Candace Pagliara Assistant City Attorney