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HomeMy WebLinkAboutC02-075 Midwest Air Traffic Control Agreement! 6 ' J AGREEMENT FOR OPERATION OF THE EAGLE COUNTY REGIONAL AIRPORT CONTROL TOWER BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO AND MIDWEST AIR TRAFFIC CONTROL SERVICE INC. AGREEMENT THIS AGREEMENT is hereby made and entered into thiKZ day of 2002, at Eagle, Colorado, by and between the Board of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic, (herein referred to as "COUNTY ") and Midwest Air Traffic Control Service, Inc., a Kansas corporation (hereafter referred to as "CONTRACTOR "). WITNESSETH WHEREAS, the COUNTY is the owner and operator of the Eagle County Regional Airport (hereinafter called "Airport "), located in the County of Eagle, State of Colorado; and WHEREAS, the COUNTY has entered into a contract with the Federal Aviation Administration Contract No. , dated , hereinafter called "FAA Contract" for the provisions of air traffic control services at the Airport; and if the FAA Contract is not attached to this Agreement at the time of execution of this Agreement it shall be so attached as soon as the same is available from the FAA; and WHEREAS, the CONTRACTOR has proposed to perform all of the services required by, and to conform to all of the terms and conditions of the FAA Contract; and WHEREAS, the CONTRACTOR has proposed to provide certain additional related services for the operation of the Airport; and WHEREAS, the COUNTY desires to subcontract all of its obligations pursuant to the FAA Contract and to obtain those additional related services from the CONTRACTOR; NOW, THEREFORE, the parties in consideration of the covenants and agreements of the respective parties herein contained, the parties do hereby agree to the following: C � ARTICLE 1 PREMISES The COUNTY grants the CONTRACTOR, for performance of the provisions of this Agreement, access to the CONTRACTOR's mobile Control Tower situated at the Airport. County shall be responsible for the base structure on which the Contractor's control tower is presently atop and Contractor shall be responsible for its control tower. ARTICLE II TERM The term of the Agreement shall commence on April 1, 2002, and continue through September 30, 2002 which shall be known as the base year. The Agreement may be extended for four additional and successive one -year terms commencing October 1, 2002. County shall provide Contractor with, notice of the intention to renew for such an additional one year term prior to the expiration of the then current term. The beginning and /or ending dates of any term shall change, if necessary, to conform to the FAA Contract. It is understood and agreed to by the parties that FAA funding is a condition precedent to either party's obligation for the initial term. It is further agreed that each party's obligation for any additional year shall also be contingent upon receipt of FAA funding. ARTICLE III SCOPE OF SERVICES CONTRACTOR will furnish a portable control tower and all labor, materials, and equipment to provide air traffic control and weather observation services as described in, and conforming to the terms and conditions of the FAA Contract. A copy of the FAA Contract is attached hereto as Attachment 1 and incorporated herein by this reference. All obligations, liabilities and duties imposed by the FAA Contract on the County and the "Request for Competitive Sealed Proposals" and attachments, appendices and tables thereto, with the exception of FAA Order Number 6480.4 Air Traffic Control Tower Siting Criteria and FAA Order Number 6480.7(c) Air Traffic Control Tower and Terminal Radar Approach Control Facility Design Guidelines, are considered part of this Agreement and are attached hereto as Attachment 2. Contractor's proposal shall be attached as Attachment 3. CONTRACTOR shall provide all services and comply with all provisions set forth in the above mentioned Request for Competitive Sealed Proposal. Contractor shall C, cf; provide one (1) air traffic control facility capable of meeting FAA requirements for radios, personnel, AWOS equipment, airport lighting control, telephone equipment or other equipment as needed. By executing this Agreement, Contractor states that it is aware that payment for services shall be made monthly, to be paid after completion of each month's services. The parties to this agreement agree that Contractor shall provide service during the "Core Hours" of 7:00 a.m. to 7:00 p.m. seven days each week. In addition to the hours of service specified in the FAA Contract (the Core, Hours), Contractor shall provide such other additional hours of service as may be requested by County from time to time, provided that performing such additional hours of service does not conflict with the full performance of the duties required under the FAA Contract. Such additional hours of service, will be separately invoiced. If requested by County, as set forth above, Contactor shall provide two additional hours each day at the rate of $40.00 per hour, based upon the current federal wage determination with respect to the FAA Contract. Additional hours requested by County, beyond the two additional hours per day, shall also be separately invoiced at $40.00 per hour or the then negotiated rate. Contractor shall at all times be in compliance with applicable FAA regulations governing the maximum working hours and safety standards. CONTRACTOR shall adhere to the Airport Emergency Operations Plan and perform the duties of the tower operator described therein. CONTRACTOR shall designate an on -site Facility Manager and he shall act as the point of contact for the County. In absence of this Facility Manager, an equally responsible or qualified representative shall be designated to act as the Facility Manager. CONTRACTOR shall employ a minimum of three air traffic controllers to meet daily and peak operating hours of air traffic control service levels as outlined in the Statement of Work which is part of Attachment 2. No portion of air traffic control service shall be curtailed or delayed because a controller is performing non - control duties. CONTRACTOR shall provide personnel and equipment qualified in accordance with FAA and National Weather Service regulations to make surface aviation weather observations and reports (SAWRs) as a supplement to AWOS. Contractor shall make SAWRs and report them hourly to Denver Flight Service Station and Denver Enroute Center, as well as to Airport users, when required by request or due to AWOS failure. CONTRACTOR shall provide to the County copies of all written agreements and correspondence between it and the FAA with respect to the performance of this Agreement. 3 CONTRACTOR shall provide a watch schedule showing day of month and day of week, identifying how the different shifts will be covered and the schedule of the Facility Manager, air traffic controllers or other positions associated with the operations of the Airport control tower. CONTRACTOR shall provide such additional services at no additional charge, as may be requested in writing from time to time by County, provided that they are services which have customarily been a part of the duties of the Air Control Tower operator at the Airport and do not required the Contractor to provide addition-11 personnel or personnel time. All services provided pursuant to this Agreement shall be performed in compliance with all federal, state, and local statutes, laws, ordinances, resolutions, orders, permits, rules and regulations governing or otherwise applicable to such tower and such services. ARTICLE IV COMPENSATION The County shall pay to Contractor the amounts provided in the FAA Contract and in accordance with the terms of the FAA Contract and as set forth in the pricing pages which are attached hereto as Schedules I, II and III, except that Contractor shall send its monthly invoice to: Eagle County Regional Airport Administrative Office P.O. Box 850 Eagle, Colorado 81631 ARTICLE V INSURANCE AND SAVE HARMLESS INDEMNITY AGREEMENT (A) It is the parties' mutual intention that neither the County of Eagle nor the State of Colorado shall be responsible for damages to property or injuries to persons which may arise from or be incident to the performance of this Agreement, including but not limited to property damage of the Contractor and damage to the property or injuries to the person(s) of the Contractor's officers, agents, servants, or employees, or others who may be on said premises at their invitation or the invitation of any one of them, arising from or incident to the performance of this Agreement or any other cause, or arising from or incident to any other activities under this Agreement. Therefore, Contractor shall indemnify and hold harmless Eagle County and the State of Colorado from any and all liability, claims, demands and costs of whatever kind and nature, including but not limited to attorney fees and costs, for injury to or death of person or in 01 C persons and for loss or damage of any property occurring in connection with or in any way incident to, or arising out of acts or omissions of the Contractor's officers, agents, servants, or employees�in the performance if this Agreement. This paragraph does not apply where damages to property or injury to person or persons is proven to have arisen directly and exclusively from faulty County property used in connection with the performance of this Agreement. (B) Contractor shall provide all insurance as required by the FAA Contract. In addition to any insurance required under the FAA Contract, and for non -core hours, the Contractor shall during the entire term of this Agreement, maintain in force a comprehensive general liability policy of insurance, including air traffic control professional errors and omissions, naming the Board of County Commissioners of the County of Eagle, Colorado as an additional insured, in the following minimum amounts for the following functions performed pursuant to this Agreement. Air Traffic Control $10,000,000.00 General Liability $ 1,000,000.00 Workman's Compensation Per Colorado Law Air traffic control insurance shall include personal injury and accident coverage. This policy is to cover only the air traffic control operations at the Airport. Each applicable minimum shall apply to each occurrence. A certificate showing such insurance to be in full force and effect shall be provided to the County prior to the Commencement of this Agreement. (C) Changes in premium rates may be negotiated at such times as they occur The County reserves the right to decrease, increase, or renegotiate the insurance requirements as it deems reasonably necessary or as may be required because of changes in the insurance requirements imposed by the County's or Contractor's insurer. ARTICLE VI CONTRACTOR'S EVALUATION AND QUALITY CONTROL ( e C oun y may, at anytime, observe and evaluate Contractor or subcontractor activities in the performance of this Agreement. The purpose shall be to insure compliance with terms and conditions of this Agreement and any standards, regulations, or clauses referenced herein. Any deficiencies noted will be brought to the attention of the Contractor in writing. The Contractor shall immediately take steps to remedy deficiencies as soon as possible. (B) A quality control inspection system shall be provided by the Contractor to assure that all services are being properly performed. Areas and schedules of the inspections shall be established and a record kept of corrective action. The Contractor 5 C11 C11 shall make its records and Facility Manager available between the Contractor and the County. (C) The premises, all equipment and the records of the Contractor shall be at all times open and available for inspection by the County. ARTICLE VII TERMINATION (A) It is agreed and understood that County may, during the term of this Agreement, or any extension thereof, elect to pursue the design and construction of an Air Traffic Control Tower. In the event the County desires, in its sole discretion, to terminate this Agreement, with or without cause, it may do so upon ninety (90) days written notice to Contractor. Upon such termination each party shall be relieved of any obligations under this Agreement. ARTICLE VIII MISCELLANEOUS (A) The Contractor agrees that the provisions of this Agreement may not be assigned to any other party unless the consent of the County is first obtained in writing. The County is under no obligation to consent to any requested assignment. (B) The Contractor, its officers, agents, employees, and any other persons over which the Contractor has control, shall comply with all rules and regulations governing or relating to the use of the Airport, or the Contractor's exclusive premises, now existing or as may from time to time be amended or promulgated by the County in the interest of health, safety, sanitation, and good order, and which are not inconsistent. with full performance of the FAA Contract. (C) If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged, or terminated orally but only by an instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge, or termination is sought. The terms and provisions of this Agreement shall be binding upon the Contractor, its successors and assigns and shall inure to the benefit of the County, its successors and assigns. (D) In the event of dispute or claims under this Agreement, Contractor shall have the same rights and remedies as County under the FAA Contract, and such rights and remedies shall be exclusive of all other rights and remedies under federal and state law. G i C Any such disputes and claims shall be asserted and resolved in accordance with the prccedures applicable to the FAA Contract, and Contractor will be bound by any final determination by the FAA ( or, if applicable, board of contract appeals or court having jurisdiction over such matters) in like manner and to like extent as County is bound. (E) This Agreement contains the entire Agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Each of the parties hereto acknowledges that no other party or agent or attorney of any other party has made any promise, representation, or warranty whatsoever concerning the subject matter of this Agreement, whether expressed or implied, which is not expressly set forth herein, to induce either to execute this Agreement, and each of the parties acknowledge that it is not executing this Agreement, in reliance on any such promise, representation, or warranty. No addition, deletion, or amendment, except as mutually agreed to in writing, shall have any force or effect whatsoever. (F) In performing the work under this Agreement the Contractor acts as an independent contractor and is solely responsible for necessary and adequate insurance as set forth herein. The Contractor as independent contractor is obligated to pay federal and state income tax on money earned. The personnel employed by Contractor are not and shall not become employees, agents or servants of the County because of the performance of any work under this Agreement. ARTICLE VIII NOTICES Any notices, demands or other writings required by this Agreement to be made, given or transmitted to the parties hereto, shall be deemed given if enclosed in an envelope with first class postage attached to ensure delivery and deposited in the U.S. Mail addressed to: For the County: Eagle County Regional Airport Administrative Offices /Attn: Airport Manager P.O. Box 850 Eagle, Colorado 81631 For the Contractor: Midwest Air Traffic Control 13200 Metcalf Suite 110 Overland Park, Kansas 66213 (Next Page is Signature Page) VA IN WITNESS WHEREOF, the parties have hereunto set their hands and signatures the day and year first above mentioned. ATTEST: UNTY OF EAGLE, STATE OF LORADO, By and Through Its RD OF COUNTY COMMISSIONERS County Commissioners c Michael L. Gallagher, Ch4rxhan MIDWEST AIR TRAFFIC CONTROL SERVICES, INC. By: Its President MRR -26 -2002 1b : J4 I "I 11JWt5 I H 1 1. =KV ! l.t 710 0D r Z?I)U l F. cja� err- IN WFTk ESS WHEREOF, the parties have hereunto set their hands and signatures the day and year first above mentioned. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTE T: BOARD OF COUNTY COMMISSIONERS X By:� C erk t6 the Board of Micha I L. Gallagher, Chairman County Commissioners MIDWEST AIR TRAFFIC CONTROL SERVICES, INC. By: -:::4,QAwU As P sident r T vay ° L �V u TnTni 0 M)