HomeMy WebLinkAboutC03-089a Robinson Aviation, Inc.
AGREEMENT REGARDING PROVISION OF PROCUREMENT AND INSTALLATION
SERVICES
FOR
Eagle County Airport
Air Terminal Control Tower
Communication Equipment
This Agreement Re arding Provision of communications equipment, for the new air terminal
control tower, dated as of /c.:t (~ f ~ 2003, is between the County of Eagle, State of Colorado, a
body corporate and politic, by d through its Board of County Commissioners ("County"), and
Robinson Aviation (RVA), Inc., a Virginia corporation ("Contractor").
A. Contractor has submitted to County a Proposal for performing the Services (defined in section 1) and
represented that it has the expertise and personnel necessary to properly and timely perform the
Services.
B. Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the
Contractor in connection with the Services and related terms and conditions to govern the
relationship between the Contractor and County in connection with the Services.
AGREEMENT
Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree
to the following:
Scone of the Services: Contractor's Services consists of those services performed by the
Contractor, Contractor's Employees and Contractor's subcontractors. The Contractor shall
provide all Labor, materials and equipment necessary to perform and complete the supply,
installation and commissioning of the equipment and as described herein and as follows
("Services"):
a) Services described in Contractor's proposal which is attached hereto as Exhibit "A". In
the event of any conflict between this Agreement and the provisions of Exhibit "A", the
terms of this Agreement shall prevail over the others.
b) Contractor shall submit the names and qualifications of all personnel and subcontractors
proposed to work at the facility. The county shall have the right to approve of all
proposed personnel and subcontractors prior to commence of any work on the site. The
county General Conditions and Requirements and Procedures for Contractors and
Vendors working at Eagle County sites are attached hereto and incorporated herein by
reference. The contractor must comply with the provisions of these documents.
c) The Parties hereto recognize that the scope of the Services may change. When the
Contractor believes that the scope of the Services has been changed or that by reason of
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a decision of County it will be required to redo properly completed Services, the
Contractor shall immediately advise County of such belief and shall also provide a
statement of the maximum additional charges for such Services. The Contractor shall
not be entitled to be paid for any such additional Services unless and until County agrees
in writing that the scope of the Services has changed and accepts the statement of the
maximum additional charges.
2. Contractor's Professional Level of Care: The Contractor shall be responsible for the
completeness and accuracy of the Services, including all supporting data and other documents
prepared or compiled in performance of the Services, and shall correct, at its sole expense, all
significant errors and omissions therein. The fact that the County has accepted or approved the
Contractor's Services shall not relieve the Contractor of any of its responsibilities. The
Contractor and its professional consultants shall perform the Services in a skillful, professional
and competent manner and in accordance with the standazds of care, skill and diligence
applicable to fire and security alarm equipment services providers with respect to similar
Services.
Time of Performance and Termination:
a) Both parties understand that time is of the essence. The initial term of this Agreement is
from the date the contract is executed by County to November 14, 2003 provided that the
following notices and deadlines are met: County will give notice to Contractor on or
before September 25, 2003 that the facility will be available to the Contractor on or
before October 25, 2003 (30 days after notice provided) for installation of equipment.
Contractor will schedule installation to be completed by November 14, 2003 (20 days
after Contractor is provided access). In the event the County is unable to provide notice
and access by these dates, County will give contractor 30 days notice of the date access
to the facility will be provided and Contractor will schedule completion within 20 days
of the actual access date. In the event that the County provides an inaccurate initial
access date, and later changes that date, the date the change is received becomes and
replaces the initial notice date and all subsequent dates are changed accordingly. The
parties recognize that County is a governmental entity and that all obligations beyond the
current fiscal year are subject to funds being budgeted and appropriated.
b) County may terminate this Agreement immediately, in whole or in part, for its
convenience upon providing notice to the Contractor. Such termination shall be
effective upon receipt of the notice by Contractor or upon such other date as specified by
County. Contractor will be paid for services, including any and all equipment purchases,
up through date of termination.
c) Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to County nor shall any payment be made to Contractor for any Services done
after December 31, 2003, without the written approval of the County in accordance.with
a budget adopted by the Board of County Commissioners in accordance with the
provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local
Government Budget Law (C.R.S 29-1-101 et seq.).
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4. Compensation and Payment: In consideration of its performance of the Services, the Contractor
shall be paid as follows:
a) The county shall pay a total not to exceed amount of $170,003.13.
b) Invoices shall describe the Services performed. Upon request, Contractor shall provide
County with such other supporting information as County may request.
c) All invoices will be sales tax free because County is a government exempt from such
taxes.
d) The Contractor shall maintain comprehensive, complete and accurate records and
accounts of its performance relating to this Agreement for a period of three (3) years
following final payment hereunder, which period shall be extended at County's
reasonable request. County shall have the right within such period to inspect such
books, records and documents upon demand, with reasonable notice and at a reasonable
time, for the purpose of determining, in accordance with acceptable accounting and
auditing standards, compliance with the requirements of this Agreement and the law.
5. Project Management: Larry Shields shall be designated as Contractor's Project Managers for the
Services. County's Director of Facilities Management shall be County's manager responsible
for this Agreement. All correspondence between the parties hereto regarding this project shall be
between and among the project managers. Either party may designate a different project
manager by notice in writing.
6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that
nothing contained in this Agreement shall result in, or be construed as establishing, an
employment relationship. Contractor shall be, and shall perform as, an independent contractor.
No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be,
the employee, agent or servant of County, The Contractor shall be solely and entirely
responsible for its acts and for the acts of Contractor's agents, employees, servants and
subcontractors during the performance of this Agreement.
7. No Subcontracting; No Assignment: The Contractor understands and hereby acknowledges that
County is relying primarily upon the expertise and personal abilities of Contractor. Contractor
may not subcontract or delegate any part of the Services or substitute subcontractors without
County's written consent, which consent County may exercise in its sole discretion. Neither
Contractor nor its subcontractors may assign its interest in the Agreement or in its subcontract,
including the assignment of any rights or delegation of any obligations provided therein, without
the prior written consent of County, which consent County may withhold in its sole discretion;
provided that County hereby consents to any assignment to a successor entity to Contractor and
to an assignment to an entity affiliated (by ownership) with Contractor. Except as so provided,
this Agreement shall be binding on and inure to the benefit of the parties hereto, and their
respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable
by any third party. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Agreement.
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8.
9.
10.
Ownership of Documents: Records of Service provided under this Agreement shall be given to
County at its request.
Insurance: At all times during the term of this Agreement, Contractor shall maintain the
following insurance:
a) Tvne of Insurance
b) Comprehensive Liability
c) Workers' Compensation
Coverage Limits
$1,000,000 minimum
As required by Colorado. law
c) All insurance required hereby shall be issued by an insurance company or companies
authorized to do business in the State of Colorado. The Contractor shall deliver
certificates of required insurance to the County within fifteen (15) calendar days of
execution of this Agreement by the Board.
d) Before permitting any subcontractor to perform any Services under this Agreement,
Contractor shall either (1) require each of his subcontractor to procure and maintain,
during the life of his subcontracts, insurance which meets the requirements for the
Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own
policies in the amounts required herein above.
Notices: Any notice and all written communications required under this Agreement shall be
given in writing by personal delivery, FAX or mail to the appropriate party at the following
addresses:
a) Contractor: Keren Lawrence, CFO
Robinson Aviation (RVA), Inc.
Center 3000, Suite 240
3000 United Founders Blvd.
Oklahoma City, OK 73112
b) County: Richard Cunningham
Director, Facilities Management Dept.
Eagle County
PO Box 850
Eagle, CO 81631
c) Notices shall be deemed given on the date of delivery if delivered by personal delivery
or delivery service such as Federal Express or United Parcel Service, or three days after
the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal
Service.
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11. Miscellaneous:
a) The Contractor shall not discriminate against any employee or applicant for employment
to be employed in the performance of this Agreement on the basis of race, color,
religion, national origin, sex, ancestry, physical handicap, sexual orientation, age,
political affiliation or family responsibility. The contractor shall require all consultants
to agree to the provisions of this subparagraph.
b} The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or
agreement as to any matter other than those herein expressed and set forth. The
Agreement embodies the entire understanding and agreement of the parties, and there are
no further or other agreements or understandings, written or oral, in effect between them
relating to the subject matter hereof. The Agreement may not be amended, including by
any modification or, deletion from or addition to the scope of the Services, except by a
written document of equal formality executed by both parties hereto.
c) This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Colorado, without reference to choice of law rules. The parties agree that
venue in any action to enforce or interpret this Agreement shall be in the District Court
in the 5th District for the State of Colorado.
d) This Agreement does not and shall not be deemed to confer upon or grant to any third
party any right enforceable at law or equity arising out of any term, covenant, or
condition herein or the breach thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
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COUNTY OF EAGLE, STATE OF
OLORADO, By and Through Its
OARD OF COUNTY COMMISS:
By: '
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County Commissioners
erk to the Board of
Michael L. Galla er, ~
Robinson viation VA), Inc.
By:
rint ame
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GENERAI. CONDITIONS
1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities,
permits, licenses, transportation, and other facilities and services necessary for proper execution
and completion of the Work.
2. If Contractor fails to obtain the tax exemption(s) applicable to public works
projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner
(County) will cooperate with Contractor to obtain tax exemption for this project.
3. Contractor shall be responsible for having taken steps reasonably necessary to
ascertain the nature and location of the Work, and the general and local conditions which can
affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from
responsibility for successfully performing the Work without additional expense to the Owner.
Owner assumes no responsibility for any understanding or representations concerning conditions
made by any of its officers, employees or agents prior to the execution of this Agreement, unless
such understanding or representations are expressly stated in the Agreement.
4. Before commencing activities, Contractor shall: (1) take field measurements and
verify field conditions; (2) carefully compare this and other information known to Contractor
with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to
Owner.
5. Contractor shall supervise and direct the Work, using Contractor's best skill and
attention. Contractor shall be solely responsible for and have control over construction means,
methods, techniques, sequences and procedures, and for coordinating all portions of the Work.
6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names
of subcontractors for each portion of the Work.
7. No charge shall be made by Contractor for hindrances or delays from any cause
whatever during the progress of any portion of the Work, unless such hindrance or delay is
caused in whole or in part by acts or omissions within the control of Owner. In any event,
Owner may grant an extension of time for the completion of the Work, provided it is satisfied
that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts
of omission or commission by the Owner, provided that such extensions of time shall in no
instance exceed the time actually lost to Contractor by reason of such causes, and provided
further that Contractor shall have given Owner immediate (as determined by the circumstances,
but not exceeding 72 hours) notice in writing of the cause of the detention or delay.
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8. Contractor shall deliver, handle, store and install materials in accordance with
manufacturers' instructions.
9. Contractor warrants to Owner that: (1) materials and equipment furnished under
the Agreement will be new and of good quality; (2) the Work will be free from defects not
inherent in the quality required or permitted; and (3) the Work will conform to the requirements
of the Agreement.
10. Contractor shall comply with and give notices required by all federal, state and
local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If
the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building
codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility
for such Work and shall beaz the attributable costs. Contractor shall promptly notify Owner in
writing of any conflicts between the specifications for the Work and such governmental laws,
rules and regulations.
11. Contractor shall keep the premises and surrounding area free from accumulation
of debris and trash related to the Work.
12. Contractor shall furnish performance and payment bonds, each in an amount at
least equal to the contract price as security for the faithful performance and payment of all
Contractor's obligations under the contract documents. These bonds shall remain in effect at
least until two yeazs after the date of final payment, except as otherwise provided by law.
Contractor shall also furnish other bonds as aze required by the supplementary conditions. All
bonds shall be in forms satisfactory to Owner, and be executed by such sureties as (a) are
licensed to conduct business in the state where the project is located, and (b) aze named in the
current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal
Bonds. and as Acceptable Reinsuring Companies" as published in Circulaz 570 (amended) by the
Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must
be accompanied by a certified copy of the authority to act.
If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or
its right to do business is terminated in any state where any part of the project is located, or it
ceases to meet the requirements of clauses (a) and (b) of the preceding paragraph, Contractor
shall within five days thereafter substitute another bond and surety, both of which shall be
acceptable to Owner.
13. Contractor shall be solely responsible for the protection of the Work until its fmal
acceptance by Owner. Contractor shall have no claim against Owner because of any damage or
loss to the Work (except that caused by negligence of Owner or those for whom Owner is
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responsible), and shall be responsible for the complete restoration of damaged Work to its
original condition. In the event Contractor's Work is damaged by another party, not under his
supervision or control, Contractor shall make his claim directly with the party involved. If a
conflict or disagreement develops between Contractor and another party concerning the
responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay
in Contractor's restoration of the damaged Work.
14. Contractor's Insurance:
The Contractor shall purchase and maintain such insurance as will protect him from claims set
forth below which may arise out of or result from the Contractor's operations under the contract,
whether such operations be by himself, or by any subcontractor, or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them maybe liable. All
such insurance shall remain in effect until final payment, and at all times thereafter when
Contractor may be correcting, removing, or replacing defective Work. In addition, Contractor
shall maintain such completed operations insurance for at least two years after final payment, and
furnish Owner with evidence of continuation of such insurance at final payment and one year
thereafter.
Insurance coverages shall be as follows:
Claims under Workmen's Compensation, disability benefits, and other similar employee
benefit acts, with coverage and in amounts as required by the laws of the State of
Colorado;
Claims for damage because of bodily injury, occupational sickness or disease, or death of
his employees, and claims insured by usual personal injury liability coverage;
Claims for damage because of bodily injury, sickness or disease, or death of any person
other than his employees, and claims insured by usual personal injury liability coverage;
and
Claims for damages because of injury to or destruction of tangible property, including
loss of use resulting therefrom.
Contractor's Liability Insurance issued to and covering the liability for damage imposed
by law upon the Contractor and each subcontractor with respect to all Work performed by
them under the agreement (construction contract).
Independent Contractors Liability Insurance issued to and covering the liability for
damages imposed by law upon the Contractor and each subcontractor with respect to all
Work under the agreement (construction contract) performed for the Contractor by
subcontractors; as included in existing policy.
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Completed Operations Liability Insurance issued to and covering the liability for damage
imposed by law upon the Contractor and each subcontractor arising between the date of
final cessation of the Work, and the date of final acceptance thereof out of that part of the
Work performed by each.
Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000
combined single limit for bodily injury and property damage, each occurrence. All
liability and property damage insurance required hereunder shall be Comprehensive
General and Automobile Bodily Injury and Property Damage form of policy.
The Contractor shall in addition, and in the amounts required under the above, obtain
protective Liability Insurance issued to and covering the liability for damages imposed by
law upon the Owner with respect to all operations under the construction contract by the
Contractor or his subcontractors, including omissions and supervisory acts by the Owner.
Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's
Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of
all the insurance and requirements herein set forkh, subject to the approval of the Owner, will be
permissible.
Insurance covering claims for damages to persons or property required by the preceding
paragraph shall be in the following minimum amounts:
Bodily Injury Liability:
Each Person: $ 500,000
Each Accident or Occurrence: $1,000,000
Property Damage Liability:
Each Accident or Occurrence: $ 500,000
Aggregate: $1,000,000
Insurance shall be placed in the name of the Contractor. Any proceeds obtained from insurance
provided for by this paragraph shall be paid to and held by the Owner as trustee. The Owner
shall have the right to withhold payment of such proceeds until such time as the Work destroyed
or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on
an installment basis similar to that provided for by progress payments covering the original
Work. Owner will be listed as an additional insured.
Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with
the Owner prior to commencement of the Work. These Certificates shall contain provisions
naming the Owner as an additional insured under Contractor's insurance, as more fully required
by the General Conditions herein, and that coverage afforded under the policies will not be
canceled until at least thirty days prior written notice has been given the Owner. Contractor and
his subcontractors shall not permit any of his subcontractors to start Work until all required
insurance have been obtained and certificates with the proper endorsements have been filed with
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the Owner. Failure of the Contractor to comply with the foregoing insurance requirements shall
in no way waive the Owner's rights hereunder.
15. The Owner, at his option, may purchase and maintain such liability insurance as
will protect him against claims which may arise from operations under this contract. Purchasing
and maintaining such insurance, however, will not relieve the Contractor from purchasing and
maintaining the insurance hereinbefore specified.
16. Before permitting any of his subcontractors to perform any Work under this
contract, Contractor shall either (a) require each of his subcontractors to procure and maintain
during the life of his subcontracts, Subcontractor's Public Liability and Property Damage
Insurance of the types and in the amounts as maybe applicable to his Work, which type and
amounts shall be subject to the approval of the Owner, or (b) insure the activities of his
subcontractors in his own policy.
17. To the fullest extent permitted by law, Contractor shall indemnify and hold
harmless Owner, its board, commissioners, employees and the agents of any of them, from and
against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising
out of or resulting from performance of the Work, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself] including loss of use resulting therefrom, but only
to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a
subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they
maybe liable.
18. After execution of the Agreement, changes in the Work maybe accomplished by
Change Order or by order for a minor change in the Work. Owner, without invalidating the
Agreement, may order changes in the Work within the general scope of the Agreement consisting
of additions, deletions or other revisions.
a. No Change Orders or other form of order or directive which requires additional
compensable work to be performed may be issued or be effective unless accompanied by
a written assurance to the Contractor that lawful appropriations to cover the costs of the
additional work have been made.
b. A Change Order shall be a written order to the Contractor signed by Owner to
change the Work.
c. Owner will have authority to order minor changes in the Work not involving
changes in the Contract Price or the Contract Time. Such changes shall be written orders
and shall be binding on the Contractor and Owner. Contractor shall carry out such
written orders promptly.
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19. Progress Payments:
Not more often than once a month, Contractor shall submit to Owner an application for payment
filled out and signed by Contractor covering the work completed as of the date of the application,
and accompanied by such supporting documentation as Owner may reasonably require. If
payment is requested on the basis of materials and equipment not incorporated in the work, but
delivered and suitably stored at the site or at another location agreed to in writing, the application
for payment shall also be accompanied by such data, satisfactory to Owner, as will establish
Owner's title to the material and equipment, and protect Owner's interest therein, including
applicable insurance. Each subsequent application for payment shall include an affidavit of
Contractor stating that all previous progress payments received on account of the work have been
applied to discharge in full all of Contractor's obligations reflected in prior applications for
payment. The amount of retention with respect to progress payments will be as stipulated in the
Agreement.
Owner will, within ten days after receipt of each application for payment, either indicate in
writing a recommendation of payment, or return the application to Contractor indicating in
writing its reasons for refusing to recommend payment. In the latter case, Contractor may make
the necessary corrections and resubmit the application. Owner shall, within twenty days of
recommendation of payment, pay Contractor the amount recommended.
20. Final Payment:
Upon written notice from Contractor that the work is complete, Owner will make a final
inspection with Contractor, and will notify Contractor in writing of all particulars in which this
inspection reveals that the work is incomplete or defective. Contractor shall immediately take
such measures as are necessary to remedy such deficiencies.
After Contractor has completed all such corrections to the satisfaction of Owner, and delivered
all maintenance and operating instructions, schedules, guarantees, bonds, certificates of
inspection, marked-up record documents or as-built drawings covering all of the Work,
Contractor may make application for final payment following the procedure for progress
payments. The final application for payment shall be accompanied by all documentation called
for in the contract documents, and such other data and schedules as Owner may reasonably
require, together with complete and legally effective releases or waivers (satisfactory to Owner)
of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved
by Owner, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the
releases and receipts include all labor, services, material, and equipment for which lien could be
filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with
the work, for which Owner or his property might in any way be responsible, have been paid or
otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor,
manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full,
Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner
against any lien.
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21. Contractor warrants and guarantees that title to all work, materials, and equipment
covered by any application for payment, whether incorporated in the project or not, will pass to
Owner at the time of payment free and clear of all liens, claims, security interests, and
encumbrances (in these General Conditions referred to as "Liens").
22. Final payment shall not become due until Contractor submits to Owner releases
and waivers of liens, and data establishing payment or satisfaction of obligations, such as
receipts, claims, security interests or encumbrances arising out of the Work. Final payment is
subject to the Final Settlement requirements and time periods set forth in C.R.S. §38-26-107.
23. Contractor's obligation to perform and complete the Work in accordance with the
contract documents shall be absolute. Neither the recommendation of any progress or final
payment nor the payment by Owner to Contractor under the contract documents, nor any use or
occupancy of the Work or any part thereof by Owner, nor any act of acceptance by Owner, nor
any failure to do so, nor any correction of defective Work by Owner shall constitute an
acceptance of Work not in accordance with the contract documents or a release of Contractor's
obligation to perform the Work in accordance with the contract documents.
24. Any work in accordance with the Contract Documents that the County finds
improper, Contractor will correct work in a timely manner so as not to delay completion of the
project.
25. If Contractor defaults or neglects to carry out the Work in accordance with the
Agreement and fails within a seven day period after receipt of written notice from the Owner to
correct such default or neglect with diligence and promptness, the Owner may, without prejudice
to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by
Owner or a Change Order shall be issued deducting the cost of correction from payments due the
Contractor.
26. The Contractor shall be responsible for initiating, maintaining and supervising all
safety precautions and programs, including all those required by law in connection with
performance of the Agreement. The Contractor shall promptly remedy damage and loss to
property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor
maybe liable.
27. Contractor shall promptly correct Work rejected by Owner as failing to conform
to the requirements of the Agreement and Contractor shall bear the cost of correcting such
rejected Work.
28. Contractor warrants and guarantees to Owner that all Work will be in accordance
with the Contract Documents and will not be defective. Prompt notice of all defects shall be
given to Contractor. If, within one year after the date of completion, or such longer period of
time as maybe set forth in the Agreement (including the Bid), prescribed by law, prescribed by
the terms of any applicable warranty given by a materials supplier or required by or a part of the
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Agreement, any Work is found to be defective, Contractor shall promptly, without cost to Owner,
and in accordance with Owner's written instructions, either correct such defective Work, or, if it
has been rejected by Owner, remove it from the site, and replace it with non-defective work. If
Contractor does not promptly comply with the terms of such instructions, or in an emergency
where delay would cause serious risk of loss or damage, Owner may have the defective Work
corrected or the rejected Work removed and replaced, and all direct and indirect costs of such
removal and replacement, including compensation for additional professional services, shall be
paid by Contractor.
29. The performance of the Work maybe terminated at any time in whole, or from
time to time in part, by Owner for its convenience. Any such termination shall be effected by
delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to
which performance of the Work is terminated and the date upon which termination becomes
effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner,
Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of
such notice and of such requests in implementation thereof as Owner may make, to assure the
efficient, proper closeout of the terminated Work (including the protection of Owner's property).
Among other things, Contractor shall, except as otherwise directed or approved by Owner:
a. stop the Work on the date and to the extent specified in the Notice of Termination;
b. place no further orders or subcontracts for services, equipment or materials except
as maybe necessary for completion of such portion of the Work as is not terminated;
c. terminate all orders and subcontracts to the extent that they relate to the
performance of Work terminated by the Notice of Termination;
d. assign to Owner, in the manner and to the extent directed by it, all of the right,
title and interest of Contractor under the orders or subcontracts so terminated, in which
case Owner shall have the right to settle or pay any or all claims arising out of the
termination of such orders and subcontracts;
e. with the approval of Owner, settle all outstanding liabilities and all claims arising
out of such termination or orders and subcontracts; and
f. deliver to Owner, when and as directed by Owner, all documents and all property
which, if the Work had been completed, Contractor would be required to account for or
deliver to Owner, and transfer title to such property to Owner to the extent not akeady
transferred.
In the event of such termination, Contractor will be paid for services, including any and all
equipment purchases, up through the final date of termination.
13
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• •
EXHIBIT A
14
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~ ~
Robinson Aviation (R1iA). inc.
Communications Engineering and lnsfallation Division
Our Quality Goal: "Do each job right the first time, every time."
January 9, 2003
Robinson Aviation (RVA), INC. proposes to provide all labor, materials,
components and installation of the communications systems listed in the
attached Bil! of Materials, dated December 23`,2002, for the new airport traffic
control tower, Eagle, Colorado. These systems include radio communications,
telecommunications, meteorological equipment, recording equipment and
ancillary equipment.
Codes and Standards.
Equipment will be installed utilizing both Federal Aviation Administration and
standard commercial practices. Installation will be completed by qualified
personnel, experienced in maintenance and installation of equipment for the
federal government. Personnel providing equipment certification will be
appropriately licensed.
Guarantees and Warranties.
All equipment and the installation provided will be warranted for a period of one
year from date of installation; however, any warranty service requested will result
in a bill for travel and labor costs if no trouble is found, the reported defect is a
result of operator error, or the problem is the result of misuse or abuse. General
Dynamics radios, if used, will be warranted for a period of three years.
Incidental Items.
All necessary hardware and incidental items will be provided in order to ensure a
fully functioning system.
Training.
One eight hour training period will be provided to up to five owner designated
personnel. Training materials will be provided for up to five personnel.
General.
a. All equipment will be new.
b. All equipment will be fully compatible with FAA telecommunications.
c. No equipment substitutions, other than as described in this proposal,
are planned and none will be made unless demonstrated to the owner
that substitute equipment is of equal quality to that specified.
Discussion will be provided in these areas.
d. Equipment layout will be coordinated with the owner to ensure
maximum operational efficiency.
Execution.
a. Work will be completed by qualified personnel.
e. All items relative to equipment installation will be examined for
adequacy and need for change. Any necessary changes will be
coordinated. Installed location of equipment will be coordinated with
the owner prior to installation.
Subcontractors.
In the event a subcontractor is needed RVA will coordinated with Eagle County
Airport Authority for approval of the appropriate subcontractor.
Quality Control.
All systems and components will be inspected and tested upon receipt from the
various manufacturers to verify that no damage has occurred during shipment
and that all equipment performs to specifications. All integration and engineering
will be completed by RVA. When all systems are performing properly and
operation verified, equipment will be packed and transported to the site. All
equipment will be tested after installation and the operation verified in
accordance with the test plan prepared in advance. We will welcome the
presence of owner's representatives during testing.
2
~ ~
Terms and Conditions.
General: For purposes of clarification, the following terms apply:
a. Owner -Eagle County Airport Authority
b. Seller- Robinson Aviation (RVA), INC.
Seller shall:
a. Provide and install all specified equipment and complete all testing to
ensure operational capability, coordinating any changes necessary to
accommodate equipment installation. Electronics drawings including
all pinouts and interconnects and manufacturers documentations for
installed systems will be provided.
(1) Provide Baseline drawings of the electronics installation for
review prior to installation if requested by the Owner,
however, because certain factors may not be known and
circuitry may change during installation, final electronics
drawings will be submitted approximately two weeks after
completion of the installation.
(2) Provide brochures only for any alternative items proposed.
b. Provide up to eight hours total training for up to five personnel.
c. Provide Worke-'s Compensation Insurance for any employees of this
firm involved in this project.
d. Provide appropriate automobile liability insurance.
e. Provide $1,000,000.00 General Liability insurance.
f. Coordinate as necessary with the Owner.
Owner shall:
a. Provide any permits, licenses, etc. required by local or state law or
statute and waive all bonding requirements.
3
b. Provide appropriate cutouts in the control tower console cabinetry for
installation of switchgear and ancillary equipment. Seller shall provide
all necessary dimensional values.
c. Provide electrical power distribution as coordinated with RVA in
order to adequately support the electronics/communications
equipment.
1. Ensure that AC power in the building is run in metallic
conduit to prevent interference with RF signals.
2. Provide a dedicated 20 amp circuit from the building primary
power, terminated in a pull box, adjacent to the location of the
equipment rack. This circuit will run from the pull box to the
equipment rack terminating into afour-plex outlet.
3. Provide an auxiliary distribution panel located immediately
adjacent to the equipment area containing one 30 amp
circuit breaker to be used as the main disconnect for the
emergency power distribution system and provide two 15 amp
circuits. These circuits shall run from this distribution
panel to the rear of the control tower consoles. These AC
outlets shall be located on the wall behind the consoles,
approximately 10' apart.
d. Ensure that fabrication and design of the control tower cab provides
for passage of cable through columns/mullions from below the cab
floor to the cab roof.
e. Ensure control/signal cable access to the cab consoles from the
vertical cable chase.
f. Provide all telephone lines/circuits required to a common demarcation
point in the control tower.
Delivery and installation.
Scheduling.
Seller proposes to deliver and install the necessary equipment at a time to be
coordinated with Owner. Installation of electronic and meteorological equipment
will not be started until the structure and interior finish is complete due to the
possibility of damage to these items. Installation and checkout of equipment is
estimated to require 10 days.
4
Cost and Payment.
a. Cost of the project, as described above and as depicted in Attachment
One is $170,003.13.
b. An invoice will be presented by RVA at the time of project completion
and equipment acceptance by the Owner. The invoice is due and
payable within 30 days.
c. If a delay is experienced after the start of installation due to another
source than RVA, additional labor, transportation and per diem costs
will be added.
Qualifications, Experience and References
See Attachment Two for complete information on RVA's past performance.
Contract Acknowledgements and Signatures
(1) This Agreement constitutes the entire Agreement of the parties
except as otherwise provided herein.
(2) The Agreement may not be amended except by written agreement,
signed by both parties.
(3) The terms and conditions of this Agreement shall be construed
under the laws of the State of CO.
5
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto on the day and year first above written.
Attachment One
EAGLE, CO ATCT
Bill of Materials Added ATIS
12/27/2002
Manufacturer Item QUANTITY
General Dynamics VHF Transmitter 3
VHF Receiver 2
ICOM IC-A4 handheld transceiver 2
Taco VHF Stacked
VHF Single 3
Connector RF "N: Male 10
Bilden RF coaxial cable 450
Zetron Switch, 4010R 2
Jackbox 2
Supervisor Jackbox 2
Instant Call Paging 2
100# Speed Dial Protocol 2
Power Supply 2
Console Programming System 2
Dual Channel Card 4
SS-1 Intercom Daughter Board 2
12-Channel Intercom Cont Box 1
Dual Phone Patch Card 2
Operator's Manual 1
Installation Manual 1
Service Manual 1
Programming Manual 1
Connectorized Cable 2
Ditek Surge Suppressor 2
Tripp-Cite Inverter Charger 1
Hubbel- Battery Box 1
Batteries 2
DC Cable/Disconnect 1
Mirra II Digital Recorder/Reproducer 1
Interalia ATIS RECORDER 1
6
~J
Spectracom Talking clock
ATT Telephone
Cables
RWS Split 66 Blocks
Cable 15'
Cable 25'
Cable 75'
Modular telephone Blocks
Shure Microphone
Walker Handset
Plantronics Cord Set W/PTT
Plantronics Headset
ATI Avionics Signal Light Gun
Time View Display Clock
RM Young Altimeter Setting Indicator
Voltage Input Modulator
Elevation Setting Pot
Gill Pressure Port
Barometric Pressure Sensor
Wind Monitor (Sensor)
Wind Tracker (all Digital Display
Temperature Tracker
Temp/Rel Humidity Probe
Radiation Shield
OF Cable
Bushnell Binoculars, Marine
Binoculars, Standard
Aiphone Intercom
Security Labs Surveillance Monitor System
MilesTek Equipment Rack
Misc. Hardware
Engineering (drawings)
Fabrication Labor
Installation Labor
Rental van
Travel Labor
Per Diem
Travel
Total
•
1
3
3
4
4
1
1
2
2
2
2
2
1
1
1
1
1
1
1
1
1
1
1
1
100
1
1
1
1
1
27
363
208
1
86
34
1630
$170,003.13
7
Attachment Two
History of Robinson Aviation (RVA), INC.'s
Communications Engineering and Installation Division
Barton ATC, INC.
The original firm, BARYON ATC, Inc., was founded in 1968 to provide airport
traffic control service at locations needing such services, but not meeting federal
requirements for commissioning the services. The firm operated dozens of
control towers over the years for municipal governments, the Federal Aviation
Administration, the US Army and Air Force and the Air National Guard. Both
Surface and Upper Air weather observing services were provided since 1976 for
the US National Weather Service, the US Army and Air Force and the National
Guard Bureau. Weather forecasting services were added for the US Air Force in
1991. Equipment sales, maintenance and installation services were provided
since 1970. The firm has built and installed a number of fixed control towers
over the years. Mobile facilities have been provided since 1988. Three were
provided in 1992 for a major electronics firm in the US, for provision to the United
Nations. These facilities operated in Cambodia, Somalia and Bosnia. One unit,
completed in 1995, was built for Hughes Aircraft Company for provision to the
Presidency of Civil Aviation of the Kingdom of Saudi Arabia. Control Tower
communications equipment has been provided and installed in many facilities
over the years.
Pierson Associates, LLC,
Dba Barton ATC
Acquisition of the company by a large international firm in February 1997 made it
possible for Travis Pierson to purchase the division of Barton ATC INC which
specialized in the installation of airport traffic control communication systems and
associated air traffic control electronics. The company was Pierson Associates,
LLC dba Barton ATC.
Robinson Aviation (RVA), INC's
Communications Engineering and Installation Division
8
•
•
November 2, 2001 Barton ATC was purchased by Robinson Aviation (RVA), Inc.
Travis Pierson, the previous owner is presently working as a consultant to the
company. All previous technicians remain with the company. This division is
managed by Lany Shields. RVA Inc.'s main focus is the installation of air traffic
control communication systems and associated air traffic control electronics.
Comp/eted Projects by BARYON ATC INC:
Airport Traffic Control Tower and all related communications, Mesa, AZ, 1980.
Airport Traffic Control Tower and all related communications, Glendale, AZ,
1985.
Airport Traffic Control Tower and all related communications, Whiteman Airport,
Pacoima, CA, 1989.
Mobile control tower, including all communications and related equipment,
Whiteman Airport, September 1988 -May 1989.
Mobile control towers (3), including all communications and related equipment,
for United Nations. Destined for Cambodia to rebuild air traffic control system,
1992. Units subsequently relocated to Bosnia.
Mobile control tower, including all communications and related equipment for
United Nations. Reportedly destroyed by insurgents prior to installation at
Mogadishu, Somalia.
All communications and related equipment for Naples, FL ATCT 1988.
Equipment relocated to permanent control tower 1994. New ICCS equipment
installed 1995.
Truck mounted mobile control tower with high lift mechanism for control tower
cab. Included all communications and related equipment. Delivered to the
Presidency of Civil Aviation, Kingdom of Saudi Arabia through Hughes Aircraft
Company in 1995.
Installed all communications and related equipment in Kissimmee, FL ATCT
1996.
Installed all communications and related equipment in Cobb County, GA ATCT,
1996.
9
•
Provided mobile control tower and all related communications at Gwinnett
County, GA October 1995 -May 1996.
Manufactured and installed Gunnery Range control tower and installed ICCS
equipment at Fort Chaffee, AR, 1996
Installed all communications and related equipment in Gwinnett County GA
ATCT 1996 and McKinney, TX, 1996
Completed Projects by Pierson Associates, LLC. Dba as BARYON ATC:
Installed ICCS equipment at the following Air National Guard Gunnery
Range control towers:
Grayling MI, 1998 McMullen, TX, 1998
Jefferson, IN, 1998 Fort Indiantown Gap, PA, 1998
Atterbury, IN, 1998 Santiago, PR, 1998
Airburst Range, CO, 1998 Salina, KS, 1999
Shelby, MI, 1999
Designed control tower cab and installed all communications and related
equipment at Chandler, AZ ATCT, 1998
Mr. Greg Chenoweth
Manager
Chandler Municipal Airport
2380 South Stinson Way
Chandler AZ 85249
Phone: (480) 786-2512
Provided and installed new ICCS and upgraded all communications and related
equipment at the Whiteman, CA ATCT, 1999
Ted Gustin
Director of Aviation
Los Angeles County Department of Public Works
900 South Fremont
Alhambra, CA 91803-1331
Phone: (818) 458-7387
Provided and installed all communications and related equipment at Tupelo, MS,
1999:
10
Mr. Terry Anderson
Executive Director
Tupelo Regional Airport
2763 West Jackson
Tupelo MS 38801
Phone: (601) 841-6570, Ext. 8
Provided and installed all communications and related equipment at Stuart, FL
ATCT, 1999
Mr. Michael C. Moon
Airport Director
Martin County Airport
1805 S.E. Airport Road
Stuart FL 34996
Phone: (561) 221-2374
Provided and installed all new radio communications for PA Air National Guard
at Johnstown, PA ATCT, 1999.
Keith Krejci
Air Traffic Manager
Johnstown ATCT
552 Airport Road
Johnstown, PA 15904
Phone: (818) 458-7387
Provided and installed all new radio, ICCS and recording equipment at Kalaeloa
Airport, HI, including removal of all existing equipment, March, 2000. Project
included four operating positions in the ATCT and five positions in the radar
operations facility using Litton RDVS ICCS equipment and Denro DVRS digital
recording system. For this project, acted as subcontractor to Pacific Service
Technologies:
Pat Bailey
Regional Sales Manager
Pacific Wireless Communications, Inc.
3375 Kaopaka Street, Suite D-160
Honolulu, HI 96819 Phone: (808) 833-3778
11
Installation of all communications and related systems at Boca Raton, FL,
Aug/Sep 2000.
Denny Richards
Project Engineer
Kimley-Hom and Associates, Inc.
4431 Embarcadero Drive
West Palm Beach, FL 33407
Phone: (561)845-0665
Installation of all communications and related equipment at the Garden City, KS
ATCT, September 2000.
Andrew D. Perry
Director of Aviation
Garden City Regional Airport
2225 South Air Service Road, Suite 112
Garden City, KS 67846
Phone: (316) 276-1190
Installation of communications and related equipment at Lake Ciiy, FL.
February 2001
Faye H. Bowling
Assistant City Manager/Airport Manager
City of Lake City
150 North Alachua Street
Lake City, FL 32055
Phone: (904) 752-4896
Installation of communications and related equipment at Titusville, FL
April 2001
Mr. Scott Carr
Titusville-Cocoa Airport Authority
355 Golden Knights Blvd.
Titusville, FL 32780
Phone: (321) 267-8780
Installation of all communications and related equipment at Waterbury, CT
May 2001
12
•
AJT & Associates, Inc.
ATTN: John Root
8910 Astronaut Blvd.
Cape Canaveral, FL 32920
Phone: (321) 863-2524
Installation of communications and related equipment at Naples, FL
July 2001
Naples Airport Authority
160 Aviation Drive
Naples, FL 34104
Phone: (813) 643-0733
Installation of communications and related equipment at Victorville, CA
September 2001 .
Mr. Greg Heldreth
Airport Operations Supervisor
Southern California International Airport
18374 Readiness Street
Victorville, CA 92394
Phone: (760) 246-6115
Installation of communications and related equipment at Elkhart, IN
November 2001
Andrew Maksymovich
Airport Manager
Elkhart Municipal Airport
Elkhart, IN
Phone: (219) 264-5217
Related Activities:
Evaluation of all electronics maintenance activities at the Hamilton, Bermuda
Airport,1998.
13
n
Site Survey and proposal preparation for operation of eight Air National Guard
Airport Traffic Control Towers for Serco Management Services, 1999.
Site Survey of flight test, air traffic control and training communications
requirements, Boeing Aircraft Company, Scottsdale, AZ plant, March 1999.
Development of Manpower requirements for Serco Management Services for
staffing 186 FAA contract control towers for preparation of National Control
Tower Contracting Program rebid of contract, August 1999.
Site Survey of air/ground communications requirements for 126 Air Refueling
Wing, Illinois Air National Guard, including Command Post, Maintenance Control,
Aircrew Operations and related activities and related Land Mobile
communications for Security Potice, medical services and related activities, April
2000.
Proiects completed by Robinson Aviation (RVA), /nc.
Acting as lead consultant in tower and equipment replacement for Redbird
ATCT, TX
May 2002
Chuck Willis
Airport Manager
GRW Willis, Inc. (Redbird Air Traffic Services)
861 Corporate Drive W., Suite 170
Arlington, TX 76006
(817) 543-1100
Installation of VCCS and associated equipment at Falcon Gunnery Range, Ft.
Sill, OK
June 2002
Johnny Johnson
Falcon Tower Chief
P.O. Box 620
Cache, OK 73527
(580) 442-6300
Provided and installed radios, VCCS, altimeter and humidity/dew point systems,
and associated equipment for Smyma ATCT, TN, July 2002
Lois Valance
Airport Director
Smyrna/Rutherford County Airport Authority
14
• •
613 Fitzburgh Blvd.
Smyrna, TN 37167
(615) 459-2651
Installation of radios, VCCS, digital recorder and related systems at Titusville, FL
August 2002
Mr. Scott Carr
Titusville-Cocoa Airport Authority
355 Golden Knights Blvd.
Titusville, FL 32780
Phone: (321) 267-8780
Provided and installed new radios, VCCS, digital altimeter, digital recording
system and related equipment at Chennault Municipal Airport, Lake Charles, LA
August 2002
Steve Harvey
Airport Manager
Chennault Municipal Airport
3650 Sen. J. Bennett Johnson Ave
Lake Charles, LA 70615
(337) 491-9961
Installation of ATIS recorder, remote communications outlet, and associated
equipment at Stuart ATCT, FL
September 2002
Mike Moon
Airport Director
Martin County Airport
1805 S.E. Airport Road
Stuart FL 34996
Phone: (561) 221-2374
Related Activities
Site Survey for General Dynamics, Corp., of air/ground communications
requirements to Buckeye ATCT, London, OH, February 2002
15
•
•
Site Survey for ATCT equipment renovation at Grayson County Airport, TX, June
2002
16
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EXHIBIT B
STANDARD STATE AND FEDERAL ASSURANCES
During the term of this contract, the contractor, for itself, its assignees and successors in interest
(hereinafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations. The contractor shall comply with the Regulations relative
to nondiscrimination in federally assisted programs of the Department of Transportation
(hereinafter "DOT") Title 49, Code of Federal Regulations, Part 21, as they maybe amended
from time to time (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this contract.
2. Nondiscrimination. The contractor, with regard to the work performed by it during the
contract, shall not discriminate on the grounds of race, color, sex, creed or national origin in the
selection and retention of subcontractors, including procurement of materials and leases of
equipment. The contractor shall not participate either directly or indirectly in the discrimination
prohibited by section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix B of the Regulations.
3. Solicitations for Subcontractors, Including Procurement of Materials and Equipment. In
all solicitations either by competitive bidding or negotiation made by the contractor for work to
be performed under a subcontract, including procurement of materials or leases of equipment,
each potential subcontractor or supplier shall be notified by the contractor of the contractor's
obligations under this contract and the Regulations relative to nondiscrimination on the grounds
of race, color or national origin.
4. Information and Reports. The contractor and all subcontractors shall make and maintain
all records concerning the costs and performance of the work and allow the State or FAA to
inspect, examine and audit such records. The contractor shall provide all information and reports
required by the Regulations or directives issued pursuant thereto and shall permit access to its
books, records, accounts other sources of information, and its facilities. as maybe determined by
the sponsor of the Federal Aviation Administration (FAA) to be pertinent to ascertain
compliance with such Regulations, orders, and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish this
information, the contractor shall so certify to the sponsor of the FAA, as appropriate, and shall
set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the
nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as
it or the FAA may determine to be appropriate, including, but not limited to:
a. Withholding of payments to the contractor under the contract until the contractor
complies, and/or
b. Cancellation, termination, or suspension of the contract, in whole or in part.
15
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• •
6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1
through 5 in every subcontract, including procurement of materials and leases of equipment,
unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take
such action with respect to any subcontract or procurement as the sponsor or the FAA may direct
as a means of enforcing such provisions including sanctions for noncompliance. Provided,
however, that in the event a contractor becomes involved in, or is threatened with, litigation with
a subcontractor or supplier as a result of such direction, the contractor may request the sponsor to
enter into such litigation to protect the interests of the sponsor and, in addition, the contractor
may request the United States to enter into such litigation to protect the interests of the United
States.
16
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