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HomeMy WebLinkAboutC04-335 Jeppesen Dataplan, Inc.V~'T 'c'3iJE~- AGREEMENT REGARDING PROVISION OF PROCUREMENT AND INSTALLATION SERVICES FOR Eagle County Airport Flight Procedures Design This Agreement Re rding Provision of communications equipment, for the new air terminal control tower, dated as of , 2004, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Jep~esen Dataplan. Inc., a Delaware 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: Scope 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 flight procedures design as described herein and as follows ("Services or Work"): 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" and incorporated herein by this reference, 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 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. G.\CPROJECT1Airport\ILS and approach project\approach design contract jeppesen.wpd 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. All requested services shall be deemed accepted by County if such services are performed to County's reasonable satisfaction in accordance with the terms of this contract. Contractor shall notify County in writing upon completion of the requested services. County shall notify Contractor in writing of any dissatisfaction within thirty (30) calendar days of Contractor's completion notice. Upon receipt of such notice of dissatisfaction, Contractor shall promptly make corrections and changes as requested. The Contractor and its professional consultants shall perform the Services in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to 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 December 31, 2004. 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, 2004, 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.). 4. Compensation and Paynnent: 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 $62,500.00. 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. G:\CPROJECT1Airport\ILS and approach project\approach design contract jeppesen.wpd 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. e) Payment terms are net thirty (30) days from the date of a correct approved invoice. Project Mana eg ment: Kris Jones shall be designated as Contractor's Project Manager 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 Assi rug_nent: 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. 8. Ownership of Documents: All documents (including electronic files) which are obtained in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to the Contractor or upon earlier termination of this Agreement. 9. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: Type of Insurance Coverage Limits a) Comprehensive Liability $1,000,000 minimum b) Workers' Compensation As required by Colorado law G:\CPROJEC'I1Airport\ILS and approach project\approach design contract jeppesen.wpd 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. 10. 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: Jeppesen Dataplan, Inc. Attn: Kris Jones 1903 Phoenix Blvd., Suite 250 Atlanta, GA 30349 (678) 924-8022 Local: Jeppesen Sanderson, Inc. Attn: Contracts Manager 55 Inverness Drive, East Englewood CO 80112 Phone: (303) 328-4204 Fax (303) 328-4163 b) County: Richard Cunningham Director, Facilities Management Dept. Eagle County Government P.O. Box 850, 590 Broadway Eagle, CO 81631 Phone: (970)-328-8880 Fax: (970)-328-8899 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. 1. DISCLAIMERS AND LIMITATION OF LIABILITY a. All work performed by Contractor hereunder, including without limitation, Flight procedures and related work products, is reviewed, flight-tested, approved, authorized and thereafter prescribed by the Federal Aviation Administration ("FAA"). Once approved, the product becomes the sole responsibility of the FAA, and Contractor specifically disclaims any liability whatsoever for the adequacy, reliability, accuracy, safety or conformance with Government Standards of any FAA flight procedure, whether designed and created by Contractor or not. Except as otherwise provided, County does not waive any rights or remedies against Contractor. G:\CPROJECT\Airport\[LS and approach project\approach design contract jeppesen.wpd b. Unless otherwise specified elsewhere in this Agreement, Contractor makes no warranties, expressed implied or statutory, including but not limited to, any expressed or implied warranty of merchantability or fitness for a particular purpose, which are hereby expressly disclaimed. In no event shall Contractor be liable for any loss of or damage to revenues, profits or goodwill or other special, indirect, incidental and consequential damages of any kind resulting from alleged negligence, breach of warranty, strict liability or any other theory, arising out of claim that its services were defective, inadequate, inaccurate, unreliable, unsafe, or fails to conform with any Government Standard or Regulation. 12. 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) Buyer shall be responsible for its compliance with any applicable export control restrictions, laws and regulations as may be modified from time to time, imposed by the governments of the U.S. and, if applicable, other countries. Buyer shall not attempt to, or knowingly export or re-export Flight Information Services or any products using such Flight Information Services covered under this Agreement (including all supplements attached hereto) to any country, or national thereof, prohibited from obtaining such data, either directly or indirectly through affiliates, licensees or subsidiaries of Buyer. Each party shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to conduct is respective activities hereunder. Nothing in this clause releases Buyer from any obligations stated elsewhere in this Agreement not be disclose such data. c) 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. d) 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. e) 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. G:\CPROJEC'I1Airport\ILS and approach project\approach design contract jeppesen.wpd IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS TTEST: ~ By: Cler o the oard of ~-~~' Tom C. Sto ,Chairman County Commissioners ~~ ~'~`~ ~.' . ~ `°~ ~•~ ~; ~. ~, i`~ ~~ C07?r--. ~~ j~a~ Jeppesen Dataplan, Inc. print name 1~,, rwi n i c Cws {adio print title Kf? C~¢rn~rtiwuE4 /kI l.~w y svs STATE OF COLORADO ) )ss County of ) The foregoing was acknowledged before me this by Notary Public day of My commission expires: 6 G:\CPROJEC7\Airport\ILS and approach project\approach design contract jeppesen.wpd GENERAL 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. G:\CPROJEC'I1Airport\ILS and approach project\approach design contract jeppesen.wpd 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 bear 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 be solely responsible for the protection of the Work until its final 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 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. 13. 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 maybe 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: G:\CPROJEC"IlAirport\ILS and approach project\approach design contract jeppesen.wpd 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. 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 forth, 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 9 G:\CPROJEC'I1Airport\ILS and approach project\approach design contract jeppesen.wpd 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: Contractor is insured through its parent company, The Boeing Company. In lieu of issuing paper certificates, Owner may obtain a copy by accessing the e-commerce service at the following website: htt~//www.marsh.com/moi?client=0110 14. 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. 15. 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. 16. 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 recklessness or willful misconduct of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable. 17. 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. 10 G:\CPROJECT\Airport\ILS and approach project\approach design conhact jeppesen.wpd 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. 18. 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. 19. 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) 11 G:\CPROJECT1Airport\ILS and approach project\approach design contract jeppesen.wpd 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. 20. 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"). 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 12 G:\CPROJECT~Airport\ILS and approach project\approach design contract jeppesen.wpd 26. 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. 27. 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 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. 28. 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 13 G:\CPROJECT\Airport\ILS and approach project\approach design contract jeppesen.wpd 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 already transferred. 29. Contractor shall comply with those standard State and Federal Assurances set forth in the attached Exhibit "B" and incorporated herein by this reference. 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. 14 G:\CPROJEC"I1Airport\ILS and approach project\approach design conhact jeppesen.wpd EXHIBIT A STATEMENT OF WORK (SOW) 1.0 Introduction and Overview 1.1 Background: Eagle County Regional Airport (KEGE), in Eagle County, Colorado, has received federal funding to install a new Instrument Landing System (ILS) at the airfield to enhance the safety and efficiency of approaches to Runway 25. To support the most efficient use of this new facility, the airport wishes to develop new original Instrument Approach Procedures (IAP) for Runway 25. Having conducted a feasibility study in cooperation with the Federal Aviation Administration and the commercial air carriers using KEGE to determine the most beneficial approaches that may be implemented, Jeppesen will design, develop, and coordinate the quality review and publication of the identified new flight procedures. 1.2 Scope of Work: Jeppesen will develop three new original Instrument Approach Procedures to KEGE Runway 25, to include a Public Precision ILS IAP to Runway 25, a Special Precision ILS IAP to Runway 25, and a Localizer-only (LOC/FMS) Special IAP to Runway 25. Jeppesen will coordinate the review and implementation of the new procedures by guiding the IAP's through the required FAA quality review process, and by providing an airborne flight inspection package and required procedure documentation to the appropriate FAA channels. 1.3 Objectives: • Design and development of three new original IAP's to Runway 25 utilizing the new ILS. • Successful support and coordination of the new original procedures through FAA quality review and Airborne Flight Inspection processes and final FAA approval. 2.0 References • Federal Aviation Administration Order 8260.3B (TERPS) & Supporting Documents 3.0 Requirements 3.1 Tasks: • Coordinate project objectives with KEGE and participating FAA representatives. • Utilize the FAA's Instrument Approach Procedure Automation (IAPA #2) design tool to perform the final design and development of the three identified IAP's, using FAA Order 8260.3B (TERPS), Change 19, criteria with application of supplemental criteria as necessary. • Coordinate and review new original procedures with: ^ Air traffic Control Tower, as necessary ^ Regional/Center Air Traffic Control staff, as necessary ^ Northwest Mountain Region Flight Procedures Office (FPO) and All Weather Operations (AWO) staff, as necessary ^ Northwest Mountain Region Flight Standards (AGL-230) office, as necessary 15 G:\CPROJECT\Airport\ILS and approach project\approach design contract jeppesen.wpd • Coordinate IAP's with AVN-160 in Oklahoma City, as necessary • Coordinate IAP's with AFS-420 in Oklahoma City, as necessary • Coordinate with Jeppesen for charting/coding, as necessary • Coordinate expeditious handling of Airborne Flight Inspection package 3.2 End Results Jeppesen will design, develop, and coordinate the implementation of final procedures, as follows: • Obstacle evaluation using the FAA's Instrument Approach Procedure Automation (IAPA #2) design tool • Document procedure on FAA Forms (8260-1/2/7/9 and supporting documents/charts) • TERPS Waivers of standards on FAA Form 8260-1(as necessary) • Advance "PROOF" copies of approach plates to the FAA and designated users. • Provide AVN-200 Flight Inspection package to include charts/checklists Jeppesen will coordinate as necessary with FAA/AVN-200 for Airborne Flight Inspection of the new procedures. 3.3 List of Deliverables by Task NAME END RESULT/DELIVERABLE INTENDED USE Applicable FAA Forms & documentation, tailored Jeppesen approach "proof' plates, database Procedure Desi n su ort, fli ht ins ection acka e External resentation FAA Flight Inspection Package & Flight Inspection & coordination with AVN as Procedure Maintenance necessa External resentation 3.4 Tentative Schedule (Schedule is subject to change, dependent upon ILS site evaluation and preparation, and airfield user and FAA involvement) TASK DELIVERABLE TENTATIVE DATE Submit final design Procedure design documents and Flight documents and Flight Ins ection Packa e Ins ection Packa e Se tember, 2004 Completed procedure package to AFS-420 for Completed procedure a royal acka e October, 2004 Procedure available for use Procedure Available b a roved users U on activation of ILS 16 G:\CPROJECT\Airport\ILS and approach project\appmach design contract jeppesen.wpd 4.0 Project Price ITEM PRICE Procedure Design, Development, & Coordination -three 3 new on final Instrument A roach Procedures $52,500 Travel & Ex enses estimate, to be billed at actual cost $10,000 Grand Total $62,500 17 G:\CPROJEC'I1Airport\ILS and approach project\approach design contract jeppesen.wpd 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. 18 G:\CPROJECT\Airport\ILS and approach project\approach design contract jeppesen.wpd 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. 19 G:~CPROJECT`\Airport\ILS and approach project\approach design contract jeppesen.wpd