I 􀁾􀀮􀁴􀀢􀀠Texas Department of Transportation AVIATION DIVISION 125 E. 11TH STREET· AUSTIN, TEXAS 78701-2483' 5121416-4500' FAX 5121416-4510 August 30, 2004 Mr. Jim Pierce Assistant City Engineer 16801 Westgrove Drive Addison, Texas 75001 RE: TxDOT CSJ No. 0118ADDSN Dear Mr. Pierce: Enclosed please find your executed copy ofthe Agreement between Sponsor and Consultant for Professional Services for the Addison Airport. If you have any questions, please call me at 512-416-4517. Sincerely, 􀁾􀁏􀁾􀀠Sheri Quinlan Grant Manager An Equal Opportunity Employer AGREEMENT BETWEEN SPONSOR AND CONSULTANT FOR PROFESSIONAL SERVICES TxDOT Contract No. lXlFA031 TxDOT Project No. ADDISON 2 TxDOT CSJ No. 01l8ADDSN STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS COUNTY OF TRAVIS § THIS AGREEMENT is made, entered into and executed by and between the Town of Addison, hereinafter called the "Sponsor," acting by and through the Texas Department of Transportation, hereinafter called the "Agent" and Coffman Associates, Inc. hereinafter called the "Consultant." The Sponsor intends to: prepare a (FAR) 150 Airport Noise Compatibility Planning Study at the Addison Airport hereinafter called the "Project." The Sponsor and the Consultant, in consideration of the mutual covenants and agreements herein contained, do mutually agree as follows: Pursuant to the terms of the Airport Project Participation Agreement entered into by and between Agent and Sponsor, Agent agrees to employ the Consultant on behalf of the Sponsor. The Consultant agrees to perform professional conSUlting services in connection with the project as stated in the sections to follow. Upon rendition of such services, the Agent agrees to pay to the Consultant compensation for these services as agreed herein. All services performed under this Agreement shall be performed under the direct supervision of the Agent. The Agent will act as referee in all questions arising under the terms of this Agreement between the parties hereto, and the Agent's decisions shall be final and binding. Page I of 12 SECTION I -SCOPE OF SERVICES I.!. Services of the Agent 1.1.1. The Agent will furnish items as listed in Attachment A, "Services to be provided by the Agent," attached hereto and made a part of this agreement. 1.2. Services ofthe Consultant 1.2.1. The Consultant will furnish planning services as set forth in Attachment B, "Basic Services to be provided by the Consultant., attached hereto and made a part of this agreement. The Consultant shall perform in a satisfactory manner, as determined by the Sponsor and Agent, the services generally outlined and specifically indicated in Attachment B. SECTION 2 -PROGRESS 2.1. After execution of this Agreement, the Consultant shall not proceed with the work for each phase outlined under "Scope of Services" until authorized in writing by the Agent to proceed. 2.2. The Consultant shall, from time to time during the progress of the work, confer with the Agent. The Consultant shall prepare and present such ilJ.formation and studies as are shown in Attaehment B. 2.3. At the request ofthe Agent or the Consultant, conferences shall be conducted at locations designated by the Agent. When requested by the Agent, these conferences shall also include inspection ofthe Consultant's services and work. 2.4. The work will be subject to periodic review by the Federal Aviation Administration (FAA) and/or Agent. 2.5. The Consultant shall prepare a "Work Schedule" as Attachment C, attached hereto and made a part of this agreement. This work schedule will be sufficiently complete to show that the Consultant's "Scope of Services" under this Agreement can be accomplished within the specified time. This "Work Schedule" will provide specific work sequence and definite review times by the Agent and the Consultant of the work performed. It is of primary importance to the Sponsor and the Agent that the services within this contract be provided according to the agreed upon Work Schedule, Attachment C. Undue delays within the control of the Consultant may be considered as reason for termination of the contract as provided in Section 9. 2.6. Should the Agent desire to suspend the work, but not terminate the Agreement, this may be done by thirty (30) days notice of suspension of work given by the Agent in writing to that effect, and the work may be reinstated by Agent and shaH be resumed by Consultant in full force and effect upon receipt by the Consultant from the Agent of sixty (60) days notice in writing to Page 2 of 12 that effect. 2.7. If work is suspended for more than six months at the request of the Sponsor or the Agent the Agreement may be renegotiated at the request of the Consultant or unilaterally terminated by the Consultant. 2.8. All employees of the Consultant shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of the Consultant, who, in the opinion of the Agent, is unable to perform the work, or whose conduct becomes detrimental to the work, shall immediately be removed by the Consultant from association with the Project. 2.9. The Consultant certifies that Consultant has adequate qualified personnel for performance of the services required under this Agreement, or will be able to obtain such personnel from sources other than the Agent or Sponsor. The Consultant will be responsible for the professional quality and technical accuracy of all services provided by the Consultant under the Agreement. 2.10. The Consultant shall prepare monthly progress reports in sufficient detail to support the progress ofthe work and vouchers requesting monthly payments. 2.11. The Consultant shall furnish all equipment, materials and supplies required to perform the work under this Agreement except as provided herein. SECTION 3 -CHANGES OF WORK 3.1. The Agent will have the right to make changes and alterations in the services of the Consultant as may be considered necessary or desirable. Changes and/or alterations that reduce the lump sum fee will be negotiated between the Agent and the Consultant. Changes and/or alterations that increase the lump sum fee will be handled as Additional Services as stated in Section 4. Such changes and alterations shall not be considered as a waiver of any conditions of the Agreement, nor shall they invalidate any of the provisions thereof. The Consultant shall perform the work as changed or altered. 3.2. When required to do so by the Agent, the Consultant shall make such revisions as are necessary to correct Consultant'S errors or omissions in the work. No additional compensation shall be paid for this work. 3.3. If the Agent requests change to work previously completed by the Consultant and accepted by the Agent, the Consultant shall make such changes as directed by the Agent. This will be considered additional work and paid for as specified in Section 4 -Additional Services. Page 3 of 12 SECTION 4 -ADDITIONAL SERVICES 4.1. When authorized by a supplemental Agreement, the Consultant will furnish additional services as listed in Attachment D, "Additional Services to be Provided by the Consultant," attached hereto and made a part of this agreement. 4.1.1. Compensation for such services will be in accordance with Section 5 -Payments to the Consultant. 4.2. Ifthe Consultant is of the opinion that any work Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the Agent in writing prior to performing the extra work. 4.2.1. In the event the Agent finds that such work does constitute extra work, the Agent shall so advise the Consultant, in writing, and pursuant to a supplemental Agreement shalJ provide extra compensation to the Consultant for doing this work as additional services covered in Section 5 Payments to the Consultant. SECTION 5 -PAYMENTS TO THE CONSULTANT 5.1. Methods ofPayment for Services and Expenses of Consultant. 5.1.1. For Basic Services. Agent shall pay Consultant for Basic Services as set forth in Attachment B, "Basic Services to be Provided by the Consultant" rendered under Section 1 as follows: 5.1.1.1. A lump sum fee of .$11,339.00 for Element 10 -Public Coordination and Communication and Element 11 Noise Compatibility Program Document. 5.1.1.2. The lump sum amount shall be allocated to the phases of the Project as set forth in Attachment E, "Lump Sum Fee Distribution to Consultant," attached hereto and made a part of this agreement. 5.1.2. For Additional Services. Agent shall pay Consultant for work rendered under Section 4Additional Services in accordance with the provisions of the Supplemental Agreement to Consulting Services Agreement pertaining to the service provided. 5.2. Times of Payments 5.2.1. Partial payments shall be made monthly in proportion to those parts of the services that have been accomplished, as evidenced by monthly statements submitted by the Consultant to the Agent. In no case shall the partial payments be in excess of the value of the services completed Page 4 of 12 at the time the statement is rendered. 5.2.2. The Consultant shall submit a monthly statement as directed by the Agent showing an estimate of the Basic Services rendered and the acmal approved Additional Services rendered, except for the Deliverable Phase. Deliverable Phase statements shall be submitted only following completion of all tasks associated with the Deliverable Phase. 5.3. Other Provisions Concerning Payments 5.3.1. Payments to the Consultant for Additional Services rendered will be based upon itemized and certified statements detailed to show the names of the employees and the time worked. Monthly statements should include authorized non-salary expenses with supporting itemized invoices for additional services. 5.3.2. Statements and supporting documents will be submitted to the Agent no more than monthly. TxDOT provided payments forms must be submitted with or as an Consultant's statement. Upon receipt and approval of each statement, the Agent shall pay the amount which is due and payable as provided herein within thirty (30) days of invoice receipt. 5.3.3. Final payment of any money due will be made to the Consultant after satisfactory completion of all services and obligations covered in this Agreement and acceptance of the work by the Agent. 5.4. Maximum Amount of Payment 5.4.1. The maximum amount allowable for payment under the Professional Consulting Services Agreement is $11,339.00. SECTION 6 -SUBCONTRACTORS 6.1. The Consultant shall not sublet or transfer any portion of the work under this Agreement unless approved by the Agent. Subcontractors shall comply with the provisions of this Agreement and all state and federal regulations as applicable. Subcontracts, may at the option of the Agent, require approval of content. The Consultant shall provide to the Agent a copy of the executed Agreement between the Consultant and subcontractor when requested by the Agent. 6.2. In the event the Consultant provides any of the services set out in this Agreement by subcontracting the same with a subcontractor, the Consultant shall take all steps necessary and appropriate to ensure that said subcontractor indemnifies the Sponsor, Agent, and at the option of the Consultant, the Consultant for liability arising from any acts or omissions of said subcontractor, it being the express intention of the parties hereto that any liability for said acts or omissions shall be the responsibility of said subcontractor. In the event that Consultant does not take such appropriate and necessary steps to ensure the inde!IU1ification described in this PageS of 12 provision, Consultant shall assume such liability as is described in this provision, and hereby agrees to so indemnifY the Sponsor or Agent for such acts or omissions of said subcontractor as are described herein. 6.3. The Consultant shall pay the subcontractor for work performed within 10 days after the Consultant receives payment for the work performed by the subcontractor. Also, any retained monies on a subcontractor's work shall be paid to the subcontractor within 10 days after satisfactory completion of ail the subcontractor's work. Completion ofthe subcontractor's work shall include test, maintenance and other similar periods that are the responsibility of the subcontractor. SECTION 7 -CIVIL RlGHTS COMPLIANCE 7.1. The Consultant shall comply with the provisions of Attachment F, "Special Provision Contractor Contractual Requirements Title VI Assurances," attached hereto and made a part of this agreement. SECTION 8 -DISADVANTAGED BUSINESS ENTERPRlSE REOUIREMENTS 8.1. The Consultant shall comply with the the provisions of Attachment G, "Disadvantaged Business Enterprise (DBE) Assurances," attached hereto and made a part of this agreement. For any additional services DBE goals will be amended and a new plan filed. SECTION 9 -TERMINATION OF AGREEMENT 9.1. The Agreement may be terminated upon the occurrence of any of the following conditions: 9.1.1. By mutual Agreement and consent ofboth parties in writing. 9.1.2. By the Agent by notice in writing to the Consultant as consequence of fuilure by the Consultant to perform the services herein set forth in a satisfactory manner and within the limits provided, with proper allowances being made for circumstances beyond the control of the Consultant. 9.1.3. By either party, upon the failure of the other party to fulfill its obligations as set furth in Section I -Scope ofServices. 9.1.4. By the Agent for reasons of its own and not subject to the mutual consent of the Consultant by delivering a written Notice of Termination to the Consultant, which shall take effect on the tenth (10th) day following receipt. Page 6 of 12 9.1.5. By the condition stipulated in Section 2.7. 9.1.6. By the situation stipulated in Attachment G, Disadvantaged Business Enterprise (DBE). 9.1.7. By the condition stipulated in Attachment H, "Child Support Certification," attached hereto and made a part of this agreement. 9.1.8. By satisfactory completion of all services and obligations described herein. 9.2. Should the Agent terminate this Agreement, no fees other than fees due and payable at the effective date of termination, shall thereafter be paid to the Consultant. In determining the value of the work performed by the Consultant prior to termination, the Agent shall be the sole judge. Payment for work at termination will be based on work completed at that time. 9.3. If the Consultant defaults in performance of this Agreement or the Agent terminates the Agreement for fault on the part of the Consultant, the Agent will give consideration to the actual costs incurred by the Consultant in performing work to date of default, the amount of work required which was satisfactorily complete to date of default, the value of the work which is usable to the Sponsor, the cost to the Sponsor of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to the Sponsor of the work performed at time of default. 9.4. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all right, duties, obligations and liabilities of the Sponsor, Agent, and Consultant under this Agreement with regard to payment only. If the termination of this Agreement is due to the failure of the Consultant to fulfill Agreement obligations, the Agent may take over the project and prosecute the work to completion by Agreement or otherwise, In such case, the Consultant shall be liable for any additional costs for professional services resulting from the Consultant's default. SECTION 10 -DISPUTES 10.1. The Consultant shall be responsible for the settlement of all contractual and administrative issues arising out of procurements made by the Consultant in support of the work authorized herein. 10.2. Any dispute concerning the work performed hereunder, the cost of work performed hereunder, or .:my nonprocuremcnl issue shall be settled in accordance with Title 43, Texas Administrative Code, Section 1,68, "Contract Claim Procedure," Page 7 of 12 SECTION 11 -COMPLIANCE WITH LAWS 11.1. The Consultant shall comply with applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of courts, or administrative bodies or tribunals in any matter affecting the performance of this Agreement, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Consultant shall furnish the Agent with satisfactory proof ofConSUltant's compliance. SECTION 12 -INDEMNITY 12.1. The Consultant shall save harmless the State and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this Agreement and which are caused by or result from error, omission, or negligent act of the Consultant or of any person employed by the Consultant. The Consultant shall also save harmless the State from any and all expense, including, but not limited to, attorney fees which may be incurred by the State as a result ofsuch activities by the provider or employees. 12.2 Section 12.1 above is expressly applicable to all items, clauses, codicils, and addenda of this Agreement. SECTION 13 -CONSULT ANT'S WARRANT 13.1. The Consultant warrants that Consultant has not employed or retained any company or persons, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Agent shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. SECTION 14 -SUCCESSORS AND ASSIGNS 14.1. The Sponsor and the Consultant each binds itself, its successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants of this Agreement. Neither the Sponsor nor the Consultant shall assign, sublet, or transfer its interest in this Agreement without written consent of the other. Page 8 of 12 SECTION 15 -INSPECTION OF CONSULTANT'S BOOKS AND RECORDS 15.1. The Agent may, for purpose of termination of the Agreement prior to completion, examine the books and records of the Consultant for the purpose of checking the amount of the work performed by the Consultant at the time of Agreement termination. The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to cost incurred and shall make such materials available at the Consultant's office during the Agreement period and for three years from the date of final payment under the Agreement, for inspection by the Agent, the Federal Aviation Administration and the U.S. Department of Transportation, Office of Inspector General. The Comptroller General of the United States, or any of its duly authorized representatives, shall have access to any books, documents, papers and records of the Consultant which are directly pertinent to this Agreement for the purpose of making audit, examinations, excerpts and transcriptions. 15.2 The state auditor may conduct an audit or investigation or any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in counection with those funds. SECTION 16 -WARRANTIES OF SIGNATORY 16.1. The undersigned signatory or signatories for the Consultant hereby represent and warrant that the signatory is an officer of the firm for which the signatory has executed this Agreement and that the signatory has full and complete authority to enter into this Agreement on behalf of the Consultant. The above-stated representations and warranties are made for the purpose of inducing the Sponsor to enter into this Agreement. SECTION 17 -INSURANCE 17.1. The Consultant shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury including personal injury. sickness or disease or death of any and all employees or of any other person and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. The Consultant shall furnish the Agent a completed Certificate of Insurance provided and approved by the Agent prior to beginr,ing work under this Agreement. Page 9 of 12 SECTION 18-ENTIRE AGREEMENT 18.1. This Agreement together with the Attachments, Exhibits and Special Provisions identified herein constitutes the entire Agreement between the Sponsor and the Consultant and supersedes all prior written or oral understandings. This Agreement and said Attachments, Exhibits, and Special Provisions may only be amended, supplemented, modified or canceled by a duly executed written instrument. SECTION 19 -CHaD SUPPORT CERTIFICATION 19.1. Under Section 231.006 ofthe Family Code, the Consultant certifies that the individual or business entity named in this Agreement is eligible to receive the specified grant or payment and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate. The Consultant further acknowledges that he or she has read Attachment H and has provided the names and social security numbers required therein. SECTION 20 -APPLICABLE LAW 20.1. Under Section 22.055 (b), Transportation Code, Chapter 22, this Agreement is made pursuant to the law governing the making ofAgreements by or on behalf of the State of Texas. SECTION 21 -BUY TEXAS 21.1. The Consultant shall buy Texas products and materials for used in providing the services authorized in this Agreement when these products and materials are available at a comparable price and in a comparable period of time. When requested by the Agent the Consultant shall furnish documentation of these purchases or a description ofgood faith efforts to do so. SECTION 22-DEBT TO THE STATE 22.1. If the comptroller is currently prohibited from issuing a warrant to the Consultant because of a debt owed to the state, then the Consultant agrees that any payments owing under the Agreement will be applied towards the debt or delinquent taxes until the debt or delinquent taxes are paid in full. SECTION 23 -VENUE 23.1. Venue for resolution by a court of competent jurisdiction of any dispute arising under the terms of this Agreement, or for enforcement of any of the provisions of this Agreement, is specifically set by Agreement of the parties hereto in Travis County, Texas. Page 10 of 12 IN WITNESS WHEREOF, the parties to this Agreement for Professional Consulting Services have signed or caused their respective names to be signed to triplicate counterparts hereof on the db+t day of 􀁁􀁊􀀦􀁾􀀮at ,20-0.':1. CONSULTANT By: ________________________ Title: 􀁾Y'l J1/u.J 8 (V<..-Pk!.7 (Name ofFirm) (Address) 􀁲􀀻􀁾􀀬/lZtJ ?W(.3 9'/{.. -!;':i( 't'--?J ..>􀁾􀀨􀀩􀀠() (City, State, ziP) (Area Code & Phone Number) 􀁔􀁈􀁅􀁓􀁔􀁁􀁔􀁅􀁏􀁆􀁔􀁾􀀠􀁾􀀠COUNTYOF 􀁾􀁾􀀠Before me, the undersigned authority, .on 􀁴􀁾􀁩􀁳􀀠day personally appeared 􀁾c", 􀁾􀁾􀀠, 􀁾􀀠known to me to be the -Consultant named In thIs Agreement, or the Cons ant's auth.onzed representative, and is the person whose name is subscribed to the foregoing instrument and ackn.owledged to me that he/she has authority to execute and has executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office thi;>Otty 􀁯􀁦􀁾􀀮􀁄􀀮2qlinoa 􀁾􀁵􀁡􀁴05. 2008 ACCEPTANCE OF THE STATE Executed by and approved for the Texas Transportation Commission, agent for the Sponsor, for the purpose and effect ofactivating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. Page 12 of 12 ATTACHMENT A SERVICES TO BE PROVIDED BY THE AGENT TxDOT CSJ No. 0118ADDSN Agent shall do the following in a timely manner so as not to delay the services of the Consultant: 1. Provide sufficient criteria and information as to the Agent's requirements or the Project, ineluding but not limited to, planning objectives, capacity and performance requirements, and budget constraints: identifY standards which the Agent will require to be used for the Project. 2. Make available plans, specifications, maps field notes, previous reports, statistics, and other data in the Agent's possession relative to the existing facilities and to the Project. 3. Furnish the Consultant appropriate data in the Agent's or Sponsor's possession including, but not limited to, soils and foundation investigations, boundary and other surveys, environmental assessments or environmental impact statements, planning or Consulting reports, previous and existing airport layout plans, and other data relative to the Project. 4. In a timely manner, examine all studies, reports, sketches, drawing, specifications, proposals, and other documents presented by the Consultant. 5. Designate in writing a person to act as the Sponsor's and Agent's representative with respect to the services to be reached under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define the sponsor's and Agent's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Consultant's services, and such other authority as granted to the representative by the Sponsor. 6. Give prompt written notice to the Consultant whenever the Agent observes or otherwise becomes aware of any development that affects the scope or timing of the Consultant's services, or any defect in the work of the Consultant. 7. Direct the Consultant to provide necessary Additional Services as stipulated in Section 4 of this Agreement or other services as required. A-l ATTACHMENTB BASIC SERVICES TO BE PROVIDED BY THE CONSULTANT TxDOT CSJ No. 0118ADDSN To complete Element 10-Public Coordination and Communication And Element 11-Noise Compatibility Program Document ELEMENT 10 -PUBLIC COORDINATION AND COMMUNICATION Task 10.1 -Planning Advisorv Committee (PAC) Meetings Description: The Consultant and Sponsor will meet with the PAC to review working papers, to discuss study findings, and to identify issues deserving further study. Comments received during these meetings will be considered and evaluated and where appropriate additional analysis will be conducted in order to respond to those comments in the revised working papers. Graphic displays and handout materials will be prepared as needed to facilitate the meetings. Four (4) PAC meetings have been budgeted. At various points in the study, representatives of different interest groups serving on the PAC may be called together to meet as ad hoc "subcommittees". (These groups may include, for example, citizen and neighborhood representatives, airport users, or local land use planners.) These meetings will be convened when in-depth discussion of issues particularly relevant to those interest groups is needed. These meetings will be held during the trips for the PAC meetings. It is anticipated that meetings with the citizens and neighborhood subcommittee will be held during each PAC meeting trip. Responsibilities: Consultant: Distribute meeting notices to PAC. Provide presentations and necessary graphics at the meetings. Prepare summary minutes. Sponsor: Arrange for meeting room. Coordinate jointly with Consultant. Product: Four (4) PAC Meetings with summary minutes. Task 10.'1 -Local Coordination Meetim!s Description: Meet with and give presentations to the Sponsor or other local groups as directed by the Sponsor. Meetings are expected to involve status reports on the study and presentations of final recommendations. Two (2) local coordination meetings trips have been budgeted during the study. It has been assumed that these meetings would be held on trips other than the planned PAC meetings, Technical Conferences, and public hearing. B·I Responsibilities: Consultant: Provide presentations and necessary graphics at the meetings, Prepare summary minutes as appropriate, Sponsor: Coordinate jointly with Consultant. Product: Two (2) local coordination meeting trips, Task 10.3 -Public Information Workshops Description: The working papers prepared for the Noise Compatibility Study will be presented to the general public at public information workshops, The workshops will be held after the PAC meetings (on the same days), Four workshops have been budgeted. Notification ofthe workshops will be accomplished using press releases, newspaper advertising, and direct mailings to interested citizens, neighborhood associations, and other groups in the area that may have an interest in the Noise Compatibility Study, Responsibilities: Consultant: Prepare press releases for Sponsor. Prepare mock-ups of newspaper advertisements. Prepare direct mail meeting announcements as directed, Provide facilitation, technical presentations, and related graphics for the meetings. Prepare summary minutes of meetings, Sponsor: Provide names for mailing list. Review, approve, and send press releases to local media. Approve mock-Ups of meeting advertisements. Arrange and pay for placement of ads in local newspapers, Arrange and pay for meeting room, Mail flyers announcing meetings to people on ma'iling list. Product: News releases, meeting advertisements, display boards and charts, direct mail flyers, four (4) sets ofpublic information workshops, summary minutes. Task 10.4 -Public Hearing Description: One public hearing will be held on the recommended 􀁾􀁯􀁩􀁳􀁥􀀠Compatibility Plan to solicit comments from the public. Comments received at the hearing will be included in the final NCP documentation, The format of the hearing will be designed to encourage maximum twoway communication while discouraging a confrontational situation. The format can be selected from a variety of options incorporating the formal hearing with an informal workshop. The budget is based on a one-day hearing held with a public information workshop. (This hearing/workshop is in addition to the workshops provided for in Task 10.3.) B-2 Responsibilities: Consultant: Provide mock-ups of a legal notice and display advertisement. public hearing to people on Planning Advisory Committees. Mail notices of Sponsor: Arrange and pay for meeting room. Arrange for hearing officer to moderate hearing. Approve meeting notices and advertisements. Arrange and pay for publication of legal notice twice before the public hearing in a newspaper of general circulation in the area. Arrange and pay for a two-time pUblication of the . display ad. Mail notices of public hearing to those on the public information workshop mailing list. Arrange and pay for preparation of the public hearing transcript. Product: Public hearing, transcript ofhearing. Task 10.5 -Responses to Public Hearing Comments Description: Responses will be prepared to all comments raised at the public hearing and submitted in writing during the official comment period on the Noise Compatibility Study. Responsibilities: Consultant: Prepare responses to comments. Submit them to Sponsor for review. Distribute responses to commentors, as deemed appropriate by Sponsor. Sponsor: Review and approve responses to comments. Product: Responses to comments received at the public hearing will be included in Noise Compatibility Program support documentation. Task 10.6 -Summary Brochure Description: Prepare narrative and graphics for a brochure summarizing the updated Noise Compatibility Program. The brochure will summarize the study process, the scope of noise issues, and the recommendations of the Noise Compatibility Program. It will include a summary of past noise abatement efforts at the airport and will explain how noise has changed through the years. The brochure will be printed in full color and will not exceed eight to twelve pages. It will be designed for widespread distribution to the public. Responsibilities: Consultant: Design, write, and print a summary report. Sponsor: Review and distribute. B-3 Product: One thousand (1,000) copies of summary report, Task 10,7 -Prepare Pilot Guide Description; A photo-based pilot guide suitable for insertion into a Jeppesen flight manual will be prepared. It will describe key infonnation about the airport and will describe noise abatement procedures and noise-sensitive areas near the airport, Responsibilities: Consultant: Design, draft, and print pilot guide, Sponsor: Review and approve mock-up of pilot guide, Product: Consultant shall prepare one thousand (1,000) copies of a pilot guide. ELEMENT 11 -NOISE COMPATIBILITY PROGRAM DOCUMENT Task 11.1 -Draft Noise Compatibility Program Document Description: Prepare draft Noise Compatibility Program document for FAA review, This document will include following: • revisions of working papers 5 through 7 previously distributed for review by the Sponsor and the Plarming Advisory Committee; • preparation of FAA's Noise Exposure Maps Checklist. Responsibilities: Consultant: Primary responsibility for task, Sponsor: Review. Product: Draft copies of documentation in support of the updated Noise Compatibility Program (NCP) suitable for FAA review. Five (5) copies will be provided, Task 11.2 -Final Noise Compatibility Program Document Description: A document will be prepared and printed which includes the final working papers prepared under Elements 7 through 9 (noise and land use alternatives and the noise eempatibility B-4 plan) and other information required to meet submission requirements for a Noise Compatibility Program (NCP) according to FAR. Part 150. The work will include: • revisions of working papers 5 through 7 previously distributed for review by the Sponsor, FAA, and the Planning Advisory Committees; • a description of the consultations with airport users, planning agencies, and the public necessary to produce the updated Noise Compatibility Program and copies of all written comments received on the study; • preparation of FAA's Noise Compatibility Program Checklist; • printing of a final document; Responsibilities: Consultant: Make all revisions necessary, and prepare and print updated Noise Compatibility Program Document for distribution by the Sponsor to FAA reviewers and for public record. Sponsor: Review. Product: Final copies of the updated Noise Compatibility Program document, suitable for submission by the Sponsor to the FAA. Sixty (60) copies will be provided. Final copies of a supplemental volume documenting the public involvement process, including all written comments received on the NCP (15 copies). B·5 ATTACHMENT C WORK SCHEDULE TxDOT CSJ No. 01l8ADDSN Upon approval of Noise Compatibility Program by FAA. consultant has 30 days to complete: Element 10-Public Coordination and Communication and Element 11-Noise Compatibility Program Col ATTACHMENT D ADDITIONAL SERVICES TO BE PROVIDED BY THE CONSULTANT TxDOT CSJ No. 0118ADDSN If authorized by supplemental Agreement by Agent, Consultant shall furnish or obtain from others additional services of the types listed hereinafter. These services are not included as part of the Basic Services to be Provided by the Consultant. Compensation for additional services will be in addition to compensation for services performed under Section 1 -Scope ofServices. 1. Boundary, land, and right-of-way surveys, establishment of monuments; and, related office computations and drafting. 2. Preparation of property or easement descriptions and related drawings. 3. Assistance to the Agent and Sponsor as an expert witness in any litigation with third parties arising from the development or construction of the project. 4. Appearance before regulatory agencies. 5. Preparation of Environmental Impact Assessment Reports and assistance to the Agent in preparing for and attending public hearings. 6. Preparation ofsite selection studies 7. Additional copies of reports, plans, specifications, and documents above the num ber specified to be furnished under the Basic Services. 8. Travel and subsistence for the Consultant' and Consultant's staff beyond that normally required under the Basic Services, when authorized by the Agent. 9. Preparation of operating instructions and manuals for facilities and training of personnel in the operation ofthe facilities. 10. Preparation of feasibility or rate-making studies. 11. Any other services required for the project, authorized in writing by the Agent, and not otherwise provided for in this Agreement. P-1 ATTACHMENT E LUMP SUM FEE DISTRIBUTION TO THE CONSULTANT TxDOT CSJ No. 0118ADDSN Subject to the limitations of Section 5, and other provisions of this Agreement the lump sum fee for Basic Services as provided under Section 5 -Payments to the Consultant shall be distributed on the basis ofthe following percentages ofthe total lump sum fee for the phases ofthe Project. Phase Percent Amount to Complete Public Coordination & Communication 82.5% 59,339.00 Noise Compatibility Program Document 17.5% S2,000.00 E-l ATTACHMENT F SPECIAL PROVISION CONTRACTOR CONTRACTUAL REQUIREMENTS TITLE VI ASSURANCES TxDOT CSJ No. 0118ADDSN During the performance of this contract, the contractor, for himself, its assignees and successors in interest (hereinafter referred to as the "contractor" agrees as follows: I. 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 may be 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, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall not participate either 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 ofthe Regulations. 3. Solicitations for Subcontractors, lncluding Procurement of Materials and Eguipment. In all solicitations either by competitive bidding or negotiation made by 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. lnformation and Reports. 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 may be determined by the Agent or 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 or 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 Agent 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, andlor F-l (b) cancellation, tennination, or suspension of the contract, in whole or in part. 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 Agent 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 Agent to enter into such litigation to protect the interests of the Agent and Sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. F-2 ATTACHMENT G DISADVANTAGED BUSINESS ENTERPRISE (DBE) ASSURANCES TxDOT CSJ No. 01l8ADDSN I. Policy. It is the policy of the United States Department of Transportation (DOT) that Disadvantaged Business Enterprises (DBE), as defined in 49 CFR Part 26, Subpart A, be given the opportunity to compete fairly for contracts and subcontracts financed in whole or in part with Federal funds under this agreement. Consequently, the DBE requirements of 49 CPR Part 26 apply to this agreement. 2. DBE Obligations. The contractor will offer DBEs, as defined in 49 CFR Part 26, SUbpart A, the opportunity to compete fairly for contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all contractors will make a good faith effort in accordance with 49 CPR Part 26 to meet the contract DBE goal. Contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts. The Contractor shall carry out applicable requirements of 49 CPR Part 26 in the award and administration of DOT assisted contracts. The requirements of this provision shall be physically included in any subcontract. 3. Project DBE Participation Goal and Good Faith Effort. The bidder/proposer shall make good faith efforts, as defined in Appendix A of 49 CFR Part 26, Regulations ofthe Office of the Secretary of Transportation, to subcontract 0% percent of the dollar value of the prime contract to DBEs. A bidder for this solicitation that qualifies as a DBE, may receive credit toward the DBE goal for work performed by hislher own forces and work subcontracted to DBEs. The DBE bidder must report any subcontracts to non-DBEs. The apparcnt successful competitor will be required to submit information concerning the DBE(s) that will participate in the contract. Eligible DBEs are firms certified as such by the Department in accordance with 49 CPR Part 26. The information will include: (1) the name and address of each DBE; (2) a description of the work to be performed by each named firm; and (3) the dollar value of the work of the contract. If the bidder fails to achieve the contract goal stated herein, it will be required to provide documentation demonstrating that it made good faith efforts in attempting to do so. A bid that fails to meet these requirements will be considered nonresponsive. If the Director of Aviation determines that the apparent successful competitor has failed to meet the good faith effort requirements, they will be given an opportunity for reconsideration by the Director of the Construction Division. 4. Counting DBE Participation Toward Meeting the Goals. The Texas Department of Transportation through the Division of Aviation, hereinafter called the "Agent," will count DBE participation toward the goals in accordance with the guidelines outlined below. a. Once a finn is determined to be an eligible DBE under 49 CPR Part 26, the total amount paid to the DBE for work perfonned with hislher own forces is counted toward the DBE goal. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the subcontractor is itself a DBE. G-l Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. An eligible DBE is defined for this program as one that is currently certified by the Texas Department of Transportation. b. The Agent and its contractors will count toward the DBE goals a portion of the total dollar value of a contract with a certified DBE joint venture equal to the distinct, clearly defined portion of the work ofthe contract performed by the DBE. c. Only expenditures to the DBE that performs a commercially useful function in the work of a contract will be counted toward the DBE goals. A DBE is considered to perform a commercially useful function when it is responsible for execution of the work of the contract and carrying out its responsibilities by actually performing, managing, and supervising the work involved. To determine whether a DBE is performing a commercially useful function, the Agent and its contractors will evaluate the amount of work subcontracted, industry practices, and other relevant factors. When a DBE is presumed not to be performing a commercially useful function, the DBE may present evidence to rebut this presumption. d. Consistent with normal industry practices, a DBE may enter into subcontracts. If a DBE contractor subcontracts a significantly greater portion of the work of the contract than would be expected on the basis of normal industry practices, the DBE shall be presumed not to be performing a commercially useful function. The DBE may present evidence to the Agent to rebut this presumption. e. The Agent and its contractors will count toward the DBE goals 60 percent of expenditures for materials and supplies required under a contract and obtained from a DBE regular dealer, and 100 percent of such expenditures obtained from a DBE manufacturer. f. For purposes of this DBE program, a manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials, supplies, articles or equipment required under the contract and of the general character described by the specifications. Brokers, packagers, manufacturers' representatives or persons who arrange or expedite transactions shall not be regarded as manufacturers. g. For purposes of this DBE program, a regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a regular dealer, the firm must be an established regular business that engages in, as its principal business, and in its own name, the purchase and sale of the products in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock, if it owns or operates distribution equipment for the product. Brokers, packagers, manufacturers' representatives or other persons who arrange or expedite transactions shall not be regarded as regular dealers. Any supplementing of regular dealers own distribution equipment shall be by a long-term lease agreement and not on an adhoc or contractG-2 by-contract basis. h. The Agent and its contractors may count toward the DBE goals the following expenditures to DBE firms that are not manufacturers or regular dealers provided that the fee or commission is determined by the Agent to be reasonable and not excessive as compared with fees customarily allowed for similar services: (I) The fees or commissions charged by a DBE for providing a bona fide service, such as professional, technical, consultant or managerial services, and assistance in the procurement of materials or supplies required for performance of the contract, provided that the fee or commission is determined by the Agent to be reasonable and not excessive as compared with fees customarily allowed for similar services. (2) The fees charged for delivery of material and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer or a regular dealer in the materials and supplies. (3) The fees fees or commission charged for providing any bonds or insurance specifically required for the performance of the contract. 5. Conditional Award. If the successful bidder for a federal-aid contract is determined to be acceptable, the Agent will conditionally award the contract. The condition of the award is that within 14 days after the date of the award, the bidder must furnish to the Agent names and addresses of the DBE subcontractors that are intended to be used, a description of the work each subcontractor is to perform, the dollar value of each proposed subcontract, and a tentative agreement for each DBE firm submitted, signed by an officer of the contractor and an officer of the proposed DBE firm. A contractor who does not meet the contract goal, in whole or in part, must submit within the 14 days, documentation showing the steps taken to obtain DBE participation ("Good Faith Effort"). Such documentation is to be submitted directly to the Agent's Grant Administrator. The Agent's Grant Administrator will evaluate the contractor's documented efforts and will determine whether or not they constitute compliance with the contract DBE requirements and are acceptable. Should the bidder to whom the contract is conditionally awarded refuse, neglect or fail to meet the goals or furnish acceptable documentation, the bid bond filed with the bid may become the property of the State, not as a penalty, but as liquidated damages to the Agent. 6. Conditional Acceptance of Proposal. If the successful proposer for a federal-aid professional services contract is determined to be acceotable. the Agent will conditionally accent the proposal. The condition of the acceptance is that prior to the execution of a professional services contract, the proposer must furnish to the Agent names and addresses of the DBE subcontractors that are intended to be used, a description of the work each subcontractor is to perform, the dollar value of each proposed subcontract, and a tentative agreement for each DBE firm submitted, signed by an officer of the contractor and an officer of the proposed DBE firm. G-3 A professional service provider who does not meet the contract goal, in whole or in part, must submit prior to execution of the contract, documentation showing the good faith efforts made to meet the DBE goal. Such documentation is to be submitted directly to the Aviation Division. TxDOT's Aviation Division will evaluate the professional service provider's documented efforts and will determine whether or not they constitute compliance with the contract DBE requirements and are acceptable. If the Director of the Aviation Division determines that the professional service provider has failed to meet the good faith effort requirements, the professional service provider will be given an opportunity for reconsideration by the Director of the Construction Division. Should the professional service provider whose proposal has been conditionally accepted refused, neglect or fail to make a good faith effort to meet the goals or furnish acceptable documentation, the Agent may then conditionally accept the proposal ofthe second selected proposer. 7. Required Reporting of DBE Participation. The contractor shall submit on a monthly basis reports of DBE participation to meet the goal and for race-neutral DBE participation, and submit a final report on the completion ofthe project. Only actual payments made to DBEs are to be reported. Reports for race-neutral DBE participation on contracts with no DBE goal are required. 8. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the DBE requirements of this contract, the Agent may impose one or more of the following contract sanctions: a. cancellation, termination or suspension of the contract, in whole or in part, and/or b. withholding of payments to the contractor under the contract until the contractor complies, and/or c. other remedies as FAA or the Agent deems appropriate. G-4 ATTACHMENT H CHILD SUPPORT STATEMENT FOR NEGOTIATED CONTRACTS AND GRANTS TxDOT CSJ No. 0118ADDSN Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is eligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. List below the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25% ofthe business entity submitting the bid or application. 􀀧􀁾􀀢􀀢􀀭e.tr,;: 1/􀁃􀁾-S' 1,,2 -¥?-. -,(,'flf Section 231.006, Family Code, specifies that a child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to receive payments from state funds under a Agreement to provide property, materials, or services; or receive a statefunded grant or loan. A child support obligor or business entity ineligible to receive payments described above remains ineligible until all arreage have been paid or the obligor is in compliance with a written repayment Agreement or court order as to any existing delinquency. Except as provided by S"t;,:l 23 I.302 (d), Family Code, a social security number is confidential and may be disclosed only for the purposes of responding to a request for information from an agency operating under the provisions of Parts A and D ofTitle N of the federal Social Security Act (42 USC Section 601-617 and 651-669). GSD,10-95 H-l ____________________________________________________ _ 􀁾􀁾􀁾􀂮􀀠Public Works /Engineering 16801 Wes'grove • P.O. Box 9010 Addison, Texos 75001·9010 Telephone: [9721450·2871 • Fox: 19721450-2837 DATE JOaNa. ATTENTION Re GENTLEMAN: WE ARE SENDING YOU CJAttaChed D Under separate cover via ______the following items: D Shop Drawings D Copy of letter D Prints D Change order D Plans D Samples D SpeciflcatJonsD_________________ COPIES DATE NO. , DESCRIPTION I O./'tA 􀁾􀁁􀁾j Ji litVl ntJ A'JI h,,'V ( V (f i 􀁔􀁈􀁅􀁾􀁓􀁅ARE TRANSMITTED as checked below: D Fa proval D Approved as submitted D Resubmit _____ copies for approval or your use D Approved as noted D Submit copies for distribution D As requested D Returned for corrections D Return corrected prints D For review and comment D D FOR BIDS DUE __________ 19__ D PRINTS RETURNED AFTER LOAN TO US REMARKS _________________________________________________________________ COPYTO __􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾 􀀽􀀽􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭If enclosures are not as noted, pleas _____ __________________________ _ DATE I/-) -Itf---ol I JOBNa. !!!!!!!!!i!® ATTENTION RE: fL} .J I .s..-A4 A I II't'JdlJ-􀁻􀀮􀀮􀁊􀁾􀀠150 0015.-P 'S{-v,.L -(f Public Works /Engineering 16801 Weslgrove • P.O. Box 9010 Addison, Texas 75001-9010 Telephone: 19721 450-2871 • Fax: 19721 450-2837 􀁔􀁏􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀫􀁌􀁾􀁾􀁾􀁾􀁾􀀠􀀭􀀭􀁉􀀭􀀴􀀭􀀭􀀭􀂥􀁌􀁌􀀮􀀬􀀭􀀮􀀫􀀺􀁲􀀺􀁬􀁉􀁌􀀭􀀡􀀭􀀭􀀡􀀼􀀴� �􀁦􀁊􀁌􀁬􀀬􀀭􀀭􀀽􀁴􀀽􀀼􀀮􀁌􀁾􀁴􀁦􀀷􀀱􀀠GENTLEMAN: WE ARE SENDING YOU 􀁾􀁣􀁨􀁥􀁤􀀠o Under separate cover via ______the following items: o Shop Drawings o Prints o Plans 0 Samples 0 Specifications 0 _________________________o Copy of letter o Change order COPIES DATE NO. DESCj\IPTION Dn'q")'lQI") !l1 A-w:' -I-. t-'Cl. rh'40o..-h..eiA J4-q N 111M'1..J I 'I ...J THESE ARE TRANSMITTED as checked below: o For approval 0 Approved as submitted o Resubmit ____ copies for approval o For your use 0 Approved as noted o Submit copies for distribution j$(AS requested 0 Returned for corrections o Return corrected prints o For review and comment 0 o FOR BIDS DUE __________ 19____ o PRINTS RETURNED AFTER LOAN TO US COPY TO __________________ 􀁓􀁉􀁇􀁎􀁅􀁄􀀺􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀀭� �􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭If enclosures are not as noted, please I 􀁾􀀮􀁁􀀭Texas Department of Transportation AVIATION DIVISION 125 E, 11TH STREET' AUSTIN, TEXAS 78701-2483·5121416-4500 • FAX 5121416-4510 May 25, 2001 Mr_ Jim Pierce Asst. City Engineer, Town ofAddison 16801 Westgrove Drive Addison, Texas 75001 TxDOT CSJNo_: Fund Source: 01l8ADDSN 4002000006 Dear Mr_ Pierce: Enclosed are several documents that must be completed by the Town ofAddison in order to initiate the airport development project for the Addison Municipal Airport. Please review the instructions in this transmittal letter for completing the documents and return the documents not later than June 12, 2001 .. We are most pleased to provide any assistance possible to help complete this project in a timely manner. Enclosed are two copies ofthe Airport Project Participation Agreement (APP A) between the Town ofAddison, as airport sponsor, and the Texas Department ofTransportation, Aviation Division, as your agent for this project. We request that you proceed as expeditiously as possible to execute the Agreement and complete the certifications. It will be necessary for your attorney to endorse your acceptance of the Agreement to assure that it has been accepted in accordance with 10ca1laws. Both copies of the Agreement should have original signatures for acceptance. Please return both copies of the fully signed Agreements to the Aviation Division. We will return an executed copy to you for your records. Texas Department ofTransportation -Aviation Division 125 E. lith St. Austin, Texas 78701-2483. The sponsor's share of the negotiated planning project costs is $32,000, Please remit payment to the address as follows by June 12, 2001: Texas Department ofTransportation Attn.: Diana Ruiz P.O. Box 5020 Austin, Texas 78763. An Equal Opportunity Employer Mr, TIIll Pierce May2S, 2001 Page Two Ifyou have questions concerning the enclosed documents, please contact Allison Martin at 1-800-687-4568, The Texas Department ofTransportation looks forward to working with you on this important project for your community, Respectfully, David S, Fulton Director cc: Mr. Jay R. Nelson am , . I Texas Department of Transportation AVIATION DIVISION 125 E. 11TH STREET. AUSTIN. TEXAS 78701-2483 • 5121416-4500 • FAX 5121416-4510 June 22, 2001 Mr. Jim Pierce Asst. City Engineer Town ofAddison POBox 9010 Addison, Texas 75001-9010 RE: TxDOTNumber: 0118ADDSN Dear Mr. Pierce: We are pleased to return to you the completed Airport Project Participation Agreement between the Town ofAddison and the Texas Department ofTransportation. For this project, the assigned Grant Manager is Anna Saldana; she will handle the execution ofthe contracts involved for the project. The assigned Project Manager is Bruce Ehly; he will handle all technical and management aspects ofthe airport planning project. You may contact either for assistance, as you need. We look forward to the successful completion ofthis important project. Please call me ifyou have any questions at 512-416-4512 or 1-800-687-4568 (800-68-PILOT). Allison Martin Grant Manager cc: Bruce Ehly Ben Guttery, FAA TxADO -. An Equal Opportunity Employer .TEXAS DEPARTMENT OF TRANSPORTATION -..,.AIRPORT PROJECT PARTICIPATION AGREEMENT (Federally Assisted Airport Development Grant) TxDOT Contract No.: 1XXF A031 TxDOT CSJNo.:0118ADDSN TxDOT Project No.:AP ADDISON 2 Part I -Identification of the Project TO: The Town ofAddison, Texas FROM: The State ofTexas, acting through the Texas Department ofTransportation This Agreement is made and entered into by and between the Texas Department of Transportation, (hereinafter referred to as the "State"), for and on behalf of the State _of Texas, and the Town ofAddison, Texas, (hereinafter referred to as the "Sponsor"), under the authority granted and in compliance with the provisions of Title 49 United States Code, Section 47101 et seq., and under V.T.CA Transportation Code, Title 3, Chapters 21-22, et seq. (Vernon and Vernon Supp). The project is descnbed as follows: a Federal Airport Regulation Part 150 Noise Compatibility Study at the Addison Municipal Airport. The Sponsor applies for federal financial assistance and desires the State to act as the Sponsor's agent in matters connected with the project described above. The parties, by this Agreement, do fix their respective responsibilities, with reference to each other, with reference to the accomplishment of the project and with reference to the United States. Pursuant to and for the purpose of carrying out the provisions of Title 49 U.S.C., and in consideration of (a) the Sponsor's adoption and ratification of the representations and assurances contained in the Airport Project Participation Agreement and its acceptance of this Offer as provided, and (b) the benefits to accrue to the United States and the public from the accomplishment ofthe project and compliance with the "assurances and conditions provided, THE TEXAS DEPARTMENT OF TRANSPORTATION, FOR AND ON BEHALF OF THE UNITED STATES, FEDERAL AVIATION ADMINISTRATION. (HEREINAFTER REFERRED TO AS THE "FAA"). OFFERS AND AGREES to pay, as the United States share of the allowable costs incurred in accomplishing the project, ninety percentum of all allowable project costs. This grant is made on and subject to the following terms and conditions: '. ..>.' Page 1 of 24 .,, : Part II -Offer ofFinancial Assistance L The allowable costs ofthe project shall not include any costs detennined by the State to be ineligible for consideration as to allowability under Title 49 U.S. C., the V.T.C.A. Transportation Code, Title 3, Chapters 21-22, et seq., (Vernon and Vernon Supp), and the Airport Zoning Act, Tex. Loc. Govt. Code Ann. §§ 241.001 et seq. (Vernon and Vernon Supp). . . /2. It is estimated that planning project costs will be approximately $320,000.00 (Amount A). It is further estimated that approximately $320,000.00 (Amount B) of the project costs will be eligible for federal financial assistance, and that federal financial assistance will be for ninety percent (90%) of the eligible project costs. Final determination of federal eligibility oftotal project costs will be detennined by the State in accordance with federal guidelines following completion ofproject. In the event that federal funds are unavailable, this Agreement shall automatically be voided and become of no force and effect, except that unexpended or unencumbered moneys actually deposited by the Sponsor and held with the State for project purposes shall be returned to the Sponsor. 3. The maximum obligation $288,000.00 (Amount C). of the United States payable under this offer shall be This grant should not be construed as block grant funds for the Sponsor, but as a grant for funding ofthe scope items as listed on page one ofthis agreement. It is the intent ofthe State to provide funding to complete the approved work items of this grant and not to amend the scope of work to include items outside ofthe current determined needs ofthis project. Scope of work may be amended as necessary to fulfill the unforeseen needs of this specific development project within the spirit of the approved scope, subject to the availability ofstate, federal, and! or local funds. 4. It is estimated that the Sponsors share of the total project costs will be $32,000.00 (Amount D). The Sponsor specifically agrees that it shall pay any project project costs, which exceed the sum ofthe federal share (Amount C). It is further agreed that the SponSQr will reimburse the State for any payment or payments made by the State in behalf ofthe Sponsor which are in excess ofthe federal percentage of financial participation as stated in Part II-2. The State shall refund to the SponSor, at the financial closure ofthe project, any excess funds provided by the Sponsor. 5. '. It is mutually understood and agreed that if; during the life of the project, the State determines that the grant amount exceeds the expected needs ofthe sponsor by $5,000 or five (5%) percent, whichever is greater, the grant amount can be unilaterally reduced by letter from the State advising of the budget change and a refund of the sponsor share of the reduction will be done. Conversely, ifthere is an overrun in the eligible project costs, the State may increase the grant to cover the amount of overrun not to exceed the Page 2 of 24 -r;;A IOnI0 tJ//" .,.,. statutory fifteen (15%) percent limitation, and will advise the Sponsor by letter of the increase. Upon receipt of the aforementioned letter, the maximum obligation of the United States is adjusted to the amount specified and the Sponsor will remit their share of the increased grant amount Participation in additional federally eligible costa may require approval by the Texas Transportation Commission. The State will not authorize expenditures in excess of the . dollar amounts identified in this Agreement and any amendments, without the consent of the Sponsor. Payment of the United States share of the allowable project costs. will be made· in accordance with the provisions of such regulations and procedures as the State and the FAA, shall prescribe. Final determination of the United States share will be based upon the final audit of the total amount of allowable project costs and settlement will be made for any upward or downward adjustments to the Federal share of costs. 6. Sponsor's share ofproject costs (Amount D) shall be paid initially in cash when requested by the State. At project closeout, Sponsor will be reimbursed for any credited amounts that exceed Sponsor's share. 7. Sponsor, by executing this Agreement certifies, and upon request, shall furnish proof to the State that it has sufficient funds to meet its share ofthe costs. The Sponsor grants to the State and federal governrnent the right, upon advance written request during reasonable and regular business hours, to audit any books and records of the Sponsor to verifY said funds. In addition, the Sponsor shall disclose the source of all funds for the project and its ability to finance and operate the project. Following the execution of this Agreement and upon written demand by the State, the Sponsor's financial obligation (Amount D) shall be due and payable to the State. State may request the Sponsor's financial obligation in partial payments. Should the Sponsor fail to pay the obligation, either in whole or in part, within 30 days of written demand, the State may exercise its rights under Part V-7. Likewise, should the State be unwilling or unable to pay its obligation in a timely manner, the failure to pay shall be considered a breach and the Sponsor may exercise any rights and remedies it has at law or equity. Expenditures for eligible project costs for the above project made by the State or the Sponsor prior to the. award ofa federal grant for the project, and prior to actual receipt of the authority to expend federal grant funds, shall be made from Sponsor funds. PART m -Sponsor Responsibilities 1. In accepting the Agreement, the Sponsor guarantees that: '. a. it will comply with the Attachment A, Certification of Airport Fund, attached and made a part ofthis Agreement; and Page 3 of 24 b. it will comply with the Attachment B, Certification of Project Fund, attached and made a part of this Agreement; and c. it will comply with the Attachment C, Airport Assurances (9/99)(State Modified 9/99), attached and made a part ofthis Agreement; and d. it will, in the operation of the facility, comply with all applicable state and federal laws, rules, regulations, procedures, covenants ·and assurances required by the State ofTexas or the FAA in connection with the fedeml grant; and' . e. .. the Airport or navigational facility which is the subject of tills Agreement shall be controlled for a period of at least 20 years, and improvements made or acquired under this project shall be operated, repaired and maintained in a safe and serviceable manner for the useful life of said improvements, not to exceed 20 years; and f. consistent with safety and security requirements, it shall make the airport or air . navigational facility available to all types, kinds and classes of aeronautical use without unjust discrimination betWeen such types, kinds and classes and shall provide adequate public access during the term ofthis Agreement; and g. it shall not grant or permit anyone to exercise an exclusive right for the conduct of aeronautical activity on or about an airport landing area. Aeronautical activities include, but are not limited to scheduled airline flights, charter flights, flight instruction, aircraft sales, rental and repair, sale ofaviation petroleum products and aerial applications. The landing area consists of runways or landing strips, taxiways, parking aprons, roads, airport lighting and navigational aids; and h. it shall not permit non-aeronautical use of airport facilities, unless noted on an approved Airport Layout Plan, without prior approval ofthe StateIFAA; and i. it shall not enter into any agreement nor permit any aircraft to gain direct ground access to the Sponsor's airport from private property adjacent to or in the immediate area of the airport. Further, Sponsor shall not allow aircraft direct ground access to private property. Sponsor shall be subject to this prohibition, commonly known as a "through-the-fence opemtion," unless an exception is granted in writing by the State due to extreme circumstances; and j. it will acquire all property interests identified as needed for the purposes of this project and comply with all applicable state and federal laws, rules, regulations, procedures, covenants and assurances required by the State of Texas or the FAA in connection with the federal grant in the acquisition of such property interests; and that airport property identified within the scope of this project and Attorney's Certificate of Airport Property Interests shall be pledged to airport use and shall not be removed from such use without prior written approval ofthe State; and '. k the Sponsor shall submit to the State annual statements of airport revenues and expenses as requested; and Page 4 of 24 I. all fees collected for the use of an airport or navigational facility constructed with funds provided under the program shall be reasonable and nondiscriminatory. The proceeds of such fees shall be used solely for the development, operation and maintenance of the Sponsor's system of airport(s) or navigational facility(ifes). Sponsor shall not be required to pledge income received from the mineral estate to airport use unless state andlor federal funds were used to acquire the mineral estate ofairport lands or any interests therein; and m. an Airport Fund shan be established by resolution, order or ordinance in the treasury of the Sponsor, or evidence of the prior creation' of an existing airport fund or a properly executed copy of the resolution, order, or ordinance creating such a fund shall be submitted to the State. Such fund may be an account within another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discernible from from other types of moneys identified in the fund as a whole. AlI fees, charges, rents, and money from any source derived from airport operations must be deposited in said Airport Fund and shall not be diverted to the general revenue fund or any other revenue fund of the Sponsor. AlI expenditures from the Airport Fund shall be solely for airport or airport system purposes. Sponsor shall be ineligible for a subsequent grant or loan by the State unless, prior to such subsequent approval of a grant or loan, Sponsor.has complied with the requirements of this subparagraph; and n. the Sponsor shall operate runway lighting at least at low intensity from sunset to sunrise; and o. insofar as it is reasonable and within its power, Sponsor shall adopt and enforce zoning regulations to restrict the height ofstructures and use of land adjacent to or in the immediate vicinity of the airport to heights and activities compatible with normal airport operations as provided in Tex. Loc. Govt. Code Ann. §§ 241.001 et seq. (Vernon and Vernon Supp.). Sponsor shall also acquire and retain aviation easements or other property interests in or rights to use ofland or airspace, unless Sponsor can show that acquisition and retention of such interests will be impractical or will result in undue hardship to Sponsor. Sponsor shall be ineligible for a subsequent grant or loan by the State unless Sponsor has, prior to such subsequent approval of a grant or loan, adopted and passed an airport hazard zoning ordinance or order approved by the State; and p. it will provide upon request of the State, the engineering or. planning cOnsultant, and the FAA copies of any maps, plans, or reports of the project site, applicable to or affecting the above project; and q. after reasonable notice, it will permit the State, the FAA, and any consultants and contractors associated with this project, access to the project site, and will obtain permission for the State, the FAA, and consultants and contractors associated with '. this project, to enter private property for purposes necessary to this project; and PageS of 24 r. all development of an airport constructed with program funds shall be consistent with the Airport Layout Plan approved by the State and maintained by the Sponsor. A. reproducible copy of such plan, aiid all subsequent modifications, shall be filed with the State fur approval; and s. it shall take all steps, including litigation if necessary, to recover funds spent fraudulently, wastefully, or in violation of Federal antitrust statutes, or misused in any other manner in any project upon which Federal and State funds have been . expended. For the purposes of this grant agreement, the term "funds" means funds, however used or disbursed by the Sponsor or Agent that were· originally paid pursuant to this or any other grant agreement. It shall obtain the approval of the State as to any determination of the amount of such funds. It shall return the recovered share, including funds recovered by settlement, order or judgment, to the State. It shall furnish to the State,upon request, all documents and records pertaining to the determination of the amount of the funds or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All settlements or other final positions of the Sponsor, in court or otherwise, involving the recovery ofsuch funds shall be approved in advance by the State. 2. The Sponsor certifies to the State that it will have acquired clear title in fee simple to all property upon which construction work is to be perfurmed, or have acquired a leasehold on such property for a term of not less than 20 years, prior to the advertisement fur bids fur such construction or procurement of facilities that are part of the above project, and within the time frame of the project, a sufficient interest (easement or otherwise) in any other property which may be affected by the project. 3. The Sponsor, to the extent of its legal authority to do so, shall save harmless the State, the State's agents, employees or contractors from all claims and liability due to activities ofthe Sponsor, the the Sponsor's agents or employees performed under this agreement. The Sponsor, to the extent of its legal authority to do so, shall also save harmless the State, the State's agents, employees or contractors from any and all expenses, including attorney fees which might be incurred by the State in litigation or otherwise resisting the claim or liabilities which might be imposed on the State as the result of such activities by the Sponsor, the Sponsor's agents or employees. 4. The Sponsor's acceptance of this Offer and ratification and adoption of the Agreement incorporated shall be evidenced by execution of this instrument by the Sponsor, and the Agreement shall comprise a contract, constituting the obligations and rights of the State of Texas and the Sponsor with respect to the accomplishment of the proj ect and the operation and maintenance of the airport. Such Agreement shall become effective upon execution ofthis instrument and shall remain in full force and effect for a period of at least 20 years. 5. Sponsor agrees to provide a suitable location for pre-bid and fur pre-construction conferences, and fur the submission and opening ofconstruction bids. '. 6. The Sponsor and not the State shall, for all purposes, be the "Sponsor" of the project identified above as defined in Title 49 U.S.C. Sponsor agrees to assume responsibility for .:-' Page 6 of 24 ·. operation of the facility in compliance with all applicable state and federal requirements including any statutes, rules, regulations, assurances, procedures or any other directives before, during and after the completion of this project. 7. The Sponsor shall have on file with the State a current and approved Attorney's Certificate ofAirport Property Interests and Exhibit A property map. 8. The Sponsor shall have on file With the State, Attachment D, Certification Regarding Drug-Free Workplace Requirements, attached and made part ofthis agreement. 9. Unless otherwise approved by the State, .the Sponsor will not acquire or permit any contractor or subcontractor to acquire any steel or manufactured products produced outside the United States to be used for any project for airport development or noise compatibility for which funds are provided under this grant. The sponsor will include in every contract a provision implementing this special condition. Part lV-Nomination of the Agent 1. The Sponsor designates the State as the party to apply for, receive and disburse all funds used, or to be used, in payment pfthe costs ofthe project, or in reimbursement to either of the parties for costs incurred. 2. The State agrees to assume the responsibility to assure that all aspects of the grant are done in compliance with all applicable state and federal requirements including any statutes, rules, regulations, assurances, procedures or any other directives, except as otherwise specifically provided. 3. The State shall, for all purposes in connection with the project identified above, be the Agent of the Sponsor. The Sponsor grants the State a power of attorney to act as its agent to perform the following services: Receiving Disbursing Agent: a. . apply for, accept, receive, and deposit with the State Treasury any and all project funds granted, allowed, and paid or made available by the State andlor the United States under Title 49 U.S.C. and congressional appropriation; b. receive, review, approve and process Sponsor's reimbursement requests for approved project costs; and c. pay to the Sponsor, from granted funds, the portion of any approved reasonable and eligible project costs incurred by the Sponsor that are in excess of the Sponsor's share . .,Paying Agent: d. receive, review, approve and pay invoices and payment requests for services and materials supplied in accordance with State executed contracts; ., Page 7 of 24 Contracting Agent: e, advertise for professional engineering andlor planning services for, but not limited to, the preparation of planning studies, plans and specifications for the above project and for the management of the construction of the above project; certify consultant selection procedures; provide notification of contract award for professional services; and negotiate professional services fees; and execute, on behalfofthe Sponsor, a professional services agreement as related to this project; f. administer Disadvantage Business Enterprises (DBE) andlor Historically Underutilized Business (HUB) Programs in accordance With federal and state regulations, Contract Management Agent: g, exercise such supervision and direction ofthe project work as the State reasonably finds appropriate. Where there is an irreconcilable conflict or difl'erence-of opinion, judgment, order or direction between the State and the Sponsor, any engineer, contractor, or materialman, the State shall issue a written order, which shall prevail and be controlling; h. coordinate and review project plans, specifications and construction; coordinate and conduct progress an!! final inspections. PART V -Recitals 1. The State and the Sponsor shall obtain an audit as required by federal or state regulations. 2, The Sponsor, and not the State, shall be, the contractual party to all construction and professional service contracts entered into for the accomplishment of this project. The power of attorney, as granted by the Sponsor to the State in Part IV -Nomination of Agent, is a limited power to perform acts in connection with airport improvements as specified in or necessitated by this Agreement. 3. The Sponsor agrees to pursue and enforce contract items, which are required by federal andlor state regulations, laws and orders to insure satisfactory performance of contract vendors. Such items include, but are not limited to, bid bonds, payment bonds, and performance bonds. Pursuit and enforcement of contract items may require litigation and other remedies oflaw . .,4. The United States and the State of Texas shall not be responsible or liable for damage to property or injury to persons which may arise from, or be incidental to, compliance with this grant agreement. Page 8 of 24 , . '. 5. This Agreement is executed for the sole benefit of the contracting parties and is not intended or executed for the direct or incidental benefit of any third party. Furthermore, the State shall not be a party to any other contract or commitment, which the Sponsor may enter into or assume, or have entered into or have assumed, in regard to the above project 6. If the Sponsor fails to comply with the conditions of the grant, the State may, by written notice to the Sponsor, suspend the grant in whole or in part. The notice of suspension shiill contain the following: a. The reasons for the suspension and the corrective action necessary to lift the suspension; b. A date by which the corrective action must be taken; c. Notification that consideration will be given to terminating the grant after the corrective action date. In the case of suspension or termination, the Sponsor may request the State to reconsider the suspension or termination. Such request for reconsideration shall be made within 45 days after receipt ofthe notice ofsuspension or termination. 7. This Agreement is subject to the applicable provisions of Title 49 U.S.C., the V.T.CA Transpor1;ation Code, Title 3, Chapters 21-22, et seq., (Vernon and Vernon Supp.), and the Airport Zoning Act, Tex. Loc. Govt Code Ann. §§ 241.001 et seq. (Vernon and Vernon Supp.). Failure to comply with the terms of this Agreement or with the rules and statutes shall be considered a breach ofthis contract and will allow the State to pursue the remedies for breach as stated below. a. Ofprimary importance to the State is compliance with the terms and conditions of this Agreement. :u; however, after all reasonable attempts to require compliance have failed, the State finds that Sponsor is unwilling andlor unable to comply with any ofthe terms and conditions ofthis Agreement, the State may pursue any of the following remedies: (1) require a refund of any money expended pursuant to the Agreement, (2) deny Sponsor's future requests for aid, (3) request the Attorney General to bring suit seeking reimbursement ofany money expended on the project pursuant to the Agreement, provided however, these remedies shall not limit the State's authority to enrorce its rules, regulations or orders as otherwise provided by law, (4) declare this Agreement null and void, or (5) any other remedy· available at law or in equity. b. Venue for resolution by a court of competent jurisdiction of any dispute arising under the terms of this Agreement, or for enrofcement of any of the provisions of this Agreement, is specifically set by Agreement of the parties in Travis County, Texas. 8. The State reserves the right to amend Of withdraw this Agreement at any time prior to ,.'" Page 9 of 24 acceptance by the Sponsor. The acceptance period cannot be greater than 30 days after issuance unless extended by the State, which extension shall not be unreasonably be denied or delayed. 9. This Agreement constitutes the full and total understanding of the parties concerning their rights and responsibilities in regard to this project and shall not be modified, amended, . .rescinded. or revoked unless such modification, amendment, rescission or' revocation is agreed to by both parties in writing and executed by both parties. 10. All commitments by the Sponsor and the State are subject to constitutional and statutory limitations and restrictions hinding upon the Sponsor and the State Tmcluding §§ 5 and 7 ofArticle 11 ofthe Texas Constitution, ifapplicable) and to the availability offunds which lawfully may be applied. 11. The Sponsor's acceptance of this Agreement and ratification and adoption of the Airport Project Participation Agreement shall be evidenced by execution of this instrument by the Sponsor. This Offer and Acceptance shall comprise a Grant Agreement, as provided by the Title 49 U.S.C., constituting the contractual obligations and rights of the United States, the State of Texas and the Sponsor with respect to the accomplishment of the Project and compliance with the assurances and conditions as provided. The Grant Agreement shall become effective upon the State's written Notice to Proceed issued following execution ofthis 􀁡􀁧􀁲􀁥􀁾􀁭􀁥􀁮􀁴􀀮􀀠'. Page 10 of 24 ... Part VI -Acceptance of the Sponsor The Town of Addison, Texas, does ratify and adopt all statements, representations, warranties, covenants and agreements constituting the described project and incorporated materials referred to in the Agreement, and does accept the Offer, and agrees to alJ of the terms and conditions ofthe Agreement. Executed this 􀁟􀀭􀀬􀁬􀀭􀀬􀁾􀀬􀀬􀀭􀀧􀁒􀁴􀀭__ · __ day of _---''''....\1..'\..<;.\.l::N'-'E.==-___"2001. The Town ofAddison. Texas Sponsor .. t<. 􀁬􀀬􀁾􀁜􀀻􀁕􀁣􀁾Witness Signature Signature . Witness Title is in accordance with the laws ofthe State ofTexa5. Dated at 􀁾􀁌􀁁􀁁􀀴􀀠,Texas, this _'->-'itnessz;;;;:. , ! /Certificate of Sponsor's 􀁁􀁴􀁴􀁯􀁲􀁾tv ....-/-􀁾􀀠1, 􀁊􀁾N rvJli e􀀨􀁊􀁾ltingas attorney 􀁦􀁯􀁾􀁾􀁴􀀰d􀁾􀀠, Texas, do certify that I have fully exKmmtd the Agreement and the proceedings taken by the Sponsor, and find that the manner ofacceptance and execution, ofthe Agreement by the Sponsor, 'kt. . V/:.5 􀁾􀀠Witness Title .. Page 11 of 24 : ' '.. Part vn -Acceptance of the State Executed by and approved fur the Texas Transportation Commission for the purpose and effect of activating andlor carrying out the orders, established policies or work programs and -grants heretofore approved and authorized by the Texas Transportation Commission. STATE OF TEXAS ,-..J,nXAS DEPARTMENT OF TRANSPORTATION David S. Fulton, Director Aviation Division Texas Department of Transportation '. '. ' ATTACHMENT A CERTIFICATION OF AIRPORT FUND The Sponsor does certify that an Airport Fund has been established for the Sponsor, and that all fees, charges, rents, and money from any source derived from airport operations will be deposited for the benefit of the Airport Fund and will not be diverted for other general revenue fum! expenditures or any other special fund ofthe Sponsor and that all expenditures from the Fund will be solely for airport purposes. Such fund may be an account as part ofanother fund, but must be accounted for in'such a manner that all revenues, expenses, retained earnings, and balances iti the account are discernible from other types ofmoneys identified in the fund as a whole. The Town ofAddison. Texas (Sponsor) c::: __ By: , . 􀁔􀁩􀁴􀁬􀁥􀀺􀁾􀀠C \ b:J tnt{ tlA..j -e t Date: ,1u,,1(:::: 13) 200 I '. Page 13 of 24 ATTACHMENT B CERTIFICATION OF PROJECT FUNDS TxDOT Contract No.: lXXFA03l TxDOT CSJNo.: O1l8ADDSN The Sponsor does certifY that sufficient funds to meet the Sponsor's share of project costs as identified in the Airport Project Participation Agreement for said project will be available in accordance with the schedule shown below: ",;, SPONSOR FUNDS Source Amount Date Available AIrp§c+ bm􀁤􀀭􀀬􀀭􀁟􀁾􀁟􀀧􀀳􀁾􀀲􀁾􀁽􀁯􀀽􀁯􀀽􀁯􀁾__􀁅􀀮􀁜􀀮􀀮􀀡􀀮􀁲􀀮􀀽􀁾􀀮􀁡􀀮􀁐􀁮􀀡􀀮􀁊􀀮􀀫􀀬􀀭􀀬􀀺􀁬􀁪􀀺􀁔􀀭􀀧􀀭􀁁􀀡􀀮􀀡􀀮􀁶􀀮􀀮􀀮􀀻􀀮􀁴􀁬􀀮􀀺􀀮􀀮􀀺􀁤􀀮􀀮􀀺􀀺􀀻􀁣􀁴􀁢􀀽􀀭􀁉􀁟􀀭􀁥􀀮􀀺􀀮The Sponsor, has caused this to be duly executed in its name, this l'a􀁾􀁡􀁹of \ ) \J Y1 e4 ___,2001. The Town ofAddison. Texas (Sponsor) " .:.J Page 14 of 24 ATIACHMENTC PART V ASSURANCES Airport Sponsors A. GeneraL 1. These assurances shall be complied with in the perfonnance ofgrant agreements for airport development. airport planning. and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part ofthe projectAirport Project Participation Agreement (hereinafter tde:rredto as 􀀢􀁁􀁐􀁐􀁁􀁾by sponsors requesting funds undeTthe provisions ofTitle 49. U.S.C .• subtitle VII, 􀁡􀁳􀁡􀁭􀁾􀁤􀁥􀁤􀀮􀀠k used herein" the term "public agency sponsor" toeaos apublic agency with control ofa public-use airport; the term "piivatc sporuor'" mea.rw a private OWIl¢t'ofapubfio-use airport; and thetmn "sponsor'" includes bothpublic agency spoNOfS and private sponsors. 3. Upon_lance oflb. grant olfer by1he sponsor. lb"" assu""""" ore incoq><>ratod m and become pmof1he gnmIag«ement. II. Duratlon ...d AppUcabillty. 1. Airport development or Noise CompatlbWty Prognnn Projects Undertaken by a Publk Agency Spomor. The 􀁾􀀠conditions and lISSUIiInces oflb. gnmI agreemeot shall remain mfull f""", and em.:tthroughout 1he usefullifi: oflb. !iu:t1i!i", developed or equipment WjUired for an airport development or noiso compatibility program project. or throughout lb. useful life ofthe project items installed within a facility under a noise compa1toility program proje«, but in any event nol to exeecd twenty (20) year.; from lb. date of_tance ofa gnmI oBi:< ofFederal funds for1he project. Howev". _ shall be JlO timlt on1he duration oflb. assu"""", regarm=Iy known .. Seetion 4(f) m. Reluobilitalion Act of 1973-29 U.S.c. 794. n. Civilllights Ad. ofl964. Title VI· 42 U.S.C. 2000d through d4. 0. Age Discrimination hi ofl97S ·42 U.S.C. 6101, Slm· p. American lruIian ReligiousFrrds pro",i"", applicable to COrds provisions applicable to non-oons1tuction conltacts $Ubjec:t to II.i Contw:t Woric H.urs a.nd Safety Standards Aot),' . g. 41 CPRPart 60 -Office ofFederal Contract Compliance Programs, Equal Employment Opportunity, Depattmeot ofLabor _ (Federal a.nd f_y assisftd conlnlaIIon as may be rcquired. Sponsor Fund AvallabWty, It has sufficientfunds available for that portion ofthe prqjectcosts whiel"'", not to be paid by the United Stales, Itas sufficientfunds .wilable to IISSUIO OperatiOll and main_ ofitemsfunded _the grant agreement which it will own er COIIItoL 4. Good TIU.. a. 14'public agency or the Fed"",l government, holds good title, satisf.-y to the Secretary, to lite landing""" of the 􀀮􀁾􀁲􀁴or site thereof, erwill give ....rance "-rytothe secretarythat good title will be acquired. b, ForooUe rompalibility program projectsw be carried out on lite properly ofth ..ponsor, it holds good lilIe satisfactoryto the Secretaryto that portion oflhe property upon which Fedesalfunds wiU be expended or will giVll ....,.."to lite Secretary that good title will be obtained. 5. Preservin, Rights and Powers. '. a. Itwill nottakc or pC1"mit any action "wuch would operate to deprive it ofuy ofthe rights and powers necessary to perlbnn any or all oClIte tmns, conditions, and llSSUf3IlCeS in the 􀁧􀁲􀁡􀁮􀁴􀀮􀁾withoutlite written approval oC the Secretary, and win act promptly to acquin>, eatingoish ormot the property owner whenever there is substantial non-compliance 􀁷􀁩􀁴􀁨􀁾􀁴􀁨􀁥􀁕􀀺􀁲􀁭􀁳of the agreement. . , . . e. Ifthe sponsor is a private sponsor. it will take steps satisfadoIy'" the SecreWy'" _thatth. aisport will lXlotinue to function as .. pubUc-use aUport in accordance with these assurances lbrtbc duration ofthc:se IS5lIWlCes. f Ifan ammgement is made for rnanagemenland operation .fthe aisport by any agency or penon otherthan the sponsor or an employ..nfthe 'l"'n"",the SPO""'" will,....,.,. r.ulIicient rlgbt> and authority to _thatthe airport will be operated and maintained in........un..Title 49. United SUItes Code, Ute regulations and the tams, conditions and assurances in the grant agreement and shall instlrc that such arrangement also R\qUin:s. oomp1iance th......;!h. •• Co..w.ocywlth Lot:Y. ccrilli'Vl'd prognunlWTllllvc contained in the project APPA or with the modificatiotl$ _Iyapprcvcd b. It will furnish the Sn by the pobllc, and _thatno material prepared with funds under this project sbaIt be subject to copyright in the United States "rany other _nlty. •• It will gi ..the S"""'IalyUJltOStrietcd.ulherityto publish, disclose, distribute, and otherwise .... any ofthe material prepared in connection with this: grant. ! It will grant the S....wy !he right to disapprovo the sponsors employmerd of speeific consultants and their ""_to do all or any part ofthis project as well as the right to disapprove the prcposcd aeope and cost of prd'essional servj.... g. It will f)mlt the S....wy the right to disapprove !he usc of!he _or; employees to do all or any part nf the project. h. It und_ and agrort, otherthan facililics owned or oootroited by !he United Slat<:s, sbaIl be operated at all times in a safe and serviceabl. condition and in """"_with the minimum.s!andards as may be required or 􀁰􀁾by applicable Federal. state and_ q:eocles for maintenance and operation. It will not cause or pcnnit any activity or won thereon v.hich would in!crlbre with .....fur airport pwposcs. It will suitably operato and maintain !he airport and all Jaciliti..thereon or connee!ed therewith, with due ",gard to elimatlc and Jlond condid_ Anyproposa1 to tiog airmen nf any conditionaffeding aeronautical usc ofthe airport. Nothing contained herein sbaIt be oonatnJcd to rcquu. that theairportbe operaIsd tor _ usc during temporvy periods when mow. flood orother e1i.mati:e conditions inted"ere with 􀁳􀁵􀁾operation and ma.in:tenance. Further. nothing heretn shall I»construed as requiring the fMiotenance. repair, restoration, or replacement ofany b, strue1ure or facility which is substantially damagcd or dcsIroycd doe to on act orand or other condilion 01' cin.-umstancc beyond the control ofthe sponsor. Itwill suitably operato and_innoise compatibiUty prcgnun items that it0_ or "",trois .pon which Federal ., funds have hem expended 20. Haxard Removal and Mitigation. It will take appropriato actio. to ......thatsucb t MUch mak" ,imilaruse ofsuch airport and utilize similarfacilities, lIll!ied to reasonable c:lassifications such astenants or I101ltenants and signatory c:anietll and nonsign.atory c:anien.. CJassific.ation or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations sub!'atmtia.lJy similar to those alreadyimposed on. air carrienI: in such classifieation or slalUs, f It will nutexm:isc or gran1 any rigbt or privilegc MUch openles to I""wntanypenon, fum, OI'cotpOrallon ope oflhis pangrapb. !he providing .f!he services at an airport by. ringI" fix«!. based operalor shall nol be conffi, and _y.fcoUec:tlotL No part .flb. FedcmI s!w< ofan aiIport dcvclopmeot, airport planning or "';sc compatibility P"lied fur _.grant is mad, underT'rtlc49. UnlIcd states Code.Ib" Ahportand AirwtIy Improvement M of 1982. !h" Fcdernl Airport M or !he Alrportand Airway !)ev"lopm will be imposed forviolation ofthis ISSUcmlCC in accordance with the provisions ofSection 41107 of Title 49. United States Code. 16. Reporis and inspections. nwill: a. submit 10 the Secretary IUch atUlua! or special financial and operations reports as the Secrttary may reasonably request and make such reports available 10 the publiC) make available to the publio.at reasonable times and 􀁰􀁬􀁾a report ofthe aitport budget in a fonnat 􀁾􀁢􀁥􀁤by the Secrcfaly; . b. ror aitport development projects, make the aitport and all aitport recotds and documents alfecting the airjIort, ineluding deeds, I...... opern;ion and "'" agreements, regulations and cther --Is,available for Wpedion by any duly authorized agent ofthe Secretuy upen """onoble mjUeoI; c. for noise ml',libility program proj""" _ records and documents relating to the project and continued ""'"Pliance with the t.nns. conditions, and ...",..,.. cfthe gr.nt agreement including deeds, !oases, agreemenls, regulations, and cther instrumeots, available for Wpedion by any duly au1horized agent of the S....wy upen reasonable mjUeoI; and d. in a fonnat and thnc 􀁾􀁢􀁥􀁤by the Secretary, pl'O\'!de to the Secretuy and _ available to the pubUc following each ofits Ii=!􀁾an annual reporllisting in detail: (l) aU amounts paid by the aitport to any otherunil cfgovernment and the purpcsa for wblch each such I")'!!ICO' was made; and (ill all scrvi= and properly provided bylhc aitportto ether units ofgovernment and the am_' of compensation received for provision ofeachsuch 􀁾􀁣􀁥􀀬and prcpmy. 17. U..by GcvemmenlAln:raft. It willmake.va.ilable all ofthefuciUflco ofthe aitport dcvelopedwith Federallinattcial assistance and a111h= usable for landing and _ofain:raft to the UniU:d Slates for use by Govemmcot aircraft in common with other ain:raft at all tim..witbuut clwge, except, ifth. use by Government ._isaubstantial, cbargo may be made for a reasonable obare, proportional to such ..,.. for the cost ofoperating and maintaining the liIciliti.. uaed. unless cthctwiae ddcrmined by the &:.:rcfary, or otherwise agreed to by the spenser and the using agency, substantial use cfan aitport by Oovernnwnt aircraft. will be eonsidered to exiit when operations orIUch aira:af\ arc in cxoess ofthosc wbicb, in the opinWn of the Secretary, would unduly interfue with use ofthe landing or... by etherautbucizod air<:rafI; or during any calendar month that. &. Five (') or more Govmunent ai.ret:a.ft are regularly based at the airport or on 1aDd adjacent thereto; or b. Tbctotal numberofmovemeots (counting: each laitding as a movement) ofGovemmeot aircraft is 300 or 􀁾or the gross accumulative weight ofGovmunent aircraft usingtbe airport(the total mov=ent ofOovemmem aireraft. multiplied by grosg 􀁾􀁴􀁳ofli'Uch aircraft} 11; in. excess of.five million pounds. 18. Land Ccr Foderal Fadllll ... nwillfornish witheut co" to Ibe Fed"'" Govcmrnmt li>ruse in connection with any alr_ control or air navigation activities, or weather-rcporting and communiea.tion activities related to a.ir1ni.ffic control. any areas of land 􀁯􀁲􀁷􀁡􀁗􀁾0[' estate therein. «rights in buildings ofthc sponsor as the Secretary oomiders ncees.sary or desirable for construction, cpernticn, and ma.inIeoanoe at Federale_ ofspaco or liIciliti", for.sud> purposes. Such ...... or any portion thereofwill be made .vailabl...provided herein wilhinrour m ___ipl ofa _request_the S....wy. 19. AIrport Layout Plan. a. Itwill keep up to date at all tim..an aitport layout plan ofthe aitport shewing (1) boundaries ofthe aitporland all propcoed additions thereto, tog_with tho boundari..ofall cll$ito ...... owned or oontrolled by the sponsor for aitportpu_and pn>pcsod additi... _;(2) theloc:all"" and nallIre ofall existing ..dpn>pcsod aitport facilitipcsod ex!=ions and mluctlccs ofexisting aitportlacilities; and (3) theloeafion cfall existing and pn>pcsod ncnaviation ....... and ofall existing buprovcmenls thereon. Such aitportlayout plans and each amendment, ",vision. or mcdlficaflon th...." IIhaII be au1!jectto the approval ofthe S....wywbichopprovaillhall be evidenced by the .ignaluro of, duly au1horized 􀁾􀁶􀁥ofthe Secretary on ther.e.. oftho aitportlayout plan. The spon,sorwill not make or permit any changes oralteratiQS1.1 in the airport orany ofiisfacilltics whicharo not in ronJbnnitywith the aitportlayout plan as approved by the Secretuy and wblchmigb4 in the opinion ofthe S....wy, ad.....ly affeot the aafely, utility cr efficiency ofthe aUpcrt. b. If.change or lIIf<:nIiCl1 in the aitport or the liIl:ilities is made wblch the S....wy detenuinea adv; crid 10 the S_1aty for deposit in the Trust Fund ifoo .ligibleproject exis!Jl. (2) Land ,hall be considered 10 be needed Ihr airport purposes under this assurance if(a) itmay be needed for aeronautical_ (meluding runway protection "'....) or serve ... noise bulfer land, and (b) the ...mu.1ium interim uses ofsuch land contributes to the frnanciai self..sufficienc:y ofthe airport. Further. Jand purc:b.&s4d with a grant 􀁲􀁥􀁣􀁥􀁩􀁜􀀧􀁾􀁟by an airport operator or owner before before December 31. 1981. will be ccnsldc:ted to be needed for airport purposes ifthe Sel. with noise 1"",10 associated with operation ofUle airport. 32.. Engineering and Deslgu Se:n1ees. It will awan) each contraet. or sub-.ccntract for progpm nw1!gl:ment" cocstruction Dl4IlJIllOIn..􀁾􀀠planning studies, feasibility studies, _ Slacement dwellings 10 d;.,pla=! persons in """""",,,co with Subpart E of49 CFRPart 24. Acam By intercity B...... The airport """"" or operalorwill permit. to the maximum extent pnactioable, interclty b..... 01' other mod.. oflmnsportation to ha", _10the aiJport. however, ithaa no oblisoUon to fIInd special flIci1i1ies fOl' intercity buses orfor other modes oftransportation. 374 DIsadvantaged 􀁾Enterprises. The recipientshali not di.sctiminate on the buis ofrace, color. national originor originor sex in the.ward and performance ofany DOT·""isted centtut or in the administration ofits DBE program or the relju_of49 CFRPart 26. The Recipient shall take all necessaty and .........t>1.11epa under 49 Cmpart 26 to """ce non disoriminaIIoo in the award and adminis1ration .fDOT_isted conlnds. The recipient's DIlE program, as required by 49 cmPart 26, and .. approved by DOT, is incorporated by .._ in this agreement. Implementaticn ofthis program is alepl obligallon and failure 10 carry out its _shall be Ireaied as a violallon ofthis agreement. Upon notificaUon10 the recipient ofits llIil"",1o carry out its ___od program, th. Department may impose sanc!lons ..provided for under Part 26 and may, in appropriate cases.ruerth. _for«If_tuoder IS U.S.C. 1001 andlorthe Progrnn Fraud Civil Remedies Act of1986 (31 U.S.C. 3S01). " ·. CURREJ:IT FAA ADVISORY CIRCULARS FOR AIPIPFC PROJECTS Updated on: 7/1199 The following apply toboth AlP and PFC Projects NUMBER 7On400-lJ 15015000·13 ISOISloo-14C 1501S200-30A, CIiG 1 & 2 ISOIS200-33 . 1501S210-5B 1501S210-1B ISOl5210-13A ISOIS210-14A lS0lS210-15 15015210-18 IS015210-19 ·-I5015220-4B 150IS220-IOB lSOI5220·13B 15O"220-16B 15015220-17A 15015220-18 IS015220-19 15015220-20, CHG I 150/'220·21A l'OIS3OO-13, CHG I, 2.3, 4, , 15015300-14 ISOI'300-15 15015320-5B 1501S320-6D 15015320-12C IS0I532O-14 1501'320-16 1501S32S-4A, CIiG I IS0I5340-10 ISOIS340-4C, CRG 1 & 2 lSOI'34O·5B, CHG I 1501S340-14B, CHO 1 & 2 1501'340-11B IS015340-18(;, CRO I 1501'340-19 15015340-21 1501S34O-23B 1501S340-24, CliO 1 lS0I534O-27A 15015345-3D lSOlS345.,$A 15OIS345-7D, CHO 1 130I5345-IOE 15015345-12C 150IS345-I3A 15015345-26B, CHO I /II. 2 1501S345-27C 15OIS345·2SD, CHO I IS015345-39B, ClIO 1 ISO"345-42(;, CHG 1 15015345-43E 1501S345-44F, CliO 1 IS0I5345-4SA 1501534S-46A 1501534547A 15OIS34549A IS0I5345·5O, CliO 1 15015345-SI, CliO 1 .j'OI'345·52 TITL£ ObMu:!ion Marlting 8IId Ligbting AnnOll_ ofAvailability-RTCA Inc .• Document RTCA-221, Guidao", sed Recommended Requiremen1sfor Airport Surface Movement SctlS(')f'S . Architeofural, Engineering. sed Planning Con.iultant SO!"I'i= for Airport Grant Projeots Airport Winter Safety ""d Operations H'azardous Wildlife Alicadants On or Near Ai GENTLEMAN: WE ARE SENDING YOU 􀁾􀁣􀁨􀁥􀁤􀀠o Under separate cover via ______the following items: o Shop Drawings o Prints o Plans 0 Samples 0 Specifications 0 _______________o Copy of letter o Change order COPIES DATE NO, DESCRIPTION /-I,fA PO AL/,. j-􀁾7x /)rf}/􀁾􀁪􀀢􀀧􀀯􀀧􀀠/1: (j 􀁌􀁌􀁾􀀮􀀱􀀠A-YI $ 􀁾􀀠-'" . 11...41 d J/"'" .A/? 12 ,'r /50 () 􀁉􀁊􀁉􀁊􀁾􀀠l.U,..," 􀁾􀁉􀀢􀀠/) 0 /v THESE ARE TRANSMITTED 88 checked below: o For approval 0 Approved as submitted o Resubmit ____copies for approval Noryour use 0 Approved as noted o SubmH copies for distribution o As requested 0 Returned for corrections o Return corrected prints o For review and comment 0 o FOR BIDS DUE __________ 19__ o PRINTS RETURNED AFTER LOAN TO US REMARKS ____􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭 􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀭􀀭􀀭􀀭􀁓􀁉􀁇􀁎􀁅􀁄􀀺􀀭􀀫􀀭􀀮􀁾􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭If enclosures are not as noted, please not 􀀭􀁾􀀭􀀭􀀭Texas Department of Transportation AVIATION DIVISION 125 E. 11TH STREFf· AUSTIN, TEXAS 75701·2463 • 5121416·4500 • FAX 5121416-4510 July 26, 2001 Mr. Jim Pierce I:own of Addison P. O. Box 9010 Addison, TX 75001 Dear Mr.. Pierce: We are pleased to return to you the completed agreement between the Texas Department of Transportation, agent for Town of Addison, and Coffinan Associates, Inc. for Professional Services for TxDOT CSJ No. 0118ADDSN. Ifyou have any questions concerning the documents, or ifwe can be ofassistance to you, feel free to contact me. Sincerely, Margarita cia Grant Manager L1./fY"(-J Su m Fee.. 'i 3cJ..O; eX!) CJ Enclosures sDj 􀁾􀁳􀁫􀁳􀀠An Equal Opportunity Employer ----------AGREEMENT BETWEEN SPONSOR AND CONSULTANT FOR PROFESSIONAL SERVICES TxDOT Contract No.: lXlFA031 TxDOT Project No.: ADDISON 2 TxDOT CSJ No.:0118ADDSN STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS COUNTY OF TRAVIS § TIllS AGREEMENT is made, entered into and executed by and between the Town of Addison, hereinafter called the "Sponsor," acting by and through the Texas Department of Transportation, hereinafter called the "Agent" and Coffinan and Associates, Inc. hereinafter called the "Consultant. " WITNESSETH The Sponsor intends to: prepare a (FAR) 150 Airport Noise Compatibility Planning Study at the Addison Airport hereinafter called the "Project." AGREEMENT 􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭The Sponsor and the Consultant, in consideration ofthe mutual covenants and agreements herein contained, do mutually agree as follows: Pursuant to the terms ofthe Airport Project Participation Agreement entered into by and between Agent and Sponsor, Agent agrees to employ the Consultant on behalf of the Sponsor. The Consultant agrees to perform professional consulting services in connection with the project as stated in the sections to follow. Upon rendition of such services, the Agent agrees to pay to the Consultant compensation for these services as agreed herein. All services performed under this Agreement shall be performed under the direct supervision ofthe Agent. The Agent will act as referee in all questions arising under the terms ofthis Agreement between the parties hereto, and the Agent's decisions shall be final and binding. Page I of 12 􀀧􀁦􀁾􀀠SECTION 1 -SCOPE OF SERVICES 1.1. Services ofthe Agent 1.1.1. The Agent will furnish items as listed in Attachment A, "Services to be provided by the Agent," attached hereto and made a part ofthis agreement. 1.2. Services ofthe Consultant 1.2.1. The Consultant will furnish planning services as set forth in Attachment B, "Basic Services to be provided by the Consultant., attached hereto and made a part of this agreement. The Consultant shall perform in a satisfactory manner, as determined by the Sponsor and Agent, the services generally outlined and specifically indicated in Attachment B. i .2.2. All items of work included within this contract shaII be completed within twenty four months from the date ofthe written notice to proceed with the contract terminating at that time. No payment will be made to the consultant for work completed after that date without a written extension of the contract period approved by the State. Reason for consideration of contract extension will be excessive delays in review ofwork by the state or changes or delays caused by the Sponsor. In the event that the contract is terminated, the Sponsor will be notified immediately as to the reason for contract termination. SECTION 2 -PROGRESS 2.1. After execution of.this Agreement, the Consultant shall not proceed with the work for each phase outlined under "Scope of Services" until authorized in writing by the Agent to proceed . . 2.2. The Consultant shall, from time to time during the progress of the work, confer with the Agent. The Consultant shall prepare and present such information and studies as are shown in Attachment B. 2.3. At the request ofthe Agent or the Consultant, conferences shall be conducted at locations designated by the Agent. When requested by the Agent, these conferences shall also inchide inspection ofthe Consultant's services and work. 2.4. The work will be subject to periodic review by the Federal Aviation Administration (FAA) and/or Agent. 2.5. The Consultant shall prepare a "Work Schedule" as Attachment C, attached hereto and Page2 of 12 made a part of this agreement. This work schedule will be sufficiently complete to show that the Consultant's "Scope of Services" under this Agreement can be accomplished within the specified time. This "Work Schedule" will provide specific work sequence and definite review times by the Agent and the Consultant ofthe work performed. It is ofprimary importance to the Sponsor and the Agent that the services within this contract be provided according to the agreed upon Work Schedule, Attachment C. Undue delays within the control of the Consultant may be considered as reason for termination ofthe contract as provided in Section 9 .. 2.6. Should the Agent desire to snspend the work, but not terminate the Agreement, this may be done by thirty (30) days notice of suspension of work given by the Agent in writing to that efrect, and the work may be reinstated by Agent and shall be resumed by Consultant in full force and effect upon receipt by the Consultant from the Agent of sixty (60) days notice in writing to that that effect. 2.7. Ifwork is suspended for more than six months at the request ofthe Sponsor or the Agent the Agreement may be reuegotiated at the request ofthe Consultant or unilaterally terminated by the Consultant. 2.8. All employees ofthe Consultant shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of the Consultant, who, in the opinion of the Agent, is unable to perform the work, or whose conduct becomes detrimental to the work, shall immediately be removed by the Consultant from association with the Project. 2.9. The Consultant certifies that Consultant has adequate qualified personnel for performance of the services required under this Agreement, or will be able to obtain such personnel from sources other than the Agent or Sponsor. The Consultant will be responsible for the professional quality and technical accuracy ofall services provided by the Consultant under the Agreement. 2.10. The Consultant shall prepare monthly progress reports in sufficient detail to support the progress ofthe work and vouchers requesting monthly payments. 2.11. The Consultant shall furnish all equipment, materials and supplies required to perform the work under this Agreement except as provided herein. SECTION 3 -CHANGES OF WORK 3.1. The Agent will have the right to make changes and alterations in the services of the Consultant as may be considered necessary or desirable. Changes and/or alterations that reduce the lump sum fee will be negotiated between the Agent and the Consultant. Changes and/or alterations that increase the lump sum fee will be handled as Additional Services as stated in Section 4. Such changes and alterations shall not be considered as a waiver of any conditions of the Agreement, nor shall they invalidate any of the provisions thereof. The Consultant shall Page 3 of 12 II perform the work as changed or altered. 3.2. When required to do so by the Agent, the Consultant shall make such revisions as are necessary to correct Consultant's errors or omissions in the work. No additional compensation shall be paid for this work. 3.3. If the Agent requests change to work previously completed by the Consultant and accepted by the Agent, the Consultant shall make such changes as directed by the Agent. This will be considered additional work and paid for as specified in Section 4 -Additional Services. SECTION 4 -ADDITIONAL SERVICES 4.1. When authorized by a supplemental Agreement, the Consultant will furnish additional services as listed in Attachment D, "Additional Services to be Provided by the Consultant," attached hereto and made a part ofthis agreement. 4.1.1. Compensation for such services will be in accordance with Section 5 -Payments to the Consultant. 4.2. Ifthe Consultant is of the opiIiion that any work Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the Agent in writing prior to performing the extra work. 4.2.1. In the event the Agent finds that such work does constitute extra work, the Agent shall so advise the Consultant, in writing, and pursuant to a supplemental Agreement shall provide extra compensation to the Consultant for doing this work as additional services covered in Section 5 Payments to the Consultant. SECTION 5 -PAYMENTS TO THE CONSULTANT 5.1. Methods ofPayment for Services and Expenses ofConsultant. 5.1.1. For Basic Services. Agent shall pay Consultant for Basic Services as set forth in Attachment B, "Basic Services to be Provided by the Consultant" rendered under Section I as follows: 5.1.1.1. A lump sum fee 0[$320,000.00 for all Basic Services furnished under Section 1 and as set forth inAttachment B. 5.1.1.2. The lump sum amount shall be allocated to the phases of the Project as set forth in Attachment E, "Lump Sum Fee Distribution to Consultant," attached hereto and made a part of Page4 of 12 " this agreement. 5.1.2. For Additional Services. Agent shall pay Consultant for work rendered under Section 4 Additional Services in accordance with the provisions of the Supplemental Agreement to Consulting Services Agreement pe:rtaining to the service provided. 5.2. Times ofPayments 5.2.1. Partial payments shall be made monthly in proportion to those parts of the services that have been accomplished, as evidenced by monthly statements submitted by the Consultant to the Agent. In no case shall the partial payments be in excess of the value of the services completed at the time the statement is rendered. 5.2.2. The Consultant shall submit a monthly statement as directed by the Agent showing an estimate of the Basic Services rendered and the actual approved Additional Services rendered, except for the Deliverable Phase. Deliverable Phase statements shall be submitted only following completion ofall tasks associated with the Deliverable Phase. 5.3. Other Provisions Concerning Payments 5.3.1. Payments to the Consultant for Additional Services rendered will be based upon itemized and certified statements detailed to show the names of the employees and the time worked. Monthly statements should include authorized non-salary expenses with supporting itemized invoices for additional services. 5.3.2. Statements and supporting documents will be submitted to the Agent no more than monthly. TxDOT provided payments forms must be submitted with or as an Consultant's statement. Upon receipt and approval ofeach statement, the Agent shall pay the amount which is due aild payable as provided herein within thirty (30) days ofinvoice receipt. 5.3.3. Final payment of any money due will be made to the Consultant after satisfactory completion ofall services and obligations covered in this Agreement and acceptance of the work by the Agent. 5.4. Maximum Amount ofPayment 5.4.1. The maximum amount allowable for payment under the Professional Consulting Services Agreement is $320,000.00. SECTION 6 -SUBCONTRACTORS 6.1. The ConSultant shall not sublet or transfer any portion of the work under this Agreement Page 5 of 12 , ., unless specifically approved in writing by the Agent. Subcontractors shall comply with the provisions of this Agreement and all state and federal regulations as applicable. Subcontracts, may at the option of the Agent, require written approval of content. The Consultant shall provided to the Agent a copy of the executed Agreement between the Consultant and subcontractor. 6.2. In the event the Consultant provides any of the services set out in this Agreement by subcontracting the same with a subcontractor, the Consultant shall take all steps necessary and appropriate to ensure that said subcontractor indemnifies the Sponsor, Agent, and at the option of the Consultant, the Consultant for liability arising from any acts or omissions of said subcontractor, it being the express intention ofthe parties hereto that any liability for said acts or omissions shall be the responsibility of said subcontractor. In the event that Consultant does not take such appropriate and necessary steps to ensure the indenmification described in this provision, Consultant shall assume such liability as is described in this provision, and hereby agrees to so indemnify the Sponsor or Agent for such acts or omissions of said subcontractor as are described herein. 6.3. The Consultant shall pay the subcontractor for work performed within 10 days after the Consultant receives payment for the work performed by the subcontractor. Also, any retained monies 'on a subcontractor's work shall be paid to the subcontractor within 10 days after satisfactory completion of all the subcontractor's work. Completion of the subcontractor's work shall include test, maintenance and other similar periods that are the resPonsibility of the subcontractor. SECTION 7 -CIVIL RIGHTS COMPLIANCE 7.1. The Consultant shall comply with the provisions of Attachment F, "Special Provision Contractor Contractoal Requirements Title VI Assurances," attached hereto and made a part of this agreement. SECTION 8 -DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS 8.1. The Consultant shall comply with the provisions of Attachment G, "Disadvantaged Business Enterprise (DBE) Assurances," attached hereto and made a part ofthis agreement. For any additional services DBE goals will be amended and a new plan filed. SECTION 9 -TERMINATION OF AGREEMENT 9.1. The Agreement may be terminated upon the occurrence of any of the following conditions: Page 6 of 12 " 9.1.1. By mutual Agreement and consent ofboth parties in writing. 9.1.2. By the Agent by notice in writing to the Consultant as consequence of failure by the Consultant to perfonn the services herein set forth in a satisfactory manner and within the limits provided, with proper allowances being rnsde for circumstances beyond the control of the Consultant. . 9.1.3. By either party, upon the failure of the other party to fulfill its obligations as set forth in Section 1 -Scope of Services. 9.1.4. By the Agent for reasons of its own and not subject to the mutual consent of the Consultant by delivering a written Notice of Tennination to the Consultant, which shall take effect on the tenth (10th) day following receipt. 9,1.5. By the condition stipulated in Section 2.1. 9.1.6. By the situation stipUlated in Attachment G, Disadvantaged Business Enterprise (DBE). 9.1.1. By the condition stipulated in Attachment H, "Child Support Certification," attached hereto and made a part ofthis agreement. 9.1.8. By satisfactory completion ofall services and obligations described herein. 9.2. Should the Agent tenninate this Agreement, no fees other than fees due and payable at the effective date of termination, shall thereafter be paid to the Consultant. In detennining the value ofthe work perfonned by the Consultant prior to termination, the Agent shall be the sole judge. Payment for work at termination will be based on work completed at that time. 9.3. If the Consultant defaults in perfonnance of this Agreement or the Agent terminates the Agreement for fault on the part ofthe Consultant, the Agent will give consideration to the actual costs incurred by the Consultant in performing work to date of default, the amount of work required which was satisfactorily complete to date of default, the value of the work which is usable to the Sponsor, the cost to the Sponsor of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to the Sponsor of the work perfonned at time ofdefault. . 9.4. The termination ofthis Agreement and payment ofan amount in sett1ement as prescribed above shall extinguish all right, duties, obligations and liabilities of the Sponsor, Agent, and Consultant under this Agreement with regard to payment only. If the tennination of this Agreement is due to the failure ofthe Consultant to fulfill Agreement obligations, the Agent may take over the project and prosecute the work to completion by Agreement or otherwise. In such case, the Consultant shall be liable for any additional costs for professional services resulting Page7 of 12 " ., from the Consultant's default SECTION 10 -DISPUTES 10.1. The Consultant shall be responsible for the settlement of all contractual and administrative issues arising out ofprocurements made. by the Consultant in 'support ofthe work authorized herein. 10.2. Any dispute concerning the work performed herennder, the cost of work performed herennder, or any nonprocurement issue shall be settled in accordance with Title 43, Texas Administrative Code, Section 1.68, "Contract Claim Procedure." SECTION II -COMPLIANCE WITH LAWS Il.l. The Consultant shall comply with applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of courts, or administrative bodies or tribnnals in any matter affecting the performance of this Agreement, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Consultant shall furnish the Agent with satisfactory proof ofConsultant's compliance. SECTION 12 -INDEMNITY 12.1. The Consultant shall save harmless the State and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed nnder this Agreement and which are caused by or result from error, omission, or negligent act of the Consultant or of any person employed by the Consultant. The Consultant shall also save harmless the State from any and all expense, including, but not limited to, attorney fees which may be incurred by the State as a result ofsuch activities by the provider or employees. 12.2 Section 12.1 above is expressly applicable to all items, clanses, codicils, and addenda of this Agreement. SECTION 13 -CONSULTANTS WARRANT 13.1. The Consultant warrants that Consultant has not employed or retained any company or persons, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement and that Consultant has not paid or agreed to pay any company or person, other than a bona fide' employee working solely for the Consultant, any fee, commission, percentage, Page 8 of 12 brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Agent shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. SECTION 14 -SUCCESSORS AND ASSIGNS 14.1. The Sponsor and the Consultant each binds itself, its successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants of this Agreement. Neither the Sponsor nor the Consultant shall assign, sublet, or transfer its interest in this Agreement without written consent ofthe other. SECTION 15 -INSPECTION OF CONSULTANT'S BOOKS AND RECORDS 15.1. The Agent may, for purpose of tennination of the Agreement prior to completion, examine the books and records ofthe Consultant for the purpose of checking the amount ofthe work performed by the Consultant at the time of Agreement termination. The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to cost incurred and shall make such materials available at the Consultant's office during the Agreement period and for three years from the date offinal payment under the Agreement, for inspection by the Agent, the Federal Aviation Administration and the U.S. Department of Transportation, Office of Inspector General. The Comptroller General of the United States, or any of its duly authorized representatives, shall have access to any books, documents, papers and records ofthe Consultant which are directly pertinent to this Agreement for the purpose of making audit, examinations, excerpts and transcriptions. SECTION 16 -WARRANTIES OF SIGNATORY 16.1. The undersigned signatory or signstories for the Consultant hereby represent and warrant that the signatory is an officer ofthe firm for which the signatory has executed this Agreement and that the signatory has full and complete authority to enter into this Agreement on behalf of the Consultant. The above-stated representations and warranties are made for the purpose of inducing the Sponsor to enter into this Agreement. SECTION 17 -INSURANCE 17.1. The Consultant shall procure and maintain insurance for protection from claims under Page9 of 12 " worker's compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any other person and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. The Consultant shall furnish the Agent a completed Certificate ofInsurance provided and approved by the Agent prior to beginning work under this Agreement. SECTION 18-ENTIRE AGREEMENT 18.1. This Agreement together with the Attachments, Exhibits and Special Provisions identified herein constitutes the entire Agreement between the Sponsor and the Consultant and supersedes all prior written or oral understandings. This Agreement and said Attachments, Exhibits, and Special Provisions may only be amended, supplemented, modified or canceled by a duly executed written instrument. SECTION 19 -CHILD SUPPORT CERTIFICATION 19.1. Under Section 231.006 of the Family Code, the Consultant certifies that the individnal or bnsiness entity named in this Agreement is eligible to receive the specified grant or payment and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate. The Consultant further acknowledges that he or she has read Attachment I and has provided the names and social security numbers required therein. SECTION 20 -APPLICABLE LAW 20.1. Under Section 22.055 (b), Transportation Code, Chapter 22, this Agreement is made pursuant to the law governlng the making ofAgreements by or on behalf of the State ofTexas. SECTION 21-BUYTEXAS 21.1. The Consultant shall buy Texas products and materials for used in providing the services authorized in this Agreement when these products and materials are available at a comparable price and in a comparable period of time. When requested by the Agent the Consultant shall furnish documentation ofthese purchases oi: a description ofgood faith efforts to do so. SECTION 22-DEBT TO THE STATE 22.1. Ifthe comptroller is currently prohibited from issuing a warrant to the Consultant because of a debt owed to the state, then the Consultant agrees that any payments owing under the Agreement will be applied towards the debt or delinquent taxes until the debt or delinquent taxes Page 10 of 12 , ., are paid in full. SECTION 23 -VENUE 23.1. Venue for resolution by a court of competent jurisdiction ofany dispute arising under the terms of this Agreement, or for enforcement of any of the provisions of' this Agreement, is specifically set by Agreement ofthe parties hereto in Travis County, Texas. IN WllNESS WHEREOF, the parties to this Agreement for Professional Consulting Services have signed or caused their respective names to be signed to triplicate counterparts hereof on the __day of ,2001. CONSULTANT Title: eo-fJ..(:'"""--. S Qt:-;'" f"" 􀀤􀀬􀁾c􀁾.)1£ tV, vJ, 13/i/