RT - OTA Non-Fed Airports (Draft).docx

OTHER TRANSACTION AGREEMENT

BETWEEN

FEDERAL AVIATION ADMINISTRATION (FAA)

AND

NON-FED AIRPORTS

ARTICLE I. PARTIES

The parties to this Agreement are the Federal Aviation Administration (FAA), and the Non-Fed Airports, acting as the Air Navigation Service Provider (ANSP)

ARTICLE 2. SCOPE

a. Purpose: The purpose of this Agreement between the Federal Aviation Administration (FAA) and Non-Fed Airports is to define the roles, responsibilities, and contributions of the FAA and Non-Fed Airports to advance, strengthen, implement, and evaluate, System Design Approval (SDA)-aligned Remote Tower (RT) systems supporting the provision of air traffic control services at Non-Fed Airports

This Agreement supports the FAA’s Remote Tower Program and evaluation conducted under the Brand-New Air Traffic Control System (BNATCS) initiatives.

b. Background: The RT Program is designed to enhance the FAA's ability to integrate innovative technologies into the NAS while maintaining the highest standards of safety and efficiency. RT provide Visual Flight Rules (VFR) services that extend ATC capabilities to underserved areas.

Through the RT Program, the FAA continues to demonstrate global leadership in the safe integration of emerging aviation technologies. The program facilitates the evaluation and deployment of remote towers, ensuring that they seamlessly transition into real-world operational environments. By doing so, it aligns with the FAA's mission to modernize air traffic management and maintain safety across the NAS.

The Remote Tower Program focuses on:

a. Technological Integration: Establishing advanced systems that integrate seamlessly into the NAS, enhancing safety and efficiency.

b. Collaborative Partnerships: Developing partnerships with technology providers, airports, and governmental bodies to facilitate the deployment of remote towers and ensure compliance with FAA standards.

c. Operational Testing and Validation: Utilizing the FAA William J. Hughes Technical Center and real-world environments to validate RT technology, ensuring they meet the operational requirements necessary for safe VFR services.

d. Innovation and Expansion: Exploring new concepts and technologies that could extend the capabilities of remote towers, including enhanced situational awareness tools.

e. Research and Development: Collaborating with research institutions and industry experts to assess the performance of RTs in varied environments and operational scenarios.

c. Specific goals and objectives to be accomplished:

1. Implement fully operational and redundant, SDA-aligned Remote Tower (RT) systems supporting air traffic control services at (name of the selected airport/s)

2. Evaluate the operational performance, safety, reliability, and scalability of remote tower operations at both towered and non-towered airports.

3. Generate data, lessons learned, and implementation insights to inform FAA baselines for remote tower siting, operational validation and verification (OVV), commissioning processes, and future deployment models.

d. Management of the project:

The FAA will designate a Program Manager to provide overall program oversight, coordination, and monitoring of activities conducted under this Agreement.

Non-Fed Airports must designate a Program Manager responsible for planning, executing, and managing all tasks within Non-Fed Airports’ scope of work and for serving as the primary point of contact with the FAA.

The parties will coordinate through periodic meetings, status briefings, and program reviews as required to ensure alignment with schedule, safety, and performance objectives.

1. Schedule.

a. THE AIRPORTS will deliver to the FAA a program schedule for specific deliverables identified in this Agreement.

2. Meetings.

a. Monthly meetings may be conducted by either the FAA or THE AIRPORTS, as required. These meetings will ensure that both parties agree to the solution to be delivered.

3. Status Reports.

a. THE AIRPORTS must deliver a verbal status report and/or briefing materials ahead of the monthly meetings detailing the work accomplished and results achieved, the progress of the program tasks, and any risks issues and their amelioration.

4. Metrics.

a. THE AIRPORTS will ensure the defined system metrics can be captured as part of the Operations Evaluation Plan and Procedures Document, and/or the Technical Evaluation Plan. SRT, the FAA, and stakeholders will define metrics and methodologies for their capture and assessment for each operational trial and/or system test.

5. Other Documentation.

a. All documentation identified as deliverables on this program will be written in English and developed in contractor format. However, the FAA reserves the right to require changes or updates to documentation that is necessary.

6. Other Support.

a. THE AIRPORTS may support technical conferences, meetings, and symposiums as requested by the FAA with prior notice. Such support may include preparation and presentation of briefings, preparation of papers, and hosting of meetings.

THE AIRPORTS agrees to make good faith best effort through the FAA PM/CO to collaborate with all teams and organizations involved in the effort as directed by the FAA. This includes other government agencies, as well as organizations, companies, and associations engaged in similar or complementary activities to this program.

Roles and responsibilities: Parties are bound by a duty of good faith and best effort in achieving the goals of the Agreement.

Non-Fed Airports Responsibilities include:

· Serving as the Remote Tower system integrator

· Designing, constructing, installing, operating, and maintaining RT systems and supporting facilities

· Acting as the ANSP to provide air traffic control services for Non-Fed Airports from the Remote Tower Center

· Ensuring compliance with applicable FAA Orders, including JO 7110.65 and JO 7210.3

· Implementing required safety protocols, procedures, and mitigations

FAA Responsibilities include:

· Providing program management and technical oversight

· Monitoring safety performance of RT operations

· Supporting spectrum authorization and airspace coordination

· Leveraging ongoing SDA evaluation activities to inform oversight and decision-making

· Utilizing the Non-Fed Airports installation to inform FAA baselines for RT implementation, OVV, and commissioning

· Verifying that multiple runway operational requirements are satisfied by the RT system

e. Contributions of the Parties:

FAA Contributions:

The FAA shall provide funding for THE AIRPORTS, subject to availability of funds, for pilot and evaluation purposes only. FAA funding may include reimbursement for:

· Airfield and infrastructure upgrades required to support SDA-aligned RT operations

· Build-out and upgrades to the consolidated Remote Tower Center

· FAA funding shall be provided on a milestone-based reimbursement basis and shall not exceed amounts obligated under this Agreement.

Non-Fed Airports Contributions:

Non-Fed Airports must provide in-kind contributions, including project management, operational staffing, local coordination, facilities access, and sustainment support necessary to implement and operate the RT systems.

Non-Fed Airports assumes responsibility for the operation, maintenance, and protection of facilities and equipment under its control. Risk of loss for Non-Fed Airports-provided in-kind contributions must remain with Non-Fed Airports unless otherwise agreed in writing.

Any funding contribution as agreed to from the RFP response

f. Type of Agreement: This Agreement is an "other transaction." It is not intended to be, nor shall it be construed as, a partnership, corporation, or other business organization.

ARTICLE 3. EFFECTIVE DATE and TERM The effective date of this Agreement is the date on which it is signed by FAA or Non-Fed Airports, whichever is later. This Agreement shall continue in effect for XXX years or until earlier terminated by the parties as provided herein. The period of performance may be extended upon the mutual written agreement of both parties.

ARTICLE 4. MILESTONES

Work must be accomplished according to the following milestones:

Milestone

Completion Date

Responsible Party

XXXX

XXXXX

THE AIRPORTS

XXXX

XXXXX

THE AIRPORTS

XXXXX

XXXXX

THE AIRPORTS

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ARTICLE 5. REPORTING REQUIREMENTS

See Paragraph 3. Status Reports

ARTICLE 6. INTELLECTUAL PROPERTY

a. Rights in Data

The Government retains Government Purpose Rights in all data developed under this agreement. "Data" means recorded information, regardless of form or method of recording, which includes but is not limited to technical data, computer software, trade secrets, and mask works. The term does not include financial, administrative, cost, pricing or management information.

"Government Purpose Rights" means the rights to –

a. Use, modify, reproduce, release, perform, display, or disclose data within the government without restriction; and

b. Release or disclose technical data outside the government and authorize 6 to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for government purposes.

"Government Purpose" means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive acquisition by or on behalf of the government but do not include the rights to use, modify, reproduce, release, perform, display, or disclose data for commercial purposes or authorize others to do so.

b. Rights in Inventions

The respective rights of the Government and the other parties to this agreement are the same as those found at 3.5-10 3.5-10 Patent Rights - Ownership by the Contractor (January 2009).

Note. This intellectual property provision is an example. Parties should carefully evaluate and include appropriate intellectual property provisions depending on the nature of the Agreement. For example, the FAA may wish to disclose technical data to the public for commercial or other purposes, which is not covered under the government purpose license described herein. Additionally, the Bayh-Dole Act, which governs rights in inventions made under funding agreements does not apply to agreements under the FAA’s "other transaction" authority)

ARTICLE 7. LEGAL AUTHORITY

This Agreement is entered into under the authority of 49 U.S.C. 106(1) and (m), which authorizes agreements and other transactions on such terms and conditions as the Administrator determines necessary.

ARTICLE 8. POINTS OF CONTACT

FAA Program Office/Technical Officer

FAA Contracting Officer(s)

ARTICLE 9. FUNDING AND PAYMENT

a. Advanced Payment – FAA is authorizing $TBD for “Non-Fed Airports.” Advance payments provided under this Agreement shall be used solely for the procurement and delivery of equipment required for contract performance. Any equipment, materials, or supplies purchased as a whole or in part with such advance funds shall serve as collateral to securing the advance payment until the funds have been fully applied to the contract. The FAA shall retain a security interest in this equipment during that period. If the Airport fails to provide required operational or performance data necessary for regulatory or program reporting, or otherwise materially impedes contract performance, the FAA reserves the right, upon written notice and reasonable opportunity to cure, to reclaim or repossess any equipment purchased with the advance payment funds.

b. The FAA will contribute $XXXXX as its share of the cost to perform this Agreement. Non-Fed Airports will contribute XXXXXX. Additionally, Non-Fed Airports must contribute program management functions to this program.

c. A properly executed request for payment should be submitted to the FAA at the billing address identified below.

Billing Address

The Contractor must submit requests for payment for accepted services and data as shown.

U.S. MAIL

FAA Accounts Payable Branch, AMZ-110 PO Box 25710 Oklahoma City, OK 73125

OVERNIGHT MAIL

FAA Accounts Payable Branch, AMZ-110 6500 S. MacArthur Blvd.

Oklahoma City, OK 73169

Electronic Invoice Submission

9-AMC-AMZ-FAA-APINVOICES@FAA.GOV

d. In the event of termination or expiration of this Agreement, any FAA funds which have not been spent or obligated for allowable expenses prior to the date of termination and are not reasonably necessary to cover termination expenses shall be returned to the FAA.

ARTICLE 10. LIMITATION OF FUNDS

The Government’s liability to make payments to Non-Fed Airports is limited to the amount of funds obligated hereunder, including written modifications to this Agreement.

ARTICLE 11. APPROVAL OF SUBCONTRACTORS

The Contracting Officer will be reasonably notified in advance of entering any subcontract. Any subcontractors and outside associates or consultants required by the contractor in connection with the services covered by this Agreement will be limited to individuals or firms that are specifically agreed to by all parties. The contractor must obtain the Contracting Officer’s written consent before placing any subcontract.

ARTICLE 12. AUDITS

The Government has the right to examine or audit relevant financial records for a period not to exceed three years after expiration of the terms of this Agreement. The contractor/subcontractor must maintain an established accounting system that complies with generally accepted accounting principles. Commercial companies should ensure their record retention policies comply with this policy.

ARTICLE 13. CHANGES, MODIFICATIONS

Changes and/or modifications to this Agreement shall be in writing and signed by a FAA Contracting Officer and a designee of Non-Fed Airports. The modification shall cite the subject Agreement and shall state the exact nature of the modification. No oral statement by any person shall be interpreted as modifying or otherwise affecting the terms of this Agreement. Technical input, participation in meetings, observations, or recommendations by the FAA do not constitute direction or authorization of changes unless executed in a written modification signed by the FAA Contracting Officer.

ARTICLE 14. TERMINATION

In addition to any other termination rights provided by this Agreement, either party may terminate this Agreement at any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated party (other than payment of amounts due and owing and performance of obligations accrued, in each case on or prior to the termination date) by giving the other party at least thirty (30) days prior written notice of termination. Upon receipt of a notice of termination, the receiving party shall take immediate steps to stop the accrual of any additional obligations, which might require payment.

ARTICLE 15. ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of the Agreement, the inconsistency shall be resolved by giving preference in the following order:

a. The Agreement

b. The Attachments

ARTICLE 16. CONSTRUCTION OF THE AGREEMENT

This Agreement is an "other transaction" issued under 49 U.S.C 106 (1) and (m) is not a procurement contract, grant or cooperative agreement. Nothing in this Agreement shall be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation. FAA participation in completing the system does not transfer ownership, operational responsibility, or long-term sustainment obligations to the FAA.

Each party acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and any amendments thereto, and that, accordingly, this Agreement shall not be construed more stringently against one party than against the other.

ARTICLE 17. DISPUTES

Where possible, disputes will be resolved by informal discussion between the parties. In the event the parties are unable to resolve any disagreement through good faith negotiations, the dispute will be resolved by Office of Dispute Resolution for Acquisition ("ODRA"). The ODRA decision is final unless it is timely appealed to the FAA Administrator, whose decision is not subject to further administrative review and, to the extent permitted by law, is final and binding.

ARTICLE 18. WARRANTIES

FAA makes no express or implied warranties as to any matter arising under this Agreement, or as to the ownership, merchantability, or fitness for a particular purpose of any property, including any equipment, device, or software that may be provided under this Agreement.

ARTICLE 19. INSURANCE

Non-Fed Airports must arrange by insurance or otherwise for the full protection of Non-Fed Airports from and against all liability to third parties arising out of, or related to, its performance of this Agreement. The FAA assumes no liability under this Agreement for any losses arising out of any action or inaction by Non-Fed Airports, its employees, or contractors, or any third party acting on its behalf. To the extent allowed under Florida law, and subject to the limitations of liability as articulated in Fla. Stat. §768.28, and in no event to ever exceed those limitations. Non-Fed Airports agrees to hold the United States harmless against any claim by third persons for injury, death or property damage arising out of or in connection with its performance under the Agreement.

ARTICLE 20. LIMITATION OF LIABILITY

Claims for damages of any nature whatsoever pursued under this Agreement must be limited to direct damages only up to the aggregate amount of $XXX funding obligated under this Agreement at the time the dispute arises. In no event must the FAA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE 21. LOWER TIER AGREEMENTS

There will be no lower tier agreements.

ARTICLE 22. CIVIL RIGHTS ACT

Non-Fed Airports must comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in Federally assisted programs and provide a certification to that effect.

ARTICLE 23. OFFICIALS NOT TO BENEFIT

AMS Clause 3.2.5-1, "Officials Not to Benefit" and Clause 3.2.5-7, "Disclosure Regarding Payments to Influence Certain Federal Transactions" are attached hereto and incorporated by reference into this Agreement.

ARTICLE 24. PROTECTION OF INFORMATION

The parties agree that they shall take appropriate measures to protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement.

ARTICLE 25. CONSTRUCTION COST ESTIMATE AND APPROVAL REQUIREMENT

Following completion of the design phase for each construction item for both Non-Fed Airports, the Contractor shall provide the FAA with detailed cost estimates, supporting documentation, and any other relevant pricing information associated with the proposed construction work. The Contractor shall not proceed with construction activities for any item until the submitted cost estimates and supporting details have been reviewed and approved by the FAA Project Manager (PM) and Contracting Officer (CO). Written approval from both the PM and CO is required prior to initiating construction for each item.

ARTICLE 26. DISSEMINATION of CONTRACT INFORMATION

The FAA’s Office of Communications must review and approve all marketing materials, including press releases and articles about the work being performed under the contract on behalf of the agency, prior to release. Media inquiries about work being performed under the contract on behalf of the agency must be referred to the FAA Contracting Officer AND FAA’s Office of Communications at pressoffice@faa.gov

ARTICLE 27. GOVERNMENT PROPERTY

(a) Contractors are ordinarily required to furnish all property necessary to perform Government contracts.

(b) Contracting officers will provide property to contractors only when it is clearly demonstrated—

(1) To be in the Government’s best interest;

(2) That the overall benefit to the acquisition significantly outweighs the increased cost of administration, including ultimate property disposal;

(3) That providing the property does not substantially increase the Government’s assumption of risk; and

(4) That Government requirements cannot otherwise be met.

ARTICLE 28. ORGANIZATIONAL CONFLICTS OF INTEREST

The policy of the FAA is to avoid awarding contracts to contractors who have unacceptable organizational conflicts of interest. The FAA will resolve organizational conflict of interest issues on a case-by-case basis; and when necessary to further the interests of the agency, will waive or mitigate the conflict at its discretion.

ARTICLE 28. EXPORT CONTROL

The FAA will comply with all U. S. Export Control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130 and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 774.

Representative | Non-Fed Airports

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