MEMORANDUM OF AGREEMENT
BETWEEN
FEDERAL AVIATION ADMINISTRATION (FAA)
AND
PORT OF SEATTLE (POS)
CONCERNING FOREIGN OBJECT DEBRIS DETECTION SYSTEMS
ARTICLE I. PARTIES
The parties to this Agreement are the Federal Aviation Administration (FAA) William J. Hughes
Technical Center Airport Technology R&D Branch, ANG-E260, Atlantic City, NJ and the Port
of Seattle (POS), who owns and operates the Seattle-Tacoma International Airport (POS). The
Parties may fulfill their obligations hereunder by using support contractors, consultants and/or
other commercial entities under contract to the respective Parties to provide research,
development and implementation of the subject Foreign Object Debris (“FOD”) detection
systems.
ARTICLE 2. SCOPE
a. Purpose:
The purpose of this Agreement between FAA and POS is to establish a mechanism for studying,
researching, and evaluating advanced concepts and technologies in support of the U.S. National
Air Transportation System with emphasis on operational safety at airports, and in particular
mitigating the risks to aircraft and personnel from FOD hazards:
b. Specific goals and objectives to be accomplished:
1. Establish a suitable agreement that accommodates mutual interests of the parties for the
advancement of airport operational safety;
2. Cooperate in the evaluation work including data collection and analysis that enables the FAA
to quantify the safety benefits of utilizing FOD Detection Systems in airport environments.
c. Management of the project:
FAA and POS will assign points of contact responsible for managing the elements of the project
scope attributable to the respective party.
Item No. 6h_attach
Meeting Date: July 24, 2018
POS will serve as the host of the existing FOD Detection System.
d. Roles and responsibilities:
Parties are bound by a duty of good faith and best effort in achieving the goals of the Agreement.
POS will establish a project point of contact with whom coordinated and periodic
communication can be conducted throughout the duration of the project.
POS will furnish escorted access to the runway site during prearranged site visits from the FAA
project team.
POS will collect data related to identified FOD items on both RWY 16C-34C and at least one
other runway surveilled by non-FOD detection system management practices per Advisory
Circular (AC) 150/5210-24. “Chapter 6- Data Collection and Analysis.”
POS will provide data regarding the costs associated with the installation, maintenance, and
operation of the FOD Detection System. This data will be used to create a cost benefit analysis
for FOD Detection Systems.
POS will provide access to the Airport’s Database to the FAA in order to obtain the collected
data.
FAA will receive, store and analyze the collected data
FAA will provide quarterly reports on the analysis of the data
FAA will share final report findings.
e. 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 the FAA and POS,
whichever is later. This Agreement will continue in effect for 18 months or until earlier
terminated by the parties as provided herein.
ARTICLE 4. MILESTONES
The Parties will make all reasonable efforts to complete work according to the following
milestones.
MILESTONE COMPLETION DATE RESPONSIBLE PARTY
Kick-off Meeting
Two weeks after agreement is
executed
Both Parties
Data Collection
Periodically as required in AC
150/5210-24 Section 6.1
POS
Data Analysis
Ongoing as received
FAA
Interim performance
assessments and evaluations
Quarterly
FAA
ARTICLE 5. REPORTING REQUIREMENTS
FAA and POS will meet quarterly on a date to be mutually agreed upon to discuss the operation
of system, data collection activities and overall status of the FOD project.
ARTICLE 6. INTELLECTUAL PROPERTY
a. Rights in Data
The Government retains Government Purpose Rights in all data developed under this agreement
for a five-year period, or such other period as may be negotiated. The five-year period, or such
other period as may have been negotiated, shall commence upon execution of this agreement. Upon
expiration of the five-year or other negotiated period, the Government shall have unlimited rights in
the Data.
"Data" means recorded information, regardless of form or the media on which it may be
recorded, 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 –
(1) Use, modify, reproduce, release, perform, display, or disclose Data within the government
without restriction; and,
(2) Release or disclose Data outside the government and authorize persons 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 procurement 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 FAA 3.5-10 Patent Rights - Ownership by the Contractor
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, and Chapter 39.34 of the Revised Code of Washington.
ARTICLE 8. POINTS OF CONTACT
FAA Contracting Officer
Karen Mercer
Federal Aviation Administration
William J. Hughes Technical Center
AAQ-610
Atlantic City International Airport
Atlantic City, NJ 08405
Phone: (609) 485-6747
Email: Karen.Mercer@faa.gov
Technical Lead
Jonathan Torres
Federal Aviation Administration
William J. Hughes Technical Center
Airport Technology R&D Branch, ANG-E260
Atlantic City, NJ 08405
Phone: (609) 485-6007
Email: Jonathan.Torres@faa.gov
Non-FAA Party
Mark Coates
Port of Seattle
Seattle-Tacoma International Airport
17801 International Blvd
Seattle, WA 98158
Phone: 206-787-6864
Email: coates.m@portseattle.org
Non-FAA Party Technical Lead
Robert Kikillus
Seattle-Tacoma International Airport
17801 International Blvd.
Seattle, WA 98158
Phone: 206-787-6626
Email: kikillus.r@portseattle.org
ARTICLE 9. FUNDING AND PAYMENT
a. There is no transfer of funding between the parties anticipated for this project. POS will
provide in-kind contributions to include escorted access to the system, and data entry.
ARTICLE 10. CHANGES, MODIFICATIONS
Changes and/or modifications to this Agreement shall be in writing and signed by a FAA
Contracting Officer and the POS. 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.
ARTICLE 11. 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 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.
ARTICLE 12. 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 13. 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.
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 14. DISPUTES
Where possible, disputes will be resolved by informal discussion between the parties.
ARTICLE 15. WARRANTIES
Both parties make 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 16. INSURANCE
Each party must have full protection from and against all liability to third parties arising out of,
or related to, its performance of this Agreement. The parties assume no liability under this
Agreement for any losses arising out of any action or inaction by the other party, their
employees, or contractors, or any third party acting on their behalf. Each party agrees to hold the
other party harmless against any claim by third persons for injury, death or property damage
arising out of or in connection with its performance under this Agreement.
ARTICLE 17. LIMITATION OF LIABILITY
Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to
direct damages only up to the aggregate amount of $0 funding obligated under this Agreement at
the time the dispute arises. In no event shall either party be liable for claims for consequential,
punitive, special and incidental damages, claims for lost profits, or other indirect damages.
ARTICLE 18. 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.
AGREED:
Port of Seattle Federal Aviation Administration Contracting Officer
BY: ________________________ BY: ________________________
TITLE: _____________________ TITLE: _____________________
DATE: ______________________ DATE: _____________________
Federal Aviation Administration Technical Lead
BY: ________________________
TITLE: _____________________
DATE: _____________________
