5d Attach 1
Item No.: 5d Date of Meeting: December 4, 2012 Agreement Number AJWFNWSAH09~0669 NONFEDERAL REMEURSAELE AGREEMENT BETWEEN DEPARTMENT OF TRANSPURTATION FEDERAL AVilATIUN ADMINHSTRATEON AND PORT @E SEATTLE SEATTLE, WA " SEATTLETACOMA 1N1E11NA110N111' 0111 Hfii A": - "it. _ :1... WHEREAS, the Federal Aviation Administration$11111" iii, 7),"dim furnishiiiillrnrectly or by cont1act, material, supplies, equipment, and se1vid's which the Po1t of bettle (Sponsor) " 1equi1es, has funds available for, and has dete.1. (1 3110111 obtained 110,75'" ' t "be I! I . IiiI . hiilillinm '7"tithepiivate secttii' for WHEREAS, it has been determined that competitioo'11'i 111111" provision of such material, supplies e uipment, and services is minimal; the ploposed mil, iii'i'"" llxyir. . " activity will advance the FAA'3 111133161, dtheFAAhas be of benet to the Sponsor while helpi A" isl'mlssmn, 1111"1 WHEREAS, the authoritylfmthe FAA 1611111- 'Jlfm, "11.111". services to the Sponsoipupoi'ifaTIIreunbursableiayment ba's'ts18 found111 49 U.S.C. 106(1)(6) on such ttiii":V'sandconditions as the'i; dminis'nator may consider necessaiyj . 4!an 511111 ii: iii)!"1%,"! i/liil}., Rah "117' f": NOW THEREFORE, e Sponsoimutually ag1ee as follows: "1'11"" ..m {Il'l'prvlll if" lat: 111int are tn ' AA and Peit of Seattle. 111 11111 e 01' Agriifement '_ , 1. ' H'ti'iia'r tlansaction' authOIized undel 49 U.S.C. 106(l)(6). It1s not N111 - This Agreement13" intended to be, n01 "nilit be construed as, a partnership, corpmation, joint ventme 01 other business organization. Non-Federal Reimbursable Agreement V74l . Page 1 of 8 1 1/1 4/2012 Agreement Number AJWPNWSA09~0669 AR'HCILE 3.' Scope A. The purpose of this Agreement between the FAA and Sponsor is to provide for funding for FAA services limited to labor and expenses required to perform V 131eliininaly engineering for future implementation of the Sponsor'3 Cargo 2 West Hardstand Expansion project that will necessitate the relocation of the Airport Suiface Detection Equipment Model X (ASDEX) Remote Unit number 7 (RU No 7). The preliminary engineeringincludes technical consultation, site visit, feasibility assessments, project planning, review of Sponsor provided design package and will define the scope and estimated costs for t1-1e design,- construction, and installation necessary f01 the relocation of the ASDE11.1X"RU No.7 by FAA. ' N0 government furnished equipment or implementatid'i'i1.ervices will be provided 1111-- under this agreement at this time. ItIS anticipated,11},ttittt 'e'i"FAA and the Sponsor "1.1111111 will enter into a modification of this agreementto'i'cover folli311Ion design, 111111111 11 ' construction, and installation costs followrngweinpletion of t I . engineering. Therefore, the Agrcement is- yitled: iMinn-"r1 if, "ii-ii" b tion 'of ASDEX'JRU No.7 A. FAA: "1-1 11:1 11 Ceritb'i - l. ' The FAA Surv11111111111111 eather Engineficimg .. Seattle, will perform the 5 Scope of W11111d]nclude111311 this Agreement Scott MenezesIS the Engineer and can be leachedij'gira phone!" (425) 227248,3 01 via email at scott.1nenezes@hf"aI1,l11' 1' 'J-xkiiiim[Filiiij II i141l-a11ner for this agreement and can be reached Via phone H"hmall at mikB-hjones@faa.gOV. 1.11111.111 ' 1.111111 Wauthdi'iized to make any commitment, or otherwise obligate 1.1! "I Ht151 the F which affect the estimated cost, period of or authoripze any changes a Ce or othei teims and conditions of this Agreement. '1 1111111 .I a Z. FAA Contrac'l, g Officer: The execution, modification, and administration of this Agreement rriiist be authorized and accomplished by the Contracting Officer, Bilinda Williams, who can be reached via phone at (425) 227-2057 01 Via email at linda.c.williams @faa.gov. Non-Federal Reimbursable Agreement V74 Page 2 of 8 ' 1111412012 Agreement Number AJW~FN~WSA-09-0669 ' 13. Port of Seattle: Port of Seattle Attn: Ralph L. Wessels, PE PO. Box 68727 Seattle, WA 98168 Phone 2067875388 _ Email: Wessels.R@portseattle.org The ProjectManager fo1 this project is Janene Axt a phone at 206~7 876745 01 via email at axt."j @ 301st-iii . Miii 4",] i1". "' Wt; 1.. The Environmental Program Manager forthis{angled1s Steiieiriybolt and he can be 1eached Via phone at 206-7875527 0' Y'1'a"email at rybolts@ii'l1:|its.eatt1e org. . ' . ,1 . . In": "it! , futuie111W? modification of any existing or . "' this Agreement during its term or any r'e"'11" improvements, changes, or other actionsWhich .fs'or, excepts. hen suchimpiovements 01 changes are madea!.-' of the"FAA In the event such relocations, Him .1"?"Ii-(quest., ieplacements, or -' "rt- necessnatedllehieto causes not attiibutable to either the . 1'!" eteinuneljiunding 1e3ponsibi1ity. "I " ' "fits ' Not Aipllieabte ARTECMsits" P11 0 Tmm'tttl'1.1 Ft.- . , " .1 1.1: "tug; - ii 1,111 The estimate With this Agleement are as :IrAA prehmminy enginee1ing costs associatedVIII "it5 "I'll", follows: I11' Description] f Reimbursable Item Estimated Cost ' Subtotal $ . 23,715.42 Uverhead (26.5%) M284 Total Estimated (Cost $ 30,00000 ARTICLE 8. Period ofAgreement and Effective Date This Agreement supersedes and nullifies any previous agreements between the parties on ' the subject matter. The effective date of this Agreement is the date of the last signature. Non~Federal Reimbursable Agreement V74 Page 3 of 8 11/1412012 Agreement Number A]WFN~WSA~09~0669 This Agreement is considered complete when the final invoice is provided to the Sponsor and a refund is sent or payment is received as provided for in Article 9, Section E of this Agreement. Under no circumstances will this Agreement extend five years beyond its effective date. ARTICLE 9. Reimbursement and Accounting Arrangements A. The Sponsor agrees to prepay the entire estimated cost of the Agreement. The Sponsor will Send a copy of the executed Agreement and full advance payment in the . amount stated in Article 7 to the Accounting Division listed i ection C of this Article. The advance payment will be held as a non 'iii'iing deposit. Such ' iii adVance payment by the Sponsor must be received beforrwf FAA incurs any 3151' " obligation to implement this Agreement. Non-Federal Reimbursabte Agreement V74 Page 4 of 8 1'3/14/2012 Agreement Number AJW~FNWSA-090669 B. The Sponsor certifies that arrangements for sufficient funding have been made to cover the estimated costs of the Agreement. for this C. The Accounting Division18 identified by the FAA as the billing office Agreement The Sponsm will send a copy of the executed Agreement and the full advance payment to the Accounting Division shown below. All payments must include the Agreement number, Agreement name, Sponsor name, and project location. The mailing address13: FAA Mike Monroney Ae1onautical Center Attn: AMZ330, Reimbursable Project Team PO. Box 25082 Oklahoma City, OK 73125 The overnight mailing addressis: 6500 S. MacArthur Blvd. Oklahoma City, OK 73169 11% ' Telephone: 405954-3002 '~5'11"."111 tow The Sponsor hereby identifies the offiCe Seattle2.; Phiii'ile "Ill-[#9. associated with th1s Ag1eement, but may be modified to 1ecove1 the FAA's actual costs. If during tiie course of this Ag1eement actual costs are expected to exceed the estimated costs, the FAA will notify the Sponsor immediately. The FAA will also provide the Sponsor a modification to the Agreement which includes the FAA'S additional costs The Sponsor agrees to prepay the entiie estimated cost of the modification. The Sponsor will send a copy of the executed modification to the Agreement to the FAA-Mike Monroney Aeronautical Center with the additional advance payment. Work identified in the modification cannot start until receipt of the additional advance payment. In addition, in the event that a contractor performing work pursuant to the scope of this Agreement brings a claim against the FAA and the Non-Federal Reimbursable Agreement V74 . Page 5 018 . 11 1'1 4/2012 Agreement Number AJW"FN-WSA~090669 FAA incurs additional costs as a result of the claim, the Sponsor agrees to reimburse the FAA for the additional costs incurred whether or not a final bill or a refund has been sent. ARTICLE Min Changes and Modifications Changes and/or modications to this Agreement will be formalized by a written modification that will outlinein detail the exact nature of the change. Any modification to this Agreement will be executed1n w11t1ng and signed by the authorized 1epresentative of each party. The 13211ties signing this Agreement and any subsequnt modification(s) behalf"ofrthen resPective that each has the authority to execute the same on represent --ied as modifying 01 Agreement may willcdn'suit to iiiiiiisAIIIII. request that itbe modied, whereupon the parties 11' l' u" modifications. , ARTICLE 11. Termination "trim [Hilfii"1'In" 1!]:er In addition to any othe1 termination rights provided b 1' His Agreement,eithe1 paity may ' 'i 'ligation " and withoutincurring anyliabiiity or to the termi ed arty othei than 1...."1'11' 9 on or prior to the termination date, by giv- g the ii. .1:- of termination Payment of ainoun 3 written notice Agreement before?:J 11d)" atetof the teinnnation the total cost of teiminating and ii"iii".nto b"it ." 'ihe FAA for tli settling contracts en of this Agreement; and any {puipose Je'h' ' to' a other costs necessary ' a notice of "'e'lftlhfli' if}: g1ee1ne . Upon receipt of ceivingi)fiii-t"1 "Witt"diate steps to stop the acc1ual of in11- any iiigaint thead:Jl-rtit.ce Payri'and as approp1iate,arefund 01 bill will be issuedn,,,i.\>,{ : .. henette {lii'iiiib'i| "'I'"In . I in "Arr ' iii 01rder of lecodence ., I 1,1- it If attachments a'r .1 ,clude'dinn this Agreement andin the event of any inconsistency between the attach ' stand the terms of this Agieement, the inconsistency will be resolved by giving preference in the following order: A. This Agreement B. The attachments I Non-Federal Reimbursable Agreement V71!- " Page 6 01'8 , ' 41/14/2012 Agreement Number AJWFNWSA09-0669 ARTECLE 13. Legal Authority This Agreement is entered into under the authority of 49 U.S.C. 106(l)(6), which authorizes the Administrator of the FAA to enter into and perform such contracts, leases, to carry out the cooperative agreements and other transactions as may be necessary functions of the Administrator and the Administration on such terms and conditions as the Administrator may consider appropriate. Nothing'in this Agreement will be construed as incorporating by reference or implication any provision of Federal ' acquisition law or regulation. ARTICLE 14. Disputes upon by the parties. The outcome of the alternatijylimiiispuie resolution it is timely appealed to the Administrator, whqgfiai'ihlrfcision'is not subject t it" "is: atii, 4.";qu . . i. v administrative review and, to the extent permitte 131W; Ff'irplnpal and bindnpig (see 49 U.S.C. 46110). ARTECLE 115. Warranties . Jr. ter arising under this any ma as for a particular purpose of , ,, 0" under ice, or softwi, re that may be provided , :1"! "iii.I . I, 'iuiig'i : "' "i ii"l [in l|I ' " The Sponc'iii'ivrl air ' nce or otherwise for the full protection of itself from d. $1111 p related to, its performance of this .-'. usiarising out of, or as dines no ability under this Agreement for any losses arising aural" ii- ~ . . its employees, 01 contractors, or any third. . . . . out of any, .on 01 inactlolr'igipy the Sponsor, I party acting behalf. W1 {iii} " "a of Liability l fi liiil To the extent permitied bylaw, the Sponsor agrees to'indeinnify and hold harmless the ' FAA, its officers, agents and employees from all causes of action, suits or claims arising the extent that such claim out of the work performed under this Agreement. However, to is determined to have arisen from the act or omission by an officer, agent, or employee of the FAA acting within the scope of his or her employment, this hold harmless obligation will not apply and the provisions of the Federal Tort Claims Act, 28 U.S.C. 2671, et for any losses arising out of any action seq., will control. The FAA assumes no liability its employees, or contractors, or any third party acting on its or inaction by the Sponsor, ' ' Page 7 of 8 NorrFederal Reimbursable Agreement V7!!- 1 1/14/201 2 Agreement Number AJW~FNWSA09O669 behalf. In no event will the FAA be liable for-claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages. ARTICLE 13. Civil Rights Act The Sponsor will comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in federally assisted programs. ARTTCLE 19. Protection of Inammation pOSSession as a lesult of this Agreement. ARTICLE 20. Security " "Iii: '15.!i1e seemity lequiremei'i.1 .. 1'1f G: t (#IFAAIS IBSPOHSIiZ) e fo1 l ensming that security 1equi1'ements, including comp Us"1 I ' (January, G)-11) are met. wements M119: *Wee null and void. FEDERAUAVIATION PORT OF SEATTLE ADMTNTSTRATJION SIGNATURE SIGNATURE NAME Erlinda Williams NAME TITLE Contracting Officer TITLE DATE DATE Non~Federal Reimbursable Agreement V74 - Page 8 of.8 11/14/2012
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