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.





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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.

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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. 











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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
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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
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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,


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NorrFederal Reimbursable Agreement V7!!-

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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


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