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AJW-FN-ESA-20-SO-003827_05/20/2020 a., ,44, Kevin Madok, CPA i - l;. Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: June 2, 2020 TO: Beth Leto,Airports Business Manager At 1 FROM: Pamela G. Hance 541.C. SUBJECT: May 20th BOCC Meeting Enclosed are two duplicate originals of the following item, executed on behalf of Monroe County,for your handling: C16 Non-Federal Reimbursable Agreement with the Department of Transportation Federal Aviation Administration (FAA) in the amount of$77,990.17 to be prepaid to the FAA for the FAA to perform design reviews and construction inspections during the relocation of the electrical panel for Runway 27 Runway End Indicator lights (REIIs) at key West International Airport during die Taxiway A Rehabilitation and Lighting Rehabilitation Project.The FAA requires inspectors during the relocation of the FAA's equipment. The cost of this work is reimbursable under FAA Grant No. 3-12-0037-060-2019 (90%); FDOT Grant GI007 (596); and PFC 18 and/or Airport Operating Fund 404 (5%). Please be sure to return a fully executed duplicate original to our office once signed by the state. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Flodda 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 Agreement Number AJW-FN-ESA-20-SO-003827 NON-FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND MONROE COUNTY, FLORIDA KEY WEST INTERNATIONAL AIRPORT KEY WEST,FLORIDA WHEREAS,the Federal Aviation Administration (FAA)can furnish directly or by contract, material, supplies, equipment, and services which the Monroe County, Florida (Sponsor)requires, has funds available for, and has determined should be obtained from the FAA; WHEREAS, it has been determined that competition with the private sector for provision of such material, supplies, equipment, and services is minimal; the proposed activity will advance the FAA's mission; and the FAA has a unique capability that will be of benefit to the Sponsor while helping to advance the FAA's mission; WHEREAS,the authority for the FAA to furnish material, supplies, equipment, and services to the Sponsor upon a reimbursable payment basis is found in 49 U.S.C. § 106(1)(6)on such terms and conditions as the Administrator may consider necessary; NOW THEREFORE,the FAA and the Sponsor mutually agree as follows: ARTICLE 1. Parties The Parties to this Agreement are the FAA and Monroe County, Florida. ARTICLE 2. Type of Agreement This Agreement is an 'other transaction" authorized under 49 U.S.C. § 106(l)(6). It is not intended to be, nor will it be construed as, a partnership, corporation,joint venture or other business organization. ARTICLE 3. Scope A. The Project Sponsor will demolish the Upper Air Building at Key West International Airport. The electrical panel for the Runway 27 Runway End Identifier Lights (REILs) are connected to this building. With the demolition of this building,the electrical panel will be relocated north of Runway 9-27. This work will require FAA design reviews and construction oversite. Therefore, this Agreement is titled: Non-Federal Reimbursable Agreement V89 Page 1 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 Relocate Electrical Panel for Runway 27 REILs at Key West International Airport (EYW), Key West, Florida B. The FAA will perform the following activities: 1. Conduct a Site Survey of the existing location and new location of the relocated electrical panel. 2. Provide guidance,technical assistance and review design drawings and specifications for the relocation work. 3. Provide a resident engineer(RE) during construction. 4. Conduct a Contractors Acceptance Inspection (CAI) with the Project Sponsor for the relocation work. 5. Conduct a Joint Acceptance Inspection (JAI) with the local FAA personnel and clear all exceptions. C. The Sponsor will perform the following activities: 1. Accomplish contracting, construction and relocation of the electrical panel to north of Runway 9-27. 2. Participate in CAI and final JAI with FAA representatives and correct construction exceptions as noted. If exceptions are not corrected within 45 calendar days,the FAA will clear remaining CAI/JAI exceptions and charge the cost to the sponsor through the reimbursable agreement. All exceptions must be cleared or otherwise resolved before the agreement can be closed out. D. This agreement is in whole or in part funded with funding from an AIP grant [X] Yes [ ] No. If Yes, the grant date is: 08/19/2019 and the grant number is: 3-12-0037-060- 2019. If the grant information is not available at the time of agreement execution, the Sponsor will provide the grant information to the FAA when it becomes available. ARTICLE 4. Points of Contact A. FAA: 1. The FAA Eastern Service Area, Planning and Requirements will provide administrative oversight of this Agreement. Gregory Irvin is the Lead Planner and liaison with the Sponsor and can be reached at(404) 305-7164 or via email at gregory.irvin@faa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes that affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 2. The FAA Eastern Service Area, NAVAIDs Engineering Center will perform the scope of work included in this Agreement. Jerimiah Easley is the NAVAIDs Non-Federal Reimbursable Agreement V89 Page 2 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 Engineering Center Manager and liaison with the Sponsor and can be reached at (404) 305-7401 or via email at Jerimiah.easley@faa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes that affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 3. FAA Contracting Officer: The execution, amendment, and administration of this Agreement must be authorized and accomplished by the Contracting Officer, Gail Edwards who can be reached at(404) 305-5182 or via email at gail.edwards@faa.gov. B. Sponsor: Monroe County, Florida Attn: Richard Strickland, Director of Airports 3491 S. Roosevelt Blvd Key West, FL 33040 (305) 809-5210 ARTICLE 5. Non-Interference with Operations The Sponsor understands and hereby agrees that any relocation, replacement, or modification of any existing or future FAA facility, system, and/or equipment covered by this Agreement during its term or any renewal thereof made necessary by Sponsor improvements, changes, or other actions which in the FAA's opinion interfere with the technical and/or operations characteristics of an FAA facility, system, and/or piece of equipment will be at the expense of the Sponsor, except when such improvements or changes are made at the written request of the FAA. In the event such relocations, replacements, or modifications are necessitated due to causes not attributable to either the Sponsor or the FAA, the parties will determine funding responsibility. ARTICLE 6. Property Transfer A. To the extent that the Sponsor provides any material associated with the Project, and to the extent that performance of the requirements of this Project results in the creation of assets constructed, emplaced, or installed by the Sponsor, all such material (buildings, equipment, systems, components, cable enclosures, etc.) and assets will be transferred to and become the property of the FAA upon project completion. For purposes of this Article 6, "project completion" means that FAA has inspected the specific equipment or construction, and has accepted it as substantially complete and ready for use. The creation of an additional agreement will not be required, unless such other agreement is required by the laws of the state in which the subject property is located. The Sponsor and FAA acknowledge by execution of this agreement the FAA will accept the fundamental responsibilities of ownership by assuming all operations and maintenance requirements for all property transferred to the FAA. The transfer of asset(s) will occur on the date the asset(s) is placed in Non-Federal Reimbursable Agreement V89 page 3 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 service. It has been determined the subject transfer(s)to FAA is in the best interest of both the Sponsor and FAA. B. In order to ensure that the assets and materials subject to this Article remain fully accounted-for and operational,the Sponsor will provide the FAA any additional documents and publications that will enhance the FAA's ability to manage, maintain and track the assets being transferred. Examples may include, but are not limited to, operator manuals, maintenance publications, warranties, inspection reports, etc. These documents will be considered required hand-off items upon Project completion. ARTICLE 7. Estimated Costs The estimated FAA costs associated with this Agreement are as follows: DESCRIPTION OF REIMBURSABLE ITEM ESTIMATED COST Labor WB4020 Engineering $18,880.00 WB4050 Construction $22,000.00 WB4070 JAI/Commissionin Closeout $5,280.00 Labor Subtotal $46,160.00 Labor Overhead $7,308.67 Total Labor $53,468.67 Non-Labor Travel WB4020 $4,968.00 Travel WB050 $14,425.00 Travel WB4070 $3,312.00 Non-Labor Subtotal $22,705.00 Non-Labor Overhead $1,816.40 Total Non-Labor $24,521.40 TOTAL ESTIMATED COST $77,990.07 ARTICLE 8. Period of Agreement and Effective Date The effective date of this Agreement is the date of the last signature. 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. This Agreement will not extend more than five years beyond its effective date. Non-Federal Reimbursable Agreement V89 Page 4 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 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 submit full advance payment in the amount stated in Article 7 to the Reimbursable Receipts Team listed in Section C of this Article. The advance payment will be held as a non-interest bearing deposit. Such advance payment by the Sponsor must be received before the FAA incurs any obligation to implement this Agreement. Upon completion of this Agreement, the final costs will be netted against the advance payment and, as appropriate, a refund or final bill will be sent to the sponsor. Per U.S. Treasury guidelines, refunds under$1.00 will not be processed. Additionally, FAA will not bill the sponsor for amounts less than $1.00. B. The Sponsor certifies that arrangements for sufficient funding have been made to cover the estimated costs of the Agreement. C. The Reimbursable Receipts team is identified by the FAA as the billing office for this Agreement. The preferred method of payment for this agreement is via Pay.Gov. The sponsor can use a check or credit card to provide funding in this manner and receipt- processing time is typically within 3 working days. Alternatively, the sponsor can mail the payment to the address shown below. When submitting funding by mail,the Sponsor must include a copy of the executed Agreement and the full advance payment. All payments mailed to the FAA must include the Agreement number, Agreement name, Sponsor name, and project location. Payments submitted by mail are subject to receipt-processing delay of up to 10 working days. FAA payment remittance address using USPS or overnight method is: Federal Aviation Administration Reimbursable Receipts Team 800 Independence Ave S.W. Attn: Rm 612 Washington D.C. 20591 Telephone: (202) 267-1307 The Sponsor hereby identifies the office to which the FAA will render bills for the project costs incurred as: Monroe County, Florida Attn: Mr. Richard Strickland, Director of Airports 3491 S. Roosevelt Blvd Key West, FL 33040 (305) 809-5210 D. The FAA will provide a quarterly Statement of Account of costs incurred against the advance payment. Non-Federal Reimbursable Agreement V89 Page 5 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 E. The cost estimates contained in Article 7 are expected to be the maximum costs associated with this Agreement, but may be amended to recover the FAA's actual costs. If during the course of this Agreement actual costs are expected to exceed the estimated costs,the FAA will notify the Sponsor immediately. The FAA will also provide the Sponsor an amendment to the Agreement which includes the FAA's additional costs. The Sponsor agrees to prepay the entire estimated cost of the amendment. The Sponsor will send a copy of the executed amendment to the Agreement to the Reimbursable Receipts Team with the additional advance payment. Work identified in the amendment 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 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 10. Changes and Amendments Changes and/or amendments to this Agreement will be formalized by a written amendment that will outline in detail the exact nature of the change. Any amendment to this Agreement will be executed in writing and signed by the authorized representative of each party. The parties signing this Agreement and any subsequent amendment(s) represent that each has the authority to execute the same on behalf of their respective organizations. No oral statement by any person will be interpreted as amending or otherwise affecting the terms of the Agreement. Any party to this Agreement may request that it be amended, whereupon the parties will consult to consider such amendments. 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 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. Payment of amounts due and owing may include all costs reimbursable under this Agreement, not previously paid, for the performance of this Agreement before the effective date of the termination; the total cost of terminating and settling contracts entered into by the FAA for the purpose of this Agreement; and any other costs necessary to terminate this Agreement. Upon receipt of a notice of termination,the receiving party will take immediate steps to stop the accrual of any additional obligations which might require payment. All funds due after termination will be netted against the advance payment and, as appropriate, a refund or bill will be issued. ARTICLE 12. Order of Precedence If attachments are included in this Agreement and in the event of any inconsistency between the attachments and the terms of this Agreement,the inconsistency will be resolved by giving preference in the following order: Non-Federal Reimbursable Agreement V89 Page 6 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 A. This Agreement B. The attachments ARTICLE 13. Legal Authority This Agreement is entered into under the authority of 49 U.S.C. § 106(1)(6), which authorizes the Administrator of the FAA to enter into and perform such contracts, leases, cooperative agreements and other transactions as may be necessary to carry out the 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 Where possible, disputes will be resolved by informal discussion between the parties. In the event the parties are unable to resolve any dispute through good faith negotiations,the dispute will be resolved by alternative dispute resolution using a method to be agreed upon by the parties. The outcome of the alternative dispute resolution will be final unless it is timely appealed to the Administrator, whose decision is not subject to further administrative review and, to the extent permitted by law, is final and binding(see 49 U.S.C. § 46110). ARTICLE 15. Warranties The 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 16. Insurance The Sponsor will arrange by insurance or otherwise for the full protection of itself 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 the Sponsor, its employees, or contractors, or any third party acting on its behalf. ARTICLE 17. Limitation of Liability To the extent permitted by law,the Sponsor agrees to indemnify and hold harmless the FAA, its officers, agents and employees from all causes of action, suits or claims arising out of the work performed under this Agreement. However,to the extent that such claim 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 Non-Federal Reimbursable Agreement V89 Page 7 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 seq., will control. The FAA assumes no liability for any losses arising out of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its 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 18. Civil Rights Act The Sponsor will comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in federally assisted programs. GENERAL CIVIL RIGHTS PROVISIONS: The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor(hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, 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, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information Non-Federal Reimbursable Agreement V89 Page 8 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition,the Contractor may request the United States to enter into the litigation to protect the interests of the United States. ARTICLE 19. Protection of Information The parties agree that they will take appropriate measures to identify and protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement. ARTICLE 20. Security In the event that the security office determines that the security requirements under FAA Order 1600.72A applies to work under this Agreement, the FAA is responsible for ensuring that security requirements, including compliance with AMS clause 3.14.2.1, Contractor Personnel Suitability Requirements are met. ARTICLE 21. Entire Agreement This document is the entire Agreement of the parties, who accept the terms of this Agreement as shown by their signatures below. In the event the parties duly execute any amendment to this Agreement, the terms of such amendment will supersede the terms of this Agreement to the extent of any inconsistency. Each party acknowledges participation in the negotiations and drafting of this Agreement and any amendments thereto, and,accordingly that this Agreement will not be construed more stringently against one party than against the other. If this Agreement is not executed by the Sponsor Non-Federal Reimbursable Agreement V89 Page 9 of 10 Agreement Number AJW-FN-ESA-20-SO-003827 within 120 calendar days after the FAA transmits it to the Sponsor,the terms contained and set forth in this Agreement shall be null and void. Additionally, the FAA expects this agreement to be funded within 120 days of execution, if funding is not received by that date; the FAA may exercise the right to renegotiate estimated costs. AGREED: FEDERAL AVIATION MONROE COUNTY, FLORIDA ADMINISTRATION signed by SIGNATURE GAIL P GAILPIEDWARDSS SIGNATURE jdf&�' EDWARDSD9�:2020.oo8 NAME NAME athe C ruthers TITLE Contracting Officer 'l'ITL ayor/ airman DATE DA � Q5/20/2020 (SEAL) ATTEST: KEVIN MADOK, CLERK BY: A Deputy Clerk ArAOV"0 7 E FORM a PED 3 25/20 Non-Federal Reimbursable Agreement V89 Page 10 of 10