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HomeMy WebLinkAbout10/15/2025 Agreement 70TO 1025T7672NO 11 Design OTA Key West International Airport(EYW) Page 1 of 20 Qr Transportation Security OTHER TRANSACTION AGREEMENT Administration OTA NUMBER REQUISITION NUMBER 70T01025T7672N011 PR257672AO19 ISSUED TO ISSUED BY Key West International Airport Janine Sherbondy, Contracting Officer 3491 S Roosevelt Blvd Transportation Security Administration Key West, FL 33040 6595 Springfield Center Drive Springfield, VA 20598 UEI: SC8XYK4KPPB7 Email: Janine.Sherbondy ,tsaAhs. ov PROGRAM TITLE Program Office: Acquisition Program Management Program: Electronic Baggage Screening Program Period of Performance: 36 months from date of award PSC: C1BE, Architect and Engineering—Construction: Airport Terminals NAICS: 488190 FISCAL DATA Accounting Line: 202515385000B0125XXDMIF300F310F00017672000000IT25D2406001251001 16100000017 6720000001720AP5XCF4101010310000001000000100000010101010 Obligated Amount: $518,890.91 PURPOSE See followin a es. AUTHORIZED SIGNATURES IN WITNESS WHEREOF, the Parties have entered into this Agreement by their duly authorized officers. SOPH IA L Digitally signed by SOPHIA L WOODWARD WOODWARD Date:2025.09.10 08:05:45-04'00' 09.04.2025 Signature Date Contracting Officer's Signature Date Richard Strickland,Executive Director of Airports Sophia Woodw d TSA Contracting Officer PRINTED NAME AND TITLE PRINTED NAME AND TITLE N ROE COUNTY ED NEY PED J. SIFT LINTY ATTORNEY Date 9/8/25 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 2 of 20 ARTICLE I- PARTIES This Other Transaction Agreement (hereinafter referred to as "Agreement" or "OTA") is entered into between the U.S. Department of Homeland Security, Transportation Security Administration (hereinafter referred to as "TSA") and Key West International Airport (hereinafter referred to as the "PROJECT SPONSOR") relating to the Key West International Airport(EYW). The TSA and the PROJECT SPONSOR agree to cooperate in good faith and to perform their respective obligations using their cooperative good faith efforts in executing the purpose of this Agreement. ARTICLE II—LEGAL AUTHORITY TSA enters into this Agreement under the authority of the Aviation and Transportation Security Act, Pub. L. 107-71, 115 Stat. 597, specifically 49 U.S.C. §§ 106(0(6) and 114(m)(1), which authorizes agreements and other transactions on such terms and conditions as the Administrator determines necessary. The PROJECT SPONSOR enters into this Agreement under the applicable State law governing its contracting authority. ARTICLE III— SCOPE The purpose of this Agreement is to set forth the terms and conditions, as well as establish the respective cost-sharing obligations and responsibilities of TSA and the PROJECT SPONSOR with respect to the design services necessary to construct an inline Checked Baggage Inspection System (CBIS) utilizing Explosive Detection Systems (EDS) at the Airport. The design services will result in 100% drawings and specifications and will be submitted in accordance with the published TSA Planning Design Guidelines and Design Standards (PGDS)version in effect at the time of formal confirmation from TSA of the receipt of the complete 30% detailed design package.' This Design Services Project requires the PROJECT SPONSOR to provide the architect and engineering services to develop the design and construction specifications to install the inline CBIS within the EYW Main Terminal (hereinafter "the Project"). The design will address Airport Terminal modifications required to incorporate the CBIS, including required changes to the baggage conveyor components and programming, mechanical, plumbing, electrical, architectural, and telecommunications, or other infrastructure required for the installation and the integration of the Transportation Security Equipment(TSE) and associated hardware and software,TSE is defined as screening equipment deployed and maintained by TSA to screen the traveling public and their possessions or goods. The Project will also encompass the design of Checked Baggage Resolution Areas (CBRAs) and an On-Screen Resolution (OSR) Room. The objective of this Agreement is to provide the design documents and specifications to identify the scope of work required to install an inline CBIS in order to enhance the security and baggage screening capabilities at the Airport. The TSA detailed design deliverables for each Design Phase to be provided by the PROJECT SPONSOR are outlined in the PGDS. The Design Phases include: 1. Pre-Design Phase 2. Schematic Design Phase ' This is available on sam.gov to registered users(search for PGDS)or may be obtained from the Contracting Officer or the Contracting Officer's Representative upon request. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 3 of 20 3. Detailed Design Phase a. 30%Design Submittals and associated deliverables b. 70%Design Submittals and associated deliverables c. 100%Design Submittals and associated deliverables 4. Construction Bid proposal documentation including contract solicitation, requirements issued to prospective contractors,bid specifications, and other applicable documents that complete the local request for proposal package. 5. Construction Bid proposal evaluation. Before the PROJECT SPONSOR may proceed from one Design Phase to the next, it must receive TSA's written approval. Any future allowable, allocable, and reasonable costs for CBIS construction, project management, construction management, and commissioning/site acceptance testing are anticipated to be funded through a separate agreement between the PROJECT SPONSOR and TSA. This Agreement shall not be construed to obligate TSA, in any manner, to provide construction cost funding or obligate TSA to enter into an Agreement with the PROJECT SPONSOR for reimbursement of construction costs related to the CBIS Project. TSA funding for the construction portion of the CBIS Project is subject to the Congressional authorization and appropriation budget process. ARTICLE IV—RESPONSIBILITIES A. Cost Sharing 1. Capital Costs: The estimated cost of the Project refers to the design services to be completed by the PROJECT SPONSOR to develop the necessary design documents for the construction modifications needing to be made to the Terminal building and associated baggage conveyor system to support the CBIS installation. It does not include the costs of acquisition, delivery, or installation of the EDS and ETD systems themselves. All work performed by the PROJECT SPONSOR pursuant to this Agreement shall be accomplished in accordance with the TSA PGDS version in effect at the time of formal confirmation from TSA of the receipt of the complete 30% detailed design package and in accordance with the applicable local Building Standards and Criteria. 2. The estimated cost for TSA's allowable, allocable, and reasonable portion of the design services for the Project is $546,200.96. TSA agrees to reimburse the PROJECT SPONSOR for ninety-five percent percent (95%) of the allowable, allocable, and reasonable costs of the design services for the Project, not to exceed a total reimbursement of$518,890.91 (calculated as 95 % of$546,200.96). 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 4 of 20 3. TSA will determine allowable, allocable, and reasonable costs in accordance with the DHS Guidance in 2 C.F.R. Part 3002 "Uniform Administrative Requirements, Cost Principles, and Audit Requirements For Federal Awards" which adopts the OMB guidance codified at 2 C.F.R. Part 200 (Subpart E — Cost Principles) and The Electronic Baggage Screening Program TSA Funding of Checked Baggage Inspection System Projects Costs version 7.0 ("Funding Policy Memo"). TSA will reimburse the PROJECT SPONSOR on an actual expense basis supported by one or more invoices submitted by the PROJECT SPONSOR in accordance with Article VIII of this Agreement, "Billing Procedure and Payment." The parties understand and agree that all Project costs in excess of the TSA Reimbursement Limit as well as any costs that are inconsistent with OMB guidance codified at 2 C.F.R. Part 200 (Subpart E—Cost Principles) and the guidance set forth in PGDS and The Funding Policy Memo version 8.0, shall be borne solely by the PROJECT SPONSOR unless otherwise agreed by the TSA in a written modification in accordance with this Article IV and Article XIV "Changes and/or Modifications." Should TSA reimbursements as adjusted pursuant to Article XIV, represent more than 95 % percent of the final allowable and allocable, and reasonable Project costs, the PROJECT SPONSOR will refund TSA sufficient funds that TSA's total reimbursement will equal no more than 95 % of the final allowable, allocable, and reasonable Project costs. 4. All costs requested for reimbursement must satisfy the requirements of OMB guidance codified at 2 C.F.R. Part 200 (Subpart E—Cost Principles) and The Funding Policy Memo version 7.0. In general, the costs for which TSA will provide reimbursement under this Agreement are limited to those costs associated with Design Deliverables mandated by PGDS and"TSA PGDS Design and Construction Deliverables Checklist." The Funding Policy Memo version 7.0 provides guidance regarding the reimbursable costs for TSA CBIS Projects. 5. The PROJECT SPONSOR shall submit any changes to the authorized amount in the OTA, in writing, to the TSA Contracting Officer Representative (COR) and the TSA Contracting Officer (CO) for approval and modification of the OTA, in accordance with Article XIV, prior to any work starting. 6. The PROJECT SPONSOR shall submit any requests for the utilization of contingency funds, in writing, to the TSA COR, and receive written approval to proceed with the work prior to any work starting, in accordance with Article XIV. 7. Timely invoicing and management of costs is critical to TSA's portfolio management. The specific cost sharing adjustments are outlined in Article VIII—"Billing Procedure and Payment." B. Project Responsibilities The primary Project responsibilities of TSA and the PROJECT SPONSOR are outlined below. The Project will be overseen by the PROJECT SPONSOR. i. TSA Responsibilities 1. Upon request by the PROJECT SPONSOR, TSA will provide the PROJECT SPONSOR with the following historical data for the Airport: a. Bag information reports (a.k.a. FDRS reports)for all the EDS, if available 2. TSA reserves the right to determine the number, manufacturer, and model of EDS units to be 70T01025T7672N011 Design OTA Key West International Airport(EYW) Page 5 of 20 used in the Project at the Airport and will notify the PROJECT SPONSOR of any requests to incorporate specific EDS models into the Project at the earliest possible time. If TSA requests that the PROJECT SPONSOR make changes to an alternative solution or perform any other work to accommodate a request by TSA for a specific EDS model after TSA approves the 30% Design submission, the PROJECT SPONSOR shall be entitled to full reimbursement of its costs to make such changes or perform such work. This provision does not apply to such changes made prior to TSA approval of the 30%Design submission. 3. TSA will review and concur in writing,within project defined review times,with the Project design, plans, and specifications for all design packages, required in this OTA, based upon the standards and guidelines in the PGDS version in effect at the time of formal confirmation from TSA of the receipt of the complete 30% detailed design package. 4. TSA will provide the general EDS specification(s) once an EDS OEM has been selected for the Project. 5. TSA will provide EDS Original Equipment Manufacturer Technical Advisory Support Services to the PROJECT SPONSOR regarding integration of the EDS machines into the BHS. 6. TSA will review and consider requested changes to the design and associated costs. ii. PROJECT SPONSOR Responsibilities 1. Except for the responsibilities of TSA, as outlined above,the Project will be managed and overseen by the PROJECT SPONSOR. The PROJECT SPONSOR, acting through such contractors as it may engage, using the PROJECT SPONSOR's procurement process, will provide the engineering and design services necessary for successful completion of the Project. The PROJECT SPONSOR will provide oversight of such contractor(s)to ensure the Project conforms to the TSA design guidelines identified in the PGDS version in effect at the time of formal confirmation from TSA of the receipt of the complete 30% detailed design package and is completed within the project schedule established by the PROJECT SPONSOR and provided to TSA no later than 30 calendar days after the PROJECT SPONSOR awards the design contract. 2. The PROJECT SPONSOR must receive concurrence from TSA at each stage of the design review in order to proceed to the next design review stage. 3. The PROJECT SPONSOR shall provide a budgetary construction cost estimate with the 30%, 70%, and subsequent 100% design packages for the Project. The cost estimate will be submitted in the Current Working Estimate (CWE) form presented in PGDS and include a Basis of Estimate (BOE) document that will provide a detailed costs breakdown for each of the divisions within the CWE. The BOE will be used by TSA to validate the allocable costs for the project through design. 4. The PROJECT SPONSOR shall obtain all necessary licenses, insurance, permits and approvals during performance of the Project. 5. The PROJECT SPONSOR shall ensure the EDS Original Equipment Manufacturer(EDS OEM) site planning, installation, integration and networking guidelines are incorporated into the design to ensure operational, maintenance and environmental specifications are met. 6. The PROJECT SPONSOR shall ensure that all connections between the EDS equipment and the baggage handling system meet the requirements of the EDS OEM integration guide, and that TSA cabling guidelines as given in the PGDS are followed for any connections. The PROJECT SPONSOR or their authorized representative shall coordinate all activities 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 6 of 20 involving such connections directly with the EDS OEM. If questions or concerns about the data connection or any of the relevant requirements arise, the PROJECT SPONSOR shall communicate the issue/concern with the TSA COR. 7. The PROJECT SPONSOR shall provide reasonable measures to protect the EDS and ETD equipment from unauthorized access, harm, theft, and water intrusion in the screening area within the design and phasing plan. 8. The PROJECT SPONSOR shall incorporate heating, ventilation, and air conditioning into the design as well as OSHA requirements for those spaces occupied by TSA personnel. 9. The PROJECT SPONSOR shall ensure that all applicable TSA Security Technology Integrated Program data requirements are incorporated into the design in accordance with the PGDS. 10. The PROJECT SPONSOR shall submit the deliverables identified in Appendix B by the due dates prescribed. 11. The PROJECT SPONSOR shall develop and maintain a project schedule, which includes the EDS delivery dates. This information will be used by TSA to plan for the EDS procurement, which starts at least 540 days in advance of the EDS delivery date. Failure to comply with this requirement will result in TSA's inability to procure the EDS in a timely manner, and lead to project delays. ARTICLE V- EFFECTIVE DATE AND TERM The term of this Agreement shall be 36 months from the date of execution of the Agreement , unless earlier terminated by the parties pursuant to Article XIII"Termination" as provided herein or extended by mutual agreement pursuant to Article XIV "Changes and/or Modifications", in order to allow the PROJECT SPONSOR time to submit a final invoice, close out the Project, and address any other issues. In accordance with Section C4 of The Funding Policy Memo version 7.0, costs incurred, including work performed outside the term of this Agreement, are not eligible for reimbursement. The PROJECT SPONSOR will establish and provide to the TSA COR and TSA CO, no later than 30 calendar days after the PROJECT SPONSOR awards the design contract,Project Milestones that allow objective measurement of progress toward Project completion. TSA maintains the right to identify any additional Project Milestones to be tracked by the PROJECT SPONSOR. ARTICLE VI—ACCEPTANCE AND PROJECT COMPLETION TSA will deem the Project complete upon review and approval of the 100% design package for the CBIS, OSR and CBRA for each Terminal, and submission of construction bid information to TSA. The design must conform to TSA's PGDS version in effect at the time of formal confirmation from TSA of the receipt of the complete 30% detailed design package. Successful completion requires the correction of any non-conformances, deficiencies or other comments that require adjudication identified during the design review process. TSA will release the funds retained pursuant to Article VIII only after approval of the 100% design package, all deficiencies have been corrected and all outstanding comments addressed, and construction bid information has been accepted by TSA. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 7 of 20 ARTICLE VII- FUNDING AND LIMITATIONS TSA will provide funding to the PROJECT SPONSOR in an amount not to exceed $518,890.91 (TSA Reimbursement Limit). Funds are hereby obligated and made available for payment for performance, as outlined below, under this Agreement: Project Cost Share 95% Allocable Project Costs (w/o contingency) $518,890.91 Calculate with Cost Share Contingency Funding Calculate with Cost Share): $0.00 Total OTA Obligation: $518,890.91 Expenses incurred in executing the work identified herein are chargeable to: PR: PR257672AO19 Accounting Line: 202515385000B0125XXDMIF300F310F00017672000000IT25D2406001251001 16100000017 6720000001720AP5XCF4101010310000001000000100000010101010 Amount: $518,890.91 In the event of expiration or termination of this Agreement pursuant to Article V—Effective Date and Term or Article XIII - Termination, any TSA funds that have not been spent or incurred for allowable expenses prior to the date of termination and are not reasonably necessary to cover allowable and allocable costs as of the date of termination will be returned and/or de-obligated from this Agreement. TSA's liability to make payments to the PROJECT SPONSOR is limited to the funds obligated and available for payment hereunder, including written modifications to this Agreement. Under no circumstances will TSA be responsible to reimburse the PROJECT SPONSOR for profit or the general costs of government. The PROJECT SPONSOR may recover the allowable direct costs of PROJECT SPONSOR personnel performing work necessary under this Agreement, as well as the allowable, allocable, and reasonable costs of the contractors hired by the PROJECT SPONSOR to perform the necessary work under this Agreement. Profit and overhead costs for the PROJECT SPONSOR contractors performing work on the Project are allowable costs. Submission of a cost allocation plan is required to address any indirect costs, including the PROJECT SPONSOR employees, who work on multiple activities that will result in a request for reimbursement under this Agreement. TSA will not be responsible for costs incurred by the PROJECT SPONSOR, its contractors, or its agents to perform work which deviates from TSA's approved design for the project pursuant to this Agreement. The TSA CO has the right to recoup any payments made to the PROJECT SPONSOR if the TSA CO determines that the invoices exceed the actual costs incurred, or if the work substantially deviates from the TSA approved design requirements for the Project pursuant to this Agreement. TSA will reimburse only for allowable, allocable, and reasonable costs in accordance with the OMB guidance codified at 2 C.F.R. Part 200 (Subpart E— Cost Principles) in effect on the Effective Date of the Agreement and The Funding Policy Memo version 7.0. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 8 of 20 ARTICLE VIII—BILLING PROCEDURE AND PAYMENT A. Payment/Performance Provisions The United States Coast Guard Finance Center performs the payment function on behalf of TSA. For purposes of submission to the Coast Guard Finance Center, the PROJECT SPONSOR must submit a completed Summary Invoice. Registration in the System for Award Management (SAM)is mandatory for invoice payment. To obtain information regarding SAM, please refer to https:Hsam.gov/content/home. Invoices for reimbursable expenses will be submitted every thirty (30) days, as expenses are incurred, but not before a previous invoice has been processed and approved by TSA. Invoices must be submitted one at a time; concurrent submissions of multiple invoices are not allowed. Invoices will be reviewed sequentially; once an invoice is approved and paid by TSA, the next invoice may be submitted. For periods in which the PROJECT SPONSOR has not incurred a reimbursable expense totaling more than $25,000, an invoice is not required. However, a memorandum noting the non-submission of an invoice in a specific month must be submitted to the TSA CO and/or COR to document the record. This can be sent in conjunction with the monthly reports. Expenses are considered to accrue on the date that the PROJECT SPONSOR is invoiced from a contractor, sub-contractor, supplier, or provider of services. Reimbursement by TSA is conditioned upon submission to TSA of an invoice identifying the Project costs that have been incurred and paid. TSA intends to make payment to the PROJECT SPONSOR within 120 calendar days from receipt of each properly prepared invoice for reimbursement of incurred Project costs. Ten percent (10%) of all submitted costs identified by TSA as allowable, allocable, and reasonable shall be retained by TSA until completion of the Project, and shall only be reimbursed to the PROJECT SPONSOR upon successful completion of all of its obligations under this Agreement as defined in Article VI of this Agreement. In the event that an invoice for reimbursable expenses is not received by TSA during a twelve (12) month period, TSA reserves the right to terminate the Agreement per Article XIII "Termination." B. Invoicing The PROJECT SPONSOR invoice format is acceptable; however, the invoice document shall not be password protected. The invoice shall, at a minimum, include the following: I. Agreement Number 2. Invoice Number and Invoice Date 3. Airport Code (ABC) 4. Name and Address of the PROJECT SPONSOR Requesting Fund Disbursement 5. Point of Contact, with Address, Telephone,Fax and E-mail Contact Information 6. Tax Identification Number and DUNS Number 7. Period of Invoice Service (inclusive of dates) 8. Supporting Documentation including Invoices or Other Documentation that Substantiates the Amount of Funds to be Disbursed by TSA 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 9 of 20 9. Total Amount of Funds Requesting to be Disbursed by TSA(Identify allocable costs in the invoice) 10. Electronic Funds Transfer(EFT)Banking Information (If applicable) 11. Remittance Address 12. Certification of Requestor, including the following language: This is to certify that the incurred costs billed were actually expended in furtherance of this Agreement, and we understand that intentional falsification of the information contained herein may be subject to civil and criminal penalties under applicable federal laws and/or regulations. 13. Signature of Requestor's Authorized Representative with Date 14. Name and Address of the PROJECT SPONSOR's facility The Invoice shall be submitted by electronic transmission to the following address: Email : FIN-SMB-TSAINVOICESausca.mil Notwithstanding any other payment clause in this Agreement, the Government shall make invoice payments under the terms and conditions specified in this Article. Payment shall be considered made on the day the check is dated and deposited in the US mail, or an electronic funds transfer is completed. All days referred to in this provision are calendar days, unless otherwise specified. C. Approval for Payment The TSA CO and the COR are required to review. The TSA CO will approve all invoices prior to payment. To aid in this review, the PROJECT SPONSOR shall provide a copy of the Summary Invoice along with all receipts, contractor pay requests and other supporting information which specify the vendor, services provided, and products delivered as well as the appropriate documentation that the PROJECT SPONSOR has paid these obligations. The PROJECT SPONSOR shall provide this supporting information simultaneously to expedite the payment process. The Support Documentation should contain the following items: • A summary spreadsheet providing a categorized breakdown of the amount invoiced • Signed, approved and legible copies of each individual Consultant/Contractor's invoice. o Copies of contracts and change orders that provide support for the actual work being invoiced o Vendor and subcontractor invoices with specific details about services provided and when these services were rendered. o Rationale for all allocations or unusual calculations or assumptions o Copies of subcontractor's invoices if listed on a prime contractor's invoice as a single amount • Proof of payment by the PROJECT SPONSOR for each invoice in the form of copies of check/warrants, bank wire transfers, or accounting systems transactions • TSA invoice log • Completed checklist 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 10 of 20 The Summary Invoice and supporting documentation shall be submitted by email to the TSA CO, TSA COR, and other TSA representatives identified by the TSA COR. The final closeout invoice should include proof that all required deliverables have been provided. Upon completion of the review of the supporting documentation for the Summary Invoice, the TSA CO will advise the Coast Guard Finance Center regarding payment of the Summary Invoice. D. Final Invoice: Assignment and Release of Claims The PROJECT SPONSOR shall execute and deliver, at the time of and as a condition precedent to final payment under this OTA, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under the OTA. The release of claims includes all claims,past,present, and future,known and unknown,foreseen and unforeseen, which can be asserted by any person or persons, other than claims for property loss or damage,personal injury, or wrongful death cognizable under the Federal Tort Claims Act, 28 U.S.C. §§ 1342(b)(1), 1402(b), 2401(b), 2671-2680. Accordingly,the PROJECT SPONSOR's final invoice requesting release/payment of retainage withheld throughout the project shall state the following: "Key West International Airport for and in consideration of the funding provided under OTA 70T01025T7672N011, does hereby remise, release and forever discharge Government, its officers, agents, and employees from any and all manner of actions, causes of action,rights, suits, covenants, contracts, claims, agreements,judgments and demands whatsoever by request, in law or in equity, arising from and by reason of any and all known and unknown, foreseen and unforeseen circumstances, claims or injuries and the consequences thereof, other than claims for property loss or damage, personal injury, or wrongful death cognizable under the Federal Tort Claims Act, 28 U.S.C. §§ 1342(b)(1), 1402(b), 2401(b), 2671-2680. Such claims must be asserted within the time limits and in accordance with the procedures prescribed by the Federal Tort Claims Act and the implementing regulations promulgated by the U.S. Department of Justice at 28 C.F.R. part 14. PROJECT SPONSOR expressly waives its ability to seek additional reimbursement from the Government under OTA 70T01025T7672N011." E. Untimely Invoices In furtherance of the timely closeout of this Agreement, all final project invoices shall be submitted no later than six months after the period of performance end date or six months after the date of termination by either party pursuant to Article XIII (whichever is earlier). The PROJECT SPONSOR must notify TSA of any outstanding issues precluding them from meeting this requirement as soon as it is known. Invoices submitted later than six months after the period of performance ends or six months after the date of termination by either party, will be considered untimely and TSA cannot guarantee payment. The PROJECT SPONSOR may be liable for the expenses that are the subject of an untimely or improperly submitted invoice. TSA reserves the right to reject untimely or improperly submitted invoices. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 11 of 20 ARTICLE IX -AUDITS TSA and DHS shall have the right to examine or audit relevant financial records for the Project funded by this OTA, while this Agreement, or any part thereof, remains in force and effect, and for a period of three years after expiration or termination of this Agreement. For the Project funded by this OTA, the PROJECT SPONSOR shall maintain all Project records and data associated with the Project while this Agreement, or any part thereof, remains in force and effect, and for a period of three years after the expiration or termination of this Agreement. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for three years after any resulting final termination settlement. Records relating to appeals under the "Disputes" provision in Article XII regarding this Agreement shall be made available until such appeals are finally resolved. As used in this provision, "records" includes books, documents and other data, regardless of type and regardless of whether such items are in written form, in the form of computer or other electronic data, or in any other form that relate to the Project funded by this OTA. The PROJECT SPONSOR shall also maintain all records and other evidence sufficient to reflect costs claimed to have been incurred for the Project funded by this OTA in the purchase of technologies allowed in the Project. The CO, COR, or the authorized representatives of these officers shall have the right to examine and audit those records at any time. This right of examination shall include inspection at all reasonable times at the PROJECT SPONSOR's offices directly responsible for managing the Project. The Comptroller General of the United States shall also have access to, and the right to examine, any records involving transactions related to this Agreement. This article shall not be construed to require the PROJECT SPONSOR or its contractors or subcontractors who are associated with or engaged in activities relating to this OTA,to create or maintain any record that they do not maintain in the ordinary course of business pursuant to a provision of law, provided that those entities maintain records which conform to generally accepted accounting principles. ARTICLE X—AUTHORIZED REPRESENTATIVES The authorized representative for each party shall act on behalf of that party for all matters related to this Agreement. Each party's authorized representative may appoint one or more personnel to act as an authorized representative for any administrative purpose related to this Agreement, provided written notice of such appointment is made to the other party to this Agreement. The authorized representatives for the parties are as follows: 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 12 of 20 A. TSA Points of Contact: Contracting Officer's Representative (COR): Name: Tim Dulac 6595 Springfield Center Drive Springfield, VA 20598 Phone: (571) 227-4537 E-Mail: timothy.dulac@tsa.dhs.gov Contracting Officer (CO): Name: Janine Sherbondy 6595 Springfield Center Drive Springfield, VA 20598 Phone: (202) 380-8955 E-Mail: Janine.Sherbondy@tsa.dhs.gov Only the TSA CO shall have the authority to bind the Federal government with respect to scope of work, funding and liability. The TSA COR is responsible for the technical administration of this Agreement and is the technical liaison with the PROJECT SPONSOR. The TSA COR is not authorized to change the scope of work,to make any commitment or otherwise obligate TSA, or authorize any changes which affect TSA's liability, such as amount or level of funding. The TSA COR is authorized to approve the usage of contingency funds that fall within the funded TSA amount pursuant to Article IV. The PROJECT SPONSOR must notify the TSA CO and COR in the event that any TSA employee or TSA contracted agent takes any action that may be interpreted by the PROJECT SPONSOR as direction which could increase the Project costs and could cause the PROJECT SPONSOR to seek reimbursement from TSA in excess of the TSA's total reimbursement liability as defined in Articles IV and VII of this Agreement. B. The PROJECT SPONSOR Points of Contact: The PROJECT SPONSOR Point of Contact for all correspondence is: Name: Richard Strickland Address: 3491 S Roosevelt Blvd, Key West, FL 33040 Phone: (305) 809-5200 E-Mail: Strickland-richard@monroecounty-FL.gov ARTICLE XI- LIMITATIONS ON LIABILITY A. The tort liability of the United States shall be governed by the Federal Tort Claims Act, 28 U.S.C. §§ 1342(b), 1402(b),2401(b), 2671-2680, and the implementing regulations published at 28 C.F.R. part 14. The tort liability of the PROJECT SPONSOR shall be governed by the applicable tort law of the State in which the Project is performed. B. The PROJECT SPONSOR has the affirmative duty to notify the TSA CO in the event that the PROJECT SPONSOR believes that any act or omission of a TSA agent or employee would increase the PROJECT SPONSOR costs and cause the PROJECT SPONSOR to seek compensation from TSA 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 13 of 20 beyond TSA's liability as stated in Article IV"Responsibilities" or Article VII"Funding and Limitations." Claims against either party for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages not to exceed the aggregate outstanding amount of funding obligated under this Agreement at the time the dispute arises. If the PROJECT SPONSOR receives any communication which it interprets as instructions to change the work encompassed in this Agreement, or to incur costs not covered by funding obligated at that time, the PROJECT SPONSOR must not act on that communication, and must contact the CO verbally and in writing immediately. C. In no event shall either party be liable to the other for consequential,punitive, special and incidental damages, claims for lost profits, or other indirect damages. D. No third party shall assert any rights under this Agreement unless expressly provided herein. ARTICLE XII—DISPUTES (AUG 2018) Where possible, disputes shall be resolved by informal discussion between the CO for TSA and an authorized representative of PROJECT SPONSOR. All disputes arising under or related to this Agreement shall be resolved under this Article. Disputes, as used in this Agreement, mean a written demand or written assertion by one of the parties seeking, as a matter of right, the adjustment or interpretation of Agreement terms, or other relief arising under this Agreement, excluding tort claims governed by Article XI. The dispute shall be made in writing and signed by a duly authorized representative of the PROJECT SPONSOR or the TSA CO. At a minimum, a dispute under this Agreement shall include a statement of facts, adequate supporting data, and a request for relief. In the event the parties are unable to resolve any disagreement through good faith negotiations, PROJECT SPONSOR may submit the dispute to the Deputy Assistant Administrator for Contracting and Procurement. If the decision of the Deputy Assistant Administrator for Contracting and Procurement is unsatisfactory, the decision may be appealed to the TSA Assistant Administrator for Contracting and Procurement. The parties agree that the TSA Assistant Administrator/Head of the Contracting Activity for Contracting and Procurement's decision shall be final and not subject to further judicial or administrative review and shall be enforceable and binding upon the parties. ARTICLE XIII- TERMINATION A. In addition to any other termination rights provided by this Agreement, either parry may terminate this Agreement at any time prior to its expiration date, with or without cause, 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 that might require payment. B. If the PROJECT SPONSOR exercises its right under Paragraph A of this Article to withdraw voluntarily from the Project,the PROJECT SPONSOR agrees to notify TSA in writing, and reimburse the United States Government for all monies disbursed to it under this Agreement up to the date of notification. C. If TSA chooses not to proceed with a Design Phase, TSA shall reimburse the PROJECT SPONSOR for all accrued allowable, allocable, and reasonable design costs for the Design Project up to the Project stopping point, which shall not exceed the TSA funded amount presented in Article VII. For example, if TSA elects not to proceed beyond the 30% Design Submittal Phase, then TSA shall 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 14 of 20 notify the PROJECT SPONSOR in writing. TSA will then reimburse the PROJECT SPONSOR for all accrued allowable, allocable, and reasonable costs for the Pre-Design Phase, Schematic Design Phase and 30%Design Submittals Phase only up to the date of notice. D. In the event of termination or expiration of this Agreement, any TSA funds that have not been spent or incurred for allowable expenses prior to the date of termination and are not reasonably necessary to cover termination expenses will be de-obligated from this Agreement. ARTICLE XIV- CHANGES AND/OR MODIFICATIONS Changes or modifications to this Agreement shall be in writing and signed by the TSA CO and the authorized representative of the PROJECT SPONSOR. The modification shall cite the subject provision to this Agreement and shall document 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. The properly signed written modification shall be attached to this Agreement and thereby becomes a part of this Agreement. Change Orders are defined as work that is added to or removed post OTA award that results in added cost or changes the scope of the OTA. Any changes to the authorized amount shall be submitted by the PROJECT SPONSOR to the TSA Contracting Officer Representative (COR) and TSA Contracting Officer (CO) prior to any work starting. Once the COR and CO have been given advance notice of the impact the Change Order has on the total cost of the Project, if TSA agrees to the change the TSA CO will provide written approval to the PROJECT SPONSOR via a modification to the OTA in accordance with Article XIV. The fully executed modification will provide the PROJECT SPONSOR authority to proceed with the work identified in the Change Order. TSA will not reimburse the PROJECT SPONSOR for any cost incurred for change order work that was not pre-approved by TSA or that was performed prior to the execution of the OTA modification. Change Requests are defined as requests for the utilization of contingency funds that do not add costs or changes to the scope of the OTA. Change requests shall not be considered authorization to exceed TSA's Reimbursement Limit. Any change requests shall be submitted by the PROJECT SPONSOR to the TSA COR prior to any work starting. Once the COR has been given advance notice of the impact the change request has on the Project, if TSA agrees to the change the TSA COR will provide written approval to the PROJECT SPONSOR to proceed with the work identified in the Change Request. TSA will not reimburse the PROJECT SPONSOR for any cost incurred for change request work that was not pre-approved by TSA. The TSA CO reserves the right to make unilateral modifications (signed only by the TSA CO) for administrative modifications, such as changes to the line of accounting in Article VII, updates to TSA POCs in Article X, and/or other administrative changes that do not affect the terms and conditions of this Agreement. ARTICLE XV- CONSTRUCTION OF THE AGREEMENT This Agreement is issued under 49 U.S.C. §§ 106(�(6) and 114(m) and is not a procurement contract, grant, cooperative agreement, or other financial assistance. It is not intended to be, nor shall it be construed as, a partnership, corporation, or other business organization. Both parties agree to provide their best efforts to achieve the objectives of this Agreement. Additionally, each party acknowledges 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 15 of 20 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. The Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understanding, negotiations and discussions whether oral or written of the parties. Each parry acknowledges that there are no exceptions taken or reserved under this Agreement. In the event that any Article and/or parts of this Agreement are determined to be void or otherwise invalid or unenforceable, such Article or portions thereof shall lapse.No such lapse will affect the rights, responsibilities, and obligations of the parties under this Agreement, except as provided therein. If either party determines that such lapse has or may have a material effect on the performance of the Agreement, such party shall promptly notify the other party, and shall negotiate in good faith a mutually acceptable amendment to the Agreement if appropriate to address the effect of the lapse. ARTICLE XVI- PROTECTION OF INFORMATION (NOV 2021) 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. A. RECORDS AND RELEASE OF INFORMATION Pursuant to 49 U.S.C. § 114(r), Sensitive Security Information and Nondisclosure of Security Activities, and 49 C.F.R. § 1520.5(a), Sensitive Security Information (SSI)is a category of sensitive but unclassified (SBU)information that must be protected because it is information that, if publicly released, would be detrimental to the security of transportation. SSI may not be disclosed except in accordance with the provisions of 49 C.F.R. part 1520, which defines the scope, categorization, handling requirements, and disposition of information deemed SSI. All persons assigned to work under this Agreement are subject to the provisions of 49 C.F.R. Part 1520, Protection of Sensitive Security Information, and shall safeguard and handle any SSI in accordance with the policies and procedures outlined in 49 C.F.R. Part 1520, as well as the DHS and TSA policies and procedures for handling and safeguarding SSI. All persons assigned to work under this Agreement must complete the TSA-mandated SSI Awareness Training course prior to accessing SSI, and on an annual basis for the duration of the OTA or for the duration of the requester's need for access to SSI, whichever is later. The PROJECT SPONSOR shall place this requirement in all contracts, sub-contracts,joint venture agreements, and teaming agreements related to the performance of this agreement. For purposes of this OTA, the PROJECT SPONSOR would fall under the provision of 49 C.F.R. § 1520.7(k): Each person employed by, contracted to, or acting for a covered person, including a grantee of DHS or DOT, and including a person formerly in such position. This includes all persons who are involved in the performance of the project, including officials and employees of the PROJECT SPONSOR, and those who are involved in the Project on behalf of the PROJECT SPONSOR including experts, consultants, contractors, and legal counsel. Pursuant to 49 C.F.R. § 1520.9(a)(3), the PROJECT SPONSOR must contact SSIktsa�dhs.�ov for guidance on handling requests to access SSI(before using SSI materials)for any other purpose besides activities falling within the scope of the Agreement by other persons, including requests from experts, consultants, and legal counsel ("requesters")hired by the PROJECT SPONSOR unrelated to the performance of this Agreement. The PROJECT SPONSOR shall include the CO and COR as a 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 16 of 20 carbon copy "cc" recipient of its contact to SSI@tsa.dhs.gov. The TSA SSI office must first make a determination as to whether the requesters are a"covered person" with a"need to know" under 49 C.F.R. §§ 1520.7 and 1520.11. Further recipients of SSI shall be provided NDAs, in accordance with these contract provisions, and with a copy of the SSI Quick Reference Guide for DHS Employees and Contractors. Special request processing and handling requirements apply to PROJECT SPONSOR employees as well as PROJECT SPONSOR Contractor employees who may be foreign nationals. The PROJECT SPONSOR must clearly identify any employees who are not U.S. citizens and for whom access to SSI is requested; the requirements of TSA Management Directive 2810.3 "Management of Foreign Access to Sensitive Information" apply. Non-Disclosure Agreements (NDAs). The CO will provide the non-disclosure form (DHS Form 11000-6 and/or TSA Form 2815), as necessary, to the PROJECT SPONSOR when circumstances warrant. NDAs are required to be signed by any person who is requesting access to SSI for any other purpose besides activities falling within the scope of the Agreement. By signing the NDA, the recipient certifies in writing that they will take the necessary steps to prevent the unauthorized disclosure and use of information. Breach. In accordance with 49 C.F.R. § 1520.9(c), the PROJECT SPONSOR agrees that in the event of any actual or suspected breach of SSI(i.e., loss of control, compromise, unauthorized disclosure, access for an unauthorized purpose, or other unauthorized access, whether physical or electronic), the PROJECT SPONSOR shall immediately, and in no event later than one hour of discovery, report the breach to the CO and the COR. The PROJECT SPONSOR is responsible for positively verifying that notification is received and acknowledged by at least one of the foregoing Government officials. In the event that an SSI breach occurs as a result of the violation of a term of this Agreement by the PROJECT SPONSOR or its employees, or the PROJECT SPONSOR's covered persons, the PROJECT SPONSOR shall, as directed by the Contracting Officer and at no cost to the Government, without delay correct or mitigate the violation. For unauthorized disclosure of SSI, the PROJECT SPONSOR and its employees and PROJECT SPONSOR's covered persons may also be subject to civil penalties and other consequences as set forth in 49 C.F.R. § 1520.17. B. PUBLICITY AND DISSEMINATION OF AGREEMENT INFORMATION The PROJECT SPONSOR shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this Agreement without the prior written consent of the CO. The PROJECT SPONSOR shall submit any request for public release at least ten (10)business days in advance of the planned release. Under no circumstances shall the PROJECT SPONSOR release any requested submittal prior to TSA approval. Any material proposed to be published or distributed shall be submitted via email to the CO. The CO will follow the procedures in TSA Management Directives 1700.3, "Written Articles," and 1700.4 "Press Releases." The Office of the Administrator retains the authority to deny publication authorization. Any conditions on the approval for release will be clearly described. Notice of disapproval will be accompanied by an explanation of the basis or bases for disapproval. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 17 of 20 Any contact with or by a Media firm or personnel related to this Agreement and in accordance with the terms of this Agreement shall be referred to the CO. ARTICLE XVII— SURVIVAL OF ARTICLES The following Articles of this Agreement shall survive the termination and expiration of this Agreement: Article VII —Funding and Limitations; Article IX — Audits; Article XI — Limitations on Liability; Article XII—Disputes; Article XIII— Termination; Article XVI—Protection of Information; and Article XVII— Survival of Articles. APPENDICES Appendix A—Project Milestone Schedule Appendix B — Schedule of Deliverables 70T01025T7672N0ll Design OTA Key West International Airport (EYW) Page 18 of 20 Appendix A Project Milestone Schedule The PROJECT SPONSOR shall provide a Project Schedule that contains, at a minimum, the following project milestones: I. Design OTA Period of Performance Start 2. Design Consultant Notice to Proceed 3. Pre-Design delivery to TSA for review 4. Pre-Design—TSA Review(Duration: 20 business days)* 5. Schematic design delivery to TSA for review 6. Schematic design—TSA review (Duration: 20 business days)* 7. 30% design delivery to TSA for review 8. 30% design—TSA review (Duration: 30 business days)* 9. 70% design delivery to TSA for review 10. 70% design—TSA review (Duration: 25 business days)* 11. 100% design delivery to TSA for review 12. 100% design—TSA review(Duration: 20 business days)* 13. RFP release 14. Bid selection process complete 15. Design OTA Period of Performance End 16. Installation of permanent power for the EDS 17. EDS Delivery (If phased delivery is planned, provide delivery dates per phase) 18. EDS Installation (If phased installation is planned, provide installation dates per phase) 19. Testing (SAT, Owner testing, TRR, ISAT, Live Operations, and Run-In period) (If phased testing is planned, provide testing dates per phase) 20. EDS Decommission Dates (If phased decommission is planned, provide decommission dates per phase) There's no specific format requirement for the schedule. The Project schedule shall be submitted to TSA the IOth day of the month along with the Monthly Project Status Report. The project schedule will be used to inform TSA project related activities. * TSA design review durations are meant to inform the PROJECT SPONSOR's schedule. These durations are recommended and don't represent a contractual obligation from TSA. 70T01025T7672N011 Design OTA Key West International Airport (EYW) Page 19 of 20 APPENDIX B Schedule of Deliverables The following deliverables are required to be submitted by the PROJECT SPONSOR. Item Deliverable Submitted To: Frequency or Due Date 1 Schedule provided in Appendix A TSA COR, Within 30 calendar (Project Milestones for Design and and TSA CO days of the proposed Construction) PROJECT SPONSOR awarding the design contract. Updates submitted monthly along with TSA Project Report Item 6). 2 Pre-Design Phase, Schematic, 30%, TSA COR, In accordance with the 70% and 100%Design deliverables CBTPlanning(ea),tsa.dhs.gov project milestone schedule. 3 Construction Bid Information TSA COR, and When selection of (prospective winning bidder and bid TSA CO prospective winning package) bidder is complete. 4 Design Contract Schedule of Fees TSA COR, and Within 30 calendar TSA CO days of the PROJECT SPONSOR awarding the design contract. 5 Copies of the Design Contract(s) and TSA COR, and As required. Change Change Orders TSA CO. Orders require TSA CO approval in accordance with Section A.6 of Article IV. 6 Monthly Project Status Report TSA COR By the loth of each month. Electronic submission is required. 7 Invoices TSA COR, and Monthly TSA CO 8 Final Invoice TSA COR, and No later than 90 TSA CO calendar days after completion of the CBIS Design Project. 70T01025T7672N0ll Design OTA Key West International Airport (EYW) Page 20 of 20 The Monthly Project Status Report is to be submitted by the loth of each month, along with an updated project schedule. A draft Monthly report template will be provided by the COR along with the Post Award Conference documents. The Monthly Project Status Report shall address the following: a. Reporting period b. Project accomplishments since previous submittal c. Issues, risks and concerns since previous report, along with actions executed to mitigate the risks. d. Project Information (Airport code, airport name, airport terminal, airport region, project phase, design contract award date, OTA period of performance, OTA amount) e. Executive Summary f. OTA Number g. Project Point of contact information for TSA, the Airport and the Consultants. h. Description of work completed along with percentage of work complete i. Financial snapshot (OTA amount, total invoiced to date, remaining contingency funds (if applicable)) j. Description and percent of work complete k. Change Order/Change Order amount(if applicable) 1. Cost of work incurred