Okaloosa County BOCC — October 15, 2013 — OTA_Internal Coordination_Email Comments — reading text

EFFECTIVE DATE AND TERM A. CONSTRUCTION The term of this Agreement shall be from the date of execution of the Agreement until September 1st, 2017, unless earlier terminated by the parties pursuant to Article XV “Termination” as provided herein or extended by mutual agreement pursuant to Article XIII “Changes and/or Modifications”, in order to allow COUNTY time to submit a final invoice, close out the Project, and address any other issues. COUNTY will establish and provide same to the TSA Regional Deployment Coordinator (RDC) and TSA CO within 30 days of execution of this Agreement, Project Milestones that allow objective measurement of progress toward completion. TSA maintains the right to identify any additional Project Milestones to be tracked by COUNTY. ARTICLE VII - ACCEPTANCE AND TESTING TSA will deem the CBIS-related portion of the Project complete upon successful results of the TSA ISAT (Integrated Site Acceptance Test) as conducted by the TSA independent Acceptance Test Contractor and successful completion of the 30-day Operational Run-In period. TSA ISAT will evaluate the CBIS against the TSA PGDS version stated in this Agreement as well as assess and comment on functional and performance differences to the most current version of the PGDS version published at the time of ISAT. Successful completion of Project requires the correction of CBIS deficiencies identified during the TSA ISAT as documented in the Quick Look Report (QLR) and as followed up at the end of the Operational Run-In period in the Test Summary Report (TSR). TSA will release the funds retained pursuant to Article X only after the CBIS has passed the ISAT test and Operational Run- In period and the deficiencies have been corrected. Additional details are contained in Appendix C, “Project and Acceptance Testing Requirements” ARTICLE VII - AUTHORIZED REPRESENTATIVES Page 7 of 39 HSTS04-13-H-CT1161 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: A. TSA Points of Contact: Regional Deployment Coordinator/Contracting Officer’s Representative: John Reed Mail Stop TSIF #32 Transportation Security Administration | Post Office Road Washington, DC 20528-6032 Phone: 571-227-1563 E-Mail: john.reed1 @dhs.gov Contracting Officer: Matthew Ashurst 701 South 12" Street Arlington, Va. 20598 Phone: 571-227-5376 E-Mail: matthew.ashurst@dhs.gov Only the TSA Contracting Officer (CO) shall have the authority to bind the Federal government with respect to scope of work, funding and liability. The TSA Regional Deployment Coordinator (RDC) is also the TSA Contracting Officer Representative (COR) and is responsible for the technical administration of this Agreement and technical liaison with the COUNTY. The TSA COR is not authorized to change the scope of work, to make any commitment or otherwise obligate the TSA, or authorize any changes which affect the liability of the TSA such as amount or level of funding. The COUNTY 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 COUNTY as direction which could increase the Construction Project costs and could cause the COUNTY to seek reimbursement from TSA in excess of the TSA’s total reimbursement liability as defined in Articles IV and IX of this Agreement. B. COUNTY Points of Contact: Tracy Stage Deputy Director tstage@co.okaloosa.fl-us 850-651-7160 ext. 1055 ARTICLE IX - FUNDING AND LIMITATIONS TSA will provide funding to COUNTY in an amount not to exceed $4,318,169 (TSA Reimbursement Limit). Funds in the amount of $4,318,169 are hereby obligated and made Page 8 of 39 HSTS04-13-H-CT1161 available for payment for performance of this Agreement. Expenses incurred in executing the work identified herein are chargeable to: PR: 2113203CT1161 Accounting Line: 5CF10XB010D2013SWE044GE013723006200622CTO/5903001 1 15030000/251B/TSA DIRECT/DEF. TASK Amount: $4,318,169 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 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 COUNTY 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 COUNTY for profit or the general costs of government. COUNTY may recover the allowable direct costs of COUNTY personnel performing work necessary under this Agreement, as well as the allowable and allocable costs of the contractors hired by COUNTY to perform the necessary work under this Agreement. Profit and overhead costs for COUNTY contractors performing work on the Project are allowable costs. Submission of a cost allocation plan is required to address any indirect costs, to include COUNTY 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 COUNTY, its contractors or agents to perform work not in compliance with the TSA requirements in this Agreement. The TSA CO has the right to recoup any payments made to COUNTY if the TSA CO determines that the invoices exceed the actual costs incurred, or if the work substantially deviates from the TSA approved CBIS design requirements for the Project pursuant to this Agreement. TSA will reimburse only for allowable, allocable and reasonable costs in accordance with the OMB Circular No. A-87 in effect on the Effective Date of the Agreement (codified at 2 C.F.R. Part 225) and the allowable/not-allowable costs identified in Appendix F of TSA’s PGDS. ARTICLE X — PAYMENT The United States Coast Guard Finance Center performs the payment function on behalf of the TSA. For purposes of submission to the Coast Guard Finance Center, the COUNTY 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://www.sam.gov/portal/public/SAM/. Invoices for reimbursable expenses will be submitted every thirty (30) days, as expenses are incurred. For periods in which the COUNTY has not incurred a reimbursable expense, an invoice is not required. Expenses are considered to accrue on the date that the COUNTY 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. The TSA intends to make payment to the COUNTY within 120 days from Page 9 of 39 HSTS04-13-H-CT1161 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 COUNTY upon successful completion of all of its obligations under this Agreement, including, completed system documentation submitted to TSA and successful completion of all testing as required in Article VII of this Agreement. In the event that an invoice for reimbursable expenses is not received by the TSA within a twelve (12) month period, the TSA reserves the right to terminate the Agreement per Article XV “Termination.” The TSA reimbursement process consists of two steps. Step 1 — Summary Invoice Submittal to the U.S. Coast Guard Finance Center for Payment, and at a minimum should contain the following information: (1) Agreement Number:HSTS04-13-H-CT1161 (2) Invoice Number and Invoice Date (3) Complete Business Name and Remittance Address (4) Point of Contact with address, telephone, fax and e-mail address (5) Tax Identification Number and DUN’s Number (6) Dollar Amount of Reimbursement requested (7) Signature of the COUNTY’s authorized representative and the following certification language: “This is to certify that the services set forth herein were performed during the period stated and that the incurred costs billed were actually expended for the Project.” The Summary Invoice may be submitted by standard mail or by electronic transmission to the following address(s): Mailing Address: TSA Commercial Invoices USCG Finance Center P.O. Box 4111 Chesapeake, VA 23327 Email: FIN-SMB-TSAINVOICES@uscg.mil Step 2 — Submission of Summary Invoice and Supporting Documentation Submittal to TSA for Approval of Payment: The TSA CO and the COR are required to review and the TSA CO will approve all invoices prior to payment. To aid in this review, the COUNTY 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 COUNTY has paid these obligations. The COUNTY should provide this supporting information simultaneously Page 10 of 39 HSTS04-13-H-CT1161 with Step 1 to expedite the payment process. The Support Documentation should contain the following items: e Summary Invoice from Step 1 e An executive summary project overview with the first invoice e A summary spreadsheet providing a categorized breakdown of the amount invoiced e Signed, approved and legible copies of each individual contractor’s invoice to include schedules of values scope of work o Copies of contracts and change orders that provide support for the actual work being invoiced © Vendor and subcontractor invoices with specific details about services provided 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 (copies of timesheets and detailed backup not required if descriptions are clear and specific) e Proof of payment by the COUNTY for each invoice in the form of copies of check/warrants, bank wire transfers, or accounting systems transactions The Summary Invoice and supporting documentation may be submitted by email or mail via CD or paper documents to the below addresses. The final closeout invoice should include proof that all required deliverables have been provided. John Reed Matthew Ashurst, TSA CO Mail Stop TSA TSIF - #32 C/O Mr. Henry Edquist Transportation Security Administration Faithful & Gould 1 Post Office Way 1725 Duke Street, Suite #200 Washington, D.C. 20528-6032 Alexandria, VA 22314 Email: OSTCBD @tsa.dhs.gov Phone: 571-403-8777 Email: Henry.Edquist@fgould.com Upon completion of the review of the supporting documentation for the Summary Invoice, the TSA CO and the TSA RDC/COR will advise the Coast Guard Finance Center regarding payment of the Summary Invoice. TSA may pay any charges due under this Agreement by electronic funds transfer, check, or other means. Any charges due under this Agreement shall be due in arrears and, to the extent appropriated funds are available, shall be paid within 120 days of TSA’s receipt of a proper invoice from the COUNTY The Prompt Payment Act, 31 U.S.C. §§ 3901-06, as implemented at 5 CFR 1315, applies to payments made under this Agreement. The Government will compute the interest penalty in accordance the Office of Management and Budget prompt payment regulations at 5 CFR Part 1315. ARTICLE X] - AUDITS Page 11 of 39 HSTS04-13-H-CT1161 The Federal Government, including the Comptroller General