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

of the United States, has the right to examine or audit relevant financial records for a period not to exceed three (3) years after expiration of the terms of this Agreement. The COUNTY and its contractors must maintain an established accounting system that complies with generally accepted accounting principles. Records related to disputes arising out of this Agreement shall be maintained and made available until such disputes have been resolved. As used in this paragraph, “records” includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form related to this Agreement. The COUNTY shall maintain all records and other evidence sufficient to reflect costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this Agreement. The TSA CO or the authorized representative of the TSA CO shall have the right to examine and audit those records at any time, or from time to time. The right of examination shall include inspection at all reasonable times at the offices of the COUNTY or at the offices of the COUNTY’s contractor(s) responsible for the Construction Project. The COUNTY will be required to submit cost or pricing data and supporting information in connection with any invoice relating to this Agreement if requested by the TSA CO. This Article XI shall not be construed to require the COUNTY or its contractors or subcontractors 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 practices. The COUNTY shall insert a clause containing the terms of Article XI — Audits in all of its contracts and subcontracts under this Agreement that exceed $100,000.00 (One Hundred Thousand Dollars). ARTICLE XII - REQUIRED FEDERAL PROCUREMENT PROVISIONS Competition in the award of contracts or procurements resulting from this Construction Project is strongly encouraged and the COUNTY should promote competition to the maximum extent practicable. The COUNTY may follow its local procurement requirements for this Agreement. The COUNTY agrees to include in its contract(s) a provision that VPS’s designs for this Construction Project are required to comply with the TSA’s PGDS. ARTICLE XIII - CHANGES AND/OR MODIFICATIONS Changes and modifications to this Agreement shall be in writing and signed by the TSA CO and duly executed by the authorized representative of COUNTY. Any modification shall cite to this Agreement and shall state the exact nature of the change and/or 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. ARTICLE XIV — DISPUTES When possible, disputes will be resolved by informal discussion between the parties. All Page 12 of 39 HSTS04-13-H-CT1161 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. The dispute shall be made in writing and signed by a duly authorized representative of VPS or the TSA. 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 that the parties are unable to resolve any disagreement through good faith negotiations, the dispute will be reviewed and adjudicated by the TSA Assistant Secretary or his or her designee. If a party disagrees with the decision of the TSA Assistant Secretary or his or her designee, they may pursue other available legal remedies. ARTICLE XV —- 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 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. 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. 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 returned and/or de-obligated from this Agreement. ARTICLE XVI - CONSTRUCTION OF THE AGREEMENT This Agreement is an “other transaction” issued under 49 U.S.C. § 106(1) and 114(m)(1) and is not a procurement contract, grant or cooperative agreement. Nothing in this Agreement shall be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation. It is not intended to be, nor shall it be construed as creation of a partnership, corporation, or other business entity between the parties. Each party acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and any amendments thereto, and that, accordingly, this Design/Agreement shall not be construed more stringently against one party than against the other. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. 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 Page 13 of 39 HSTS04-13-H-CT1161 negotiate in good faith a mutually acceptable amendment to the Agreement if appropriate to address the effect of the lapse. ARTICLE XVII - PROTECTION OF INFORMATION The parties agree that they shall take appropriate measures to protect all proprietary, privileged, confidential, or otherwise Sensitive Security Information (SSI) that may come into their possession as a result of this Agreement. A. RELEASE OF TECHNICAL DATA No Sensitive Security Information (SSI), as defined in 49 CFR Parts 15 and 1520, concerning the scope of this Agreement, shall be published or released to the public without prior written approval of the TSA Assistant Secretary or his or her designee. Guidance regarding SSI may be found in Appendix G, Checked Baggage Screening Equipment Sensitive Security Information Identification Guide”, of the TSA PGDS. B. RECORDS AND RELEASE OF INFORMATION All Sensitive Security Information (SSI), as defined in 49 CFR Part 1520, shall be handled in accordance with TSA policies and regulations. All employees, contractors, and subcontractors assigned to work under this Agreement are subject to the provisions of 49 CFR Part 1520, Protection of Sensitive Security Information, because they act for, or carry out duties for, or on behalf of the TSA. SSI may not be disclosed except in accordance with the provisions of that rule or where TSA otherwise approves. C. MEDIA Neither the COUNTY, nor its contractors shall include in its publiCOUNTY or public affairs activities related to the subject matter of this Agreement any SSI unless written approval has been received from the TSA Office of Security Capabilities or the TSA Office of Strategic Communication and Public Affairs. The purpose of this provision is to preclude the inadvertent release of SSI to the general public. ARTICLE XVIII - SURVIVAL OF PROVISIONS The following provision of this Agreement shall survive the termination of this Agreement: Article IV — Cost Sharing and Other Responsibilities; Article IX — Funding and Limitations; Article XI — Audits; Article XII — Required Federal Procurement Provisions; Article XTV — Disputes, Article XVII — Protection of Information and Article XVII — Survival of Provisions. (continued on the following page) Page 14 of 39 HSTS04-13-H-CT1166 IN WITNESS WHEREOF, the Parties have entered into this Agreement by their duly authorized officers this day of , 2013, U. 8. Department of Homeland Security Transportation Security Administration CI Matthew C, Ashurst ee OKALOOSA COUNTY ax Mr. Don Amunds TSA Contracting Officer Chairman of the Board of County Commissioners Date Date Page 15 of 39 HSTS04-13-H-CT1161 Appendix A ; TSA Planning Guidelines and Design Standards Design Deliverables Checklist PAQJECT PHASE DELIVERABLES Figure 2-4 DELIVERABLES CHECKLIST PROJECT PHASE DELIVERABLES axtmanisiragion for Checked Baggage Inspection Systems 29 Pre-Gesign Phase 221 Detailed Design Phase (continued) Pralirtinary Alternatives Analysis Repatt To » APS Design Submitts!s (eontinusd) “| i Preferred Alternatives Analysis Repret ms Description of Cperations. my Sehanalic Design Pasa Preliminary Contingency Plan we Basis af Design Report 22 Fl. 7, Specsticatans a Detailed Program Requiramments Grail Site Spacihs Configiiaiion Management Plan weak High-Level Flow-Sased Mndleling Assumptions and Results Bakelioider Raview and Apprival Documentation __ _ Pralirninary Coscapt Pans _ ORs Estirnate of Probable Cerishrucion and O&M Costs i _ Phasing and Constructanttiy Technical Mernoranls Priasaig Schedule : _ FAM Estirnate of Probable Construction and OM Costs Corwayor Mantiest i Stakeloider Review and Approval Documentalian Updated EDS Equipment List ; ! Preliminary Projact Schedule 1H, Design Subinitiats 224.23 | i Detaited Design Phaze hid Seeuments 4 | | 7 bo i fo Fatal Site Specific Coctignestion ‘Management Pan i eres bs Te cca ca eew eee tee pee cer ten eee et ce pene beeen caaeecnee Staketale esente nace tee eae - r _ Description of Operations Final Esilmnate of Probate onstruction and O&M Costs i _ Baggage and Cota Flow Charts Figal Phasing Schedule i Table of Contents ior CaaS Updated EDS Equipment List ; : Screcaing Equinment lustaliation Guidel-nes Opeiations Training Materials and Documentation i Qutlina of Repacting Capabilities - “| Consiniction Phase 2.24 . 7 _.....olakehaldar Review and Aoproval Gecueniaiian Ghanges to Approved 100% Desinn Submittals ae Eslimale of Prababls Constraction and OAM bosts Construction Schedule oo. Phasing Schedule | - - 1 Gouvtesy Copies of Shop.and lnstallation Grveings oo Conmesar Manitest _ _ “Testing and Gormiizsioning Phase 2.25 i EDS Equigment List : Pre ISAT Documentation 70% Design Submittals 2202 ISAT Documentation Undated Sasis of Design Report - ~ | Project Clogequt Phase 226007 Undated Operational Standards Assessnent As-bulll CBS Oocgrnentation Submittal s 70% Design Drawings Final Gapy of dhe PLO Programe with Orewings : ; Crass Sections Final Capy of Disarter Rerovery Praceduses ~ a i camkesien Planning Guidelines and Design Standards vi November Page 16 of 39 HSTS04-13-H-CT1161 Appendix B Project and Acceptance Testing Requirements Scope: TSA support for the in-line Checked Baggage Inspection System (CBIS) solution at the OKALOOSA COUNTY AIRPORT ADMINISTRATION will encompass design, construction and commissioning to support the in-line CBIS. A. TSA responsibilities with regard to the Project are listed below in