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HomeMy WebLinkAboutResolutions - 2021.04.29 - 34347MISCELLANEOUS RESOLUTION #21139 April 29, 2021 BY: Commissioner William Miller, Chairperson, Economic Development and Infrastructure Committee INRE: CENTRAL SERVICES —OAKLAND COUNTY INTERNATIONAL AIRPORT —FEDERAL AVIATION ADMINISTRATION (FAA) REIMBURSABLE AGREEMENT FOR FAA OVERSIGHT FOR RUNWAY 9R/27L AND NORTH CONNECTOR TAXIWAYS REHABILITATION - CONSTRUCTION To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the County of Oakland is in receipt of a Federal Aviation Administration (FAA) Reimbursable Agreement Number AJW-FN-CSA-19-GL-003246, in the amount of $132,336.27, for FAA Oversight for the Rehabilitation of Runway 9R/27L and North Connector Taxiways; and WHEREAS the County will be reimbursed through the grant contract (#2020-0896) process approved by the Board, MR #20450 in October 2020, when project is complete; and WHEREAS 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 Oakland County International Airport and a refund is sent or payment is received as provided for in Article 9, Section A of this Agreement. This Agreement will not extend more than 5 years beyond its effective date; and WHEREAS no application was requested from Oakland County; therefore, the application provisions of M.R. #19006 do not apply. NOW THEREFORE BE IT RESOLVED that the Chairperson of the Oakland County Board of Commissioners is authorized to execute the Non -Federal Reimbursable Agreement #AJW-FN-CSA-GL-003246. BE IT FURTHER RESOLVED a budget amendment is not required. Chairperson, on behalf of the Economic Development and Infrastructure Committee, I move adoption of the foregoing resolution. Commissioner William Miller, District #14 Chairperson, Economic Development and Infrastructure Committee ECONOMIC DEVELOPMENT AND INFRASTRUCTURE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Agreement Number AJW-FN-CSA-I9-GL-003246 NON-FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION no A COUNTY OF OAKLAND OAKLAND COUNTY INTERNATIONAL AIRPORT WATERFORD, MI WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract, material, supplies, equipment, and services which the County of Oakland (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 famish material, supplies, equipment, and services to the Sponsor upon a reimbursable payment basis is found in 49 U.S.C. § 106(I)(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 County of Oakland. ARTICLE 2. Type of Agreement This Agreement is an "other transaction" authorized under 49 U.S.C. § 106(1)(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 purpose of this Agreement between the FAA and the Sponsor is to perform construction oversight, installation support and flight inspection activities for the Sponsor's Runway 9R/27L project at Oakland County International Airport in Waterford, MI (PTK) impacting grading and cables for these FAA NAS facilities: Non -Federal Reimbursable Agreement V90 Page 1 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 1. Runway 9R Glide Slope (GS) and Medium intensity Approach Light System with Runway alignment indicator lights (MALSR) threshold bar 2. Runway 9R/27L and Runway 9L/27R Precision Approach Path Indicators (PAPI's) 3. PTK Runway Visual Range (RVR) 4. Runway 9L/27R and Runway 27L Runway End Identification Lights (REIL's) This Agreement provides funding for the FAA to establish these services. The FAA and the Sponsor may enter into either an amendment of this agreement or a new agreement to cover additional activities/costs. FAA support may be affected by government shutdowns, pandemics, natural disasters or other items outside of FAA control. FAA engineer and technician onsite support will be coordinated in advance and scheduled in accordance with FAA travel restrictions. No construction work shall be performed involving FAA facilities, systems, and equipment during FAA maintenance moratorium periods, which will be provided by FAA. Therefore, this Agreement is titled: Waterford, MI (PTK) FAA Oversight to rehabilitate Runway 9R/27L and North Connector Taxiways at Oakland County International Airport B. The FAA will perform the following activities: 1. Provide to the Sponsor any requirements and/or recommendations related to FAA facilities impacted by the sponsor's project. 2. Meet with the Sponsor as required to coordinate and discuss project planning. 3. Locate and physically mark all FAA power and control cables in the area affected by the Sponsor's construction. Any excavation required for cable location confirmation will be executed by the Sponsor with FAA oversight. 4. Coordinate with the Sponsor in order to ensure that National Environmental Policy Act (NEPA) documentation for the project incorporates associated FAA F&E actions. Also, ensure NEPA documentation meets FAA requirements and approvals. 5. Conduct environmental due diligence reviews for FAA F&E facilities associated with this project. 6. Provide Resident Engineering (RE) oversight for the Sponsor's project impacting FAA facilities and buried cables, advise Sponsor regarding FAA requirements, and inspect infrastructure being accepted by the FAA. No work will be accepted unless performed under the oversight of the FAA RE. It is the RE's responsibility to protect the FAA's interests during the construction phases of the project which impact the FAA facilities, systems, equipment, and their infrastructure. In furtherance of his/her responsibilities, the FAA RE will: Non -Federal Reimbursable Agreement V90 Page 2 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 a. Be the FAA's primary point of contact for the Sponsor during the project to ensure that all necessary information is coordinated with the appropriate FAA parties. b. Ensure all reasonable efforts are made to minimize the impact to the FAA operations and existing facilities. c. Notify the Sponsor and FAA personnel about any observed discrepancy and document significant discrepancies between the approved design plans and specifications and the actual work performed. d. Notify the Sponsor of any failure of the work or materials to conform to the contract, the design plans and specifications, drawings, and any delays in the schedule. e. Keep a construction diary and weekly status reports on the FAA facilities, systems, and equipment affected by the project. f. Ensure compliance with all the FAA rules, regulations, orders, standards, requirements, and agreements. g. Witness key events in the project such as, but not limited to, the placement of rebar and pouring of concrete, the splicing, connecting, and testing of all the FAA field cables, excavating around buried FAA cables, and the exothermic welding of grounding, bonding, and lightning protection connections. The RE does NOT have authority to: a. Revoke, alter, or waive any requirement of the design plans and specifications, drawings, or the construction contract let by the Sponsor. b. Act as the contractor's foreman or perform any other duties for the contractor. c. Enter into or take part in any labor dispute between the Sponsor and its construction contractor. d. Participate in, settle, or otherwise decide contractual matters in dispute between the Sponsor and its construction contractor. 7. Provide access to impacted FAA facilities. 8. Execute the following activities for the listed FAA facility and geographic area(s): a. Inspect and provide technical oversight for the protection of control and power cables and grading in the vicinity of: 1. Runway 9R GS and MALSR threshold bar 2. Runway 9R/27L and Runway 9L/27R PAPI's 3. PTK RVR 4. Runway 9L/27R and Runway 27L REIL's; b. Coordinate and participate in flight inspection operations in support of: 1. Runway 9R GS and MALSR threshold bar 2. Runway 9R/27L and Runway 9L/27R PAPI's 3. Runway 9L/27R and Runway 27L REIL's; C. The Sponsor will perform the following activities: 1. Provide funding for all activities outlined in this Agreement. Non -Federal Reimbursable Agreement V90 Page 3 of 15 Agreement Number AJ W-FN-CSA-I9-GL-003246 2. Provide a full set of plans, including scaled electronic drawings, showing the proposed work. 3. Provide a full schedule for the work to be accomplished, including construction activities related to FAA facilities and equipment. 4. Incorporate requirements and recommendations made by the FAA into the design drawings and specifications impacting FAA -owned systems. 5. Provide survey information and/or documentation to verify the clearance of critical areas and obstruction surfaces relating to FAA facilities. Airspace cases can be submitted online via littps:Hoeaaa.faa.gov. 6. Provide the FAA with access to the project site, including any airport -specific security briefs or driving requirements, for the purposes of site surveys, construction inspection, and other activities. 7. Perform all appropriate surveys and engineering design for the Sponsor's project impacting FAA facilities, equipment and infrastructure. The performance of these activities will include: a. Develop the plans and specifications for the project affecting the facilities and the space for FAA equipment, with FAA's participation and approval. The Sponsor shall coordinate any interruptions or changes that may have an impact to FAA facilities, systems, and equipment necessitated by the Sponsor's project. Scope of work includes, but is not limited to: 1. Runway 9R GS and MALSR threshold bar 2. Runway 9R/27L and Runway 9L/27R PAPI's 3. PTK RVR 4. Runway 9L/27R and Runway 27L REIL's; b. Protect by hydro -excavating around and supporting or replacing any impacted FAA power and control cabling. 8. Provide the FAA copies of the proposed grading plan showing the contours and site -grading profile information and all critical areas for navigation, surveillance and weather systems, such as ILS signal -forming areas, for use during facility siting evaluation. Once facilities have been sighted in accordance with FAA siting criteria, specifications, the sponsor will provide finished grading plans (including the latitude/longitude coordinates of centerline points and elevations to within 3 inches of final grade) 18 months prior to the expected return to service of final locations. 9. Coordinate schedule and construction sequencing plan with the FAA Construction/Installation Center before finalizing the plan to ensure that the Sponsor and FAA are in agreement on the critical path, schedule, and milestones. This should be done during the project design phase, before construction contract award. In addition, provide a schedule within 30 days of the effective date of this Agreement, and updated monthly (or as soon as changes occur), including the following tasks: a. Construction bid Non -Federal Reimbursable Agreement V90 Page 4 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 b. Construction award c. Construction start d. Construction complete e. Overall construction sequencing schedule, to include FAA facilities f. Runway/Taxiway service available dates 10. Provide to the FAA in hard -copy format three D-size sets of the complete and finalized design drawings and specifications for the FAA's coordination and review at the agreed -upon design phases. Within 21 working days of receipt of the FAA's comments, or within such other period as the parties may agree, the Sponsor will provide to the FAA a written response to each of the FAA's comments, suggestions, and requirements. The 100% design plans and specifications are not final until the FAA Engineering Services, has notified the Sponsor that all of the FAA's comments, suggestions, and requirements have been incorporated into the design plans and specifications. 11. Provide to the FAA final project plans and specifications that incorporates the FAA's comments from the 100% engineering review no later than 21 days after FAA approval of the 100% drawings. The complete/finalized project drawings and plans and specifications shall be sent to the Engineering Services address Iisted in this section. 12. Complete the contract, construction bid, and award process for the construction phase of the project using FAA approved plans and specifications for FAA impacted facilities. The project's scope of work will include but not be limited to all plot site preparation work (e.g., trenching, grading, filling, foundations, demolition) and the installation of all necessary equipment and associated infrastructure. Sponsor will not bid the portion of work that includes the FAA equipment and cabling until the FAA has agreed that all of the drawings and specifications are final. No construction associated with this project that affect FAA facilities or equipment may begin prior to receipt of the foregoing FAA design approval. Furthermore, the Sponsor shall advise the FAA immediately of any proposed changes to the "approved" design plans and specifications before and during the projects construction. Before starting any construction, provide three full size sets of the construction package to FAA Engineering Services: FAA Navaids Engineering Center, AJW-2AC14A ATTN: Lou Dominguez, Manager FAA Great Lakes Regional Office 2300 E Devon Ave Des Plaines, IL 60018 Phone: 847-294-7669 Email: luis.n.dominguez@Haa.gov faa.gov 13. Provide any information on hazardous materials or other environmental conditions that may impact the FAA relocated facilities. This information includes, but is not limited to, previous and current studies/reports conducted on known or suspected areas of environmental contamination located on or adjacent Non -Federal Reimbursable Agreement V90 Page 5 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 to airport property. The Sponsor agrees to remediate, at its sole cost, all hazardous substance contamination found to impact the proposed FAA facility sites prior to construction and modification to the land rights MOA. hi the event that contaminants are discovered on future FAA equipment areas during the course of the FAA's environmental due diligence documentation process, the FAA will require that those areas be remediated. Should this occur, the FAA would coordinate further details with the Sponsor 14. Submit FAA Form 6000-26 Airport Sponsor Strategic Event Submission Form (Outage Request Form) no -less -than 45 days prior to the start of construction that will impact NAS facilities, result in a full or partial runway closure, or result in a significant taxiway closure. This form is available on the OE/AAA website under the Forms section. 15. Provide a copy of the submitted FAA Form 6000-26 to the FAA ES POC outlined in this section. 16. Sponsor shall work with the FAA Airports Region/District Office and submit NRA or NR airspace cases for temporary and permanent locations of all buildings and equipment to be placed on the airfield as well as required Airspace cases showing information regarding construction vehicles and equipment during each phase of the project to include all trenching operation locations, truck routes, contractor staging areas, cranes, etc. Sponsor shall respond to all NR/NRA case reviewer questions and comply with all reviewer comments. A "determination letter" must be received and reviewed by the FAA ADO before any construction can begin. Airspace cases can be submitted online via https:Hoeaaa.faa.gov 17. Provide the following detailed schedules: a. Construction — The sponsor will provide a detailed schedule of all activities involving FAA impacts no later than 60 calendar days prior to commencing construction. The activities will be delineated by location and phases of construction. Construction requiring FAA oversight shall be phased in such a manner that there are no gaps, which would require multiple return trips. If such gaps are necessary, the FAA reserves the right to renegotiate the agreement. b. Work Schedule — The sponsor will provide a detailed schedule that includes the number of crews, their location and the number of shifts that will be utilized no later than 60 calendar days prior to construction. Update schedule bi-weekly or as soon as changes occur. 18. Facilitate, document, and mitigate issues identified by the FAA in a timely manner in an effort to align with scheduling of FAA or its contracted onsite presence. 19. Verify marked FAA power and control cables by hand digging, or hydro excavation, at multiple locations in the construction zone to establish the depth and routing of FAA cables. Replace FAA power and control cables for FAA Non -Federal Reimbursable Agreement V90 Page 6 of 16 Agreement Number AJ W-FN-CSA-I9-GL-003246 facilities, systems, and equipment impacted by the project activities in accordance with applicable FAA rules, regulations, orders, requirements, and standards. 20. In the case of a cut cable, the sponsor will replace the damaged cable between termination points. The FAA will participate in a joint inspection of the repaired cable in each hand hole/man hole for proper racking and tags, as well as grounding and terminations. 21. Provide copies of all critical shop drawings, as required. 22. Notify and coordinate with the FAA all requests to shut down any FAA navigation facilities, systems, or equipment no -less -than 45 days prior to the start of construction. A construction schedule must accompany any request for the shutdown of any FAA navigation facility, system, or equipment. There may be times when a request for shutdown of a facility will not be granted due to air traffic operations. A request to shut down a specific FAA navigation facility, system, or equipment is not automatically associated with the shutdown of any other runway, threshold displacement, or pavement or grading work. 23. Notify the FAA NAVAIDS Construction & Installation Manager — Chicago, Michael Pransky, at least 60 calendar days in advance of when FAA construction oversight services are required. An RE will be required when any construction associated with, around, or on FAA facilities, systems, or equipment or the infrastructure associated with the foregoing takes place. The presence or absence of an FAA RE does not relieve the Sponsor or its contractor from any requirement contained in this Agreement, nor is the RE authorized to change any term or condition of the Agreement without the FAA Contracting Officer's written authorization. No work will be accepted unless performed under the oversight of the FAA RF. 24. For any items corrected by the Sponsor's contractor, the Sponsor will be responsible for payment to the contractor. 25. For any items to be completed by the FAA, the Sponsor will pay the FAA in advance. 26. Provide the FAA unencumbered access to all site areas impacting FAA facilities. 27. Ensure its Contractor maintains an adequate inspection system and performs work in accordance with the requirements of this Agreement. The Sponsor's contractors shall maintain complete inspection records and make them available to the FAA. All work is subject to FAA inspection at all places and at all reasonable times before acceptance. 28. Ensure that no other activities or projects at the Airport, scheduled or otherwise, interfere with any other scheduled activities. Non -Federal Reimbursable Agreement V90 Page 7 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 29. Participate in any and all Contractor Acceptance Inspection(s) (CAI) and Joint Acceptance Inspections (JAI) of all FAA impacted facilities at the end of construction for the purpose of identifying any deficiencies or corrections required, otherwise noted as exceptions. The FAA will conduct a JAI prior to the commissioning and return -to -service of any FAA system. Exceptions noted will be remedied by the sponsor no later than 60 calendar days after the CAI/JAI. If exceptions are not corrected within 60 calendar days of the CAI/JAI, the FAA will clear the remaining 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. 30. Provide the FAA three sets of ANSI size "D" of "As -Built" drawings of the construction phase in hard copy format and one set in electronic file, using Micro Station or AutoCAD format. The electronic file shall include all the accompanying library files needed to generate a complete set of drawings. If the Sponsor does not provide the "As -Built" drawings within 60 days of completion of the project, as required by this Agreement, the FAA will complete the "As - Built" drawings and bill the Sponsor. The As -Built drawings must show what was actually built, not just the proposed construction. 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: TBD and the grant number is: TBD. 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: The The FAA Central Service Area, Planning and Requirements will provide administrative oversight of this Agreement. LaMar Allison is the Lead Planner and liaison with the Sponsor and can be reached at (817) 222-5519 or via email at LaMar Allison@faa.gov. This liaison is not authorized to male any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 2. The FAA Chicago NAVAIDS Engineering Center will perform the scope of work included in this Agreement. Luis Dominguez is the Chicago Navaids Engineering Center Manager and liaison with the Sponsor and can be reached at (847) 294- 7669 or via email at Luis.N.Dominguez@Uaa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 3. The FAA Chicago, Construction/Installation Center will perform the scope of work included in this Agreement. Michael Pransky is the Manager of Chicago Non -Federal Reimbursable Agreement V90 Page 8 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 NAVAIDS Construction/Installation and liaison with the Sponsor and can be reached at 847-294-7620 or via email at Michael.S.Pransky@faa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 4. FAA Contracting Officer: The execution, amendment, and administration of this Agreement must be authorized and accomplished by the Contracting Officer, Bradley K. Logan who can be reached at (817) 222-4395 or via email at Brad.Logan@faa.gov. B. Sponsor: Oakland County International Airport Attn: Cheryl Bush 6500 Patterson Parkway Waterford, MI 48327 E-mail: Bushc@oakgov.com Phone: (248) 666-5680 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 V90 Page 9 of 15 Agreement Number AdW-FN-CSA-I9-GL-003246 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 Labor WB4050 Construction WB4060 Installation/Checkout WB4030 Environmental Non -Labor WB4050/4060 Travel WB4060 Flight Inspection Drafting Labor Subtotal Labor Overhead Total Labor Non -Labor Subtotal Non -Labor Overhead Total Non -Labor TOTAL ESTIMATED COST ARTICLE 8. Period of Agreement and Effective Date ESTIMATED COST $50,990.40 $11,976.00 $4,957.60 $67,924.00 $10,754.63 $78,678.63 $12,687.00 $30,996.00 $6,000.00 $49,683.00 $3,974.64 $53,657.64 $132,336.27 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 V90 Page 10 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 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 612A 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: Oakland County International Airport Attn: Cheryl Bush 6500 Patterson Parkway Waterford, MI 48327 E-mail: Bushc aoakgov.com Phone: (248) 666-5680 D. The FAA will provide a quarterly Statement of Account of costs incurred against the advance payment. Non -Federal Reimbursable Agreement V90 Page 11 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 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 V90 Page 12 of 16 Agreement Number AJ W-FN-CSA-I9-GL-003246 A. This Agreement B. The attachments ARTICLE 13. Legal Authority This Agreement is entered into under the authority of 49 U.S.C. § 106(I)(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 males 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. I-fowever, 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 V90 Page 13 of 15 Agreement Number AJW-FN-CSA-I9-GL-003246 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. 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 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. Non -Federal Reimbursable Agreement V90 Page 14 of 15 AGREED: FEDERAL AVIATION ADMINISTRATION SIGNATURE Agreement Number AJW-FN-CSA-I9-GL-003246 COUNTY OF OAKLAND SIGNATURE NAME Bradley K. Logan NAME David T. Woodward TITLE Contracting Officer TITLE Chairman DATE DATE Non -Federal Reimbursable Agreement V90 Page 16 of 15 Resolution #21139 April29, 2021 Moved by Long seconded by Luebs the resolutions on the amended Consent Agenda be adopted. AYES: Charles, Gershenson, Hoffman, Jackson, Joliat, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted. I HEREBY APRROVE THE FOREGOING RESOLUTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April29, 2021, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan this 291h day of April, 2021. ,;;� ,2,� Lisa Brown, Oakland County