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HomeMy WebLinkAboutECAT10-002 BNP Associates Inc. AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND BNP ASSOCIATES, INC. FOR DESIGN SERVICES AND CONSTRUCTION MANAGEMENT RELATED TO EAGLE COUNTY REGIONAL AIRPORT CHECKED BAGGAGE INSPECTION SYSTEM THIS AG' EMENT for Professional Services ( "Agreement ") is made and entered into effective as of the 14 1 • ay of August, 2010 by and between BNP Associates, Inc. a Connecticut Corporation ( "Consultant ") and Eagle County Air Terminal Corporation, a Colorado non -profit corporation ( "Owner "). RECITALS • WHEREAS, Owner has sought a grant from the Department of Homeland Security Transportation Security Administration ( "TSA ") for the implementation of a Checked Baggage Inspection System • ( "CBIS "); and WHEREAS, Owner has or will enter into an Other Transaction Agreement with TSA for the CBIS and will require assistance with design, engineering, management of construction and submission of invoices for reimbursement through TSA; and WHEREAS, Consultant has represented that it has the expertise and skill to assist with design of the CBIS and related improvements, and to manage construction of the Project as set forth herein. AGREEMENT NOW THEREFORE, based upon the above •recitals and consideration set forth herein the parties agree as follows: 1) Services. (a) Consultant agrees to furnish all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ( "Services ") in connection with the Baggage Screening Project for the Eagle County Airport ( "Project ") located in Gypsum, Colorado. If no completion date is specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. Consultant further represents and warrants the Services shall comply • with any and all applicable laws, codes, rules and regulations. In the event the Services relate to property owned by other federal, state or local governmental entities, or a public utility or other third party, Consultant agrees to comply with any additional tei*is I conditions required by Int{i t Consultant Owner 1 • - applicable laws, codes, rules and regulations. (b) All Services or Additional Services performed by Consultant pursuant to this Agreement shall be accomplished in accordance with CBIS design(s) endorsed by TSA, with TSA Planning Design Guidelines and Design Standards (PGDS) ' Version 3.0 found at: http :www.tsa.gov /research/checked baggage_material.shtm, as applicable and in accordance with the Airport Building Standards and Criteria. (c) All Services or Additional Services performed by Consultant shall performed as required under the Other Transaction Agreement Between Department of Homeland Security Transportation Security Administration (TSA) and Owner for Checked Baggage Inspection System for Eagle County Regional Airport including all exhibits and appendices to that agreement which is attached hereto as Exhibit D. 2) Compensation. Owner shall compensate Consultant for the performance of the Services in a sum computed and payable in the manner set forth in Exhibit B ( "Compensation "). Exhibit B shall also set forth any Out -of- Pocket Expenses reasonably anticipated to be incurred by Consultant, which are to be reimbursed (without any additional mark -up thereon) by Owner in addition to Compensation. "Out -of- Pocket Expenses" shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant). Consultant shall not be reimbursed for expenses that are not set forth on Exhibit B unless specifically approved in writing by Owner. The Compensation agreed to and set forth in Exhibit B and any subsequent approved compensation for Additional Services as set forth in any Exhibit C (to be hereafter approved pursuant to Paragraph 3 below), shall be paid by Owner in monthly progress payments equal to the total work performed by Consultant. An application for payment shall cover a calendar month beginning on the 1st of the month and ending on the last day of the month. An application for payment shall be submitted to Owner by Consultant by the 15 of the month following the month in which the Services are rendered and shall be accompanied by invoices or other documentation as may be required by Owner, and such other documentation as may be required by TSA or other government agencies processing invoices for payment or reimbursement to Owner, if any, and as may be required by Owner. Consultant payment shall be paid within thirty days of receipt of an invoice provided that all of Consultant's complete invoices and insurance certificates on file with Owner are current. Original invoices with accompanying support documentation should be forwarded to: Chris Anderson, Terminal Manager, Eagle County Airport, Post Office Box 850, Eagle, CO 81631; Chris.Anderson@eaglecounty.us with a copy to Cindy Preytis, Eagle County Building, P.O. Box 850 Eagle, CO 81631; Cindy.Preytis@eaglecounty.us. • 3) Additional Services. Any services in addition to the Services ( "Additional Services ") shall be performed by Consultant only after approval of Owner and TSA. Orders for Additional Services shall be on the form attached hereto as set forth in Exhibit C and shall be approved by TSA, acknowledged by Owner and Consultant in writing, prior to any such work identified as Additional Services is performed by Consultant. Failure by Consultant to obtain written authoriz 's acrd acknowledgement by Owner and TSA for Additional Services shall result in non -pa + !for any such Additional onsultant Owner 2 Services or work performed. Except as otherwise agreed in writing by Consultant and Owner, all Additional Services shall be subject to the terms and conditions of this Agreement. Owner may also by written notice to Consultant make any reasonable reductions to the scope of the Services and the compensation payable to Consultant shall be reduced in a fair and reasonable amount on account thereof. 4) Assignment & Sub - consultants. Consultant acknowledges that Owner has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub - consultant agreements for the performance of any of the Services or Additional Services without Owner's prior written consent, which may be withheld in Owner's sole discretion. Owner shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom Owner has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub - consultant, as approved by Owner and to the extent of the Services to be performed by the sub - consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward Owner. Owner shall have the right (but not the obligation)- to enforce the provisions of this Agreement against any sub - consultant hired by Consultant and Consultant shall cooperate in such process. 5) Insurance. • Unless otherwise agreed to in writing by Owner, Consultant agrees to provide and maintain, at Consultant's sole cost and expense, the following insurance coverages: a) Types of Insurance. i) Workers' Compensation, with policy limits as required by law, and Employers Liability Coverage, with policy limits of $1,000,000 each accident for Bodily Injury by Accident; $1,000,000 each employee for Bodily Injury by Disease; and $1,000,000 policy limit for Bodily Injury by Disease. ii) Commercial Auto Coverage, with limits of not less than $2,000,000 each accident combined Bodily Injury and Property Damage Liability insurance, including coverage for owned, hired, and non -owned vehicles and shall list as additional insureds Owner, Eagle County and any other persons and entities Owner shall designate. iii) Commercial General Liability, on the current ISO "occurrence" type commercial general liability form, with limits of liability of not less than $2,000,000 per occurrence; $2,000,000 for bodily injury and property damage liability; $2,000,000 for personal injury and advertising injury liability; and $2,000,000 in annual aggregate limits. The policy shall provide products - completed operations coverage, blanket contractually assumed liability coverage with the employee exclusion deleted. The policy shall list as additional insureds Owner, Eagle County and any other persons and 1 R ties Owner shall designate. L C+nsultant Owner 3 iv) Professional Liability (Errors and Omissions) Insurance, with prior acts coverage for all Services and Additional Services required hereunder, in a form and with insurer or insurers satisfactory to Owner, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. v) Additional Insured. Additional Insured referred to herein shall include Owner, Eagle County, their respective successors and assigns, and persons and entities that Owner shall designate. b) Other Requirements. i) Consultant shall maintain the foregoing coverage in effect until the Services and Additional Services are completed. In addition, to the extent commercially available at reasonable rates, all such policies shall be kept in force by Consultant until the applicable statute of limitations for professional liability and construction defect claims for the Project have expired. ii) All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to Owner in the event of cancellation of coverage. iii) All policies must be written by insurance companies whose rating in the most recent • Best's rating guide is not less than A- (VII). If any non - admitted (surplus or excess lines) insurer is used to provide any of the above policies, the policy must include an endorsement restricting the insurer's right to cancel the policy to the following - circumstances after it has been in effect for sixty (60) days: (i) non - payment of premium; or (ii) discovery of fraud or material misrepresentation in the application for insurance. iv) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to Owner prior to commencement of any Services under this Agreement and must be provided on an annual basis commencing on the first (1 anniversary of the - policy year and continuing thereafter, or at any time within fifteen (15) days after request therefor by Owner or an additional insured. Notwithstanding any other provision hereof, Consultant shall provide Owner a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from Owner, and hereby . authorizes Consultant's brokers, without further notice to or authorization by Consultant, to immediately comply with any written request of Owner for a complete copy of any policy required hereunder. v) If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to Owner, Owner shall be entitled to terminate this Agreement upon reasonable notice. vi) Consultant's insurance shall be primary and the provisions of this Paragraph 5 shall survive termination of this Agreement. 1\r\LO Consultant Owner 4 6) Indemnification. To the fullest extent permitted by law, including where applicable, Colorado Revised Statutes Section 13- 21- 111.5, as the same may be amended from time to time, Consultant agrees to indemnify, defend and hold harmless Owner, Eagle County and its officers, directors, agents and employees (collectively, "Owner Indemnitees ") from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs, expenses including, but not limited to, reasonable attorneys' fees and costs ( "Claims ") to the extent actually or allegedly caused by or attributable to (in whole or in part), the negligent performance of the Services (including any Additional Services) provided by Consultant and its agents, employees, sub - consultants and/or suppliers, and/or any negligent or otherwise wrongful statement, act or omissions of Consultant or any person or entity under Consultant's control, including infringement of any patent, trademark, copyright or other property right. a) Consultant's duty to indemnify Owner Indemnitees shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of Owner or its agents or employees (which shall not include Consultant or its sub - consultants). Entitlement to recovery of defense costs shall include fees (of attorneys, consultants, expert witnesses, and others), costs and expenses incurred in good faith. In addition, Owner shall be entitled to recover compensation for all of its in -house expenses (including materials and labor) consumed in its defense. b) The indemnity and hold harmless provisions of this Agreement shall survive expiration or termination hereof and shall include, but are not limited to, all claims against Owner by any employee of former employee of Consultant, and Consultant hereby waives all immunity and limitation on liability of any industrial insurance act, including the provisions of the Colorado Workers' Compensation Act, as now or hereafter amended, or other workers' compensation act, disability benefit act, or any other employee benefit act of any jurisdiction which would otherwise be applicable in case of such claim, but such waiver is not intended to and shall not be construed or interpreted as applying or benefiting any person, except Owner. Owner and Consultant hereby certify and agree that the indemnity and hold harmless provisions of this Agreement have been freely and mutually negotiated. 7) Ownership of Documents. All documents prepared by Consultant in connection with Consultant's performance under this Agreement shall become the property of Owner and Consultant shall execute written assignments to Owner of all rights (including common law, statutory, and other rights, including copyrights) to the same as Owner shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subcontractor.in connection with the performance of the Services and Additional Services under this Agreement). • Consultant Owner 5 • 8) Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent via facsimile transmission so long as the sending party can provide a facsimile machine confirmation showing the date, time, and receiving facsimile number for the transmission. Either, party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Owner: Eagle County Air Terminal Corporation Attention: Chris Anderson, Terminal Manager P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328 -2680 Facsimile: (970) 328 -2687 E -mail: chris.anderson @eaglecounty.us With a copy to: Eagle County Attorney's Office P.O. Box 850 500 Broadway Eagle, CO 81631 Consultant: BNP Associates, Inc Attention: Calvin P. Trudeau, Project Director Telephone: (720)374 -4930 Facsimile: (720)374 -4929 E -mail: ctrudeau @bnpassociates.com 9) Coordination. a) Consultant acknowledges that the development and processing of the work for the Project may require close coordination between various consultants. Consultant shall coordinate the Services required hereunder with the other consultants that are identified by Owner to Consultant from time to time, and Consultant shall immediately notify such other consultants, in writing, of any changes or revisions to Consultant's work product that might affect the work of other consultants providing services for the Project and concurrently provide Owner with a copy of such notification. Consultant shall not knowingly cause other consultants extra work without obtaining prior written approval from Owner and TSA. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. Owner shall provide Consultant with legal access to the Project site as required by Consultant to perform and complete the Services. Such access should be verified in advance by .onsultant with Owner prior to Consultant Owner • 6 entering the property. b) Owner appoints Owner's Representative to act for Owner and Consultant appoints Consultant's Representative to act for Consultant in all matters covered by this Agreement. All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Agreement will be made to Owner's Representative or Consultant's Representative, as the case may be. Either party may change its Representative under this Agreement at any time by giving at least five (5) days' prior written notice of such change to the other party. Owner's Representative: Chris Anderson, Terminal Manager Consultant's Representative: Calvin P. Trudeau, Project Director 10) Termination & Suspension. a) If either party to this Agreement fails to substantially perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement (the "Defaulting Party "), then the non- defaulting party, after giving seven (7) days' notice to the Defaulting Party of the alleged default, and upon the Defaulting Party's failure to cure said breach within said seven (7) days, may initiate the dispute resolution process outlined in Paragraph 11) below. However, Consultant shall continue to provide the Services in a timely and expeditious manner during all disputes, actions or claims that are subject to Paragraph 11) below, unless this Agreement is terminated under Subparagraphs (b) or (c) below (or as otherwise agreed between Consultant and Owner in writing). b) Notwithstanding Subparagraph a above Ow e n r may terminate this Agreement g (a) ment at any time and Y r �' Y for any reason with seven (7) calendar days' prior written notice to Consultant. On termination of this Agreement by Owner under this paragraph, Owner shall pay to Consultant as payment in full for all labor, work and services performed, all materials supplied, and expenses incurred by Consultant as follows: (i) the agreed compensation for all Services and approved Additional Services actually performed by Consultant under this Agreement up to the effective date of termination, plus (ii) the amount of all reimbursable expenses (i.e., expenses for which Owner has agreed to reimburse Consultant as set forth in Exhibit B) incurred by Consultant up to the effective date of termination for which Owner had not yet reimbursed Consultant before the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and deliver to Owner true and complete copies of Consultant's work product and final unconditional lien release(s) of all lien rights for itself and any person, firm or entity with whom it has contracted for the performance of the Services (including any Additional Services) hereunder. As used herein, the "effective date of termination" shall be that date which is seven (7) calendar days after Consultant's receipt of the notice of termination. c) Notwithstanding Subparagraphs (a) and (b) above, if Owner, through no fault of Consultant, fails to pay Consultant within ten (10) days after the date established for payment under this Agreement, Consultant shall have the right to terminate this Agreement upon seven (7) additional days written notice to Owner and Owner's failure to cure said I each within the seven (7) day cure period. In the event of termination by Consultant, the "effec - of termination" shall be 1,• Consultant Owner 7 that date which is seven (7) day days after Owner's receipt of the notice of termination. 11) Mediation and Litigation. All claims, disputes and other matters in question between Owner and Consultant shall, in the first instance, be subject to non- binding mediation. Either party may notify the .other of a claim or dispute. Within fifteen thr rf n I S days after the delivery - P ( ) Y rY of such notification, the parties shall appoint a mutually acceptable mediator, and in the event they are unable to agree upon such a mediator, a neutral mediator shall be appointed by JAMS Colorado Office of Dispute Resolution. Within thirty (30) days following the appointment of the mediator, the parties shall participate, in good faith, in mediation proceedings before the appointed mediator to attempt to resolve their claims and disputes. The cost of the mediator shall be borne equally by both parties. Owner and Consultant further agree to cooperate fully with the appointed mediator's attempt to resolve the claim or dispute, and also agree that litigation may not be commenced by either party for a period of sixty (60) calendar days from notice of claim or dispute, provided, however, that the other party is proceeding in good faith with the mediation process. This mediation provision may be asserted by either party as grounds for staying such litigation until good faith efforts to mediate have been made, but in no event longer than the foregoing sixty (60) calendar day period. Any and all remaining claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. The parties agree that Owner shall have the right, but not the obligation, to join Consultant, other consultants and any contractor(s), subcontractor(s), sub - consultant(s) and(or) guarantor(s) in any action or proceeding arising in connection with this Agreement and no provision or condition contained herein shall prevent the joinder of such parties. The parties also acknowledge and agree that Owner shall have the right to join Consultant, other consultants and any contractor(s), subcontractor(s), sub - consultant(s) and (or) guarantor(s) in any resulting mediation and (or) litigation. The parties acknowledge and agree that Owner shall have the right to stay any such proceedings until such time as Consultant has completed the Services required under this Agreement (or this Agreement has otherwise been terminated) so that all such matters can be resolved in consolidated proceedings. 12) General Conditions. a) Consultant represents that its professional personnel are, and covenants that its professional F F F p xo essr nal personnel shall at all times remain, duly licensed to perform the Services and Additional Services within the applicable jurisdiction(s). b) Consultant shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepared or compiled in performance of the • Consulting Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the Corporation has accepted or approved the Consulting Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. c) Each of the Exhibits referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by reference. • In • Consultant Owner 8 d) Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Consultant confirms that the time limitations set forth herein are reasonable period(s) for performing the Services. e) This Agreement shall be construed and interpreted under and shall be governed and enforced according to the domestic laws of the State of Colorado (without reference to the doctrine of conflicts of law). f) Consultant agrees to keep confidential any and all information concerning this Agreement, the plans, operations or activities of Owner, which may be divulged to Consultant by any source in the course of the performance of Consultant's services under this Agreement. Further, no Sensitive Security Information (SST) 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 Owner and TSA Assistant Secretary or his or her designee. g) Consultant shall pay all taxes imposed by any federal, state or local taxing authority on ail payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges levied against Consultant on account of this Agreement. h) The Federal Government, including the Comptroller General of the United States, has the right to examine and audit relevant financial records for a period not to exceed three (3) years after expiration of the terms of this Agreement. Consultant 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 provision, "records" includes books, documents, accounting procedures and practices, and other data, regardless of the type and regardless of whether such items are in written form, in the form of computer data, or in any other form. Consultant 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. Owner or the TSA CO or authorized representative of Owner or 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 Consultant or sub - consultants responsible for the Project. • Consultant 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 Owner or TSA CO. This section 12(h) shall not be construed to require Consultant or its sub - consultants 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. Consultant shall insert a clause containing the terms of this section 12(h) in all contracts or sub - contracts that exceed $100,000. i) This Agreement constitutes an agreement for the performance of work and services by Consultant as an independent contractor and not as an employee of Owner. \I\ z ip I Consultant Owner 9 j) Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master- servant, partnership, joint venture or any other relationship between Owner and Consultant except that of independent contractor. Consultant shall have no authority to bind Owner, or to approve any Additional Services, unless specifically approved by Owner in writing. k) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings between the parties with respect thereto. 1) This Agreement may not be amended or supplemented, nor may any obligations hereunder be ' waived, except by a written instrument signed by the party to be charged. m) Consultant shall not assign any portion of this Agreement without the prior written consent of Owner. • n) This Agreement and the covenants contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors -in- interest. o) No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. p) Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female and the neuter, and vice versa. q) The invalidity, iIIegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. r) Notwithstanding anything to the contrary herein, this Agreement shall become effective upon execution by TSA of the OTA attached hereto as Exhibit D. [Rest of Page Intentionally Left BlankJ • • Consultant Owner 10 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. OWNER: CONS i ANT/ EAGJ F. COUNTY AIR TERMINAL CORPORATION BNP A' - y •r7 r it?� e By: i / / /� ' T�; By: , Ia i . Printe. r ame: "UNififfr Printed Name: ■ /, E �� Its: • Ci /(flOf Its: P6/P6Vi ConsuItant's Contact Information: Street Address:, 1�� S �° 44 S Z -OS" City: Denver State: Zip Code: 0 2 - 3 i Contact Name: , Tax LD. Number: C.46,\ J N- 1 ` (,F,t..l (J ar>"cl-A o(c.-0-71G(c9 n i I I Co sultant Owner 11 EXHIBIT A Agreement For Professional Services (Services) Consultant shall comply with the schematic, project cost and milestone schedule attached as Appendix B to the Other Transaction Agreement between Transportation Security Administration and Owner which is attached as Exhibit D ( "OTA ") hereto and Schedule of Deliverables in Appendix C of the OTA and the dates for full Project completion as set forth in Article VI of the OTA. Time is of the essence in performance by Consultant and any delay beyond the dates set forth in Appendix B to the OTA must be approved in a written change order approved by Owner and TSA. In the event additional staff or overtime is required to maintain the schedule the same shall be at Consultant's sole cost and expense. Further, Consultant shall work within the project costs identified in Appendix B to the OTA recognizing that funds committed by TSA and Owner are fixed. Consultant acknowledges that Owner may desire to develop its own contract documents for the construction associated with the Project. Therefore, Consultant shall work with Owner prior to presenting or preparing contract documents, general conditions, proposal documents or bid packages to any third party so that the parties may discuss what documents will be prepared and to ensure that Owners requirements are satisfied as to form and content. Consultant shall provide the following Services to Owner: 1.0 SCOPE OF WORK — BAGGAGE HANDLING AND EDS SCREENING SYSTEMS The following paragraphs outline the Scope of Work proposed for the baggage handling and Inline Screening system. The scope covers full services (i.e., detail design development through construction administration) for the Inline Explosive Detection Screening (EDS) and Outbound BHS systems. All of the Transportation Security Administration (TSA) related work will be done in accordance with the Planning Guidelines and Design Standards (PGDS) document Version 3 for Checked Baggage Inspection Systems (CBIS). 2.0 DETAILED DESIGN DEVELOPMENT PHASE In the Detailed Design Development Phase, the overall baggage handling and explosive detection system will be refined as required to firmly define right -of -way paths and finalize the overall design to achieve the operational and functional system performance criteria. The Detailed Design (DD) development Phase is segregated into third sequential sub - phases, with milestone requirements at the 30 %, 70 %, and 100% design completion stages as described below. 2.1 The Architectural/Engineering drawing package During the Detailed Design Development phase, continued coordination between the BHS/EDS designer and the A &E participants will be required. The A &E drawing package shall be developed and updated in conjunction with the BHS/EDS design at each of the two milestone stages and provides information defining the critical facility interfaces, inclu at a minimum: 1 � In ' j %'' Consultant Owner 12 2.1.1 System and facility general arrangement drawings and sections 2.L2 Structural interfaces 2.1.3 Floor loadings • Attachment details • Mezzanine FIoor openings • Concrete curbs • Security/Fire Door Placement and Details • 2.1.4 Electrical power • Connected HP requirements • Demand HP requirements • Power distribution schematics and locations • Motor control panel locations • 2.1.5 Equipment right -of -ways for utility/HVAC/building service coordination 2.1.6 Updated Schedule 2.1.7 Capital Cost Estimate 2.1.8 Documented Stakeholder review and approval 2.2 70% Detailed Design Development Sub -Phase The 70% Detailed Design Development Sub -Phase further develops the baggage handling and explosive detection system design. This stage requires completion and approval of all prior stages as documented above. The tasks in this o hase generally include: P 2.2.1 An updated operational standards assessment based upon the results of the flow analysis models that were prepared in the previous P hases. 2.2.2 Preparation of drawings at the 70% level, including cross section drawings of the CBIS. • Drawings shall include conveyor belt speeds based upon the most up -to -date layout. • Drawings shall include a personnel access plan. 2.2.3 Outlined specifications at the 70% level. 2.2.4 Preparation of a bag tracking description. 2.2.5 Preparation of a preliminary contingency plan. 2.2.6 Preparation of a preliminary configuration management plan. 2.2.7 Preparation of a Threat Bag Removal Procedure. 2.2.8 Preparation of an EDS machine removal /replacement plan and layout. 2.2.9 EDS machine allocation update • The TSA shall provide an updated indication of the expected EDS machine manufacturer. This information is required to allow further development of specific design parameters and simulation model characteristics. • 2.2.10 Preparation and Submittal to TSA of an updated Basis of Design Report. • Based upon the design progression to this point, prepare an updated Basis of Design report for submittal to TSA for review and approval. This is the primary submittal of • this phase. • The TSA shall formally respond to the "Basis of Design Report — 70% Sub - Phase" with an approval or rejection and comments regarding ecision. Consultant Owner 13 2.3 100% Detailed Design Development Sub -Phase The 100% Detailed Design Development Sub -Phase finalizes the baggage handling, and explosive detection system design. This stage requires completion and approval of all prior stages as documented above. The tasks in this phase generally include: 2.3.1 Finalization of all design drawings, coordinated with A &E work to be completed as part of the overall program. Design drawings shall include all final cross section drawings of the CBIS. 2.3.2 Finalized specifications for the BHS/EDS. 2.33 Finalized contingency plan for the 100% design. • 2.3.4 Finalized configuration management plan. 2.3.5 EDS machine allocation confirmation • The TSA shall provide a confirmation of the expected EDS machine manufacturer. 2.3.6 Preparation and Submittal to TSA of all 100% Detailed Design Documents for review and approval. • The TSA shall formally respond to the 100% Detailed Design Documents with an approval or rejection and comments regarding their decision. 3.0 SPECIFICATIONS /CONTRACT DOCUMENTS Define all information and requirements pertinent to the conveyor /sortation equipment and facility as a whole; to the general conditions and responsibilities involved; and to the Request for Bid package as a whole. The specification, or portions thereof, shall be submitted for review and approval by the TSA at the 70%, and 100% design milestones as required by the PGDS version 3. 3.1 System/Component Specifications 3.1.1 Overall System Description: • Facility description • System description • System operation • System Training • System Maintenance • 3.1.2 Design Requirements: • General • Baggage Standards - Size - Weights - Configurations • Movement Standards - Dynamics (speeds and slopes) - Clearance • Edge Provisions Standards - Guides - Sensors - Side Guards In , 1 . `.\ Co ultant Owner 14 • Control Standards - Consoles Interlocks and limits - Warning signals • EIectrical System Standards • Functional Surfaces - Belts - Slides • • Access and Safety Provisions - Walk surfaces - Ladders, stairs, platforms and handrails 3.1.3 General Requirements: • Service conditions and safety - Environmental requirements - System safety - Personnel safety - Noise limits - Radio frequency interference • Quality, workmanship and finish standards - Quality assurance - Workmanship - Finish • Reliability, life, and maintainability standards - Subsystem/component - Failure - System failure - Operating life (hours) - Mean time between failures (MTBF) - Mean time to repair (MTTR) - MaintainabiIity • Maintenance provisions - Maintenance data - Maintenance plan • Documentation - Operators' manual - Maintenance manual - Parts list - Recommended spare parts list - Contractor's drawings • Operation and maintenance training - Operators' training Maintenance training - Training program schedule • Testing standards and procedures - General - Damages - Repairs • Regulatory Agency approvals - Airport Authority - City and State Codes - Government Agencies (OSHA, etc.) 11 l Consultant Owner • 15 3.1.4 Subsystem Specifications • Each subsystem and each item of each subsystem will be delineated in a specification control drawing format. This will involve many individually documented specifications. Information contained involves specifics on the following: • Shape and dimensional constraints • Functions • Functional speeds and controls • Loading and load condition's • Interlocks, safety and movement stops • Power provisions • Reliability and Iife values • Expected usage • Facility provisions and constraints • Facility locations points and orientation • Other applicable specification documents • Applicable component specifications • Compatibility with data/information and computer systems requirements. 3.1.5 Detail Subsystem and Item Design Control Drawings Subsequent to finalization of system definition and layout, prepare Detail Subsystem and Item Design Control Drawings defining dimensional envelopes and relationships between subsystems, items and components. Also define the processing and control functions to be provided and acceptable method of accomplishing these functions. These include: • Load/[Jnload Conveyors • Elevating Devices - Inclines, Declines, Slides, Chutes • High -speed Diverters • • Baggage Measuring Array • Make -up Units 4.0 Computer Control Specifications The Computer Control System and each of its hardware and software components will be contractually defined in a functional specification format. This will include the following considerations. 4.2.1 Design Philosophy • Centralized versus de- centralized • Programmable logic controllers (PLC) 4,22 Functions • Process control • Operational Info /statistics • Flow control • Back -up system control • Maintenance diagnostics/statistics 4.2.3 Hardware • Process computer and PLC's - Back -up • Hot or • Warm, or 1 C•nsultant Owner 16 • Cold • Peripherals - CRT's - printers - control devices • photocells • analog timers (etc.) - operator control panels • emergency stops • • start/stop stations, etc. maintenance control panels • keyed access, etc. 4.2.4 Bidding Procedures Section: The Bidding Procedures section defines in detail the constraints under which the procurement activity is to be accomplished. Specifically, the bidding procedure includes the following: • Advertising for bids (if required) • Definition of terms • Proposal requirements and conditions • Special information to bidders • Contract award and execution 4.2.5 Contract Documents Section: The Contract Documents section includes sample documents in the form generally employed by BNP which provides the bidder with the proposed contract. This includes: • Contract Agreement • Performance Bonds • Payment B onds 4.2.6 General Conditions Section: The General Conditions serve as an adjunct to the Contract Agreement defining the more generalized aspects of the contractor's responsibilities. This includes: • The work • Separate contracts • Control of work and material • Technical compliance • Pre -award meeting • Execution and final acceptance • Termination at owners convenience • Payment • Guarantee /warranty • Claims, indemnification, patents, and legal relations • Penalty clause • Substitutions • • Changes in the Work • Correction of deficiencies • Deductions for uncorrected work • Advertising privileges • Work of other contractors f \i Consultant Owner 17 • Safety • Housekeeping • Cutting and welding precautions • Shipping, handling and storage • Site trailer and temporary service • Title • Sections and other headings 4.2.7 Proposal Documents Section: The Proposal Documents section ensures standardization in biddcrs' proposals by imposing a specific format which facilitates subsequent review and evaluation. This section will include: • Bid Sheet • Itemized price breakdown • List of subcontractors • Schedule • List of contract documents • List of exceptions and variations requirements • List of options and alternatives • Bid bond form • Qualification documents • - Prime contractor(s) - Subcontractor(s) 5.0 BIDDING AND NEGOTIATING PHASE In the Bidding and Negotiations Phase, BNP shall provide those services necessary to assist the Client in obtaining competitive bids and in negotiating, preparing, and awarding contracts for system procurement and implementation. 5.I Project Administration services consisting of bidding and negotiation administrative functions including: 1. Consultation 2. Research 3. Conferences 4. Communications 5. Travel Time 6. Progress reports. 7. Direction of work 5.2 Disciplines Coordination/Document Checking services consisting of bidding and negotiation activities for: 1. Coordination between the involved disciplines for the project 2. Review and checking of documents prepared for the Project 5.3 Agency Consulting/Review /Approval services during the Bidding and Negotiations Phase relating to applicable laws, statutes, inspections, regulations and codes of regulating entities relating to the Client's interests before construction begins. 5.4 Owner - supplied Data Coordination services consisting of activities relating to bidding or negotiation including: I. Review and coordination of data furnished for the Project. i In Co sultant Owner 18 5.5 Bidding Materials services consisting of organizing and handling Bidding Documents for: 1. Coordination 2. Draft Submittal Reproduction _ 3. Completeness review 4. Draft Submittal Distribution 5. Draft Submission Distribution records 6. Retrieval 7. Receipt and return of document deposits • 5.6 Addenda services consisting of preparation and distribution of Addenda as may be required during bidding or negotiation and including supplementary drawings. Specifications, instructions and notice(s) of changes in the bidding schedule and procedure. 5.7 Bidding and Negotiations services consisting of: 1. Assistance to the Owner in establishing a list of bidders or proposers 2. Prequalification of Bidders or proposers 3. Participation in pre -bid conferences 4. Responses to questions from Bidders or proposers and clarifications or interpretations of the Bidding Documents 5. Attendance at bid opening(s) 6. Documentation and distribution of bidding results 7. Notification of bidding results to proposers 5.8 Analysis of Alternates /Substitutions services consisting of consideration, analyses, comparisons, and recommendations relative to alternates or substitutions proposed by Bidders or proposers either prior or subsequent to receipt of Bids or proposals. 5.9 Special Bidding Services consisting of: 1. Attendance at bid openings, participation in negotiations, and documentation of decisions for multiple contracts or phased construction 2. Technical evaluation of proposals 5.10 Bid Evaluation services consisting of: • 1. Validation of Bids or proposals 2. Participation in reviews of Bids or proposals 3. Evaluation of Bids or proposals 4. Recommendation on award of Contract(s) 5. . Participation in negotiations prior to or following decisions on award of the Contract(s) for Construction 5.11 Construction Contract Agreements services consisting of: 1. Notification of Contract award(s) 2. Assistance in preparation of construction contract Agreement forms for approval by the Owner 3. Preparation and distribution of sets of Contract Documents for execution by parties to the Contract(s) 4. Receipt, distribution and processing, for the Owner's approval, of required certificates of insurance, bonds and similar documents 5. Preparation and distribution of Contractor(s), on behalf of the Owner, of notice(s) to proceed with the work. 6.0 CONSTRUCTION ADMINISTRATION In this phase of the project, BNP shall provide those services necessary for the administration and monitoring of the construction contract as set forth in the Contract for Construction. The following descriptions shall apply to those services: Consultant Owner 19 6.1 Project Administration services consisting of construction contract administrative functions including: 1. Consultation 2. Research 3. Conferences 4. Communications 5. Travel time 6. Progress Reports 7. Coordination of out -of- normal- sequence construction operations 8. Coordination of multiple -prime construction contracts 9. Coordination of work with the Project Team 10. Coordination with Project Architects/Engineering 11. Contractor progress payment approvals. 12. Coordination of delivery, construction, and installation efforts of EDS machines and other work applicable to the program. Coordination with TSA, EDS machine manufacturer, and installers (among others) will be required. 6.2 Disciplines Coordination/Document Checking services consisting of construction contract administration activities for: 1. Coordination between the involved disciplines for the Project 2. Review and checking of documents prepared for the Project 6.3 Agency Consulting/Review /Approval services during the Construction Contract Administration Section relating to applicable laws, statutes regulations and codes of regulating entities relating to the Owner's interests during construction of the Project. 6.4 Owner- supplied Data Coordination services consisting of activities relating to construction contract administration including: 1. Review and coordination of data furnished for the Project. 6.5 Construction Administration/Supervision services consisting of but not limited to: 1. Processing of submittals, including receipt, review of, and appropriate action on Shop drawings, Product Data, Samples and other submittals required by the Contract Documents 2. Distribution of submittals to Consultants, Construction Managers, Contractors and BNP field representative 3. Maintenance of master file of submittals 4. Related communications 6.6 Inspection Coordination services relating to in -plant and on -site inspection and testing agencies, consisting of: 1. Administrative and coordination of testing required by the Contract Documents 2. Recommending scope, standards, procedures and frequency of testing and inspections 3. Arranging for testing and inspection 4. Evaluating compliance by testing and inspection agencies with required scope, standards, procedures and frequency 5. Evaluating compliance by testing and inspection agencies with required scope, standards, procedures and frequency 6. Review of reports on inspections and tests and notifications to the Owner and Contractor(s) of observed deficiencies in the Work. 6.7 Supplemental Documents services consisting of: 1. Preparation, reproduction and distribution of supplem' .aw Specifications and I \ J►� Consultant Owner 20 interpretations in response to requests for clarification by Contractor(s) or the Owner and as required by Construction exigencies 2. Forwarding the Owner's instructions and providing guidance to the Contractor(s) relative to changed requirements and schedule revisions 6.8 Quotation Requests /Change Orders services consisting of 1. Preparation, reproduction and distribution of Drawings and Specifications to describe Work to be added, deleted or modified 2. Review of proposals from Contractor(s) for reasonableness of quantities and costs of labor and materials 3. Review and recommendations relative to changes in time for Substantial Completion 4. Negotiations with Contractor(s) behalf relative to costs of Work proposed to be added, deleted or modified 5. Assisting in the preparation of appropriate Modifications of the Contract(s) for Construction 6. Coordination of communications, approvals, notifications and record - keeping relative to changes in the Work 6.9 Project Schedule Monitoring services consisting of monitoring the progress of the Contractor(s) relative to established schedules and making Status Reports to the Owner. 6.10 Project Closeout Project closeout services initiated upon notice from the Contractor(s) that the work, or a designated portion thereof which is acceptable to the Owner, is sufficiently complete, in accordance with the Contract Documents to ermit p occupancy or utilization for the use for which it is intended, and P Y , consisting of: 1. A detailed inspection for conformity of the Work to the Contract Documents to verify the Iist submitted by the Contractor(s) of items to be completed or corrected 2. Determination of the funds to be withheld until final completion 3. Securing and receipt of consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment(s) 4. Issuance of Certificate(s) of Substantial Completion 5. Ins ection s upon notice by the Contractor(s) p (} p y th ontr tors) that the Work is ready for final inspection and acceptance 6. Notification the Contractor(s) of deficiencies found in follow -up inspection(s), if any 7. Final inspection to verify final completion/acceptance of the Work 8. Receipt and transmittal of warranties, affidavits, receipts, releases and waivers of lien or bonds indemnifying the Owner against liens 9. Security and receipt of consent of surety or sureties, if any, to the making of final payment(s) 10. Issuance of final Certificate(s) for Payment 11. Coordination of obtaining formal TSA approval of the CBIS for beneficial use 12. Coordination of the submission of all as -built project documentation to the TSA. 6.11 Start -up Assistance Services consisting of: 1. On -site observation, troubleshooting and assistance in the operation of systems and facilities during first three months of operation 2. Assistance in the training of Operation and Maintenance personnel in proper operations, schedules and procedures 3. Administration and coordination of remedial work by the Contractor(s) after fnaI completion 6.12 Record Drawings Services consisting of: 6.12.1 Making arrangements for obtaining all as -built drawings from Contractor(s) and other parties, including information certified by them on all changes made during construction from the initial Contract Documents and on the Iocatii t if c• cealed systems as installed during construction Col ultant Owner 21 • 6.12.2 Review of general accuracy of information furnished by the Contractor(s), including significant changes in the Work made during construction 6.12.3 Approval of contractor record as -built drawings, based on information furnished by the Contractor(s), including significant changes in the Work made during construction 6.12.4 Transmittal of record drawings and general data, appropriately identified, to the Owner and others as directed 6.13 Construction Management and Site Supervision 6.13.1 Baggage System Inspection - In this phase of the project, BNP shall provide those services necessary for the administration and monitoring of the EDS certification testing as set forth in the Contract for Construction. The following descriptions shall apply to those services: 6.13.1.1 Project Management Supervision services consisting of construction contract management functions including: 6.13.1.1.1 Consultation 6.13.1.1.2 Research 6.13.1.1.3 Conferences/Meetings 6.13.1.1.4 Communications 6.13.1.1.5 Travel time 6.13.1.1.6 Progress Reports 6.13.1.1.7 Coordination of out -of- normal- sequence construction operations 6.13.1.1.8 Coordination of work with the Project Team 6.13.1.1.9 Coordination of delivery, construction, and installation efforts of EDS machines and other work applicable to the program. Coordination' with TSA, EDS machine manufacturer, and installers (among others) will be required 6.13.1.2 Disciplines Coordination/Document Checking services consisting of construction 6.13.1.2.1 contract management activities for: • 6.13.1.2.2 Coordination between the involved disciplines for the Project 6.13.1.2.3 Review and checking of documents prepared for the Project 6.13.1.3 Participation in the preparation of the Site Specific Test Plan (SSTP), which will be written by the TSA and used for certification testing of the In -Line EDS 6.13.1.4 Certification testing supervision of alI preparatory and internal testing by the BHS/EDS Contractor and the Owner • 6.13.1.5 Certification testing supervision of all pre -ISAT (Integrated Site Acceptance. Testing) and ISAT activities 6.13.1.6 Systems Acceptance Testing 6.13.1.6.1 Outlines of the scope of work for the Acceptance Testing Program are presented in the following paragraphs. The individual tasks will • be completed in steps as individual subsystems become available for testing. BNP's involvement will include the coordination, assistance, and witnessing of the following testing activities: 6.13.1.7 Overall Test/Acceptance Plans and Check Lists 6.13.1.8 Develop an overall test and final accepta to plan consisting of the following li 1 . •.nsu tangy. Owner 22 sections: 6.13.1.9 Inspection check lists for the testing related to TSA ISAT certification 6.13.1.9.1 Operating test routines for individual items and subsystems related to the TSA ISAT certification 6.13.1.9.2 Operating test data sheets to record test results related to the TSA ISAT certification 6.13.1.9.3 Pre-Integrated Site Acceptance Testing (Pre -ISAT) 6.13.1.9.4 The Pre -ISAT shall be comprised of running all tests in the Site Specific Test Plan (S STP) until they have been successfully completed. 6.13.1.9.5 . Witness the BHS Contractor's internal test in preparation for the TSA's representative(s) to witness the successful completion of all SSTP - required tests. 6.13.1.9.6 Witness the BHS Contractor's successful demonstration of all SSTP- required tests for the TSA representative(s). 6.13.1.10 Integrated Site Acceptance Testing (ISAT) 6.13.1.10.1 The ISAT shall be comprised of running all tests in the Site Specific Test Plan (SSTP), as witnessed by the TSA's Independent Verification and Validation (IV &V) contractor. • 6.13.1.10.2 Witness the BHS Contractor's successful demonstration of all SSTP- required tests for the TSA representative(s). 6.13.1.11 Construction, Commissioning, and Testing 6.13.1.11.1 During the construction phase, BNP shall assist with the coordination of delivery, installation, and construction efforts by the BHS Contractor with the TSA and their EDS machine manufacturer. Any changes to the design that are required (via addendum) will be issued. Following the installation of EDS machines and integration with the conveyor system, the CBIS Integrated Site Acceptance Testing (ISAT) shall be performed by the TSA's Independent Verification and Validation (IV &V) contractor. The ISAT is preceded by pre - ISAT testing by the BHS Contractor and TSA's representatives to ensure that the system performs to acceptable standards. BNP will participate in the supervision of ail tests to help ensure successful results. 6.13.1.11.2 Upon successful completion of all previous phases of the CBIS installation, BNP will be involved in the closeout processes of the project relating to the PGDS requirements, which includes obtaining official TSA approval of the CBIS for beneficial use/occupancy and submitting all as -built project documentation (which will be submitted by the BHS/EDS Contractor). 1 Co ultant Owner 23 7.0 PROJECT TEAM BNP intends to maintain a core staff to maintain continuity for the duration of the project. A summary of • key personnel responsibilities, availability and utilization is as follows; • David Mecartney, BNP Principal, involvement will be supervisory. • Cal Trudeau, BNP Project Director, will act as the engineering specialist and continue as the • overall project manager. • • Rob Lucier, BNP Lead Designer. He will be assisted by at least one full -time Project Engineer during submittal reviews and 12FI phase. • Owen Ballou, Specifications. Owen will take responsibility RFI responses participate in the construction administration coordination. • Chris Wolvin, Controls Specialist. Chris is responsible for all Control System Design and Contract P Y Im Administration. He will oversee the Project Engineers who will be overseeing the ] gi g h Construction Administration tasks. . • • i (1 Co' 'ultant Owner 24 1 l EXHIBIT B Agreement For Professional Services . (Compensation) • Consultant compensation shall not exceed $491,125.00 based on the following hourly rates: Project Fees and Expenses - Design Services ScheinaticDesfgn : Design Dewlopment Const Documents Bidding : Const Administration Totals Rate Hours : Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Principal $ 180.00 ":'0 $ - 45 $ 8,100 30 $ 5,400 5 $ 900 20 $ 3,600 100 $ 18.000 Project Di; $ 150.00 :0 $ 130 $ 19,500 160 $ 24,000 40 $ 6,000 100 $ 15,000 430 $ 64,500 Sr. Engine $ 100.00 '. •0 $ : _ 140 $ 14,000 180 $ 18,000 $ - 300 $ 30,000 620 $ 62,000 Project En $ 75.00 _:.0 $ 235 $ 17,625 210 $ 15,750 40 $ 3,000 800 $ 60,000 ' 1285 $ 96,375 Designer $ 100.00 ;:" 1 ... : : 0 : .$' ":i 120 $ 12,000 180 $ 18,000 _ 20 $ 2,000 20 $ 2,000 340 $ 34,000 Drafter $ 60.00 =,0 $ 160 $ 9,600 190 $ 11,400 20 $ 1,200 60 $ 3,600 430 $ 25,800 Totals $ $ 80,825 $ 92,550 $ 13000 $ 114,200 3205 $ 300,675 Estimated Expenses $ $ 2,000 • $ 3,000 $ 2,000 $ 20,000 $ 27,000 " Totals i :. $, <;, - $ 82,825 $ 95,550 $ 16,100 $ 134,200 $ 327,675 , * An allowance of $120,000 for A &E design services is not included in the above fees. A&E design services will be competitively bid. Project Fees for Construct Management and Site Supervision Construction Management Rate Hours Fee Principal $ 180.00 115 $ 20,700 Project Director $ 150.00 160 $ 24,000 Project Manager $ 125.00 640 $ 80,000 Project Engineer $ 75.00 450 $ 33,750 Designer $ 100.00 0 $ - Drafter $ 60.00 0 $ - Totals $ 158,450 Estimated Expenses $ 5,000 . Totais I $ • 163,450 The above fees do not include on -site (full time) supervision. During construction weekly site visits for progress checks and field observations reports of our findings will be made. Out -of- Pocket Expenses are included in the above not to exceed amount and shall be at cost with no mark -up and include only: None. k • Consultant Owner 25 - EXHIBIT C • Agreement For Professional Services (Additional Services) Requests for Additional Services must be made in the format attached: • • • Consultant Owner 26 EXHIBIT C -1 CHANGE ORDER NO. Agreement for Professional Services Project Name: Project Address or Location City: State: Zip Code: "Consultant" and "Owner" are parties to a contract dated ( "Contract ") and wish to amend the Contract as follows: A. Consultant has been requested to perform and agrees to perform the following Additional Services: B. The compensation for said Additional Services shall be billed as time and materials to a maximum of $ , which is in addition to the amounts stated in the below: This Additional Services Amount $ Previous Additional Services Amount $ Total of Additional Services to date $ Original Contract Amount $ Contract Amount to date $ Except as expressly amended or modified herein, the Contract shall remain unmodified and in full force and effect. This Amendment is executed on the day of at Colorado. OWNER: CONSULTANT: By: By: Its: Its: Dated: Dated: Consultant's Contact Information: Street Address: City: State: Zip Code: Contact Name: Tax I.D. Number: I` i 1` 1I I��IIi 4 Consultant Owner 27 EXHIBIT D - Other Transaction Agreement Between Department of Homeland Security Transportation Security Administration And Eagle County Air Terminal Corporation • • • • f In II tt • Con ❑ tant Owner 28 t • 111111 111111 OTHER TRANSACTION AGREEMENT BETWEEN DEPARTMENT OF HOMELAND SECURITY TRANSPORTATION SECURITY ADMINISTRATION AND EAGLE COUNTY AIR TERMINAL CORPORATION RELATING TO EAGLE COUNTY REGIONAL AIRPORT Checked Baggage Screening Project Negotiated by the TSA pursuant to Aviation and Transportation Security Act, Pub. L. 107 -71, 115 Stat. 597 49 U.S.C. §114(m)(1) and 106(1)(6) and HSTSO4- 10- H- CT1168' L ARTICLE I — PARTIES The parties to this Other Transaction Agreement (OTA) are the Transportation Security Administration (TSA), U.S. Department of Homeland Security (DHS), and Eagle County Air Terminal Corporation (SCAT), a non- profit Colorado corporation, relating to the Eagle County Regional Airport (EGE or Airport). The TSA and the ECAT agree to cooperate in good faith .and to perform their respective obligations in executing the purpose of this Agreement. ARTICLE II — LEGAL AUTHORITY This Agreement is entered into under the authority of the Aviation and Transportation Security Act, Pub. L. 107 -71, 115 Stat. 597, specifically 49 U.S.C. § 114(m)(1) and 106(1)(6), which authorizes other transaction agreements. 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 of the TSA and the ECAT with respect to the design, engineering and/or construction - related services to provide for the TSA Checked Baggage Inspection System (CBIS) Project at the Eagle County Regional Airport in accordance with the design submitted and reviewed by TSA and the TSA Planning Design Guidelines and Design Standards (PGDS) Version 3.0 dated November 2009 found at: http://www.tsa.goviresearch/checked_baggage_material.shtm This CBIS Project involves the modification and construction of the Airport terminal building infrastructure to incorporate the TSA in -line Checked Baggage Inspection System. Terminal modifications include required changes to baggage conveyor components, mechanical, plumbing, electrical, structural, and telecommunications infrastructure to provide for the installation of Explosive Detection System. (EDS) machines within the baggage screening matrix as well as Explosive Trace Detection (ETD) resolution area(s), On- Screen Resolution Room, and the installation of applicable CBIS hardware and software for use with a checked baggage in -line baggage screening system,. The objective of this Agreement is to enhance the Airport security and baggage screening capabilities and throughput. • ARTICLE IV — COST SHARING AND OTHER RESPONSIBILITIES 1. Capital Costs: The estimated cost of the Project relates to the activities to modify the airport terminal building infrastructure and the baggage handling system (BHS) to support the installation and operation of the EDS and ETD equipment. It does not include the costs of acquisition, delivery or installation of the EDS and E'11) equipment itself. TSA will be solely responsible for the acquisition, delivery, installation, and testing of the EDS and ETD equipment at the designated Iocation(s). All work performed by the ECAT pursuant to this Agreement shall be accomplished in accordance with the CBIS design(s) endorsed by TSA, with the TSA PGDS Version 3.0 as applicable, and in accordance with the Airport Building Standards and Criteria. HSTSO4- 10 -H -CTI 168 2. The Project cost for the TSA baggage screening effort has been determined to be $4,874,768.00. TSA agrees to reimburse the ECAT for ninety -five percent (95 %) of the allowable, allocable and reasonable costs of the CBIS Project, including design and construction management in addition to construction costs but not to exceed a total reimbursement of $4,631,030.00. TSA reimburses ninety -five cents for every dollar submitted by the ECAT for reimbursement of allowable, allocable and reasonable costs up to the TSA funded amount of $4,631,030.00. 3. TSA will determine allowable and allocable costs in accordance with the OMB Circular A -87 "Cost Principles for State, Local and Indian Tribal Governments" codified at 2 C.F.R. Part 225 (together with Appendices A — D) and Appendix F of the TSA PGDS, Version 3.0 in effect upon the signing of this Agreement by both parties. TSA will reimburse the ECAT on an actual expense basis supported by one or more invoices submitted by the ECAT in accordance with Article X -- Payment. The parties understand and agree that all costs in excess of $4,631,030.00, as well as any costs that are inconsistent with OMB A -87 and the guidance set forth in the TSA PGDS Version 3.0 shall be borne solely by the ECAT unless otherwise agreed by the TSA in a modification in accordance with Article XILI "Changes and/or Modifications ". Should the TSA contributions of $4,631,030.00 represent more than ninety -five percent of the total final TSA allowable and allocable, and reasonable costs for the TSA baggage screening project, the ECAT will refund the TSA for the difference to achieve a ninety -five percent level. 4. The Project costs which TSA will reimburse is limited to those costs associated with the CBIS (defined as that area from the baggage insertion point into the EDS screening matrix to the point where screened baggage is re- inserted into the baggage makeup area), On Screen Resolution (OSR) room, Checked Baggage Resolution Area(s) (CBRA), and EDS network equipment room as defined in TSA's PDGS, Version 3,0, Appendix F. Appendix F of the TSA's PDGS provides guidance for reimbursable /nonreimbursable costs for TSA CBIS projects. A. Common costs considered reimbursable under this Agreement include but are not limited to: • Soft cost allowances consisting of Design Fees, Project Management, Construction Management, Escalation, Design Contingency and Construction Contingency • Construction Costs: - Demolition (airport infrastructure and /or baggage handling system related to the CBIS Project area.) - BHS infrastructure upgrades, platforms, catwalks located within the EDS screening matrix area. - BHS: The BHS portion located within the EDS screening matrix area, including redesign and upgrading of conveyors to support the integration of the CBIS EDS screening equipment. - Conveyor redesign and upgrade within the EDS screening areas. - Build out of .the OSR Room, CBRA(s) and EDS network equipment room - Acoustical treatment in the CBRA area. - Heating, Ventilation, Air Conditioning (HVAC) to maintain equipment and employee environmental requirements for CBIS, CBRA and EDS network equipment room. 3 HSTSO4- 10- H- CT1168 - Electrical and communications infrastructure (cabling, control panels) and basic lighting fixtures for the CBIS and CBRA. - Telephone systems /pager systems for the TSA CBRA area. - Basic architectural finishes. - Enclosing the mezzanine area where the EDS machines, CBRA and OSR room are located • For projects currently in design or construction, TSA will consider design and construction modifications as agreed between the TSA and the Airport required to make the TSA CBIS Project compliant with the TSA PGDS on a case -by -case basis. B. Costs not considered reimbursable include (listing is not all inclusive): • Exterior Building Shell. • The BHS portion prior to the EDS screening matrix area. • The BHS portion exiting the EDS screening. matrix areas. • Baggage make -up carrousels or outbound sortation systems. • Maintenance, repair parts or spare parts (other than spare parts which are initially provided by the Original Equipment Manufacturer during the installation of new ' equipment) for airport terminal improvements including the baggage handling conveyor components installed under this CBIS Project. • Manual encoding consoles or stations. • Employee break rooms, administrative office space and restrooms not intended for the sole use of TSA staff. • Architecturally pleasing enhancements. • Extended warranties beyond one (1) year. 5. Change orders shall not be considered an authorization to exceed the TSA funding provided for the Project, unless the TSA has been notified in advance of the impact the Change Order has on the TSA funding, and TSA provides its concurrence to proceed with the Change Order. Use of TSA contingency funds for the TSA Project requires TSA CO and/or the TSA Regional Deployment Manager approval in advance of the ECAT issuing the Change Order. ARTICLE V - PROJECT RESPONSIBILITIES The primary Project responsibilities of the TSA and the ECAT are outlined below. In addition to primary Project Responsibilities, specific technical responsibilities for the two parties are contained in Appendix A "TSA CBIS Acceptance Test Requirements ", attached hereto and incorporated by reference into this Agreement. The Project will be overseen by the ECAT. A. TSA Responsibilities 1. Review and concur the CBIS Project design, plans, and specifications at the 30 %, 70 %, and 100% design phases for the CBIS equipment g p installation based upon the recommendations and guidelines in the TSA PGDS in effect at the time of execution of this Agreement. 4 HSTSO4- 10 -H -C Tllb8 2. Provide the TSA's PGDS, as well as the CBIS EDS, ETD and OSR screening equipment and their associated specifications as required. 3. Advise the type of EDS equipment to be provided at each design stage submission. 4. Furnish, deliver, install and test the EDS and ETD equipment. 5. Provide EDS Original Equipment Manufacturer Technical Support Advisory Services to the Airport regarding integration of the EDS units into the BHS. 6. Provide the EDS System Specific Test Plan (SSTP) to the Airport following an EDS machine commissioning, coordination and test planning meeting. See Appendix A for further specifics. 7. Establish and conduct the Integrated Site Acceptance Testing (ISAT) for EDS machine screening capabilities. 8. Observe and approve ISAT results before the EDS equipment is certified as ready for . operational use. 9. Provide training for Transportation Security Officer personnel on the EDS equipment. 10. Review and consider requested changes to the design and associated costs as agreed to per Article XIII "Changes and/or Modifications ". 11. Provide maintenance, repair, and refurbishment to all TSA CBIS EDS, ETD, and OSR screening equipment throughout its life cycle at no cost to the ECAT. B. ECAT/Airport Responsibilities 1. Except for the responsibilities of the TSA, as outlined above, the CBIS Project will be managed and overseen by the ECAT. The ECAT, acting through such contractors as it may engage, will provide the engineering and design services, as well as the associated construction and baggage handling system contractors, necessary for successful completion of the CBIS Project. The ECAT will provide oversight of such contractor(s) to ensure the CBIS Project conforms to the TSA endorsed design and is completed within the prescribed costs and schedule identified and incorporated herein as Appendix B. 2. Ensure CBIS site preparation includes, but is not limited to, BHS modifications, environmental controls, and any other airport terminal infrastructure work required to support the EDS, ETD, and OSR equipment operational environment. CBIS designs should be OSHA compliant; adhere to the applicable EDS and ETD installation guide specifications; and should comply with all applicable Federal, State, and local building codes and regulations. Provisions will be made in the CBIS design that will allow TSA and its contractors full ingress to and egress from the CBIS area for the installation, operation, testing, maintenance, and repair of the EDS and ETD equipment. 3. Obtain all necessary licenses, insurance permits and approvals. 4. Ensure the Project site will be ready to accommodate the installation of the EDS units when delivered. CBIS Project site preparation includes, but .is not Iimited to, BHS modifications, mechanical, heating, electrical site preparation, including infrastructure to protect electrical or fiber optic cables, environmental controls, and any other airport terminal infrastructure work required to support the operational environment of the EDS, ETD and OSR equipment. 5 HSTSO4- 10- H- CT1168 5. Facilitate the installation of the EDS unit by providing a clear path during rigging and EDS installation, and provide sufficient space to allow for initial deployment activities (such as uncrating the EDS machines). 6. Provide three (3) feet of maintenance access space around the equipment so that components and /or parts may be repaired and/or replaced. 7. Once installed, provide reasonable measures to protect the EDS, ETD and OSR equipment from harm, theft, and water intrusion in the screening area. 8. Prior to TSA EDS Site Acceptance Testing, it shall be the ECAT's /Airport's responsibility to exercise due diligence to protect and insure the EDS equipment from damage due to ongoing construction or weather. 9. Perform and bear all cost of the operation, maintenance and repairs for the airport terminal installed property such as the baggage handling conveyor system, including the conveyors in the baggage screening matrix, heating, air conditioning, electrical and mechanical infrastructure in support of this CBIS Project. 10. Submit monthly milestone and project progress status reports by the 10` of each month to the TSA Deployment Manager, TSA Contracted Site Lead and TSA . Contracting Officer. Specific requirements for the content of the monthly project status report are identified in Appendix C. C. Operation and Maintenance Costs It is understood and agreed that the EDS, ETD and OSR security screening equipment are and will at all times remain the property of the TSA. TSA will maintain, repair, and refurbish the EDS and ETD units at no cost to the ECAT or Airport. In the event that EDS and ETD security screening equipment reaches the end of its life cycle, or is no longer being used for any other reason, the TSA will provide for the removal and disposition of the equipment at no cost to the Airport subject to the availability of TSA funding. No legal liability on the part of the TSA for any payment may arise for performance under this Agreement unless and until funds are appropriated for this disposal activity. In the event funds are not available for the removal or disposal of the EDS security equipment at the end of its life cycle, the TSA will leave the EDS equipment in place as non functioning units to allow the BHS to continue to operate. Except for the CBIS EDS, ETD, and OSR security screening equipment owned by the TSA and separately provided for use at the Airport, the ECAT shall own and have title to all airport terminal building improvements made in accordance with this Agreement such as heating, ventilation, air conditioning, electrical and mechanical infrastructure, baggage handling conveyor systems and controls, or other assets which are acquired and installed under this Agreement in support of this Project. It will remain the responsibility of the ECAT, its contractors or lessees acting through such agents as it may use, to maintain, repair and or replace such airport property to sustain the operational environment of the EDS, ETD and OSR security screening equipment. Title to all airport terminal building improvements that were purchased or reimbursed using Federal funds for this CBIS Project, shall become the property of the ECAT, whether purchased with TSA or Airport funds. -6 HSTSO4- 10- H- CT1168 The TSA's obligations to operate and maintain the EDS, ETD and OSR equipment arise pursuant to Federal Iaw and shall survive termination of this Agreement, but be contingent upon the continued legislative mandate. The responsibilities of the TSA and the ECAT relating to the ultimate disposition of the EDS equipment shall also survive termination of this Agreement. D. Deliverables Specific testing related deliverables are outlined in Appendix A. Appendix C identifies other required deliverables to be submitted by the ECAT and /or Airport Project Manager. ARTICLE VI - EFFECTIVE DATE AND TERM For purposes of establishing the beginning date to recognize incurred costs for this Project, the effective date of this Agreement shall be June 17, 2010. Project completion is currently estimated to be on or about September 30, 2011 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." The period of performance for this effort is established as March 31, 2012 in order to allow the ECAT time to submit a final invoice, close out the Project, and address any other issues. The ECAT agrees to work with TSA to close this OTA within six (6) months of completion of construction and successful ISAT acceptance testing of the EDS system. The ECAT will establish and provide Project Milestones to the TSA that allow objective measurement of progress toward completion. Project Milestones will be provided to the TSA Deployment Manager and TSA CO within 30 days after execution of this Agreement. TSA maintains the right to identify any additional milestones to be tracked. ARTICLE VII - ACCEPTANCE AND TESTING TSA will deem the CBIS Project complete upon successful results of the TSA CBIS Integrated Site Acceptance Test (ISAT) conducted by the TSA independent Acceptance Test Contractor and the TSA ISAT confirms that the baggage screening system has been installed in accordance with the TSA PGDS v 3.0 November 2009. Successful completion requires the correction of defects identified during the TSA independent acceptance test. Funding in the amount of $463,000 will be retained from the TSA Project funding of $4,631,030 for the duration of the Project until the baggage screening system has successfully passed the TSA EDS ISAT Acceptance test and any resulting deficiencies have been corrected. Once the baggage screening system has passed the TSA EDS ISAT Acceptance test and the deficiencies have been corrected, TSA will release the retained amount as part of the final invoice/request for reimbursement. ARTICLE VIII - 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 7 • HSTSO4- 10- 13- CT1168 Agreement, provided written notice of such appointments is made to the other party to this Agreement. The authorized representatives for the parties are as follows: A. TSA Points of Contact: Deployment Project Manager /Contracting Officer Technical Representative: Khalid Haider Transportation Security Administration Office of Security Technology, TSA -16 1 West Post Office Road Washington, DC 20598 -6932 Phone: 571- 227 -1350 E -Mail: Khalid.Haider @dhs.gov Contracting Officer: Connie Thornton Office of Acquisition, TSA -25 • Transportation Security Administration 4275 Airport Road, Suite C Rapid City, SD 57703 Phone: 605 - 393 -8191 E -Mail: Connie.Thornton @dhs.gov Only the TSA Contracting Officer (CO) shall have the authority to bind the Federal government with respect to funding and liability. The TSA Deployment Manager /Contracting Officer Technical Representative (COTR) is responsible for the technical administration of this Agreement and technical _liaison with the ECAT and/or Airport. The TSA Deployment Manager /COTR 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 ECAT and/or Airport must notify the TSA CO and TSA Deployment Manager /COTR in event that any TSA employee or TSA contracted agent takes any action that may be interpreted by the ECAT. and/or Airport as direction which consequently increases the TSA Project costs and would cause the ECAT and/or Airport to seek reimbursement from TSA beyond the TSA's liability as stated in the Agreement. • • 8 HSTSO4- 10 -H -CTI 168 B. ECAT Points of Contact: The ECAT's Point of Contact for all correspondence is: Chris Anderson Terminal Manager Eagle County Airport P.O. Box 850 Eagle, CO 81631 Chris.Anderson@eaglecounty.us 970 -328 -2649 The ECAT's Point of Contact for invoices is: Cindy Preytis Eagle County Building P.O. Box 850 Eagle, CO 81631 -0850 Cindy.Preytis@eaglecounty.us 970- 328 -3517 ARTICLE IX — FUNDING AND LIMITATIONS TSA will provide funding to the ECAT in an amount not to exceed $4,631,030.00. Funds in the amount of $4,631,030.00 are hereby obligated and made available for payment for performance of this Agreement. Expenses incurred in executing the work identified herein are chargeable to: PR: 2110200CT1168 5AV 101 B010D2010S. WE044GE013723006200622CT0 .5903001409040000.251B.TSA DIRECT.DEF. TASK Amount: $4,631,030.00 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. TSA's liability to make payments to the ECAT 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 ECAT for profit or the general costs of government. The ECAT may recover the allowable direct costs of ECAT personnel performing work necessary under this Agreement, as well as the allowable and allocable costs of the contractors hired by the ECAT to perform the necessary work under this Agreement. Profit and overhead costs for the ECAT's contractors performing work on the TSA Project are allowable costs. Submission of a cost allocation plan is required to address any indirect costs, to include ECAT 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 ECAT, 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 the SCAT if the TSA CO Officer determines that the invoices exceed the actual costs incurred, or if the work 9 HSTSO4- 10 -H -C 1.168 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 v 3.0. ARTICLE X — PAYMENT The United States Coast Guard Center performs the payment function on behalf of the TSA. For purposes of submission to the Coast Guard Finance Center, the ECAT must submit a completed Summary Invoice. Central Contractor Registration is mandatory for invoice payment; for information regarding the Central Contractor Registration, please refer to http: / /www.ccr.gov Invoices for reimbursable expenses will be submitted every thirty (30) days or more frequently, as expenses are incurred. For periods in which the ECAT has not incurred a reimbursable expense, an invoice is not required. Expenses are considered to accrue on the date that the ECAT is invoiced from a 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 ECAT within 30 days of receipt of each properly prepared invoice for reimbursement of incurred costs. 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." In the event the Agreement is terminated, expenses that have accrued more than thirty (30) calendar days prior to termination will be ineligible for reimbursement. 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 HSTSO4- 10- H- CT1168 (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 ECAT'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 email or by electronic transmission to the following address(s): 10 HSTSO4- 10- H- CT1168 Mailing Address: TSA Commercial Invoices USCG Finance Center P.O. Box 4111 Chesapeake, VA 23327 Email: FIN- SMB- TSAINVOICES @uscg.rnil Step 2 — Submission of Summary Invoice and Supporting Documentation Submittal to TSA for Approval of Payment: The TSA CO and the TSA Deployment Manager /COTR are required to review and approve all invoices prior to payment. To aid in this review, the ECAT 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 identifications that the Airport has paid these obligations. The ECAT should provide this supporting information simultaneously with Step 1 to expedite the payment process. The Support Documentation should contain the following items: • Summary Invoice from Step 1 • An executive summary project overview with the first invoice • A summary spreadsheet providing a categorized breakdown of the amount invoiced. • Spreadsheet detailing the invoices and amounts submitted, including individual invoice numbers, amounts and coding; grand totals; and detail on how each invoice is distributed amongst the work areas and construction divisions • detailed in the "TSA Pay Request" spreadsheet. • • Signed, approved and legible copies of each individual contractor's invoice to include schedules of values statements of work. o Copies of contracts and change orders that provide support for the actual work being invoiced o Vendor /subcontractor invoices with specific details about services provided o Vendor and subcontractor information showing employees name, rates of pay, dates and hours worked o Rationale for all allocations or unusual calculations or assumptions o Proof of delivery of the equipment to the project sporisor 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). • Proof of payment by the Airport 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 pp g y be submitted by mail via CD or paper documents or electronic transmission to the below addresses. The final closeout invoice should include proof that all required deliverables have been provided. 11 HSTSO4- 10- H- CT1168 Ms. Lois Frieman Connie Thornton, TSA Contracting Officer Data Management Lead CIO Mr. John Gebhart Transportation Security Administration Faithful & Gould TSIF — S224J 1725 Duke Street, Suite #200 1 Post Office Way Alexandria, VA 22314 Washington, D.C. 20528 -6032 Phone: 571- 227 -5578 Phone: 703 -684 -6550 X626 Email: OSTCBD@tsa.dhs.gov Email: John.Gebhart@fgould.com Upon completion of the review of the supporting documentation for the Summary Invoice, the TSA CO and TSA Deployment Manager /COTR will advise the Coast Guard Finance Center regarding payment of the Summary Invoice. • ARTICLE XI - AUDITS The Federal Government, including the Comptroller General of the United States, has the right to examine or audit relevant financial records for a er' p rod not to exceed three (3) years after expiration of the terms of this Agreement. The ECAT 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 provision, "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. • The ECAT 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 ECAT or at the offices of the ECAT's contractor(s) responsible for the Project. The ECAT 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 ECAT 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 Iaw, provided that those entities maintain records which conform to generally accepted accounting practices. The ECAT shall insert a clause containing the terms of Article XI — Audits in all its contracts and subcontracts under this Agreement that exceed $100,000.00 (One Hundred Thousand Dollars). ARTICLE Kg — REQUIRED FEDERAL PROCUREMENT PROVISIONS 1. Competition in the award of contracts or procurements resulting from this Project is strongly encouraged and the ECAT should promote competition to the maximum extent practicable. TSA 12 HSTSO4- 10- H- CT1168 acknowledges the existing design and engineering firm currently under contract by the ECAT will be continued in support of the TSA CBIS Project. 2. The ECAT agrees to include in its contract(s) a provision that the Airport Terminal designs are required to comply with the TSA's Planning Guidelines and Design Standards. 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 duly authorized representative of the ECAT. Any modification shall cite 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 modification shall be attached to this Agreement and thereby become a part of this Agreement. ARTICLE XIV — DISPUTES • When possible, disputes will be resolved by informal discussion between the parties. 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. The dispute shall be made in writing and signed by a duly authorized representative of the ECAT 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 resolved by the TSA Assistant Secretary or his or her designee. The parties agree that the TSA Assistant Secretary's decision shall be final and not subject to further judicial or administrative review and shall be enforceable and binding upon the parties. 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 TSA 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. 13 HSTSO4- 10- H- Cr1168 ARTICLE XVI — CONSTRUCTION OF THE AGREEMENT This Agreement is an "other transaction" issued under 49 U.S.C. § 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 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 both parties shall 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 members 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. • I4 HSTSO4- 10 -H -CT1 168 - C. MEDIA Neither the ECAT, the Airport nor its contractors shall make publicity announcements or conduct any public affairs activities related to the subject matter of this Agreement unless written approval has been received from the TSA Office of Security Technology or the TSA Office of Strategic Communication and Public Affairs prior to any release. ARTICLE XVIII - SURVIVAL OF PROVISIONS The following provision of this Agreement shall survive the termination of this Agreement: Article V — Project Responsibilities, paragraph C; Article XII — Required Federal Procurement Provisions; Article XI — Audits; Article XIV — Disputes, Article XVII — Protection of Information and Article XVIII — Survival of Provisions. END OF AGREEMENT • • 15 • HSTSO4- 10- H- CT1168 IN WITNESS WHEREOF, the Parties have entered into this Agreement by their duly authorized officers this day of , 2010. U. S. Department of Homeland Security Eagle County Air Terminal Corporation Transportation Administration " By: Connie Thornton Sara J. Fisher, President TSA Contracting Officer • Date Date Copy to: Office of Security Technology Federal Security Director 16 HSTSO4- 10- H- CT1168 Other Transaction Agreement Between - Transportation Security Administration (TSA) and Eagle County Air Terminal Corporation Checked Baggage Inspection System For Eagle County Regional Airport Appendix A — TSA CBIS Acceptance Testing Requirements Scope: TSA support for the Checked Baggage Inspection System (CBIS) Project for the Airport's In -line Baggage Screening System will encompass design, construction and modification of existing Baggage Handling Systems to support the installation of EDS machines. TSA will further support this CBIS Project with the installation, start -up and commissioning, integration and testing of EDS machines and relevant ancillary equipment. A. TSA responsibilities with regard to the Project are listed below in sections 1.1 to 1.7 listed below. Many responsibilities are delegated to TSA contractors such as the EDS Original Equipment (OEM) Manufacturer, TSA Site Lead Contractor, and TSA Acceptance Test Contractor but ultimate responsibility resides with TSA. • 1.1 EDS PLACEMENT TSA will ship, rig and install EDS machines, baggage screening networking equipment, ETD screening equipment and ancillary baggage screening equipment in their respective operational locations within the Project Location. TSA, through the EDS OEM or other TSA contractors, shall be responsible for coordinating and integrating activities regarding placement of EDS equipment with the local TSA Point of Contact and Airport Project Team Point of Contact. 1.2 INSTALLATION SUPPORT 1.2.1 Project Management The EDS OEM shall be responsible for providing technical support throughout the entire period of performance during the installation project. The EDS OEM shall be responsible for all labor, materials, equipment, and support services required for planning, managing, and supervising all items related to the installation of the EDS units and associated ancillary equipment. • 1.2.2 Technical Support TSA will provide technical support to the project through existing. TSA contracts with the EDS OEM, TSA Site Lead, and TSA Acceptance Test Lead. • The identified TSA Site Lead should be included in all relevant planning /project meetings relevant to TSA contributions to the Project. Project schedules and updates • should be provided to the TSA Site Lead to ensure TSA has timely and sufficient notice of deliverable dates. ■ The EDS OEM shall provide technical consultations to the TSA Project Manager and Airport Project Manager regarding project efforts that may include, but are not limited to: teleconferences; reviews of drawings and specifications; and exchanges of technical documentation such as specifications, manuals, and guides. 17 HSTSO4- 10- H- CT1168 • TSA Test Lead shall support testing of the EDS units and their integration with the BHS and will develop relevant test plans and reports that will be shared with the Airport Project Manager. • Support for the development and execution of the TSA Agreement in place between TSA and the Airport will be provided by TSA Office of Acquisition. ■ Oversight and coordination of technical aspects of the project will be provided by the TSA Deployment Manager. • Local TSA personnel shall support coordination of issues between TSA Deployment Manager and the Airport Project Manger as directed by the Federal Security Director (FSD). Title Name Contact Information TSA Deployment Khalid Haider Khalid.Haider @dhs.gov Manager 571- 227 -1350 TSA Test Manager Amy Becke Amy.becke @dhs.gov 571 - 227 -1261 TSA Office of Connie Thornton Connie.Thomton @dhs.gov Acquisition 605 -393 -8191 TSA FSD Point of Darrell Abbott Darrell.abbott @dhs.gov Contact 970- 203 -4233 TSA Contractor TBD TBD Site Lead Airport Point of Chris Anderson Chris.Anderson @eaglecounty.us Contact 970 - 328 -2649 1.2.3 Commissioning Services TSA, through the EDS OEM and its other TSA contractors, shall be responsible for all labor, materials, equipment, and support services needed to assemble, power up, configure, and install the EDS machines into the required operational condition. The EDS OEM shall provide technical support, documentation, and installation of the EDS units and the associated local Baggage Viewing Stations (BVS) after confirmation that ail pre - installation requirements have been met. The EDS OEM shall coordinate with the TSA Deployment, TSA Contractor Site Lead, TSA Acceptance Test Lead, and the Airport Project Manager's contractors to perform CBIS system testing. 1.3 Acceptance Testing Mandatory testing for this system includes Site Acceptance Testing (SAT) for the EDS units following installation; pre - Integrated Site Acceptance Testing following the integration of the EDS units with the BHS affirmed through a Test Readiness Report (TRR); and Integrated Site Acceptance Testing (ISAT) prior to TSA acceptance of the system for operational use. See table below for minimum lead time requirements for testing activities. 18 HSTSO4- 10- H- CT1168 Lead Times for Activity Responsible Parties [SAT (Days Prior to projected test _ date)': Site Initiation Site Planning Checklist delivered to the TSA Deployment Airport Project Sponsor to complete to Manager, TSA Site support CBIS ISAT Site Specific Test Plan Lead (SSTP) development. >100 days Completed CBIS Site Planning Checklist and Airport Project other required site documentation received by Team, TSA Site TSA Acceptance Test Contractor from Site Lead Lead, to include • BHS Specifications • Controls Description and/or Description of Operation (if both exist then provide both) • Fail -safe and /or E -Stop Zone Drawings • BHS Drawings, Plan View(s) (with control stations and conveyor numbering) and Elevation View(s) • Available CBIS Daily Reports shall be provided during ISAT testing and throughout the Run -In period. These reports should meet the requirements described in PGDS Appendix D1 of the PGDS. • Conveyor Motor Manifest It may be necessary to supplement the above material with additional documentation, such as: • Installation Phasing Plan Narrative and Phasing Plan Drawings • Construction and Testing Schedule(s) • Sample CBIS Report that presents the status of bag arrivals at CBRA. Ideally, a break -out of all possible • statuses presented for bag arrivals at CBRA will be provided in this report. > days On -site Site Survey Meeting held to assist in Airport Project preparation of the SSTP and to conduct initial Team, test coordination. This visit will allow the TSA Deployment TSA Acceptance Test Contractor to tour the Manager, TSA Site site, review the completed Site Planning Lead, TSA Checklist with the Project Team, and initiate Acceptance Test • 19 • HSTSO4.10- H- CT1168 • the SIDA badge application process, if Contractor required. TSA Site Lead coordinates . schedule with Project Team and TSA's Acceptance Test Contractor. 90 to 60 days SSTP is developed by the Acceptance Test TSA Acceptance Contractor and a draft is submitted to TSA Test Contractor Deployment Manager. 60 to 45 days TSA Deployment Manger submits feedback TSA Deployment for the draft SSTP to Acceptance Test Manager Contractor. >45 days SSTP is revised, based on TSA Deployment TSA Site Lead, TSA Manager feedback, and is delivered to the Acceptance Test Project Team Contractor, Airport Project Team 45 to 30 days SSTP is revised, based on Project Team TSA Acceptance review, and final version is submitted to TSA Test Contractor, OST and Project Team. Any system changes TSA Deployment following acceptance of SSTP must be Manager formally reviewed and approved by the TSA Deployment Manager for required test revisions. Test coordination meeting between TSA Site Airport Project >30 days Lead, TSA Acceptance Test Contractor, and Team, Airport Project team to review the final SSTP, TSA Deployment coordinate o 'stic 1 r s &man ower, and to Manager, g i P g , TSA Site • review the TRR process and specific tests to Lead, TSA be performed. Any requests for deviation Acceptance Test from the SSTP testing requirements must be Contractor delivered in writing to the TSA prior to this meeting for review and response. This is last chance for the Airport Project Team to disclose any test standards that cannot be met in writing and formally justify exemption from said test criteria. Final revisions to the SSTP will be made, including the incorporation of exemptions approved by the TSA Deployment Manager, if applicable. Typically 14 TSA Acceptance Test Contractor will ship Airport Project days to 1 day test articles. Airport Project Team receives Team, TSA test articles and stores as appropriate. Acceptance Test Contractor >11 business Project Team delivers internal pre -ISAT test days results to Site and TRR readiness Airport Project confirmation letter to the TSA Site Lead. Team, TSA Site Upon successful review, the TSA Site/TRR Lead Lead is deployed to the site within 7 days. • 20 HSTSO4- 10- H- CT1168 • > business days TSA Site Lead performs the TRR. Airport Project Team, TSA Site Lead >3 business days When notice of successful TRR is provided Airport Project no later than COB Wednesday (5:00 p.m. Team, TSA Site EST), ISAT deployment will occur the Lead, TSA following Monday. If delivered any time Acceptance Test Thursday through Sunday, test team Contractor deployment will occur on the second Monday. 2 business days TSA Acceptance Test Contractor travel day TSA Acceptance (normally Monday) Test Contractor 1 to 0 business TSA Acceptance Test Contractor Airport Project days mobilization activities (normally Tuesday). Team, TSA Activities will include an In -brief meeting for Acceptance Test all stakeholders. Contractor Test start Normally Tuesday or Wednesday. TSA Airport Project Acceptance Test Contractor will accept PLC Team, TSA code from TSA Site Lead or Airport Project Acceptance Test Team at the time of testing. The Acceptance Contractor, TSA Site Test Contractor will collect BHS conveyor Lead details for specific sections of the CBIS. Prior to departing the site, an Out -brief meeting will be held for all site stakeholders. <1 business day QLR is submitted by the TSA Test TSA Acceptance after ISAT data Acceptance Contractor to TSA Deployment Test Contractor, P , analysis is Manager. TSA Deployment complete Manager TSA OST Following TSA QLR review and approval for Airport Project discretion live operations, substantial use live operations Team, TSA (run -in) may begin. The TSA Acceptance Acceptance Test Test Contractor will collect daily CBIS Contractor, TSA reports from the Airport Project Team at one- Deployment week intervals, as previously coordinated. Manager Typically 228 The TSA Acceptance Test Contractor Airport Project days or more remotely monitors system performance during Team, TSA from start of the substantial use live operations run -in Acceptance Test substantial use period and analyzes at least 21 days of run -in Contractor data received from Airport Project Team. 3 to 5 business The TSA Acceptance Test Contractor . Airport Project days following observes system operation on -site and collects Team, TSA completion of 21 any necessary remaining data to analyze a Acceptance Test days of nun -in minimum of 30 days of run -in data. In Contractor, TSA Site data analysis addition, PLC code is collected from the TSA Lead Site Lead or Airport Project Team. The TSA Acceptance Test Contractor will also collect 21 HSTSO4- 10 -H -C71168 BHS conveyor details for specific sections of the OBIS. 3 to 5 business TSR, if required, is submitted by the TSA TSA Acceptance days following Acceptance Test Contractor to TSA. Test Contractor, completion of 30 TSA Deployment days of run -in, Manager data analysis, . and on -site observations <20 business SSTR is submitted by the TSA Acceptance TSA Acceptance days from Test Contractor to the TSA Deployment Testing Contractor, conclusion of 30 Manager. TSA Deployment days of run -in, • Manager data analysis, and on -site observations 1.3.1. Site Acceptance Testing (SAT) The EDS OEM shall coordinate and conduct SAT testing on the EDS machines in the presence of a TSA/OST designated government witness (normally the TSA Acceptance Test Contractor.) The EDS OEM shall implement and coordinate testin g by issuing b issuin a Test Readiness Notification (TRN) at least 7 days prior to the scheduled SAT testing. Passing SAT results are required prior to integration of EDS to the BHS and to certify equipment readiness for operational use in screening baggage. In the event that supplied EDS units cannot meet SAT test requirements, TSA will ensure that any defects are corrected or that the EDS unit is replaced. 1.3.2. Site Specific Test Plan Development (SSTP) TSA has arranged for its Acceptance Test Contractor to develop a Site Specific Test Plan based on testing criteria outlined in the TSA CBIS Planning Guidelines and Design Standards Appendix D -2. The SSTP will be based on the Airport Project Manager responses to a Site Planning Checklist to be completed >100 days in advance of the OBIS Integrated Site Acceptance Testing. The Final SSTP shall be delivered to the Airport Project Manager 30 days in advance of projected ISAT start-up. This is preceded by reviews of the draft SSTP by the TSA Deployment Manager 60 -45 days prior to testing and by the Airport Project Team 45 -30 days prior to testing. The TSA Site Lead and Acceptance Test Lead shall participate in a Test Coordination meeting no less than 30 business days prior to the projected ISAT start up to ensure that all Airport Project Team concerns and questions about the ISAT test plan are resolved and to coordinate logistical and technical needs. Any requests for deviation from the SSTP testing requirements must be delivered in writing to the TSA Deployment Manager prior to this test coordination meeting for review and response. The TSA Deployment Manager will review /evaluate any requests for phased testing (e.g. non- consecutive testing activities requiring multiple TSA Test Team trips). Such requests must be supported by compelling justification and submitted in writing to the TSA Deployment Manager well in advance of SSTP development. Programming or mechanical changes made before ISAT 22 HSTSO4- 10 -H -CTI 168 (typically during Contractor pre- testing or TRR) must be documented and provided to the TSA Deployment,Manager and Acceptance Testing Contractor. This is last chance for Airport Project Team to disclose any test standards that cannot be met in writing and formally justify exemption from said test criteria. 1.3.3. Integrated Site Acceptance Testing (ISAT) Scheduling and Coordination: Construction schedule including the ISAT start date(s) and duration(s) shall be shared with the TSA Site Lead at 120, 90, 60, 30, and 14 days from the anticipated ISAT start date. This schedule shall be distributed each time changes are made to the ISAT start date and/or duration. Changes made to the schedule within two weeks of the planned ISAT start date may relieve the TSA of the obligation to begin testing within three business days of the TRR. In this situation, the ISAT start date could depend on TSA's testing workload and resource allocation. • Test Results and Reports: an R ports: Testing results will be shared in hard copy format with the Airport Project Manager through the local TSA Point of Contact. Test results will identify security, efficiency and safety concerns. There are four (4) possible test outcomes: • Meets Criteria — System meets TSA PGDS Requirements; • Meets Waivered Criteria — System meets TSA's PGDS requirements and TSA Deployment Manager waivered criteria. • Defects Found — TSA may system the s stem but further work is needed to correct defects; • Fail — TSA will not staff the system; Airport should resolve issues as published and prepare for re- testing In the event ed of a failed result, r strlt, TSA reserves the right to defer any subsequent re -tests for a period of at least 30 days. 1.4 INTEGRATION SERVICES 1.41. BHS Support The EDS OEM shall assist the Airport Project Manager's BHS contractor to establish digital and serial communication for the EDS units. Once communication between devices has been established, the EDS OEM shall provide the following support and integration services. • Assist the BHS contractor to obtain efficient EDS operation. • Provide on -site Integration Engineer Support Services to facilitate the entire integration effort with the BHS. at Be available to support system testing and validation conducted by internal or external organizations including Site Specific Test Plan (SSTP) for the Integrated Site Acceptance Test (ISAT) and pre -ISAT project testing and throughout the planning phases including the issuance of the ISAT TRN and TRR. • During initial system operations run of live checked baggage, provide technical assistance as requested by TSA and /or the Airport Project Manager. 1.4.2. Software and Hardware Following SAT and throughout the integration effort, the EDS OEM shall install and test the required software and hardware to allow for digital and serial communication between the EDS 23 HSTSO4- 10- H- CT1168 and the BHS PLC if required. Functionality of the EDS/BHS interface hardware and software shall be verified by the EDS OEM at the interface box prior to working with the Airport BHS contractor to ensure a proper operating PLC interface and to avoid delays. 1.5 SYSTEM NETWORKING 1.5.1 Network Infrastructure The EDS OEM shall provide required patch cables and miscellaneous hardware to interface between network patch panel and EDS OEM supplied networking components. 1.5.2 Network Services The EDS OEM shall provide: training for TSA staff; coordination and support for TSA and testing certification; and resources to conduct installation, testing, and initial operational support for networking. No other network may interface with the networked airport screening solution. The implemented assigned network for operation shall be an isolated, stand -alone network. 1.6. TRAINING TSA will provide training for TSA screening staff on the operation of the CBIS EDS, ETD and OSR equipment. • 1.7. MAINTENANCE Upon successful completion of SAT testing for each ED's machine, TSA will maintain and repair the EDS, ETD and OSR units throughout their lifecycles. B. AIRPORT PROJECT MANAGER'S RESPONSIBILITIES with regard to the Project are listed below in sections 2.1 to 2.5 listed below. 2.0 DESIGN The Airport Project Manager will undertake design of a CBIS baggage screening system in accordance with the TSA PGDS which meets the needs of the Airport and TSA FSD. The Airport Project Manager shall submit designs at 30 %, 70% and 100% intervals to TSA for review. The Airport Project Manager shall respond to TSA design review continents promptly and in writing. 2.1 CBIS EDS PLACEMENT The Airport Project Manager shall ensure that the CBIS Project site will be ready to accommodate the installation s aIlation of the EDS machines and associated equipment. qurpm The Airport Project Manager shall provide adequate protection to airport infrastructure during any and all ED's movements. The Airport Project Manager shall coordinate with the EDS OEM to integrate all activities regarding placement of EDS equipment. The Airport Project Manager shall provide reasonable measures to protect the EDS and ETD equipment from damage in the screening area. 2.1.1 Site Readiness and Storage The Airport Project Manager shall confiu n site readiness to receive EDS units to the TSA Contractor Site Lead no later than 10 business days prior to requested delivery date. Site readiness shall address availability of permanent power; removal of obstacles to the rigging path; and adequacy of physical environmental conditions within the delivery area that meet EDS OEM 24 r - HSTSO4- 10- 11- CT1168 standards for protecting the EDS units: The Airport Project Manager shall provide secure storage for the EDS units and ancillary equipment (such as computer monitors) if site conditions at the time of delivery do not provide adequate protection. The Airport Project Manager shall provide secure storage space for hardware associated with EDS integration and multiplexing until it can be installed by EDS OEM Integration Support Staff. Failure to meet these minimum requirements may result in reallocation of CBIS equipment to other sites, thus affecting the airport's overall project schedule. 2.1.2 Rigging Services The Airport Project Manager will be responsible for providing rigging path verification, ingress path, and /or structural analysis. If required, the Project Manager will remove and replace any walls, windows, glass, doors, or other physical barriers in support of rigging activities. 2.2 INSTALLATION SUPPORT 2.2.1 Power Requirements The Airport Project Manager will provide terminations to the EDS machines for electrical power. The Airport Project Manager will be responsible for providing all infrastructure power • requirements including separate metering. If applicable, the Project Manager will design and install all power requirements to terminal locations within the OSR room, CBRA area, and at the EDS machine locations. The Airport Project Manager will provide cabling from terminations to EDS equipment. The Airport Project Manager shall attest to the availability of power supply to adequately support the EDS and associated equipment in accordance with OEM specifications and be liable for damage to this equipment resulting from deviations to accepted power supply conditions. 2.2.2 Commissioning Services The Airport Project Manager will be responsible for obtaining all other infrastructures not mentioned in Section 2.2.1 to support EDS machine operations and maintenance. 2.3 INTEGRATION SERVICES The Airport Project Manager shall ensure that the BHS Contractor coordinates with EDS OEM in support of integration activities (e.g. installation and testing the required software and hardware to allow for digital and serial communication between the EDS and the BHS PLC) as needed. Terminations to the EDS machines for BHS PLC communication shall be performed by the Airport BHS contractor. 2.4 NETWORKING 2.4.1. Network Infrastructure - The Airport Project Manager will design and install all communication conduit, fiber, etc. as required by the EDS OEM's design criteria for the EDS and EDS networking system, including but not limited to connectivity of the OSR Room, CBRA area, and the Baggage Control Room as required. Exact parameters will be reviewed at Project start -up by TSA. The Airport Project Manager will provide cabling and network patch panels in TSA control rooms, CBRA search areas, and the TSA network room as determined by the network design conducted in conjunction with the.Airport Project Manager. The EDS OEM shall provide 25 HSTSO4 -1 o- H- CT1168 required patch cables and Miscellaneous hardware to interface between network patch panel and EDS OEM - supplied networking components. The Airport Project Manager will provide all electrical outlets to support installation and operation of a fully multiplexed CBIS explosive detection system. 2.4.2. Network Services No other network may interface with the networked airport screening solution. The implemented assigned network for operation shall be an isolated, stand -alone network. 2.5. ACCEPTANCE - TESTING SUPPORT The project schedule shall allow for sufficient time to conduct mandatory testing of the EDS . units after installation and integration. The project schedule shall also factor in minimum lead times for notification of readiness for. testing (7 days for SAT;-3 days for TRR; and at least 3 business days for ISAT.) The Airport Project Manager shall identify operational windows in time in which testing activities can be accomplished. Testing activities will be scheduled for ' normal 8 -hour business days (Monday - Friday) and should not include holidays. Requests for overtime or multiple shifts are discouraged and will only be considered based on compelling justification. The TSA Deployment Manager will review /evaluate any requests for phased testing (e.g. non - consecutive testing activities requiring multiple test team trips). Such requests must be in writing supported by compelling justification and submitted to the TSA Deployment Manager well in advance of SSTP development. Programming or mechanical changes made before ISAT (typically during Contractor pre - testing or TRR) must be documented and provided to the TSA Deployment Manager and Acceptance Testing Contractor. 2.5.1 Site Specific Test Plan (SSTP) The Airport Project Manager shall ensure that information needed to develop an accurate SSTP is provided to TSA Test Acceptance Manager at the earliest opportunity, but no later than 100 days prior to the requested testing date. Required documentation includes: • The Site Planning Checklist • • BHS Specifications • Controls Description and/or Description of Operation (if both exist then provide both) • Fail -safe and/or E -Stop Zone Drawings • BHS Drawings, Plan (with control stations and conveyor numbering) and Elevation Views • Available CBIS Daily Reports shall be provided during ISAT testing and throughout the Run -In period. These reports should meet the requirements described in the PGDS Appendix Dl. • Conveyor Motor Manifest It may be necessary to supplement the above material with additional documentation, such as: • Installation Phasing Plan Narrative and Phasing Plan Drawings • Construction and Testing Schedule • Sample CBIS Report that presents the status for bag arrivals at CBRA. Ideally, a break- - out of all possible statuses presented for bag arrivals at CBRA will be provided in this • report. 26 HSTSO4- 10- H- CT1168 All drawings shall be clearly visible and readable when plotted on Arch D Size Stock. All documents shall be submitted electronically (e.g. text documents in MS Word or PDF and drawings in AutoCAD [.dwg] or PDF.) Any system constraints that will prevent compliance with TSA testing and performance criteria must be disclosed in writing to TSA as far in advance as possible to allow for evaluation of applicable waivers. Any restrictions on system availability and accessibility for testing shall be disclosed. Cutover plans including any phasing plans that will affect the TSA Acceptance Test Contractor's ability to test the full system from ticket counters through the outbound/sortation system shall also be disclosed to allow for the development of an accurate SSTP. Cutover plans that will result in multiple testing phases shall also be presented to TSA in writing for review and approval in advance of the projected test start date. The Airport Project Manager will have the opportunity to review and comment on SSTP in advance of testing. Comments and/or questions should be directed to the TSA Deployment Manager and the TSA Site Lead. 2.5.2. Test Readiness Report (TRR) This pre -ISAT activity is conducted by TSA Site Lead in coordination with the Airport Project Team (typically the BHS Contractor.) The purpose of this testing activity is to assure TSA of site readiness for ISAT and is a precursor for TSA authorization for TSA Test Acceptance Lead to deploy. The Airport Project Manager Team, will be provided TRR data sheets by the TSA Site Lead. BHS /CBIS configuration and operation shall be in final form intended for bag screening • operations. Unless mutually agreed to, changes /improvements to BHS /CBIS between TRR and ISAT are not authorized. The Airport Project Manager Team p J g must address securi ty and efficiency defects found during TRR and be prepared to implement mutually agreed upon corrective actions prior to ISAT. Required input from the Project Team will include: Functional Testing Documentation: Testing authentication must be clearly reported and show every test with bag ID and declared status on printed EDS ]DRS (Field Data Reports) and resulting bag destination. Ledger forms should show test date, type of test, identification of bag destination location, and ID number of the bags arriving at that location. Sample ledger forms • will be provided in the SSTP. • These reports should be organized and indexed in a loose -leaf binder(s) • Each test shall conclude with an indication of successfully passing the required criteria of BHS specification and testing criteria and if conflict or failure exists, then so indicate with an explanation. • Presentation of completed testing and TRR required documentation to TSA Site Lead not less than 7 business days prior to anticipated Pre -ISAT date is required. System Mixed Bag Test and System Throughput Test Observation: Sufficient numbers of test bags (no less than 100 test bags per EDS) will be utilized to "stress" the BHS /CBIS as would occur during peak operating times. Test bag set profile should be similar to the TSA Acceptance Test Contractor's test bag profile. 27 • HSTSO4- 10- H- CT1168 • A real -time observation by TSA Site Lead of a global BHS /CBIS System Mixed Bag Test and System Throughput Test using clear and suspect bags is required. • All EDS equipment must be operational. • All baggage entry points must be utilized. ISAT: The TSA Site Lead performs the TRR. If successful, a Test Readiness Notice is issued to TSA and the TSA Acceptance Test Contractor for ISAT deployment. IF delivered by COB Monday through Wednesday (5:00 p.m. EST), ISAT deployment will occur the following Monday. If delivered any time Thursday through Sunday, ISAT deployment will occur on the second Monday. If changes are made to the system following TRR without prior coordination with TSA, ISAT testing shall be postponed pending submission of documentation for review and evaluation by TSA and its Acceptance Test Contractor (see paragraph 2.5.7) 2.5.3. Logistical Support Needs: The Airport Project Manager shall identify any logistical or support needs that will impact TRR and ISAT testing, to include: • any process needed to obtain sufficient baggage tags should the system use IATA baggage tracking mechanisms, or blank bag tags if the system does not use IATA baggage tracking mechanisms; • any process needed to obtain sufficient baggage tubs /totes (typically 20 per installed EDS machine) • any process needed to obtain airport badges /access for TSA Acceptance Test Contractor personnel; and/or personnel escorts • availability of baggage handling support for testing activities; and • availability of support for delivery and secure storage of TSA Acceptance Contractor test bags for ISAT (100 bags per EDS machine.) 2.5.4. ISAT Testing: The TSA Acceptance Test Contractor will meet with the Airport Project Manager Team at least 30 days prior to testing to coordinate the conduct of ISAT testing. The TSA Acceptance Test Lead and the Airport Project Manager Team will finalize details relating to the scheduling and duration of the testing. (Generally allow 1.5 days per EDS line and 1.5 • days per each system Sort Testing and Rate Testing.) 2.5.5. Test Results and Reports In the event of a Defects Found or Failed result during TRR or ISAT testing, the Airport Project Manager Team shall report corrective actions to be applied and the timeline associated with said corrections. If constructed system fails testing, TSA will work with the Airport Project Manager Team to identify corrective solutions. TSA is not obligated to accept or operate a baggage screening system that does not meet the minimum test standards. 2.5.6. Operational Run -In The Run -In period will extend for a minimum of 30 days from the start of substantial operations with cutover of substantial input and output lines. This period of time shall be discussed and agreed to by all parties during the SSTP development process, and reconfirmed at the completion of the ISAT. This period shall also be dependent on resolution of deficiencies found during testing and Run -In. Once a week during the Run -In period, the project authority or their authorized representatives shall forward electronic versions of all CBIS Daily Reports required 28 • HSTSO4- 10- H- CT1168 by Appendix D1.23 of the PGDS. These reports will be supplied to TSA and their deployment and testing contractors. Additionally, a CBIS report that presents the status for bag arrivals at CBRA should be provided in support of Run -In period.data collection, as was made available during ISAT testing. Statuses to be reported include at a minimum: Total Bags, Suspect, Clear, Unknown, No Decision/Pending Decision, Lost in Tracking, Oversize, and Out -of -Gauge Bags. Ideally, a break -out of all possible statuses presented for bag arrivals at CBRA will be provided in this report. After receipt, review and analysis of at least 21 days of performance data, TSA and their Acceptance Test Contractor will deploy to the site to physically verify closure of open deficiencies, and observe system operation against the data reported. During this time, measurements of belt speeds for security tracking zone conveyors will be performed. These Run - In period measurements will be recorded and reported together with similar measurements made during mobilization for CBIS ISAT testing. Based on the data analysis and physical observations, a recommendation will be made to TSA via a Test Summary Report (TSR) to end the Run -In period, extend the Run -In period, and /or change the operational status of the CBIS. 2.5.7. Post Commissioning Activities: The TSA Site lead will conduct 30 -day operational run -in observations of the system following successful ISAT testing. The Airport Project Manager shall provide a written response outlining corrective actions that will be taken due to outstanding deficiencies, and action res, a trop rtems rdentrfred•rn the ISAT Test Report within three (3) months. For the continued and secure operation of the CBIS, all changes to the BHS system that impact the CBIS operation after its initial commissioning must be reviewed, evaluated, and endorsed by TSA before they are implemented by the Airport. The following procedure P y rp g p ure is to be followed for all changes to CBIS systems other than those required for normal routine and periodic maintenance/repairs to the BHS system. The Airport/Airline responsible for the BHS system shall assemble an information package for submittal to TSA Office of Security Technology which includes the following minimum information. • Written description of all proposed physical and programming changes to the BHS and CBIS system(s) • Reason for proposed change(s) • Anticipated impact to system operation (e.g. increased throughput, lowered tracking losses, elimination of bag jams) • Drawings showing affected areas • • Any potential security, tracking or efficiency impacts, including impacts on TSA manpower or operations • Proposed date of changes This acka e shall be delivered to the local TSA FSD who shall review the package. The local 7? g h aka P g TSA FSD shall add any comments he /she may have and forward the package to TSA Office of Security Technology at the following address: 29 • HSTSO4- 10- H- CT1168 Transportation Security Administration Office of Security Technology, TSA-1 6 TSIF Building 1 West Post Office Road Washington, DC 20598 -6032 The TSA Office of Security Technology will review and analyze the efficacy and impact of these changes to determine if it may be necessary for TSA to re- certify the CBIS system. Once the review has been completed, TSA shall notify the kcal TSA FSD and the Airport/Airline with the TSA recommendation and testing requirements for the system changes. - • • • 30 APPENDIX 13, Schematic, Project Cost and Milestone Schedule Schematic 1 I IMMO i 0 ___________ t " ; I iii 4 & ___ ...,,.. is 1---- 1.. ___1 FS 1 1 1 1 RIR .., 1 c) -------- 1 iii 7 -- j111' JII i____ E ■ III I 1 I T Lin __________ 1 ----- .1514 1 1 I --------•— ---i— — 1 i -----t— -— — -- 111 1 — tit . 1 ____... --- IRE $ 9 i • 5V r I i II li ir5 - 7:-41 , li} !mirkii I lop .. __)- 1 - ., ' ‘.- r, 9 111K1.1 VI' [' .-,i, .., .__ ...--_,..„.. m h ..... , r :, — E. ME II. • I e 11 11 .. 1 ' r .7' '- ' , 1111. 1 ' , L,' :.-.,'.-,--., it ...,., , ,.. ® • gi .. i11 al . 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