HomeMy WebLinkAboutC-5302 - PSA for Technical Report and Analysis for John Wayne AirportPROFESSIONAL SERVICES AGREEMENT
WITH NAVERUS, INC., FOR
TECHNICAL REPORT AND ANALYSIS FOR JOHN WAYNE AIRPORT
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement ") is made
and entered Into as of this � i day of December, 2012 ( "Effective Date") by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"),
and NAVERUS, INC., a Delaware corporation ("Consultant"), whose address Is 20415
72nd Ave S, Suite 300, Kent, WA 98092, and Is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on Its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to produce a technical report and analysis to
assess the feasibility of developing public use Required Navigation Performance
— Authorization Required (RNP AR) Instrument departure procedures at John
Wane Airport ("Pro)ect").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project shall be Mal €a Miller.
E. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it Is mutually agreed by and between the undersigned
parties as follows;
9. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2013, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby Incorporated by reference Into this Agreement. Consultant shall
diligently perform all the services described In the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
NAVERUS, INC. Page 1
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
Included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth In Exhibit A, if any, or perform the Services In a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultants reasonable control. However, In the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(14) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultants control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery, mail and electronic mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a fixed price basis In
accordance with the provisions of this Section and the Pricing, Fees and Payment
Terms set forth in Exhibit A. Consultants compensation for all Work performed In
accordance with this Agreement, Including all reimbursable Items and subconsultant
fees, shall not exceed Seventy-five Thousand Dollars and Nof100 ($75,400.00)
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit A to this Agreement, or specifically approved In writing In
advance by City.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that Is determined by City to be necessary for the proper completion of the
Project, but which is not Included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid as set forth In the prior
written authorization.
NAVERUS, INC. Page 2
S. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Malls Miller, Customer
Program Manager, to be its Project Manager. Consultant shall not remove or reassign
the Project Manager or any personnel fisted In Exhibit A or assign any new or
replacement personnel to the Project without the prior written consent of City. Cfty's
approval shall not be unreasonably withheld with respect to the removal or assignment
of non -key personnel.
8, ADMINISTRATION
This Agreement will be administered by the City Manager's Office. Dave Kiff,
City Manager, or designee, shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator or designee
shall represent City in ail matters pertaining to the Services to be rendered pursuant to
this Agreement,
7. CITY'S RESPONSIBit.€TIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City wig provide all such materials in a
timely manner so as not to cause delays in Consultants Work schedule.
8, STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first.
class firms performing similar work under similar circumstances.
8.2 All Services shag be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement; all applicable federal, state
and local laws; and the highest professional standard.
9, INDEPENDENT CONTRACTOR
it Is understood that City retains Consultant on an independent contractor basis
and Consultant Is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or Its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
NAVERUS, INC. Page 3
Of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything In this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
10. NOTICES
10.1 All notices, demands, requests or approvals, Including any change In
mailing address, to be given under the terms of this Agreement shall be given In writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Dave Kttf, City Manager
City of Newport Beach
3300 Newport Boulevard
PO Box 1798
Newport Beach, CA 92959
10.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at;
Attn: Lisa Slyter
GE Aviation
3290 Patterson Ave.
2131
Grand Rapids, MI 49512 -1934
Lisa slvterOcte corn
rn
Attn: Ken Shapero, Director, U.S. Programs
GE Aviation
PBN Services
20415 72"0 Ave. S, Suite 300
Kent, WA 98032
KKV shap%M@ a ohm
Page
i
IN
11. STANDARD PROVISIONS
11.1 Compliance with all taws. Consultant shalt at Its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entitles. Including federal, state, county or municipal, whether now In force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
[SIGNATURES ON NEXT PAGE)
5
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOR EY'S OFFICE
Date:
By:
Aaron C. Harp
City Attorney
Date: la A`, I
Date:
By
711 M,
Leilani 1. Brown
City Clerk
='1c., FoR1.4
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: l -L, j 7- 1
By: L -
Da iff
City Manager
CONSULTANT: NAVERUS, INC., a
Delaware corporation
Date:
Bv:
Giovanni Spitale
President
Date:
By:
Lisa Slyter
Senior Contract Manager
Date:
Bv:
David Wheeler
General Counsel
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
NAVERUS, INC. Page 6
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOR EY'S OFFICE
Date:
By:
Aaron C. Harp
City Attorney
ATTEST:
Date: 1�z -cl C} --
By:
_ O&� )� .1 6�&.
Leilani I. Brown
City Clerk -.d0"MftAb-
2441 FoR�
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: t2 (z.t i '1,00-
B
1,00.
B
Da iff
City Manager
CONSULTANT: NAVERUS, INC., a
Delaware.orporation
Date:
By:
Giov 'nnl 4i ale
Pr?dent
BY: �=
Lisa 0lyt
LSenitr' ontract Manager
Da
General Counsel
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
NAVERUS, INC. Page 6
EXHIBIT A
SCOPE OF SERVICES
PBN Services Offering: City of Newport
GE Aviation Beach, CA ZG12t 2 ?s %inks
Statement of Work
3. Statement of Work
3.1. Scope
This section of the SOW defines the airport, and relevant aviation regulatory authority applicable to
the work to be performed.
3.1.1. Airport
Table 3 -1 below lists the airport included in this stotement of wo; k for an RNP AR departure
technical report.
Tobte 3 -1:1n -Scope Arp,i it
� r
i
John Wayne Airport KSNA SNA
3.12. Relevant Aviation Regulatory Authority
Federal Aviation Administration (FAA)
31. RNP AR Instrument Departure Procedure Technical Report and Assessment
This section of the SOW states the design criterio and elements to be evaluated in the proposed
technical report.
3.2.1. Design Criteria
G£ Aviation will evaluate the feasibility of developing Public Use RNP AR instrument departure
procedures in accordance with FAA Order 8260.58 and other pertinent regulatory documents.
3.2.2. Topics to be evoluoted
Evaluate a ! current departures public RNAV departure procedures and tracks
ii. Research all ovailobie public criteria and options for possible waivers for the
development of RNP AR departures that moy be beneficial to residents of the City
of Newport Beach,
iii. £ voluate the proposed RAWLZ RNAV departure and provide comments for city to
submit to FAA
iv. Support the City of Newport Beoch in presenting the comments developed in ai
above to the FAA
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PBN Services Offering: City of Newport
GE Aviation Beach, CA 20121120SNA -CS
Statement of work
Deliverobtes:
RNP AR Instrument Departure Procedure Technical Report and Feasibility Study
consisting of text and graphical materials. Initial report draft to be delivered to the City
of Newport Beach by February 14, 2013.
• Draft comments to the FAA for the City of Newport Beach regarding the development of
the proposed RAWCZ Instrument Departure Procedure for Rwy 19R at John Wayne
Airport
20 November, 2012 GE Proprietary information Page 7 of 12
Use or disclosure of data contained on this sheet is
subject to the restrictions on page 2 of this proposal.
VA 9i qi
PBN Services Offering. City of Newport
GE Aviation Beach, CA 20121120SNA•CS
Integrated Program Work Pion
4, Integrated Program Work Plan
GE has successfully evaluated the abiiity to implement RNP procedures at many challenging airports
for multiple aircraft configurations around the world. The City of Newport Beach can have a high
level of confidence that this statement of work will provide an authoritative analysis and rationale on
the subject of possible RNP AR departures from John Wayne Airport
4.1. Schedule Considerations
The analysis schedule and oil milestones will require coordination between The City of Newport
Beach and GE Aviation, final completion dates for the entire project will be defined by GE Aviation in
consultation with the City of Newport Beach. Program timelines are subject to the following:
• Timely receipt of data required by GE Aviation from The City of Newport Beach or other
stakeholders
• Availability of required resources from The City of Newport Beach. Examples include:
personnel. meeting rooms, presentation equipment, etc.
• Availability of required stakeholder personnel for reviews assessment
• GE Aviation availability for travel to accommodate program schedule changes
4.2. Technical interchange Meetings
Management of the statement of work Is controlled through technical interchange meetings, which
ore used to communicate progress and invite feedback Some meetings may take place by
telephone conference, and some could take place atThe City of Newport Beach' facilities or of GE
facilities.
Program Kickoff meeting (KOMI
• Technical Review Meeting(s)
where appropriate, The City of Newport Beach will be responsible for coordinating attendees for
these meetings and ensuring the attendance of the necessary personnel.
20 November, 2012 GE Proprietary Information Page 8 of 12
Use or disclosure of data contained on this sheet Is
subject to the restrictions on page 2 of this proposal.
f
i
PBN Services Offering: City of Newport
GE Aviation Beach, CA 20121120SNA•CS
Pricing, Fees, and Payment Temps
5.4. General Consulting
GE Aviation PEN Services will quote o fixed price for any additional services outside of agreed scope
upon request by the customer.
S.S. Invoicing & Payment Terms
This is a commerciaNypriced Firm Fixed Price agreement consistent with Federal AcquWtlon
Regulations Part 12 procurement (FAR 121,
The City of Newport Beach will be invoiced by GE Aviation for costs defined in this offering. The City of
Newport Beach will pay GEAviation directly. GE Aviation will issue invoices for all fees and other
amounts pursuant to times and amounts specified in the Statementlsl of Work and Noverus Terms
and Conditions of Sale. All amounts will be expressed in US currency unless otherwise specified in the
applicable Statement(s) of Work or Noverus Terms and Conditions of Sale. All fees and other amounts
are to be paid In full within thirty 1301 days of the dote of Invoice.
5.6. ContractTerm
Upon Execution, this statement of work is valid for a period of one (1) year.
20 November 2012 GE Proprietary Information Page 10 of 12
use or disclosure of data contained on this sheet Is
subject to the restrictions on page 2 of this proposal,
1
1
PBN Services Offering: City of Newport
GE Aviation Beach, CA
Pricing, Fees, and Payment Terms
S. Pricing, Fees, and Payment Terms
20121120SNA -CS
The pricing outlined in this section includes the activities, milestones, and deliverables required to
perform an RNP AR criteria analysis for The City of Newport Beach as described in the statement of
work (Section 3 of this document).
5.1. Pricing
Table 5 -1: Pricing
44'i3
RNP AR Feasibility Study and Technical Report
572,500
5.2. Payment Schedule
Table 5 -2; Payment Schedule
RNP AR Feasibility
Study and Technical Milestone 0/. 50% 50%
Report - Development ------ _ - - - -- ----- --I
and Support of $ 36,250 $ 36,250
5.3. Travel Fees and Lodging Fees
Travel and hotel expenses for GE Aviation personnel required to support the activities for operations
approval support and procedure deployment (Section 3.0) are included in stated fee for this scope of
work. It is estimated that GE Aviation travel will consist of one trip for two operations speciolists for a
duration of two days. Travel and lodging by GE Aviation Personnel shall be in accordance with the
Federal government's regulations and guidance regarding class of travel and rate of hotel roomis).
Any additional travel, beyond this scope, must be agreed upon by GE Aviation and The City of
Newport Beach beforehand and is to be reimbursed by The City of Newport Beach.
Table 5 -3: Estimated Travel
and J I operations Specialist 2 ( 1 I 2
:..�,:...-
20 November. 2612 GE Proprietor/ uJcfmoaa'+ Page 4 of 12
Use or disclosure of data contained an tr•9 sheet is
subleet to th,= restrctions on page 2 c= this pttrrcosol.
l"
PBN Services Offering: City of Newport
GE Aviation Beach, CA 20121120SNA -CS
Conditions
6. Conditions
This proposal is based on the following conditions:
6.1. GE Aviation and Customer Obligations
1, The City of Newport Beach will provide GE Aviation with access to AIS data and other relevant
obstacle data, and information about community issues relevant to this scope of work at no
charge. All analysis and report - writing work will be conducted by GE Aviation in Seattle,
Washington USA
2. The City of Newport Beach will allocate the appropriate technical and operational human
resources for this project to ensure timely implementation.
3. The City of Newport Beach will be responsible for coordinating the attendees for milestone
meetings and ensuring the attendance of the necessary regulatory personnet
4. The City of Newport Beach will provide access to adequate meeting facilities and office space
at The City of Newport Beach facilities or at airport as applicable.
5. GE Aviation maintains the right to assign all or a portion of the contract to another GE
offil`ote_
6. With the exception of terms and conditions specifically addressed in this proposal, this
proposal is provided with the assumption that the current Noverus Terms and Conditions of
Sale shall be applied to any activity covered herein and that The City of Newport Beach shall
enter into a SOW directly with Noverus' covering the ogreed -to activities„
7. All deliverables and associated documentation will be provided in English and in GE Aviation
standard format
20 November, 2012 GE Proprietary Information Page 11 of 12
Use or disclosure of data contained on this sheet is
subject to the restrictions an page 2 of this proposal,
GE Aviation
Noverus, Inc.
STANDARD Terms and Conditions OF SALE
THIS AGREEMENT ("Agreement") is entered into as of 21 December, 2012 (the "Effective Date "), by
and between Noverus, Inc., part of GE Aviation (hereinafter referred to as °Naverus1, a Delaware
Corporation, and the City of Newport Beach, a California Municipal Corporation (hereinafter
referred to as "Customer").
WHEREAS, Noverus and the City of Newport Beach hove entered into a Statement of Work,
incorporated herein as Exhibit A to this Agreement that describes the project governed by this
Agreement.
THEREFORE, in consideration of the foregoing, . and for other good and valuable consideration,
the Parties hereto, each intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "Actual Navigation Performance" or "ANP " means the level of navigation
accuracy and integrity being computed by a navigation system at any moment in
time.
1.2 "Aerodrome" and "Airport" are used synonymously to mean an aeronautical
facility with one or more Runway.
1.3 "Aeronautical Data" means Nov Data, Obstacle Data, Terrain Data, and other
information about aerodromes and airspace that affects Procedures.
1.4 "AIS Designee" means the party (governmental branch or corporation) in the
Country of Use responsible for publishing aeronautical information in compliance
with ICAO Annex 15, The AIS Designee publishes the Aeronautical Information
Publication.
1.5 "Agreement' means the combination of the Noverus Standard Terms and
Conditions of Sale and one or more Statements of Work.
1,6 "AIRAC Cycle" means the 28 calendar day cycle by which aeronautical
information is updated, as published in ICAO Annex 15 - Aeronautical Information
Services.
1.7 "Aircraft Platform" means ❑ specific combination of airframe, engine, and
Installed Avionics System, such as a Boeing 737 -700 with 22k engines and a GE
Aviation FMS.
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GE Aviation
1.8 "Air Traffic Services Provider" ( "ATS" or "ATC ") means the party (governmental
branch or corporate) in the Country of Use responsible for providing separation
services for aircraft in flight.
19 "Authorized Agents" is defined in Section2.3.8.
1.10 "Confidential Information" is defined in Section 5.1.
1.11 "Country of Use" means the country in which an Aerodrome, for which a Noverus
Procedure has been designed, is located.
1.12 "Covered Aerodromes" means the specific Aerodromes or Airports for which
Deliverables are to be supplied.
1.13 "Deliverables" means the documents, information, and other items to be
delivered to Customer by Noverus pursuant to this Agreement, as defined in the
Noverus Statement(s) of Work (if any).
1.14 "Design Criteria" are the publicly - available technical specifications (such as FAA
TERPS or ICAO PANSOPS) or the Noverus- proprietary technical specifications used
to design an instrument flight procedure.
1.15 "Flight Operation Procedures" means Flight Operations Manual (FOM), Airplane
Flight Manual (AFM), Checklists, Operations Manual, or other document that alone
or in any combination thereof governs the operation of a flight and flight crew
actions.
116 "Flight Path" means a specification of the desired lateral track and vertical profile
to be followed by the aircraft.
1.17 "FMS" means Flight Management System, which is that portion of the Installed
Avionics System that provides navigational guidance for the aircraft.
1.18 "Installed Avionics System" means the Installed Avionics System platform,
electronic display system, and flight control computer applicable for the Aircraft
Platform set forth in the Statement(s) of Work.
119 "Multi- Variant Design" ( "MVD1 is a collection of Aircraft Platforms sharing the
some airframe and Installed Avionics System. When used as a basis for
procedure design, the MVD results in a single lateral track suitable for use by all of
the Aircraft Platforms comprising the MVD.
1.20 "Noverus Procedure" means a Procedure developed by Noverus pursuant to this
Agreement.
1.21 "Navigation Data," hereafter termed "Nov Data" means information about
navigational aids, navigational facilities, airways, waypoints, aerodromes,
Noverus, Inc. Confidential & Proprietary
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GE Aviation
runways, approaches, arrivals, and departures which is digitally formatted for
installation in aircraft FMS.
1.22 "Nov Data Supplier" means Customer's FMS database supplier, Customer's
navigation chart supplier, and/or Customer's performance data supplier.
1.23 "Obstacle Data" means information about human -made obstacles that must be
considered in the design of Procedures.
1.24 "Operation Specifications" mean the conditions and limitations imposed upon a
particular aircraft operator, as exemplified in Title 14, Section 119.49 of the Code
of Federal Regulations (United States), by a competent Civil Aviation Authority or
other Government agency exercising jurisdiction.
1.25 "Procedure" means a specification of the Path to be flown, whether for use in
Visual or instrument meteorological conditions, along with associated minima,
restrictions, limitations, and requirements for executing the procedure.
Procedures are used when approaching a Runway End for landing, deporting a
Runway End on takeoff, or, where applicable, flying en-route.
1.26 "Regulator" means the official civil aviation governing body holding Customer's
operating certificate and the official civil aviation governing body responsible for
airspace in the Country of Use.
1.27 "RNAV" means a method of navigation that permits aircraft operation on any
desired flight path within the coverage of station- referenced navigation aids, or
within the limits of the capability of a self - contained navigation system, or a
combination thereof.
1.28 "RNP" means "Required Navigation Performance," which is a statement of the
navigational performance (precision and accuracy) necessary for operation within
a defined airspace.
1.29 "RNP level" means the specific value of Actual Navigation Performance, typically
expressed in nautical miles, required in order to initiate and continue execution of
a particular RNP RNAV Procedure.
1.30 "Runway" means a strip of prepared ground on which aircraft take off and land; a
Runway has two Runway Ends.
1.31 "Runway End" means a specific end of a Runway.
1.32 "Service" means Nov Data compore service and/or RNP Availability Forecast
Service.
1.33 "Significant Nov Data Changes" mean changes in Nov Data that either a) cause
an impingement on the required lateral or vertical containment parameters
Noverus, Inc. Confidential & Proprietary
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CE Aviation
appropriate for a Procedure, or b) otherwise cause a change in the defined Path of
a Procedure larger than 1/10 of a nautical mile or 2 degrees of magnetic heading
change (unless otherwise specified).
1.34 "Significant Obstacle or Terrain Changes" mean Obstacle Data or Terrain Data
changes that cause an impingement on the required lateral or vertical
containment parameters appropriate for a Procedure,
1.35 "Significant Runway Infrastructure Changes" mean changes in the
characteristics of the runway that affect the runway threshold location, runway -
crossing threshold, runway lighting, Touch Down Zone Elevation (TDZE), threshold
elevation, or Departure End of Runway (DER) location,
1.36 "Terrain Data' means topographical information about the geography which
must be considered in the design of Procedures.
Naverus, Inc. Confidential & Proprietary
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GE Aviation
ARTICLE 2
DELIVERABLES
21 Deliverables. The Deliverables associated with each product is defined in the
Naverus Statement(s) of Work ["SOW") attached hereto.
2.2 Relationship. Noverus will be and act as an independent contractor (and not as
the agent or representative of Customer) in the performance of this Agreement.
This Agreement will not be interpreted or construed as: (a) creating or evidencing
any association, joint venture, partnership, or franchise between the Parties; IN
imposing any partnership, franchise obligation, or liability on either Party; or (c)
prohibiting or restricting Naverus' performance of any services for any third party,
or the provision of products to any third party. Customer must not represent to
anyone that Customer is on agent of Naverus or is otherwise authorized to bind or
commit Naverus in any way without Naverus' prior written consent.
2.3 Customer Obligations. In order for Naverus to complete Consulting Services as set
forth in a SOW, Customer agrees to provide the following upon requested:
2.3.1
As reasonably requested by Naverus, Customer will provide relevant
aircraft flight manuals, dispatch manuals, maintenance manuals, training
manuals, aircraft performance databases, and other aircraft manufacturer
data (or necessary licenses to use) as requested by Naverus to satisfy its
obligations under this Agreement. Customer is responsible for all related
authorizations, costs, and approvals.
2.3.2 Access to Customer's Navigation Database. Customer will authorize
Naverus access to the Customer's Nov Data as soon as is practical, but not
later than the 21St day of each AIRAC Cycle. Customer grants Naverus a
license to use Customer's Nov Data to provide services to Customer, and
otherwise use the Nov Data for Naverus' business purposes. Customer
represents and warrants to Naverus that Customer possesses sufficient
rights necessary to provide Customer's Nov Data to Noverus for use in
accordance with this Agreement.
2.3.3 Access to Production Database. Customer will timely furnish Naverus
access to production database and when necessary, the means to
'unpack' binary code so it may be human- reodable. Customer represents
and warrants to Noverus that Customer possesses sufficient rights
necessary to provide such access and means to Naverus for use in
accordance with this Agreement.
2.3.4 Access to Customer's Simulator. Customer will provide Noverus access to
Customer's simulator at reasonable and negotiated times.
Naverus, Inc. Confidential & Proprietary
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1� (4
GE Aviation
2.3.5 Access to Customer's Terrain Data and obstacle Data. Customer will
authorize Noverus access to the Customer's Terrain and Obstacle
databases, if requested by Noverus for use in accordance with this
Agreement.
23.6 Access to Customer's Recorded Plight Data. Customer agrees to provide
Noverus with data collected by Customer, with a quick access recorder or
ALMS system, for the purpose of validating design assumptions and
monitoring actual navigation performance. Upon written request, Noverus
agrees to abide by any reasonable conditions or restrictions associated
with the use of such data related to de- identificotion of data and
confidential treatment.
2.3.7 Access to Facilities. Customer will provide Noverus with physical and
remote access to Customer's facilities, personnel, information systems,
data sources, records, documentotion, and other necessary materials, as
determined in Noverus' reasonable discretion.
23.8 Authorized Agents and Cooperation. Customer will provide Noverus with a
list of individuals or subcontractors who are duly authorized to request
changes to Noverus' Procedures ("Authorized Agents"). Authorized Agents
will cooperate, at Customer's expense, with Noverus as necessary for
Naverus to perform its obligations pursuant to this Agreement.
2.4 Restrictions. Customer shall not, directly or indirectly, make any representation to
any third party on behalf of Noverus,
14.1 Procedure Change Requests. Customer will provide any instructions or
requests for modifications to the SOW in written form. Such modifications
will require further consideration and amendments to this Agreement;
additionally Noverus will only accept modification requests from previously
Authorized Agents as defined in Section 2.3.8.
2,5 Locale. The Deliverables, unless otherwise specified in the Statement(sl of Work,
are developed and produced at Noverus' principal place of business in the State
of Washington, United States,
2.6 Privacy and Security Policies. Privacy and security policies related to a particular
Service may be viewed at the URL designated by Noverus. Noverus reserves the
right to modify its privacy and security policies in its reasonable discretion from
time to time.
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ARTICLE 3
CUSTOMER OBLIGATIONS AND REPRESENTATIONS
3.1 Other General Customer Responsibilities. Customer is responsible for all activity
occurring under Customer's user account and shall abide by all applicable local,
state, national, and foreign laws, treaties, and regulations in connection with
Customer's use of Deliverables and Services, including those related to data
privacy. Customer shall 1i) notify Noverus immediately of any unauthorized use of
any password or account or any other known or suspected breach of security,
and (ii) report to Noverus immediately and use reasonable efforts to immediately
stop any copying or distribution of any documents, software, products, or services
in violation of this Agreement.
3.2 Environmental Assessments. Customer is solely responsible for charges or fees
associated with noise or other environmental assessments related to Customer
implementation of Deliverobles, including Noverus Procedure(s),
33 Third -Party Charges. Customer is responsible for all charges levied by a third party
including, but not limited to, Nov Data Supplier Charges.
3.4 Facilitate Required Designations. Customer will use best efforts to support and
coordinate any required qualifications of Naverus as a designer of contingency
(engine -out) procedures by Customer's principal operations inspector (or
equivalent).
3.5 Notification of Regulatory Actions. The Customer will convey to Noverus, in writing,
and in timely fashion notice of any pending action, warning, penalty, or
admonition issued by regulotor(s) related to the use of Noverus Procedures)
during the design period.
3.6 Indemnification. Customer will defend, indemnify, and hold harmless Noverus and
its affiliates and their respective officers, partners, directors, employees, agents,
successors, and assigns against: (a) all claims, liabilities, losses, damages, costs,
and expenses lincluding attorneys' fees) in connection with Customer's use of the
Deliverables or Services of Customer's; Customers interpretation of any
Deliverable's or Service's data output (except to the extent caused by the gross
negligence or willful misconduct of Noverus); a breach by Customer of any of the
provisions of this Agreement; or Customer's willful misconduct, negligence or
gross negligence; (b) all out -of- pocket costs (including reasonable attorneys' fees)
reasonably incurred by Noverus in connection with the defense of proceedings
onsing out of the aforementioned; and (c) if any proceeding arising under this
Section 3.6 is settled, Customer will pay any amounts to any third party agreed to
by Customer in settlement of any of the claims.
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ARTICLE 4
WARRANTIES AND REPRESENTATIONS
4.1 Mutual Warranties. Each Party represents and warrants to the other that: (a) this
Agreement has been duly executed and delivered and constitutes a valid and
binding agreement enforceable against the Party in accordance with its terms; (b)
no authorization or approval from any third party is required in connection with
either Party's execution, delivery, or performance of this Agreement; and (c) the
execution, delivery, and performance of this Agreement does not violate the laws
of any jurisdiction or the terms or conditions of any other agreement to which it is
a party or by which it is otherwise bound.
4.2 Limited WorrontV. Naverus warrants that the Naverus Procedure(s) will conform in
all material respects to the criteria identified in the attached Statement(s) of Work
at time of delivery. if the Naverus Procedure(s) does not conform to the criteria in
the applicable Statement of Work at the time of delivery, Customer will notify
Naverus within three days of delivery. Naverus will modify the Naverus
Procedure(s) and re- submit to Customer. The procedure in this Section will be
repeated with respect to each revised version of Noverus Procedure(s) until the
Naverus Procedure(s) conforms. THIS 15 THE SOLE REMEDY FOR FAILURE OF THE
NAVERUS PROCEDURE(S) TO CONFORM TO THE STATEMENT OF WORK.
43 Disclaimer, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
STATED IN THIS ARTICLE 4, NAVERUS MAKES NO ADDITIONAL REPRESENTATION OR
WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY
OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. NAVERUS
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR CUSTOMER'S PURPOSE, RELIABILITY, TIMELINESS, QUALITY, AVAILABILITY,
COMPLETENESS, ACCURACY, TITLE, AND NON- INFRINGEMENT FOR THE
DELIVERABLES AND SERVICES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES STATED IN THIS ARTICLE 4, NAVERUS DOES NOT WARRANT AGAINST
INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES, OR THAT (A) THE
DELIVERABLES OR SERVICES ARE ERROR -FREE, THAT CUSTOMER'S USE OF THE
SERVICES WILL BE SECURE OR UNINTERRUPTED, OR THAT ANY SERVICE WILL
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE SYSTEM, OR
DATA; (B) ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (C)
DELIVERABLES WILL DISPLAY ALL DIFFERENCES BETWEEN NAV DATA. NAVERUS
EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING
OUT OF OR BASED UPON CUSTOMER'S USE OF THE DELIVERABLES OR SERVICES.
NAVERUS EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY
WARRANTY THAT THE DELVERABLES OR SERVICES WILL BE APPROVED OR
ACCEPTED FOR CUSTOMER'S USE BY ANY GOVERNMENTAL OR REGULATORY BODY,
OR ANY THAT ANY APPROVAL OR ACCEPTANCE FOR USE WILL NOT BE REVOKED.
CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY
REPRESENTATION OR WARRANTY ON BEHALF OF NAVERUS TO ANY THIRD PARTY.
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4.4 Limitation of Liabilit
4.4.1 Consequential Damages. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, NAVERUS WILL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR
RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS,
EVEN IF NAVERUS IS APPRISED OF THE LIKELIHOOD OF THESE DAMAGES
OCCURRING,
4.4.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL NAVERUS' TOTAL
LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT
(INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), EXCEED THE TOTAL
AMOUNT PAID BY CUSTOMER TO NAVERUS UNDER THIS AGREEMENT
(DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION)
REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION
OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE,
4.4.3 Independent Allocation of Risk. EACH PROVISION OF THIS AGREEMENT
THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF
WARRANTIES, OR EXCLUSION OF DAMAGES, IS TO ALLOCATE THE RISKS OF
THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED
IN THE PRICING OFFERED BY NAVERUS TO CUSTOMER AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT
OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS
SECTION 4.4 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
4.5 For the purposes of this entire Article 5, the term "Naverus" shall be deemed to
include Naverus and its affiliates and their respective officers, partners, directors,
employees, agents, successors, and assigns.
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ARTICLE 5
CONFIDENTIALITY
5.1 "Confidential Information" means any trade secrets or other information of a
Party, whether of a technical, business, or other nature (including, without
limitation, information relating to a Party's technology, software, products,
services, designs, methodologies, business plans, finances, marketing plans,
prospects, or other affairs), that is disclosed to a Party during the term of this
Agreement and that such Party has marked with an appropriate legend as
confidential, proprietary, or trade secret information of the disclosing Party.
Confidential Information does not include any information that: (a) was known to
the receiving Party prior to receiving the some from the disclosing Party in
connection with this Agreement; (b) is independently developed by the receiving
Party without use of or reference to the Confidential Information of the disclosing
Party; (c) is acquired by the receiving Party from another source without restriction
as to use or disclosure; or (d) is or becomes part of the public domain through no
fault or action of the receiving Party, Confidential Information includes, without
limitation, the terms, conditions, and pricing that are part of this Agreement.
5.2 Restricted Use and Non - Disclosure. During and after the term of this Agreement,
each Party will; (a) use the other Party's Confidential Information solely for the
purpose for which it is provided; (b) not disclose the other Party's Confidential
Information to a third party unless the third party must access the Confidential
Information to perform in accordance with this Agreement and the third party has
executed a written agreement that contains terms that are substantially similar to
the terms contained in this ARTICLE 5 and (c) maintain the secrecy of, and protect
the other Party's Confidential Information from unauthorized use and disclosure
to the some extent (but using no less than a reasonable degree of care) that it
protects its own Confidential information of a similar nature.
5.3 Non - Solicitation. During the term of this Agreement and for a period of one year
thereafter, Customer will not, directly or indirectly, employ or solicit the
employment or services of any of Naverus' employees or independent contractors
without the prior written consent of Naverus.
5.4 Disclosure of Business Relationship. Either Party may disclose publicly that
Naverus is performing work on behalf of the Customer, to the extent that such
disclosure meets the obligations of Section 5.2.
5,5 Disclosure of Work Product. Naverus may disclose and describe the work that it
performs on behalf of the Customer, including but not limited to written, oral, or
graphical depiction of that work, provided that the Customer's name, logo, or
other identifiers will not be used in connection with this disclosure without the
Customer's express permission.
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5.6 Return of Materials, Upon the termination of this Agreement, or upon earlier
request, each Party will deliver to the other all Confidential Information that they
may have in their possession or control. Notwithstanding the foregoing, neither
Party will be required to return materials that it must retain in order to receive the
benefits of this Agreement or properly perform in accordance with this
Agreement.
5.7 Required Disclosure. If either Party is required by low to disclose the Confidential
Information or the terms of this Agreement, the disclosing Party must give prompt
written notice of the requirement before the disclosure and assist the non -
disclosing Party in obtaining an order protecting the Confidential Information from
public disclosure.
5.8 Existing Obligations, The obligations in this ARTICLE 5 are in addition to, and
supplement each Party's obligations of confidentiality under any nondisclosure or
other agreement between the Parties.
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ARTICLE 6
CUSTOMER DATA AND THIRD -PARTY PROPRIETARY INFORMATION
6,1 Third -Party Products. Any third -party products that Customer purchases or
licenses from any third party in connection with the services or are necessary for
use of the Deliverables or Services are provided pursuant to the terms of the
applicable third party's agreement, and Noverus assumes no responsibility for,
and specifically disclaims any liability or obligation with respect to these third -
party products.
6.2 Account Information and Data. Noverus does not own any data, information, or
materials that Customer submits to Noverus in the course of using Deliverables or
Services ("Customer Data'). Customer, not Noverus, shall have the sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership for Customer Data. Noverus
shall not be responsible or liable for the deletion, correction, destruction, damage,
loss, or failure to store Customer Data.
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ARTICLE 7
PAYMENTTERMS
7.1 Payment. Naverus will issue invoices for all fees and other amounts pursuant to
times and amounts specified in the Statement(s) of Work. All amounts will be
expressed in U.S. currency. Unless otherwise specified in the applicable
Statement(s) of Work, Customer will pay oil fees and other amounts in full within
30 days of the date of invoice.
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ARTICLE 8
CONTRACT TERM AND TERMINATION
8.1 Term. This Agreement will commence as of the Effective Date and will continue
until all Statements of Work have been completed.
8.2 Termination
81.1 For Convenience, Either Party may terminate this Agreement for any or no
reason by giving the other Party written notice of termination. This
termination will be effective immediately and Customer will be expected to
pay for any portion of the Deliverable finished upon termination request,
including any claims by Noverus of substantial performance. Upon
termination by Noverus, Customer will not be expected to make any
additional payments for work performed and will not receive any type of
refund for payments already received. If this Agreement is terminated
pursuant to this Section 8.2, the Parties' respective rights and obligations
under Sections 3.5, 4.4, and ARTICLE 4, ARTICLE 5, ARTICLE 7, and ARTICLE 9
of this Agreement will survive. Once either Party gives notice of its intent to
terminate this Agreement pursuant to this Section 8.2, Customer may not
request additional Statements of Work.
8.2.2 For Material Breach. If either Party commits a material breach or default in
the performance of any of its obligations under this Agreement, then the
other Party may give the breaching Party written notice of the breach or
default (including without limitation a description of the services with
respect to which the breach or default has occurred, a statement of the
facts relating to the breach or default, the applicable provisions of this
Agreement, and the action required to cure the breach or default) and the
non- breoching Party's intent to terminate pursuant to this Section 82 if the
breach or default is not cured within 30 days after the date of any notice
(or o later date as may be specified in the notice). Without limitation, any of
the following will constitute a material breach of this Agreement, and
Noverus may, without limitation of any of its other rights and remedies,
available hereunder or otherwise, suspend performance of any services
then in progress: (a) the failure by Customer to perform its obligations
pursuant to Section 7,1, which failure materially impacts Naverus' ability to
perform its obligations pursuant to this Agreement, or IN the failure by
Customer to pay to Noverus any amounts owing hereunder on a timely
basis. If the breaching Party fails to cure any material breach or default
specified in any notice under this Section 8.2 within 30 days after the date
of any notice (or a later date as may be specified in the notice), then the
non-breaching Party may terminate the Agreement by giving the
breaching Party written notice of termination.
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8.3 Effect of Termination for Material Breach. If this Agreement is terminated pursuant
to and in accordance with Section 8.2.2, then the fallowing will apply: (a) the
Parties will cooperate to effect an orderly, efficient, effective, and expeditious
termination of the Parties' respective activities; V Noverus will have no obligation
to perform any services, including additional services previously agreed to by the
Parties, after the Effective Date of the termination; (c) Customer will pay to
Noverus any fees, reimbursable expenses, compensation, or other amounts
payable for the services performed; (d) any and ail liabilities accrued prior to the
Effective Date of the termination will survive; (e) the Parties' respective rights and
obligations under Sections 3.5, 4.4, and ARTICLE 4, ARTICLE 5, ARTICLE 7, and
ARTICLE 9 of this Agreement will survive.
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ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Assignment, Neither Party will transfer or assign any of its rights or obligations
under this Agreement, in whole or in part, whether voluntary or by operation of
low, provided, however, that Noverus may assign its rights under this Agreement
to a parent, affiliate, subsidiary, or successor to its business, in a merger or upon
the sale of ail or substantially all of Noverus' assets, or with Customers consent,
which consent will not be unreasonably withheld. Subject to the foregoing, this
Agreement will bind and inure to the benefit of the Parties and their respective
successors and assigns. Any purported assignment in violation of the foregoing
will be null and void,
9.2 Subcontractors. Naverus may use a subcontractor or other third party to perform
its duties under this Agreement so long as Noverus remains responsible for all of
its obligations under this Agreement including specifically ARTICLE 5.
9.3 Third -Party Beneficiaries. Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies on any third party other than
the Customer, nor is anything in this Agreement intended to relieve or discharge
the obligations or liabilities of any third party, nor will any provision give any third
party any right of subrogation or action against any Party to this Agreement.
9.4 Notices. Any notice required or permitted to be given in accordance with this
Agreement will be effective if it is in writing and sent by certified or registered mail,
or insured courier, return receipt requested, to the appropriate Party at the
address set forth on the Stotementls) of Work and with the appropriate postage
affixed. Either Party may change its address for receipt of notice by providing
notice to the other Party in accordance with this Section. Notices are deemed
given two business days following the date of mailing or one business day
following delivery to a courier.
9.5 Force Maieure. Neither Party shall be liable or be in breach of its obligations under
this Agreement to the extent performance of such obligations is delayed or
prevented, directly or indirectly, by causes beyond its reasonable control,
including acts of God, fire, terrorism, war (declared or undeclared), severe weather
conditions, earthquakes, epidemics, material shortages, insurrection, any act or
omission by any governmental authority, strikes, labor disputes, acts or threats of
vandalism or terrorism (including disruption of technology resources),
transportation shortages, or Customer's failure to perform (each an "Excusable
Deloy °). The scheduled delivery, Deliverables, or performance date shall be
extended for a period equal to the time lost by reason of delay, including time to
overcome the effect of the delay. Noverus shall use reasonable efforts to continue
performance of obligations it not impacted by delay, and iii whenever such causes
of delay are removed. If Noverus is delayed by any acts or omissions of Customer
Noverus, Inc. Confidential & Proprietary
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or other contractors, Naverus shall be entitled to an equitable adjustment in price
and time for performance under this Agreement. In the event an Excusable Delay
continues for a period of six (6) months or more beyond the scheduled delivery,
Deliverables, or performance dote, Customer or Naverus may, upon sixty (60) days
written notice to the other, cancel the portion of this Agreement impacted by the
Excused Delay, and Naverus shall return to Customer all payments relative to the
cancelled part of this Agreement and Customer shall pay Noverus its reasonable
cancellation charges in the event Customer elects to cancel the affected part of
this Agreement,
9.6 Governing Low. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without the application of
conflict of laws principles. Notwithstanding the foregoing, the federal laws of the
United states of America shall be the governing laws, to the extent appropriate,
with respect to issues involving patent, copyright, or trademark.
9.7 Arbitration, in the event a dispute arises under or relates to this Agreement, the
Parties shall diligently attempt to resolve the dispute within thirty (30) days from
the date either Party gives written notice to the other, during which period neither
Party may commence legal action to assert its rights against the other. In the
event the Parties do not resolve the dispute within the thirty (30) day period, either
Party may institute legal action to pursue any right or remedy it may have against
the other Party. Any legal action or proceeding with respect to this Agreement
shall be brought and maintained in the federal or state courts of New York.
Customer hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. No action in law or equity
arising out of this Agreement may be brought by Customer more than two years
after the cause of action has first arisen.
9.8 Government Entities, If Customer is the U.S. Government, Deliverables and
Services are provided as "Commercial items" as defined at 48 C.F.R. 2.101 and are
being licensed to U.S. Government end users as commercial computer software
with Restricted Rights in Computer Software,
9.9 Waiver. The waiver by either Party of any breach of any provision of this
Agreement does not waive any other breach. The failure of any Party to insist on
strict performance of any covenant or obligation in accordance with this
Agreement will not be a waiver of that Party's right to demand strict compliance in
the future, nor will the some be construed as a novation of this Agreement.
9.14 Severability. if any port of this Agreement is found to be illegal, unenforceable, or
invalid, the remaining portions of this Agreement will remain in full force and
effect.
9.11 Interpretation. The Parties have had an equal opportunity to review this
Agreement. No ambiguity will be construed against any Party based upon a claim
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that the Party drafted the ambiguous language. The headings appearing at the
beginning of sections contained in this Agreement have been inserted for
identification and reference purposes only and must not be used to construe or
interpret this Agreement.
9.12 Counterparts. This Agreement may be executed in any number of identical
counterparts, notwithstanding that the Parties have not signed the some
counterpart, with the some effect as if the Parties had signed the some document.
All counterparts will be construed as and constitute the some agreement.
9,13 Entire Agreement, This Agreement and any following Statement(s) of Work is the
final and complete expression of the agreement between the Parties regarding
the services. This Agreement supersedes, and the terms of this Agreement
govern, all previous oral and written communications regarding these matters, all
of which are merged into this Agreement, except that this Agreement does not
supersede any prior nondisclosure agreements or comparable agreements
between the Parties executed prior to this Agreement being executed or the
Statement(s) of Work. No employee, agent, or other representative of Noverus has
any authority to bind Noverus with respect to any statement, representation,
warranty, or other expression unless the some is specifically set forth in this
Agreement. No usage of trade or other regular practice or method of dealing
between the Parties will be used to modify, interpret, supplement, or alter the
terms of this Agreement. This Agreement may be changed only by a written
agreement signed by an authorized agent of the party against whom
enforcement is sought. Noverus will not be bound by, and specifically objects to,
any term, condition, or other provision that is different from or in addition to this
Agreement (whether or not it would materially alter this Agreement) that is
proffered by Customer in any receipt, acceptance, confirmation, correspondence,
or otherwise, unless Noverus specifically agrees to the provision in a writing
signed by an authorized agent of Noverus.
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EXECUTED as of the Effective Date first written above.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: _
B : 4 L—J141
Y
Aaron C. Harp
City Attorney
Attest:
Date: J' ( 4-
By: 4NL
Leilani I. Brown
City Clerk
Naverus, Inc. Confidential & Proprietary
Rev 2A - December 2012
CITY OF NEWPORT BEACH,
A California Municipal Corporation
Date: 12(21�,201�
By:
Dave
*r�fc=-
City Manager
CONSULTANT:
NAVERUS, Inc., a Delaware Corporation
20415 72nd Ave S., Suite 300
Kent, WA. 98032
+1 (253) 867-3900
Date: -, ¢, ,,. `3 7z4 3
anni Spitale
ident, Naverus Inc.
Date: 11;2,Qc)>
By:_�� )S' U --------------
David Wheeler
General Council
Secretary, Naverus Inc.
1,3
rim
Manager, Naverus Inc.
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