Charlotte Douglas International Airport s Invitation to Bid for AIRCRAFT RESCUE AND FIREFIGHTING VEHICLE. Section 1: Instructions to Bidders

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1 Date: August 12, 2015 ITB Number: Charlotte Douglas International Airport s Invitation to Bid for AIRCRAFT RESCUE AND FIREFIGHTING VEHICLE Schedule DATE (a) August 12, 2015 (b) August 19, 2015 (c) August 26, 2015 (d) September 28, 2015 EVENT Issuance of Invitation to Bid ( ITB ) by Charlotte Douglas International Airport ( Airport ). Submission of Written Questions, Due by 12:00 p.m. EST. Bid Submission, Due by 12:00 p.m. EST. Contract Award by Council. Section 1: Instructions to Bidders 1.1 Review and Comply. The ITB consists of the following components: Section1: General instructions and special conditions that apply to this bid process and procurement. Section 2: Section 3: The forms that a Bidder is required to complete and return as its Bid (called the Bid Response Forms ) A contract substantially similar to the final contract the successful Bidder will be expected to sign, including Exhibit A, the details for the entire scope of work falling under this ITB (the Specifications ). Each reference to this ITB includes all components listed above as well as any addenda provided by the Airport. Please review each section carefully. Bidders will be held accountable for having full knowledge of the contents of this ITB and for performing any due diligence that may be necessary to submit a binding Bid. 1.2 Definitions. (A) Airport shall mean Charlotte Douglas International Airport (B) Bid shall mean the response to this ITB completed on the Bid Response Forms. (C) Bid Response Forms shall mean the forms attached hereto in Section 2 and submitted as the response to this ITB. (D) Bidder shall mean an individual or entity submitting a Bid to this ITB. (E) City shall mean the City of Charlotte. (F) Company shall mean the successful Bidder. ITB August 12,

2 (G) Contract shall mean the terms and conditions under which the Company shall provide the Work. (H) ITB shall mean Invitation to Bid. (I) Procurement Manager shall mean the Airport employee identified in Section 1.6 and who is responsible for the facilitation of this solicitation process. (J) Project Manager shall mean the Airport or Company employee who is the point of contact under this Contract. (K) Specifications shall mean the scope and details of the Work that the Company will provide under the Contract. (L) Work shall mean the actual products and/or services provided in compliance with the Specifications and under this Contract. 1.3 ITB Not an Offer. This ITB does not constitute an offer by the Airport. No recommendations or conclusions from this bid process shall constitute a right (property or otherwise) under the Constitution of the United States or under the Constitution, case law, or statutory law of North Carolina. 1.4 Binding Offer. Each Bid submitted in response to this ITB constitutes a firm offer that is binding for ninety (90) days from the date of the Bid opening and must comply with all terms, conditions and requirements stated in this ITB, except to the extent the Bidder takes exception to such provisions in the manner required by Section Addendum. Any changes to the terms, conditions or requirements of this ITB will be documented in written addendum issued by the Airport. These addenda will be posted as detailed in Section 1.6. The receipt of each addendum must be acknowledged using the space provided on Form two in Section 2. The Airport will not consider any Bid that fails to acknowledge receipt of each issued addendum. 1.6 Questions. The Airport is committed to providing all prospective Bidders with accurate and consistent information in order to ensure that no Bidder obtains an unfair competitive advantage. To this end, from the date of this ITB until the time of the Bid opening, no interpretation or clarification of the meaning of any part of this ITB will be made orally to any prospective Bidder with the exception of questions answered at any pre-bid conference. Requests for information or clarification of this ITB must be made in writing and addressed to the Procurement Manager at the address, or listed below, with being the preferred method of communication. Questions should reference the ITB page and topic number. All Questions must be submitted by the dates referenced in the schedule on the first page of this ITB. Lorraine Harrison Charlotte Douglas International Airport CLT Center ITB # Wilkinson Boulevard Charlotte, NC procurement@cltairport.com The Airport will post answers to timely submitted questions posed by prospective Bidders and other information concerning this ITB on the Airport s Advertisements for ITB August 12,

3 Bids and Proposals website, located at the address below. ITB information can be accessed by searching the website for the ITB number listed on the first page of this ITB. It is the responsibility of the prospective Bidder to check the website for any addenda issued for this ITB. The Airport reserves the right to disqualify any prospective Bidder who contacts an Airport employee, or agent concerning this ITB, other than in accordance with this Section. 1.7 How to Prepare Bid Responses. All Bids shall be prepared as follows: (A) Complete all forms provided in Section 2. All responses must be submitted solely on these forms. (B) Bid responses must be typewritten or completed in ink, signed by the Bidder or the Bidder s authorized representative. All erasures or corrections must be initialed and dated by the authorized representative who signs the Bid forms on behalf of the Bidder. (C) Bids must be accompanied by accurate descriptions of the exact materials, supplies, vehicles and/or equipment offered for purchase, including any detailed information as requested in Exhibit A of the Contract, located in Section 3 of this ITB. 1.8 How to Submit Bid Responses. All Bidders shall: (A) Submit their Bid in a sealed opaque envelope with the following information written on the outside of the envelope (1) The Bidder s company name; (2) The ITB number as indicated on the first page of this ITB; and (3) Identification of the Work for which the Bid is submitted as indicated on the first page of the ITB (B) No Bidder shall submit more than one Bid unless multiple or alternative bids are requested in Exhibit A of the Contract, located in Section 3 of this ITB. Any multiple or alternative bids must be brought to the Airport s attention either during the pre-bid conference or submitted in writing at least five (5) days prior to the Bid opening. (C) Mail or deliver one (1) unbound original Bid signed in ink by a company official authorized to make a legal and binding offer and two (2) copies plus one (1) electronic copy on a CD or Flash Drive in PDF or Word format to the address listed below, by the date and time listed in the schedule on the first page of this ITB. Any Bid not submitted per the requirements of this Section will be considered nonresponsive and will not be considered. Mail or Deliver to: Charlotte Douglas International Airport CLT Center 5601 Wilkinson Boulevard Charlotte, NC Attn: Lorraine Harrison 1.9 Guarantor. If the Bidder is a subsidiary of another entity, the Airport requires that the Bidder s parent entity provide a guarantee of payment of all of the Bidder s obligations under the Contract. The Airport also may require from any Bidder a guaranty from ITB August 12,

4 another entity, other than the parent, where applicable, if the Airport concludes that such guaranty would be beneficial to protect the Airport s interest. If a guarantor is required, the Bidder must: (a) identify a guarantor that is acceptable to the Airport, (b) provide the Airport with the same financial information about the guarantor that the Bidder is required to provide about itself under this ITB; and (c) provide the Airport with a signed, legally binding guaranty agreement from the approved guarantor that is acceptable to the Airport in its sole discretion. Failure to comply with the foregoing shall be grounds for rejection of the Bidder s Bid Prompt Payment Discounts. Bidders are urged to compute all discounts into the price offered. If a prompt payment discount is offered, it will not be considered in the award of the Contract except as a factor to aid in resolving cases of identical prices Ownership and Public Record. All Bids and supplementary material provided as part of this process will become property of the Airport upon submission. Bidders are advised that all information included in the materials provided may become available to the public under North Carolina s Public Records Law except for information that falls under one or more of the statutory exceptions set forth in Chapter 132 and et seq. of the North Carolina General Statutes. Bidders may only designate information confidential that it, in good faith, considers a trade secret or confidential under North Carolina public records and trade secret law. However, the City reserves the right to review and make any final determination on if any material submitted is in fact protected by an exception to North Carolina s public record law. In submitting a Bid, each Bidder agrees that the Airport may reveal any trade secrets or confidential information to Airport staff, consultants or third parties assisting with this ITB and resulting Contract. Where information is marked Trade Secret, Bidder agrees to indemnify and hold harmless the City and each of its officers, employees and agents from all costs, damages and expenses incurred in connection with refusing to disclose any material which Bidder has designated as a trade secret or confidential How to Submit an Exception. If the Bidder wants to take an exception to the Specifications as stated in Exhibit A to the Contract included in Section 3 of this ITB, the Bidder must clearly identify in Form three each of the following: (A) the number and title of each section of the Specifications that the Bidder takes exception to; (B) the specific sentence within such section that the Bidder takes exception to; and (C) any alternative provision proposed by the Bidder. Bidders are reminded that a material variance from the terms of this ITB may result in the Bid being rejected by the Airport How to Submit an Objection. When a Bidder has an objection to the terms and conditions of this ITB or to the Contract as included in Section 3, the Bidder may submit such objection by doing the following: (A) When a pre-bid conference is scheduled, the Bidder should either present their objection at that time (either verbally or in writing), or submit a written objection prior to the scheduled pre-bid conference. (B) When a pre-bid conference is not scheduled, Bidders must submit objections in writing no later than the deadline to submit questions as stated in the scheduled on the first page of this ITB. ITB August 12,

5 (C) Except for objections raised at the pre-bid conference, all objections must be directed to the Procurement Manager. (D) Failure to object in the manner specified in this Section shall constitute a waiver of any objections the Bidder may have to the terms and conditions or to anything that occurred during this ITB process No Collusion or Conflict of Interest. By responding to this ITB, the Bidder shall be deemed to have represented and warranted that the Bid is not made in connection with any competing Bidder submitting a separate response to this ITB, and is in all respects fair and without collusion Airport s Rights and Options. Airport reserves the following rights, which may be exercised at the sole discretion of the Aviation Director, or his designee: (A) to supplement, amend, substitute or otherwise modify this ITB at any time; (B) to cancel this ITB with or without the substitution of another ITB; (C) to take any action affecting this ITB, the ITB process, or the Work or facilities subject to this ITB that would be in the best interest of the Airport; (D) to issue additional requests for information; (E) to require one or more Bidders to supplement, clarify or provide additional information in order for the Airport to evaluate the Bids submitted; (F) to conduct investigations with respect to the qualifications and experience of each Bidder; (G) to change the Bid opening date or any other dates relevant to the ITB; (H) to waive any defect or irregularity in any Bid received; (I) to reject any or all Bids; (J) to request the successful Bidder to provide samples of each item requested under this ITB prior to the award of the Contract. Samples will be retained by the Airport for comparison with items delivered under the Contract. (K) to award all, none, or any part of the items that is in the best interest of the Airport, with one or more of the Bidders responding, which may be done with or without resolicitation; and (L) to enter into any agreement deemed to be in the best interest of the Airport, with one or more of the Bidders responding Equal Opportunity. The Airport has an equal opportunity purchasing policy that seeks to ensure that all segments of the business community have access to supplying the goods and services needed by Airport programs. The Airport provides equal opportunity for all businesses and does not discriminate against any Bidders regardless of race, color, religion, age, sex, national origin or disability Award Criteria. The Airport reserve the right to award a Contract to the lowest responsive responsible Bidder taking into consideration vendor qualification and experience, quality, delivery, workmanship, services, facility requirements, inventory control and reporting. The Airport reserves the right to reject any Bid, without limitation, on the basis of function, compatibility with user requirements, utility and cost. ITB August 12,

6 1.18 Bids on All or Part. Unless otherwise specified by the Airport or by the Bidder, the Airport reserves the right to make award on all or part of the items to be purchased or the services needed. Bidders may restrict their bids to consideration in the aggregate by so stating in the Bid. However, bids restricted to consideration in the aggregate must also include a unit price on each item bid Multiple Contract Awards. The Airport reserves the right to award multiple contracts for the Work required by this ITB if the Airport deems multiple contracts to be in its best interest Anti-lobbying Provision. Maintaining the integrity of its ITB process is of paramount importance to the Airport. To this end, each Bidder is asked to voluntarily refrain from contacting any members of the City of Charlotte s ( City") City Council until the award of the Contract is presented for their approval Contract Award by City Council. As soon as practical after opening the Bids, the name of the apparent successful Bidder will be submitted to the City Council for final approval and award. Prior to the recommendation to the City Council, the successful Bidder must provide to the Airport an executed Contract which will be substantially similar to the contract in Section 3 of this ITB. Upon approval of the Contract by City Council, the Airport will execute the documents and send a copy to the successful Bidder. In the event that Council approval is not received within ninety (90) days after opening of the Bids, the successful Bidder may request that it be released from the Bid Post Award Conference. A post-award conference may be scheduled as soon as practical after the award of the Contract. The Company shall attend the conference along with the Company s prospective Project Manager and any anticipated major subcontractors, and shall provide at such conference a written schedule for the delivery of any Work for which no delivery dates have been specified in this ITB. The Company shall provide at least two (2) local telephone numbers that may be used to contact the Company s authorized representative in the event of an emergency after normal business hours Notice to Proceed. The successful Bidder shall not commence work or make shipment under this ITB until duly notified by receipt of the executed Contract from the Airport. If the successful Bidder commences work or makes shipment prior to that time, such action is taken at the Bidder s risk, without any obligation of reimbursement by the Airport Options and Accessories. The Airport may in its discretion purchase from the successful Bidder options and accessories beyond what is called for in Exhibit A to the Contract in Section 3 of this ITB, provided that such purchase does not create unfairness so as to defeat the purpose of the bid statutes E-Verify. Where the total estimated value of the contract equals or exceeds $100,000.00, each bid shall be accompanied by an E-Verify Certification in the form set forth in Section 2 Form Six. Bidder understands that E-Verify refers to the federal E- Verify program operated by the U.S. Department of Homeland Security to verify the work authorization of newly hired employees pursuant to federal law and in compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Bidder is required by federal and state law to comply with the E-Verify program and ensure compliance by any subcontractor hired by the Bidder to perform any portion of the Work under this ITB. ITB August 12,

7 1.26 Title VI Solicitation Notice. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. ITB August 12,

8 This Bid is submitted by: Section 2: Bid Response Forms FORM ONE BIDDER SUBMISSION FORM BID # Aircraft Rescue and Firefighting Vehicle Company Name: Representative (printed): Address: City/State/Zip: Telephone: (Area Code) Telephone Number Facsimile: (Area Code) Fax Number Address: State of Incorporation: Business Type: Corporation Sole Proprietorship Limited Liability Corporation Partnership Joint Venture Other (Specify) It is understood by the Bidder that the Airport reserves the right to reject any and all Bids, to make awards on all items or on any items according to the best interest of the Airport, to waive formalities, technicalities, to rescind and re-bid this ITB. Bids are valid for ninety (90) calendar days from Bid opening. Company Name Authorized Signature Date Please type or print name ITB August 12,

9 FORM TWO ADDENDUM ACKNOWLEDGEMENT BID # Aircraft Rescue and Firefighting Vehicle Bid Submission Check List: Confirm by placing a check mark in the space provided that as the Bidder the information listed below has been reviewed and complied with in the submission of a response to this ITB. (A) Addenda acknowledgement. Please contact the Aviation Procurement Manager to verify the number of addenda issued via at procurement@cltairport.com. Addenda Receipt: The following confirms receipt of any and all addenda issued for this ITB: (B) Addendum # Date Issued Bid document has been signed by authorized Bidder official. (C) Bid package has been properly labeled per the instructions. (See Section 1.8) (D) Bid Response Package Forms 1. Bid Submission - Form One 2. Addenda Acknowledgement - Form Two 3. Exceptions Form Form Three 4. Pricing - Form Four 5. Non-Discrimination Certification - Form Five 6. E-Verify Certification Form Six The signature below certifies the Bid response complies with the requirements of this ITB and that the above items A through D have been verified as complete. The Bidder further represents that it has read and can comply with all terms of the Contract, including without limitation, the insurance requirements. Company Name Date Authorized Signature Please type or print name ITB August 12,

10 FORM THREE EXCEPTIONS FORM BID # Aircraft Rescue and Firefighting Vehicle All Work requested in the ITB must be provided for the price(s) set forth in the Form Four, in strict conformance with the terms, conditions and specifications set forth in the ITB (including any addenda or amendments), subject only to the exceptions stated in the chart below. Exceptions representing material changes to the ITB s terms are grounds for rejection of the Bid. List any exceptions taken to the ITB terms or the general specifications provided in Exhibit A in Section 3. For each exception, provide an explanation. If none, state None. ITB Section Number ITB Section Title Exception and Proposed Change to ITB The signature below certifies that: (a) the Bid complies with the requirements of this ITB; and (b) that the Bidder takes no exception to the terms of the ITB other than those listed in the chart contained in this Form. Company Name Date Authorized Signature Please type or print name ITB August 12,

11 FORM FOUR PRICING BID # Aircraft Rescue and Firefighting Vehicle The undersigned proposes to furnish the following items in strict conformance to the bid specifications and bid invitation issued by the City of Charlotte for this bid. Any exceptions are clearly marked in the attached copy of bid specifications. BIDS ARE DUE NO LATER THAN 12:00 P.M., August 26, 2015 Item Total Cost Aircraft Rescue and Firefighting Vehicle $ Total Bid Price must include all equipment, labor, delivery, installation, consultation, vendor profit and all other costs associated with this project. No additional cost will be allowed. Payment Terms: The undersigned hereby certifies the Bidder has read the terms of this bid document, including the sample contract (Section 3) and is authorized to bind the firm to the information herein set forth. Date: By: Legal Name of Firm Name and Title of Person Signing (please print) FORM FIVE ITB August 12,

12 NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS BID # Aircraft Rescue and Firefighting Vehicle The undersigned Bidder hereby certifies and agrees that the following information is correct: 1. In preparing the enclosed Bid, the Bidder has considered all bids submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 2 below. 2. For purposes of this section, discrimination means discrimination in the solicitation, selection, or treatment of any subcontractor, vendor, supplier or commercial customer on the basis of race, ethnicity, gender, age, religion, national origin, disability or any otherwise unlawful form of discrimination. Without limiting the foregoing, discrimination also includes retaliating against any person or other entity for reporting any incident of discrimination. 3. Without limiting any other remedies that the City may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for the City to reject the Bid submitted with this certification, and terminate any contract awarded based on such Bid. It shall also constitute a violation of the City s Commercial Non-Discrimination Ordinance and shall subject the Bidder to any remedies allowed there under, including possible disqualification from participating in City contracts or solicitation processes for up to two years. 4. As a condition of contracting with the City, the Bidder agrees to promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information shall constitute grounds for the City to reject the Bid and to any contract awarded on such Bid. It shall also constitute a violation of the City s Commercial Non-Discrimination Ordinance, and shall subject the Bidder to any remedies that are allowed there under. 5. As part of its Bid, the Bidder shall provide to the City a list of all instances within the past ten years where a complaint was filed or pending against Bidder in a legal or administrative proceeding alleging that Bidder discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 6. As a condition of submitting a Bid to the City, the Bidder agrees to comply with the City s Commercial Non-Discrimination Policy as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted there under. Company Name Date Authorized Signature Please type or print name FORM SIX ITB August 12,

13 E-VERIFY CERTIFICATION Bid # Airport Rescue and Firefighting Vehicle This E-Verify Certification is provided to the City of Charlotte (the City ) by the company signing below ( Company ) as a prerequisite to the City considering Company for award of a City contract (the Contract ). 1. Company understands that: a. E-Verify is the federal program operated by the United States Department of Homeland Security and other federal agencies to enable employers to verify the work authorization of employees pursuant to federal law, as modified from time to time. b. Article 2 of Chapter 64 of the North Carolina General Statutes requires employers that transact business in this state and employ 25 or more employees in this state to: (i) verify the work authorization of employees who will be performing work in North Carolina through E-Verify; and (ii) maintain records of such verification (the E-Verify Requirements ). c. North Carolina General Statute 160A-20.1(b) prohibits the City from entering into contracts unless the contractor and all subcontractors comply with the E-Verify Requirements. 2. As a condition of being considered for the Contract, Company certifies that: a. If Company has 25 or more employees working in North Carolina (whether now or at any time during the term of the Contract), Company will comply with the E-Verify Requirements in verifying the work authorization of Company employees working in North Carolina; and b. Regardless of how many employees Company has working in North Carolina, Company will take appropriate steps to ensure that each subcontractor performing work on the Contract that has 25 or more employees working in North Carolina will comply with the E-Verify Requirements. 3. Company acknowledges that the City will be relying on this Certification in entering into the Contract, and that the City may incur expenses and damages if the City enters into the Contract with Company and Company or any subcontractor fails to comply with the E-Verify Requirements. Company agrees to indemnify and save the City harmless from and against all losses, damages, costs, expenses (including reasonable attorney s fees) obligations, duties, fines and penalties (collectively Losses ) arising directly or indirectly from violation of the E-Verify Requirements by Company or any of its subcontractors, including without limitation any Losses incurred as a result of the Contract being deemed void. Company Name Date Authorized Signature Please type or print name ITB August 12,

14 Section 3: Contract STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG CONTRACT NO. CONTRACT TO PROVIDE [Insert Title of Work] This Contract (the Contract ) is entered into as of this [insert Date] (the Effective Date ), by and between [insert Company name], a [insert type of company] registered under the laws of the State of [insert state] and doing business in North Carolina (the Company ), and the City of Charlotte, a municipal corporation of the State of North Carolina (the "City"). Statement of Background and Intent A. The City is the owner and operator of the Charlotte Douglas International Airport ( Airport ); B. The City issued An Invitation to Bid dated [insert date] requesting bids from qualified firms to provide the City with [insert product/service description] hereafter referred to as the "Work". This Invitation to Bid, together with all attachments and any amendments, is referred to herein as the ITB"; C. The Company submitted a bid in response to ITB on [insert date]. This bid, together with all attachments is referred to herein as the Bid ; and D. The Company wishes to provide the Work to the City in accordance with the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the covenants and conditions contained in this Contract, the parties agree as follows: AGREEMENT 1. INCORPORATION OF EXHIBITS. The following Exhibits are attached to the Contract and incorporated into and made a part of this Contract by reference: Exhibit A: Specifications Exhibit B: Bid Exhibit C: Federal Provisions Any conflict between the language in Exhibit C and the Contract shall be resolived in favor of Exhibit C. Any conflict between language in the other Exhibits and the Contract shall be resolved in favor of the main body of this Contract. Each reference to [insert company name] in the Exhibits shall be deemed to mean the Company. 2. DEFINITIONS. The following terms shall have the following meanings for purposes of this Contract (including all Exhibits): 2.1. Airport shall mean Charlotte Douglas International Airport 2.2. Background Checks shall have the meaning set forth in Section 24 below. ITB August 12,

15 2.3. Change shall have the meaning set forth in Section 27.5 below Bid shall mean the response to this ITB completed on the Bid Response Forms City shall mean the City of Charlotte Company shall mean the successful Bidder Contract shall mean the terms and conditions under which the Company shall provide the Work E-Verify Requirements shall have the meaning set forth in Section below Effective Date shall mean the date set forth in the first paragraph above Exhibits shall mean the documents specified in Section 1 and attached and incorporated into the Contract ITB shall mean Invitation to Bid Project Manager shall mean the Airport or Company employee who is the point of contact under this Contract Specifications shall mean the scope and details of the Work set forth in Exhibit A that the Company will provide under the Contract Work shall mean the actual products and/or services provided in compliance with the Specifications and under this Contract. 3. TERM. The term of the Contract will be for [insert term] from the Effective Date [with an option to renew for two (2) additional one-year terms]. The Contract may be extended only by a written amendment to the Contract signed by both parties. 4. COMPENSATION. The Company shall provide the Work in accordance with the Specifications set forth in Exhibit A to this Contract. The City shall pay the Company for the Work delivered in compliance with the Specifications and at the prices set forth in Exhibit B. The maximum amount of the Contract shall not exceed [insert dollar amount in words] ($[insert amount in numbers]) This amount constitutes the maximum fees and charges payable by the Company in the aggregate under this Contract and will not be increased except by a written amendment duly executed by both parties. The Company shall not be entitled to charge the City any prices, fees or other amounts that are not listed in Exhibit B. 5. BILLING. Each invoice sent by the Company shall include all reports, information and data required by this Contract (including the Exhibits) necessary to entitle the Company to the requested payment and shall be provided by the Company to the City at the frequency set forth in Exhibit A or where the exhibit is silent, invoices should be submitted monthly. The Company shall send one (1) copy only of each invoice using one of the following options: 1. Option 1 one copy of each invoice to cocap@charlottenc.gov. Company shall not mail invoices that have been sent via Option 2 Mail one copy of each invoice to: City of Charlotte- Accounts Payable P.O. Box Charlotte, NC Attn: Aviation The City is not tax exempt from sales tax. The Company shall include all applicable State and County sales taxes on the invoice and not combined with the cost of the goods. ITB August 12,

16 Payment of invoices shall be due within thirty (30) days after the City has received all of the following: (a) an accurate, properly submitted invoice, (b) all reports due for the month covered by the invoice; and (c) any other information reasonably requested by the City to verify the charges contained in the invoice. 6. GENERAL WARRANTIES. Company represents and warrants that: 6.1 It is a legal entity, validly existing and in good standing under the laws of the State of [insert state], and is qualified to do business in North Carolina; 6.2 It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 6.3 The execution, delivery, and performance of this Contract have been duly authorized by Company; 6.4 No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 6.5 In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations, including but not limited to E- Verify and shall obtain and provide to the City all applicable permits and licenses within ten (10) days of the Company receiving notice of award and within twenty-four (24) hours of demand at any time during the term; and 6.6 The Company shall not violate any agreement with any third party by entering into or performing this Contract. 6.7 The Work shall comply with all requirements set forth in this Contract, including but not limited to the attached Exhibits; 6.8 The Company guarantees the materials and workmanship on all materials and services provided under the Contract and that it will fix any defects at its own expense that are discovered during the guarantee period at the time designated by and to the satisfaction of the Airport; 6.9 All work performed by the Company and/or its subcontractors pursuant to this Contract shall meet industry accepted standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; and 6.10 The Work provided by the Company under this Contract will not infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party. 7. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the City and the City s officers, agents and employees from and against any and all claims, losses, damages, obligations, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from Company s performance, or allegations thereof, under this Contract, except to the extent that the claims, losses, damages, obligations, liabilities and expenses are caused by the sole negligence of the City, or the City s officers, agents and employees. Such liabilities shall include those arising from a violation of any federal, state or local law, regulation or ordinance by the Company or any of its subcontractors (including without limitation E-Verify or other immigration laws). Company shall purchase insurance, as described in Section 8 of the Contract, which shall include coverage for the contractual liability described herein. In any case in which Company provides a defense to the City ITB August 12,

17 pursuant to this indemnity, the defense will be provided by attorneys reasonably acceptable to the City. This provision shall survive the expiration or early termination of the Contract. 8. INSURANCE. The Company shall provide and maintain at its expense during the term of this Contract the following program(s) of insurance covering its operations. Such insurance shall be provided by insurer(s) satisfactory to the City as approved by the City's Risk Management Division and evidence of such programs satisfactory to the City shall be delivered to the City on or before the effective date of this Contract. Such evidence shall specifically identify this Contract and shall contain the express condition that the City is to be given written notice of at least ten (10) days in advance of any modification or termination of any program of insurance Automobile Liability. Evidence of current automobile insurance (attach copy of automobile Policy declarations Page(s) in the case of Personal Auto) which show the vehicle and coverage amounts as the appropriate one of the following: If the Company owns or leases commercial vehicles to provide goods under this Contract, Automobile Liability must be provided at a limit of not less than $1,000,000 per accident, combined single limit, each occurrence, for bodily injury and property damage liability covering all owned, non-owned, and hired vehicle If the Company does not own or lease any vehicles, but has employees using their vehicles to perform a service under this Contract, Company must provide Hired/non-owned Automobile Liability coverage at a limit of not less than $1,000,000 per occurrence aggregate If the Company does not own or lease any commercial vehicles to perform services under this Contract, and has no employees using their vehicles to perform services under this Contract, but uses his or her own personal vehicle to perform services under this Contract, Personal Automobile Liability may be provided at limits of not less than $100,000 each person, $300,000 each accident and property damage liability of $50, If the Company is trucking fuel, the Automobile Liability coverage shall be broadened to include pollution coverage on covered autos, and a copy of endorsement CA shall be provided to the City. Company must also supply the City with evidence of motor carrier endorsement MCS-90 as required by the Federal Motor Carrier Safety Administration s Motor Carrier Act However, if the Company has access to the AOA, all automobile liability insurance limits shall increase to $5,000, per accident, combined single limit, each occurrence Commercial General Liability. Insurance with a limit not less than $1,000,000 per occurrence/aggregate including coverage for bodily injury, property damage, products and completed operations, personal/advertising injury liability and contractual liability Worker s Compensation and Employers Liability. Insurance meeting the statutory requirements of the State of North Carolina and any applicable Federal laws; and, Employers Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. If the Company does not employ more than 2 full time employees, Company must attest this fact on company letterhead and include such letter in this Contract. 9. OTHER INSURANCE REQUIREMENTS. ITB August 12,

18 9.1. City of Charlotte, 600 East Fourth St. Charlotte, NC shall be named as an additional insured under the commercial general liability insurance for operations or services rendered under this Contract The Company shall not commence any work in connection with this Contract until it has obtained all of the types of insurance set forth in this section and furnished the City with proof of insurance coverage by certificates of insurance accompanying the Contract The Company shall not allow any subcontractor to commence work until all such subcontractors have obtained the same insurance coverages as described above All insurance policies shall be written by insurers qualified to do business in the State of North Carolina. If any of the coverage conditions are met by a program of selfinsurance, the Company must submit evidence of the right to self-insure as provided by the State of North Carolina The Company insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company s operations under this Contract. The Company and each of its subcontractors shall and does waive all rights of subrogation against the City and each of the Indemnitees The City shall be exempt from, and in no way liable for any sums of money that may represent a deductible or self-insured retention in any insurance policy. The payment of the deductible/retention shall be the sole responsibility of the Company and/or subcontractor. 10. TERMINATION TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any time without cause by giving thirty (30) days written notice to the Company TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party s assets or properties Any notice of default pursuant to this Section shall identify and state the party s intent to terminate this Contract if the default is not cured within the specified ITB August 12,

19 period ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate the Contract upon the occurrence of one or more of the following events (which shall each constitute grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with the ITB, the Bid, or any covenant, agreement, obligation, term or condition contained in this Contract; or The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements or failure to provide the proof of insurance as required by this Contract The Company fails to meet delivery times or the Work does not comply with the terms of this Contract as set forth in Exhibit A NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of the Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company OBLIGATIONS UPON EXPIRATION OR TERMINATION. In the event this Contract is terminated by the City for any reason prior to the end of the term, the Company shall upon termination immediately discontinue all services in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Work performed under this Contract to the date of termination NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the delivery of the Work or any warranties or repossess, disable or render unusable any Software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise AUTHORITY TO TERMINATE. The Aviation Director or his designee is authorized to terminate this Contract on behalf of the City. 11. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Work, functions and operations provided by the Company hereunder to another provider or to the City as determined by the City in its sole discretion. 12. REMEDIES Right to Cover. If the Company fails to meet any completion date or resolution time set forth in this Contract (including all Exhibits), the City may take any of the following actions with or without termination this Contract, and in addition to and without limiting any other remedies it may have: ITB August 12,

20 Employ such means as it may deem advisable and appropriate to perform itself or obtain the Work from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and Deduct any and all expenses incurred by the City in obtaining or performing the Work from any money then due or to become due to the Company and, should the City s cost of obtaining or performing the Work exceed the amount due the Company, collect the amount due the City from the Company Right to Withhold Payment. If the Company breaches any provision of this Contract, the City shall have the right to withhold all payments due to the Company until such breach has been fully cured Setoff. Each party shall be entitled to setoff and may deduct from any amounts owed to the other party under this Contract all damages and expenses incurred as a result of the other party s breach of this Contract Other Remedies. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. However, under no circumstances shall the Airport be liable to the Company for damages arising from delay, whether caused by the Airport or not. 13. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; (iii) make either party an agent of the other for any purpose whatsoever, or (iv) give either party the authority to act for, bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein shall be deemed to eliminate any fiduciary duty on the part of the Company to the City that may arise under law or under the terms of this Contract. 14. AUDIT. During the term of this Contract and for a period of one (1) year after termination of this Contract, the City shall have the right to audit, either itself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate the Company s compliance with the terms and conditions of the Contract or the City s payment obligations. The City shall pay its own expenses, related to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit. 15. RECORDS. The Company shall be responsible for keeping a record that accurately states the number of hours worked or quantity of goods provided by the Company in the process of providing the Work under the terms of the Contract. The City shall have the right to audit the Company s invoices, expense reports and other documents relating to the Work performed under the Contract, and shall not be required to pay for Work which did not occur or which occurred in breach of the Contract. The Company shall make such documents available for inspection and copying by the City in Charlotte, North Carolina between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday, whenever requested by the City. 16. INSPECTION. The Airport reserves the right to inspect the equipment, plant or other facilities of the Company to confirm that such conform with the requirements set forth in Exhibit A and are adequate and suitable for proper and effective performance of this ITB August 12,

21 Contract. Such inspections shall be conducted during normal business hours and upon at least three (3) days notice to the Company. 17. ACCEPTANCE OF THE WORK. The Work delivered under this Contract shall remain the property of the Company until the Airport physically inspects, actually uses and accepts the Work. 18. COMPANY PROJECT MANAGER. Where the ITB or the Contract requires the Company to provide a Project Manager, their duties shall include, but are not limited to, the following: Coordination of Project schedules and the Company s resource assignment based upon the City s requirements and schedule constraints; Acting as the Company s point of contact for all aspects of the Contract administration, including invoicing for the Work, and status reporting; Facilitation of review meetings and conferences between the City and the Company s executives when scheduled or requested by the City; Communications among and between the City and the Company s staff; Promptly responding to the City s Project Manager when consulted in writing or by e- mail with respect to the Work deviations and necessary documentation; Identifying and providing the City with timely written notice of all issues that may threaten the Company s ability to provide the Work in a manner contemplated by the Contract; Ensuring that adequate quality assurance procedures are in place through the duration of the Contract term; and Meeting with other companies working on City projects that relate to this effort as necessary to resolve problem and coordinate the provision of the Work. 19. DUTY OF THE COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner the following: All information reasonably required by the Company to perform each task comprising the Work; The City s personnel whose presence or assistance may reasonably be required by the Company to perform each task comprising the Work; and Any other equipment, facility or resource reasonably required by the Company to perform the Work. Notwithstanding the foregoing, the Company shall not be entitled to request the City provide information, personnel or facilities other than those which Exhibit A specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City s failure to provide any information, personnel, equipment, facilities or resources that is not required under Exhibit A or requested in writing. However, where the Company provides written notice and the City fails to provide included information, personnel, facility or resources, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by the Company for any claim or defense it may otherwise have based on the City s failure to provide such information, personnel, facility or resource. ITB August 12,

22 20. NON-DISCRIMINATION. The City has adopted a Commercial Non-Discrimination Policy that is described in Section 2, Article V of the Charlotte City Code, and is available for review on the City s website (the Non-Discrimination Policy ). The Company agrees to comply with the Non-Discrimination Policy, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age, or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors, suppliers, or commercial customers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions. As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Company has used on City contracts in the past five years, including the total dollar amount paid by Contractor on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City s Non-Discrimination Policy as set forth in Section 2, Article V of the City Code, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company understands and agrees that violation of this clause shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. The Company further agrees to provide to the City from time to time on the City s request, payment affidavits detailing the amounts paid by Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format provided by the City. 21. COMPANY WILL NOT SELL or DISCLOSE DATA. The Company will treat as confidential information all data provided by the City in connection with this Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this Contract. 22. WORK ON CITY S PREMISES. The Company will ensure that its employees and agents shall, whenever on the City s premises, obey all instructions and directions issued by the City s Project Manager with respect to work on the City s premises. The Company agrees that its personnel and the personnel of its subcontractors will comply with all rules, regulations and security procedures of the City when on the city s premises. 23. NO LIENS. All products provided under this Contract shall be delivered and remain free and clear of all liens and encumbrances. 24. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is ITB August 12,

23 required to conduct a background check on each Company employee assigned to work under the Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under the Contract (collectively, the Background Checks ). Each Background Check must include: (a) the person s criminal conviction record from the states and counties where the person lives or has lived in the past seven years; and (b) a reference check The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall requires its subcontractors to do the same The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, backgroundcheck conducted by the City are subject to public review upon request. 25. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The Company hereby certifies that it has or it will within thirty (30) days after execution of this Contract: Notify employees that the unlawful manufacture, distribution, dispensation, possession, or use of controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition; Establish a drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the Company s policy of maintaining a drug-free workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for drug abuse violations; Notify each employee that as a condition of employment, the employee will (i) abide by the terms of the prohibition outlines in (a) above, and (ii) notify the Company of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction; Impose a sanction on, or requiring the satisfactory participation in a drug counseling, rehabilitation or abuse program by an employee convicted of a drug crime; Make a good faith effort to continue to maintain a drug-free workplace for employees; and Require any party to which it subcontracts any portion of the work under the contract to comply with the provisions of this Section. A false certification or the failure to comply with the above drug-free workplace requirements during the performance of this Contract shall be ground for suspension, termination or debarment. ITB August 12,

24 26. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to: For The Company: For The City: Charlotte Douglas International Airport Attn: 5601 Wilkinson Boulevard Charlotte, NC Phone: Fax: With Copy To: With Copy To: Charlotte Douglas International Airport Attn: 5601 Wilkinson Boulevard Charlotte, NC Phone: Fax: All other notices shall be sent to the other party s Project Manager at the most recent address provided in writing by the other party. ITB August 12,

25 27. MISCELLANEOUS Non-Exclusivity. The Company acknowledges that it is one of several providers of the Work to the City and the City is not obligated to contract with the Company for any particular project Time is of the Essence. Time is of the essence in having the Company perform all Work and deliver all items within the time frames provided by this Contract and Exhibit A, including all completion dates, response times and resolution time. Except as specifically stated in the Contract, there shall be no extensions of the stated time frames. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days, unless the Contract provides otherwise for a specific situation Entire Contract. This Contract including all Exhibits constitutes the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and bids, written or oral Amendment. No amendment or change to the Contract shall be valid unless in writing and signed by both parties to the Contract Service Changes and Change Orders. In the event changes to the Work (collectively Change ), become necessary or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall be effective only when documented by a written amendment to this Contract executed by both parties. The amendment shall set forth in detail (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Work including the impact on all delivery dates and any associated price. In the event either party desires a Change, the Project Manager for such party shall submit to the other party s Project Manager a written request for the Change. If the receiving party does not accept the Change within ten (10) days, the receiving party shall be deemed to have rejected the Change request. If the parties cannot reach an agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions. Changes that involve or increase the amounts payable by the City require execution by the Aviation Director or a designee depending on the amount. Some increases may require execution by the City Manager or a designee or approval by Charlotte City Council Governing Law and Jurisdiction. North Carolina law shall govern the interpretation and enforcement of this Contract, and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). All legal actions or other proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By execution of this Contract, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina Binding Nature and Assignment. This Contract shall bind the parties and their ITB August 12,

26 successors and permitted assigns. Neither party may assign this Contract without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. For purposes of this Section, a Change in Control, as defined in Section constitute an assignment Survival of Provisions. Those Sections of the Contract and the Exhibits which by their nature would reasonably be expected to continue after the termination or natural expiration of the Contract shall survive the termination or natural expiration of the Contract, including but not limited to all definitions and Sections 6.9, 6.10, 7, 10.5, 12, 14, 15 and Severability. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of this Contract so long as the material purposes of this Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent No Publicity. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner without the prior written consent of the City. Notwithstanding the forgoing, the parties agree that the Company may list the City as a reference in responses to invitations to bid or requests for proposals, and may identify the City as a customer in presentations to potential customers No Manufacturer or Dealer Advertisement. No manufacture or dealer shall advertise on goods delivered to the Airport without prior approval by the Aviation Director, or his designee Waiver. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights Change in Control. In the event of a change in Control of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten days of the occurrence of a change in control. As used in this Contract the term Control shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise Force Majeure. Neither party hereto shall be liable to the other for any failure, delay or interpretation in the performance of any of the terms, covenants, or conditions of this Contract due to causes beyond the control of that party including, but not limited to, court order, shortages of materials, acts of God, act of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or other circumstances for which such party is not responsible, which the party ITB August 12,

27 cannot reasonably circumvent or which are not in its power to control, for as long as such cause continues. This Section does not include strikes, slow-downs, walkouts, lockouts and individual disputes No Limitations on Disclosure. The Company agrees that the Airport shall be able to disclose and distribute to any persons or entities, without restrictions, all Work and samples provided under this Contract or the ITB. The Company specifically agrees that the Airport can and will provide samples of the Work provided under this Contract to the Company s competitors in any future procurement process No Bribery. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the City in connection with this Contract Familiarity and Compliance with Laws and Ordinances. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Work. The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to workers compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work Taxes. The Company shall pay all applicable federal, state and local taxes which may be chargeable against the performance of the Work E-VERIFY. As a condition for payment under this Contract, Company shall (ii) comply with the E-Verify requirements set forth in Article 2 of Chapter 64 of the North Carolina General Statutes (the E-Verify Requirements); and (ii) cause each subcontractor under this Contract to comply with such E-Verify Requirements as well. Company will indemnify and save harmless the City from all losses, damages, costs, expenses (including reasonable attorneys fees), obligations, duties, fines, penalties, interest changes and other liabilities (including settlement amounts) incurred on account of any failure by Company or any subcontractor to comply with the E-Verify Requirements. 28. NON-APPROPRIATION OF FUNDS. If the City Council does not appropriate the funding needed by the City to make payments under this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the nonappropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the City, which is attributable to nonappropriation of funds shall constitute a breach of or default under this Contract. [Intentionally Left Blank] ITB August 12,

28 IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed on the date first written above. (INSERT COMPANY NAME) BY: SIGNATURE: TITLE: DATE: CITY OF CHARLOTTE BY: SIGNATURE: TITLE: DATE: This instrument has been pre-audited in the manner required by Local Government Budget and Fiscal Control Act. CITY OF CHARLOTTE FINANCE DEPARTMENT BY: (Signature) TITLE: ITB August 12,

29 EXHIBIT A: Specifications 1. General Requirements: The Airport is seeking to purchase Aircraft Rescue and Firefighting Vehicles which meet the specifications approved by the Federal Aviation Authority (FAA) as stated below in Section 16 and attached for reference All equipment and component parts furnished shall be new, meet all requirements of these Specifications and be in operating condition at time of delivery. Bids submitted in response to this ITB must comply with all terms and conditions and Specifications as listed. 2. Contract Types: The Contract resulting from this ITB will be of the type indicated below: X 3. Terms of Contract: X Definite Quantity: The Contract will be a fixed-price contract that provides for delivery of a specified quantity of products and any related services either at specified times or when ordered. Indefinite Quantity: The Contract will be a unit price contract for an indefinite amount of products (and any related services) to be furnished at specified times, or as ordered. In some cases, indefinite quantity contracts may state a minimum quantity that the Airport is obligated to order but in others the Airport reserves the right to purchase according to actual need and does not guarantee quantities. The Airport may make available to Bidders information regarding the Airport s purchase history or projected estimates of the approximate quantity of products that will be needed. Notwithstanding such information, each Bidder is required to perform its own due diligence on which to base its bid. Inaccuracy of information provided by the Airport will not give rise to any claim against the Airport, or entitle any Bidder to rescind its Bid or the Company to terminate or amend the Contract. Unit Price Contract: Contract awarded is for a unit price when product and service needs are based upon indefinite quantities, and where orders will be based on actual needs that may exceed or be less than projections. All expenditures under a unit price contract are contingent upon appropriations having been made by City Council. One Time Purchase: Contract awarded is for a specific quantity purchased at one time. 4. Warranty: All equipment and goods supplied under these Specifications shall be covered by the manufacturer s normal written guarantee and/or warranty (minimum of one year) against defects in materials, workmanship and performance. a. Two copies of the manufacturer s written warranty shall be supplied with the equipment. b. It shall be the responsibility of the manufacturer to pay all shipping and crating costs associated with warranty repairs. c. Warranty repairs shall be performed by the contractor at the customer s site on request. d. The equipment warranty will become effective on the date of installation of the equipment by the Airport, but shall not exceed 24 months after receipt by the Airport. 5. Pricing. Bids shall be submitted as a fixed unit cost per vehicle, which includes shipping and delivery, any discounts, vendor mark up/profit, item cost and storage. No other charges are allowed. ITB August 12,

30 6. Price Adjustment as Part of the Bid. To submit price adjustments as part of your Bid, you must: (a) comply with any limitations or instructions that are stated in this ITB; and (b) state very clearly in the Price Sheet of your Bid Response Forms the proposed price adjustments or, if permitted, the price adjustment formula. Restrictions and instructions regarding price adjustments are provided in the Bid Response Forms. It is important that you check for these restrictions and instructions carefully. In some instances price adjustments are not permitted as part of the Bid. In other instances formula price increases are prohibited due to the difficulty they create in comparing Bid prices. 7. Price Adjustment if Not Included as Part of the Bid. If price adjustments are not included in your Bid, the price(s) stated in your Bid shall apply for the entire term of the Contract unless the Airport approves a price adjustment in writing in accordance with the following terms: a. Price increases shall only be allowed when justified in the Airport s sole discretion based on legitimate, bona fide increases in the cost of materials. No adjustment shall be made to compensate the Company for inefficiency in operation, increase in labor costs or for additional profit. b. To obtain approval for a price increase, the Company shall submit a written request to the Airport s Project Manager, at the address listed below, together with written documentation sufficient to demonstrate that the increase is necessary based on legitimate increase in the cost of materials. The request must state and fully justify the proposed price increase per unit over the price originally bid. Charlotte Douglas International Airport CLT Center 5601 Wilkinson Boulevard Charlotte, NC Attention: Lorraine Harrison c. No proposed price increase shall be valid unless accepted by the Airport in writing. The Airport may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the Airport s sole discretion. If the Airport rejects such price increase, the Company shall continue to perform under the Contract. d. If the Airport approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the Airport shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. The Company shall notify the Airport in writing if the market factors on which the Airport granted the increase change such that the Airport s reasons for granting the increase no longer apply. 8. Delivery Time. For the requested delivery time under this Contract, time is of the essence. The Company s bid is deemed a binding commitment to meet the delivery time stated herein unless the Bid specifically takes exception. 9. Delivery. All Work provided under this Contract must be delivered F.O.B. Destination within the time frame specified on the Schedule above. Delivery and freight charges are to be included in Bid pricing. Failure to comply with this requirement shall be cause to terminate this Contract unless such failure is confined to infrequent and isolated instances, which do not involve major purchases. 10. Installation. Only experienced professionals should install all Work. All work must be performed according to the standards established under this Contract and meet ITB August 12,

31 manufacturer s specifications and industry standards. It shall be the obligation of the installer to obtain clarification from the Airport s Project Manager concerning questions or conflicts in any drawings and the terms of this Contract in a timely manner as to not delay the progress of the work. All permits and inspections are the sole responsibility of the Company. 11. Returns and Restocking Charges. The Company must pick up the Work to be returned within twenty-four (24) hours from notification. The Airport will not pay restocking fees for Work that have been returned unless it is a specialty item and the Airport has been notified, as the time of placement of the order, of the potential restocking charge. The Company will issue a credit memo to the Airport within seven (7) calendar days of the return. 12. Quality. Unless the ITB specifically states otherwise for a particular item, all components used to manufacture or construct any supplies, materials or equipment or goods provided under this Contract shall be: (a) new; (b) the latest model; (c) of the best quality and highest grade workmanship; and (d) in compliance will all applicable federal, state and local laws, regulations and requirements. By new, the Airport means that the item has been recently produced and has not been previously sold or used. 13. Subcontract. The Company shall not subcontract any of its obligations under this Contract without the Airport s prior written consent. In the event the Airport does consent in writing to a subcontracting arrangement, Company shall be the prime contractor and shall remain fully responsible for performance of all obligations which it is required to perform under this Contract. Any subcontract entered into by Company shall name the Airport as a third party beneficiary. 14. Environmental Preferable Purchasing. The Airport promotes the practice of environmentally preferably purchasing in acquiring products. Attributes that may be taken into consideration as environmental criterion include the following: recycled content, renewable resources, recyclability, packaging, biodegradability, reduced toxicity, energy and water efficiency, low volatile organic compounds durability and take back options. Environmental preferable purchasing includes products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance or disposal of the product. The Company is encouraged to supply products that contain environmentally preferable attributes. Certification of environmental standards and other environmental claims must be signed by a senior company official and provided to the Airport. 15. Product Specifications: This vehicle shall meet the requirements of NFPA 414, 2012 edition. NFPA 414 and the applicable FAA Advisory Circulars shall take precedence over this specification. This specification only has particulars listed. All basic truck information is listed in NFPA 414 and FAA A/C and FAA Documents provided in the Bid Package. ITB August 12,

32 EXHIBIT C: Federal Provisions FEDERAL REQUIREMENTS (Updated by FAA ) Federal laws and regulations require that the contract provisions set forth herein be included in each contract funded under the AIP. Company (including all subcontractors) shall: A. Insert these contract provisions in each contract and subcontract, and further require that the clauses be included in all lower tier subcontracts. B. Incorporate applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services. C. Be responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. Failure to comply with the terms of these contract provisions may be sufficient grounds to: A. Withhold progress payments or final payment; B. Terminate the contract; C. Seek suspension/debarment; or D. Any other action determined to be appropriate by the Owner or FAA. ITB August 12,

33 1. ACCESS TO RECORDS AND REPORTS The Company must maintain an acceptable cost accounting system. The Company agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Company agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 2. BUY AMERICAN CERTIFICATION The Company agrees to comply with 49 USC 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced in the United States, unless the FAA has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart ; or is included in the FAA Nationwide Buy American Waivers Issued list. A bidder or offeror must submit the appropriate Buy America certification (below) with all bids or offers on AIP funded projects. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. Type of Certification is based on Type of Project: There are two types of Buy American certifications. For projects for a facility, the Certificate of Compliance Based on Total Facility (Terminal or Building Project) must be submitted. For all other projects, the Certificate of Compliance Based on Equipment and Materials Used on the Project (Non-building construction projects such as runway or roadway construction; or equipment acquisition projects) must be submitted. ***** Certificate of Buy American Compliance for Total Facility (Buildings such as Terminal, SRE, ARFF, etc.) As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and submit this certification statement with their proposal. The bidder or offeror must indicate how they intend to comply with 49 USC by selecting one of the following certification statements. These statements are mutually exclusive. Bidder must select one or the other (i.e. not both) by inserting a checkmark ( ) or the letter X. Bidder or offeror hereby certifies that it will comply with 49 USC by: a) Only installing steel and manufactured products produced in the United States; or b) Installing manufactured products for which the FAA has issued a waiver as indicated by inclusion on the current FAA Nationwide Buy American Waivers Issued listing; or c) Installing products listed as an Excepted Article, Material or Supply in Federal Acquisition Regulation Subpart By selecting this certification statement, the bidder or offeror agrees: 1. To provide to the Owner evidence that documents the source and origin of the steel and manufactured product. 2. To faithfully comply with providing US domestic products ITB August 12,

34 3. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. The bidder or offeror hereby certifies it cannot comply with the 100% Buy American Preferences of 49 USC 50101(a) but may qualify for either a Type 3 or Type 4 waiver under 49 USC 50101(b). By selecting this certification statement, the apparent bidder or offeror with the apparent low bid agrees: 1. To the submit to the Owner within 15 calendar days of the bid opening, a formal waiver request and required documentation that support the type of waiver being requested. 2. That failure to submit the required documentation within the specified timeframe is cause for a non-responsive determination may results in rejection of the proposal. 3. To faithfully comply with providing US domestic products at or above the approved US domestic content percentage as approved by the FAA. 4. To furnish US domestic product for any waiver request that the FAA rejects. 5. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. Required Documentation Type 3 Waiver - The cost of components and subcomponents produced in the United States is more that 60% of the cost of all components and subcomponents of the facility. The required documentation for a type 3 waiver is: a) Listing of all manufactured products that are not comprised of 100% US domestic content (Excludes products listed on the FAA Nationwide Buy American Waivers Issued listing and products excluded by Federal Acquisition Regulation Subpart ; products of unknown origin must be considered as non-domestic products in their entirety) b) Cost of non-domestic components and subcomponents, excluding labor costs associated with final assembly and installation at project location. c) Percentage of non-domestic component and subcomponent cost as compared to total facility component and subcomponent costs, excluding labor costs associated with final assembly and installation at project location. Type 4 Waiver Total cost of project using US domestic source product exceeds the total project cost using non-domestic product by 25%. The required documentation for a type 4 of waiver is: a) Detailed cost information for total project using US domestic product b) Detailed cost information for total project using non-domestic product False Statements: Per 49 USC 47126, this certification concerns a matter within the jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code. Date Signature Company Name Title ***** ITB August 12,

35 Certificate of Buy American Compliance for Manufactured Products (Non-building construction projects, equipment acquisition projects) As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and submit this certification statement with their proposal. The bidder or offeror must indicate how they intend to comply with 49 USC by selecting one on the following certification statements. These statements are mutually exclusive. Bidder must select one or the other (not both) by inserting a checkmark ( ) or the letter X. Bidder or offeror hereby certifies that it will comply with 49 USC by: a) Only installing steel and manufactured products produced in the United States, or; b) Installing manufactured products for which the FAA has issued a waiver as indicated by inclusion on the current FAA Nationwide Buy American Waivers Issued listing, or; c) Installing products listed as an Excepted Article, Material or Supply in Federal Acquisition Regulation Subpart By selecting this certification statement, the bidder or offeror agrees: 1. To provide to the Owner evidence that documents the source and origin of the steel and manufactured product. 2. To faithfully comply with providing US domestic product 3. To furnish US domestic product for any waiver request that the FAA rejects 4. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. The bidder or offeror hereby certifies it cannot comply with the 100% Buy American Preferences of 49 USC 50101(a) but may qualify for either a Type 3 or Type 4 waiver under 49 USC 50101(b). By selecting this certification statement, the apparent bidder or offeror with the apparent low bid agrees: 1. To the submit to the Owner within 15 calendar days of the bid opening, a formal waiver request and required documentation that support the type of waiver being requested. 2. That failure to submit the required documentation within the specified timeframe is cause for a non-responsive determination may result in rejection of the proposal. 3. To faithfully comply with providing US domestic products at or above the approved US domestic content percentage as approved by the FAA. 4. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. Required Documentation Type 3 Waiver - The cost of the item components and subcomponents produced in the United States is more that 60% of the cost of all components and subcomponents of the item. The required documentation for a type 3 waiver is: a) Listing of all product components and subcomponents that are not comprised of 100% US domestic content (Excludes products listed on the FAA Nationwide Buy American Waivers Issued listing and products excluded by Federal Acquisition Regulation Subpart ; products of unknown origin must be considered as non-domestic products in their entirety) b) Cost of non-domestic components and subcomponents, excluding labor costs associated with final assembly at place of manufacture. ITB August 12,

36 c) Percentage of non-domestic component and subcomponent cost as compared to total item component and subcomponent costs, excluding labor costs associated with final assembly at place of manufacture. Type 4 Waiver Total cost of project using US domestic source product exceeds the total project cost using non-domestic product by 25%. The required documentation for a type 4 of waiver is: a) Detailed cost information for total project using US domestic product b) Detailed cost information for total project using non-domestic product False Statements: Per 49 USC 47126, this certification concerns a matter within the jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code. Date Signature Company Name Title 3. GENERAL CIVIL RIGHTS PROVISIONS The Company agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of This provision also obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport through the Airport Improvement Program, except where Federal assistance is to provide, or is in the form of personal property; real property or interest therein; structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. 4. CIVIL RIGHTS TITLE VI ASSURANCES A. Title VI Solicitation Notice (Source: Appendix 4 of FAA Order , Nondiscrimination in Federally-Assisted Programs at the Federal Aviation Administration) Title VI Solicitation Notice: ITB August 12,

37 The Owner, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. B. Title VI Clauses for Compliance with Nondiscrimination Requirements (Source: Appendix A of Appendix 4 of FAA Order , Nondiscrimination in Federally- Assisted Programs at the Federal Aviation Administration) Compliance with Nondiscrimination Requirements During the performance of this contract, the Company, for itself, its assignees, and successors in interest (hereinafter referred to as the Company ) agrees as follows: 1. Compliance with Regulations: The Company (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The Company, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Company will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Company for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Company of the Company s obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The Company will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a Company is in the exclusive possession of another who fails or refuses to furnish the information, the Company will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Company s noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: ITB August 12,

38 a. Withholding payments to the Company under the contract until the Company complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Company will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Company will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Company becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Company may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Company may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI List of Pertinent Nondiscrimination Authorities (Source: Appendix E of Appendix 4 of FAA Order , Nondiscrimination in Federally- Assisted Programs at the Federal Aviation Administration) During the performance of this contract, the Company, for itself, its assignees, and successors in interest (hereinafter referred to as the Company ) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation Effectuation of Title VI of The Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL ), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or activities to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C ) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration s Non-discrimination statute (49 U.S.C ) (prohibits discrimination on the basis of race, color, national origin, and sex); ITB August 12,

39 Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C et seq). 5. DISADVANTAGED BUSINESS ENTERPRISES Contract Assurance ( 26.13) - The Company or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Company shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Company to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Prompt Payment ( 26.29) - The Company agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than seven (7) days from the receipt of each payment the Company receives from the Owner. The Company agrees further to return retainage payments to each subcontractor within seven (7) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Owner. This clause applies to both DBE and non-dbe subcontractors. 6. ENERGY CONSERVATION REQUIREMENTS The Company agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law ). 7. FAIR LABOR STANDARDS ACT All contracts and subcontracts must comply with the provisions of the Fair Labor Standards Act, including the recordkeeping standards of the Act. The Company must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor, Wage and Hour Division. 8. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: ITB August 12,

40 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 9. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 The United States Department of Labor Occupational Safety & Health Administration (OSHA) oversees the workplace health and safety standards wage provisions from the Occupational Safety and Health Act of All contracts and subcontracts must comply with the Occupational Safety and Health Act of The Company must address any claims or disputes that pertain to particular requirement of the Occupational Safety and Health Act of 1970 with OSHA. 10. RIGHT TO INVENTIONS All rights to inventions and materials generated under this contract are subject to requirements and regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. 11. TRADE RESTRICTION The Company or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; ITB August 12,

41 c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the Company knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the Company agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The Company may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The Company shall provide immediate written notice to the sponsor if the Company learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the Company if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the Company or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a Company is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section TEXTING WHEN DRIVING In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving (10/1/2009) and DOT Order Text Messaging While Driving (12/30/2009), FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. The Company must promote policies and initiatives for employees and other work personnel that decrease crashes by distracted drivers, including policies to ban text messaging while driving. The Contract must include these policies in each third party subcontract on this project. 13. TERMINATION OF CONTRACT a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. ITB August 12,

42 Upon receipt of such notice services must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price will be made, but no amount will be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the Company's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Company is be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the Company had not so failed, the termination will be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price will be made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. 14. DEBARMENT AND SUSPENSION A. Certification Regarding Debarment and Suspension (Bidder or Offeror) By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the bidder or offeror submits its proposal that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. B. Certification Regarding Debarment and Suspension (Successful Bidder Regarding Lower Tier Participants) The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a covered transaction, must verify each lower tier participant of a covered transaction under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at website: 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that an lower tier participant failed to tell a higher tier that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy, including suspension and debarment. 15. BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the Company or its subcontractors may result in the suspension or termination of this contract or such ITB August 12,

43 other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. 16. CLEAN AIR AND WATER POLLUTION CONTROL Company and subcontractors agree: 1. That any facility to be used in the performance of the contract or subcontract or to benefit from the contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities; 2. To comply with all the requirements of Section 114 of the Clean Air Act, as amended, 42 U.S.C et seq. and Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C et seq. relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder; 3. That, as a condition for the award of this contract, the Company or subcontractor will notify the awarding official of the receipt of any communication from the EPA indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; 4. To include or cause to be included in any construction contract or subcontract which exceeds $ 100,000 the aforementioned criteria and requirements. 17. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) above, the Company and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Company and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be ITB August 12,

44 withheld, from any monies payable on account of work performed by the Company or subcontractor under any such contract or any other Federal contract with the same Company, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same Company, such sums as may be determined to be necessary to satisfy any liabilities of such Company or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4. Subcontractors. The Company or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The Company shall be responsible for compliance by any sub or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. ITB August 12,

45 The following specification is the FAA approved version of the Advisory Circular Number 150/ E. ITB August 12,

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