ADDENDUM NO. 1
REQUEST FOR PROPOSALS
JANITORIAL SERVICES
at
CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT
for the
CITY OF CHARLOTTE
NORTH CAROLINA
September 15, 2014
A. Compensation Sheet
If you have yet to receive a copy of the Compensation Sheet, a required part of each
proposal, please email procurement@cltairport.com to request a copy.
B. Mandatory Pre-Proposal Conference Sign-In Sheet
The sign-in sheet from the mandatory pre-proposal conference is included below.
C. CBI Vendor List
This RFP requires subcontracting participation under the CBI program with City of Charlotte
certified M/W/SBEs, not DBEs, please note these are separate and distinct certifications.
A complete list of M/W/SBEs is available at www.charlottebusinessinclusion.com, click on
“Find a Vendor or Commodity Code”. Nevertheless, suggested list of M/W/SBEs in some of
the scopes relevant to this RFP is included below.
D. Sample Agreement
Attached below is a sample agreement in a form substantially similar to that which the
successful proposer will be asked to execute.
.
Sign In Sheet
9/11/2014
Vendor Source List
** Dates represent most recent certification or re-certification and does may not represent the initial certification date
Vendor_Name
VMS_Nu
mber
25/27 Cleaning Services, LLC
23546
Travis Blackmon
srvc2527cleaning@live.com
AAC Enterprise
18083
Donald Wimbush
dwimbush@windstream.net
Access Services, Inc.
9116
Kevin Smith
incaccess@bellsouth.net
Website
www.accessservicesinc.com
Primary_Contact_
Name
Primary_Contact_Email
All Things Professional Cleaning,
Inc
15592
www.allthingsprofessio
nal.net
Erica Everett
erica@allthingscleaning.com
ATL & C Cleans, LLC
28189
www.atlccleans.com
atlccleans@gmail.com
Chem-Clean, Inc.
23190
www.chemcleannc.gov Joe B. Liles
Clean Bean
21561
Clarence Bynum
clarencebynum@att.net
Clean Room Services
10026
Michael Galloway
magalloway10@hotmail.com
Devines Commercial &
Residential Kleening
13820
Denise Massey
bdm2158@yahoo.com
EcoClean of Charlotte
26315
Faith Cleaning Services. Inc.
19054
Favar Enterprises, Inc.
28263
Favored Cleaning Concepts
28641
Reginald Mallard
rmallard@carolina.rr.com
Fredericks Cleaning Service
26781
Tonya Frederick
rfrederick002@carolina.rr.co
m
Cissy Agurs
joe@chemcleannc.com
www.ecocleancharlotte
.com
Karen Bailey
kbailey@ecocleancharlotte.c
om
Annette Alexander faith.homecare@yahoo.com
www.favarenterprises.n
et
John Jennings
For reference use only.
This is NOT an all comprehensive list
favarministries@aol.com
Primary_Contact_ Primary_Contact_F
Phone
ax
Commodity_Code
91039 Janitorial/Custodial
(704) 999-0070
Services
91039 Janitorial/Custodial
(704) 701-9637
(704) 706-9654
Services
91039 Janitorial/Custodial
(704) 712-1339
(704) 536-9816
Services
91039 Janitorial/Custodial
(704) 345-3976
(704) 841-1078
Services
91039 Janitorial/Custodial
(704) 635-8480
(866) 306-2904
Services
91039 Janitorial/Custodial
(704) 375-7212
(704) 375-0315
Services
91039 Janitorial/Custodial
(704) 605-4780
(877) 528-3506
Services
91039 Janitorial/Custodial
(704) 363-0438
Services
91039 Janitorial/Custodial
(704) 652-1583
(704) 543-0731
Services
91039 Janitorial/Custodial
(704) 321-9498
Services
91039 Janitorial/Custodial
(704) 493-9332
Services
91039 Janitorial/Custodial
(704) 712-4106
980-237-4247
Services
91039 Janitorial/Custodial
(828) 308-1686
(704) 948-1767
Services
91039 Janitorial/Custodial
(704) 712-2460
Services
For a complete list of M/W/SBEs,
visit www.charlottebusinessinclusion.com,
click on "Find a Vendor or Commodity Code"
Certification_Types**
SBE---05/08/2014 to 05/08/2017; MBE--06/24/2014 to 06/24/2017
MBE---09/10/2013 to 09/10/2016
SBE---12/16/2011 to 12/16/2014; MBE--03/18/2014 to 03/18/2017
SBE---10/22/2012 to 10/22/2015; MBE--11/18/2013 to 11/18/2016
SBE---06/30/2014 to 06/30/2017
SBE---02/11/2013 to 02/11/2016
MBE---10/15/2013 to 10/15/2016; SBE--08/29/2014 to 08/29/2017
SBE---11/19/2013 to 11/19/2016
SBE---06/08/2012 to 06/08/2015
SBE---12/04/2012 to 12/04/2015; MBE--07/01/2014 to 07/01/2017
SBE---08/17/2012 to 08/17/2015
MBE---05/30/2014 to 05/30/2017
MBE---06/26/2014 to 06/26/2017
SBE---05/06/2013 to 05/06/2016
Retrieved from COMPASS on 9.15.14
Vendor Source List
GDC Supplies Equipment &
Contracting, LLC
14139
Green's Commercial Cleaning,
Inc.
17478
Hands On Janitorial
Gregory Camp
gregoryhdm@bellsouth.net
(704) 996-1578
(704) 545-5380
www.greenscommercial
cleaning.com
Chuck Smith
csmith8122@nc.rr.com
(704) 525-5859
(704) 525-5860
26872
www.handsonjanitorial.
webs.com
Lavera Sanders
lds8fcad@gmail.com
(980) 226-3979
Hit the Spot Janitorial Services
28455
www.htsjs.com
hitthespot5@yahoo.com
(704) 649-6123
HJ Earthbound Cleaning
25241
www.hjearthbounds.co
m
Jovonnia McCray
hjearthbounds@yahoo.com
(980) 272-6062
Imperial Crown Cleaning LLC
24550
JAC Janitorial Services
25154
JC Services Unlimited
8560
Just In Time Cleaning Services
Demetrius
Thompson
Olga L Orozco
Jorge@JacJanitorialservice.co
m
(704) 401-7142
(704) 780-1694
N/A
brosabee@aol.com
(704) 525-0987
(704) 525-0948
23632
Yanory Guaman
yano@email.com
(704) 491-6084
(704) 921-2667
LJR Investments, LLC
28145
Loretta sharpe
lrenaudj@gmail.com
(704) 582-2030
MAKK Services Unlimited, Inc.
8396
Michelle Grier
makkinc@bellsouth.net
(704) 507-1921
(980) 875-9127
Miriam Davis Cleaning, LLC
14665
Miriam C. Davis
miriamdaviscleaning@yahoo.
com
(704) 201-6111
(704) 597-1008
Mr. Clean Maintenance
Company
20679
www.mrcleanservices.c
om
Maurice Murray
michaelmurray@mrcleanserv
ices.com
(704) 200-0047
(704) 625-3753
NATE'S CLEANING SERVICES
8590
natefiortunato@msn.com
(704) 622-2914
(704) 362-1419
tim61056@yahoo.com
(704) 904-7044
(704) 391-8183
Perfect Choice Cleaning Service 21571
www.jacjanitorialservic
e.com
Jorge A. Castro
imperialcrowncleaning@hot
mail.com
(704) 362-4824
N/A
perfectchoicecleaningse
rvice.com
Timothy Davis
For reference use only.
This is NOT an all comprehensive list
For a complete list of M/W/SBEs,
visit www.charlottebusinessinclusion.com,
click on "Find a Vendor or Commodity Code"
48500 - JANITORIAL
SUPPLIES, GENERAL
LINE
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
SBE---11/16/2011 to 11/16/2014
SBE---01/03/2012 to 01/03/2015; MBE--06/03/2014 to 06/03/2017
SBE---05/30/2013 to 05/30/2016
SBE---05/20/2014 to 05/20/2017
SBE---06/05/2012 to 06/05/2015
SBE---11/09/2011 to 11/09/2014
SBE---05/18/2012 to 05/18/2015; MBE--03/19/2014 to 03/19/2017
MBE---08/08/2013 to 08/08/2016
SBE---03/26/2014 to 03/26/2017
SBE---02/25/2014 to 02/25/2017
SBE---08/10/2012 to 08/10/2015; MBE--03/18/2014 to 03/18/2017
SBE---01/28/2013 to 01/28/2016; MBE--03/17/2014 to 03/17/2017
SBE---04/26/2012 to 04/26/2015; MBE--10/23/2013 to 10/23/2016
MBE---03/17/2014 to 03/17/2017
SBE---01/11/2013 to 01/11/2016
Retrieved from COMPASS on 9.15.14
Vendor Source List
Arelis Herman
perfect_cleaning@bellsouth.
net
(704) 453-6585
Perfect Cleaning LLC The
24383
Perfect Finish cleaning Service
Inc
26696
perfectfinishcleaning.co
m
Kim Johnson
pfcsinc1@yahoo.com
PMG, Inc.
14087
www.professionalsmgm
t.com
Bonita P. Sloan
admin@professionalsmgmt.c
om
(704) 398-6676
(704) 398-6648
PriVent Construction, LLC
20153
2
Kim Bines-Ume
privent@windstream.net
(704) 771-8180
(704) 496-7652
Pro Klean, Inc.
12446
www.prokleaninc.com
Debbie McMillan
debbie@prokleaninc.com
(704) 504-9588
(704) 504-0708
R & F Janitorial Services
10027
Alvon Freeman
alvonfreeman@gmail.com
(704) 345-5363
(704) 971-0311
Robert C. Johnson
robertcj48@hotmail.com
(704) 904-1890
(704) 596-1141
Squeaky Clean Janitorial Service 8455
(704) 948-9438
(704) 540-7260
Squeaky Completely Clean
20677
www.scclean.net
James Barnes
tbarnes6630@carolina.rr.co
m
(910) 797-4683
(704) 455-7680
Titan Commercial Services, Inc.
V20865
www.titan-csi.com
Sylvester C.
Johnson
scjohn1@titan-csi.com
(704) 615-9963
(704) 992-2727
TJETT SERVICES LLC
25765
Teresa McBride
TJETTSERVICES13@YAHOO.C
OM
(980) 721-5114
(704) 910-2644
TJF Cleaning Service
23764
Tracy McIntyre
tjfcleaningservices@yahoo.c
om
(980) 339-9217
(704) 910-0071
Top Pro Cleanners
26421
www.topprocleaners.co
m
Tirrell Greene
tgreene@topprocleaners.co
m
(704) 241-6206
(704) 598-5832
Whistle Me Clean, LLC
28269
www.whistlemeclean.c
om
Tracy D. Brown
vbids@whistlemeclean.com
Zion Nation, LLC
25743
For reference use only.
This is NOT an all comprehensive list
Erica Wright
(980) 237-2695
ericawright@zionnationllc.or
g
(704) 780-0373
For a complete list of M/W/SBEs,
visit www.charlottebusinessinclusion.com,
click on "Find a Vendor or Commodity Code"
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
91039 Janitorial/Custodial
Services
SBE---09/21/2011 to 09/21/2014
SBE---03/21/2013 to 03/21/2016
SBE---07/28/2014 to 07/28/2017; MBE--08/22/2014 to 08/22/2017
SBE---01/13/2012 to 01/13/2015
WBE---10/11/2013 to 10/11/2016;
SBE---02/20/2014 to 02/20/2017
SBE---01/15/2013 to 01/15/2016
MBE---11/18/2013 to 11/18/2016
SBE---07/09/2012 to 07/09/2015; MBE--11/19/2013 to 11/19/2016
MBE---05/30/2014 to 05/30/2017
SBE---10/04/2012 to 10/04/2015
SBE---05/29/2012 to 05/29/2015
SBE---01/08/2013 to 01/08/2016
MBE---03/17/2014 to 03/17/2017
SBE---09/25/2012 to 09/25/2015
Retrieved from COMPASS on 9.15.14
Contract No.
Charlotte Douglas International Airport
Janitorial Services Agreement
with
[Company’s Name]
Table of Contents
I.
II.
III.
IV.
V.
VI.
Janitorial Services
Effective Date and Term
Premises
3.1
Assigned Areas
3.2
Ingress and Egress
3.3
Office, Storage and Operational Space
Compensation
4.1
Management Fee
4.2
Reimbursable Expenses
4.3
Payments to the Company
4.4
Annual Budget
4.5
Annual True-Up
4.6
Additional Rents and Fees
4.7
Utilities and Maintenance
4.8
Licenses, Fees and Taxes
Records and Audit
5.1
Certified Annual Revenue Statement
5.2
Monthly Expense and Revenue Statement
5.3
Audit of Records
5.4
Audit Request
5.5
Overstated Expenses
5.6
U.S. Government Access
5.7
Non-Compliance Fines
Method of Operation
6.1
Services
6.2
Management
6.3
Quarterly Meeting
6.4
Equipment Purchase
6.5
Equipment and Supplies
6.6
Equipment Maintenance
6.7
Staffing
6.8
Reporting
6.9
Badging
6.10
Employee Parking
6.11
Company Policies and Procedures
6.12
Uniforms
1
Contract No.
VII.
VIII.
IX.
X.
XI.
XII.
6.13
Training
6.14
Background Checks
6.15
Facility Inspections
6.16
Advertising, Trademarks and Logos
6.17
Loss, Theft or Damage to City Property
6.18
Cost Due to Operational Inefficiency
6.19
Changes
6.20
Additional Work
6.21
Service Inspections and Evaluations
Termination
7.1
Non-Compliance and Violation
7.2
Cumulative or Continuous Violations
7.3
Default
7.4
Remedies
7.5
Remedies Non-Exclusive
7.6
Remedies Cumulative
7.7
Termination without Cause
7.8
Termination for Cause
7.9
Responsibilities Upon Termination
Indemnification and Insurance
8.1
Indemnification
8.2
Insurance
Charlotte Business INClusion Program
9.1
Goal
9.2
Participation
9.3
Letter of Intent
9.4
Non-Compliance
Non-Discrimination, Public Use and Federal Grants
10.1
Non-Discrimination
10.2
Non-Discrimination Provision for City Contracts
10.3
Americans with Disabilities Act
10.4
Federal Grants and Public Use
10.5
Recapture by the United States Government
10.6
Company’s Non-Compliance
10.7
Modification to Comply with Federal Laws, Regulations or Agreements
Assignment, Transfer and Subcontracting
Miscellaneous
12.1
Successors and Assigns
12.2
Suspension and Abatement
12.3
Broker’s Commission
12.4
Cooperation with Successor Company
12.5
Environmental Provisions
12.6
Airport Rules and Regulations
12.7
Airport Security
12.8
Amendment
12.9
Performance Bond
2
Contract No.
12.10
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
12.19
12.20
12.21
12.22
12.23
12.24
12.25
12.26
Independent Contractor
Drug-Free Workplace
E-Verify
Company’s Dealings with the City
No Warranties or Inducements
Waiver of Claims
Non-Waivers
Time of Essence
Force Majeure
Severability
Entire Agreement
Interpretation
Choice of Law
Compliance with the Laws
Attorney’s Fees
Situs and Service of Process
Notices
Exhibits
A. Relevant Portions of the Proposal
B. Relevant Portions of the RFP
3
Contract No.
CITY OF CHARLOTTE, NORTH CAROLINA
CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT
JANITORIAL SERVICES AGREEMENT
This JANITORIAL SERVICES AGREEMENT (“Agreement”) by and between the CITY OF CHARLOTTE, a
municipal corporation of the State of North Carolina (“City”), and [Company Name & Description],
organized and existing under the laws of the State of [State] and authorized to do business in the State of
North Carolina (“Company”)(collectively the “Parties”).
WITNESSETH
THAT, WHEREAS, the City owns and operates Charlotte Douglas International Airport (“Airport”) in
Mecklenburg County, North Carolina, and has the authority to grant rights and privileges relating thereto;
WHEREAS, pursuant to Request for Proposals (“RFP”) dated September 4, 2014, the City solicited
proposals from firms qualified to and interested in providing janitorial services at the Airport (the
“Services”) and Company made a qualifying proposal; and
WHEREAS, the City wishes and the Company desires to provide the Services.
NOW, THEREFORE, for and in consideration of the mutual promises contained in this Agreement, the
City and Company agree as follows:
Article I
Janitorial Services
The Company shall do all usual and customary things necessary to manage and operate the
Services in a responsible and complete manner, as set forth herein and in accordance with the
terms and conditions of this Agreement twenty-four hours a day, seven days a week, three
hundred and sixty-five days a year. The Company shall use its best efforts to provide the Services
in a manner so as to maximize cleanliness and minimize costs through a high degree of service and
operating efficiency. The Company shall be responsible for providing all equipment, chemicals,
supplies, tools, apparatus and other property used in performing the Services. It is understood
between the parties that the prime purpose of the Services performed under this Agreement is
that the premises shall be kept clean, according to reasonable and accepted standards, as defined
by the City and in the manner set forth in Exhibit B.
Article II
Effective Date and Term
The initial term of the Agreement shall be three (3) years (“Term”), beginning on February 1, 2015
(“Effective Date”) and expiring on January 31, 2018. Additionally, the City may exercise two (2)
options to renew for additional one (1) year terms, subject to Company’s consent. Each contract
year will run from February 1st through January 31st the following year (“Service Year”).
4
Contract No.
3.1
3.2
3.3
Article III
Premises
Assigned Area. The assigned area of this Agreement shall mean certain areas as defined by
Exhibit B within the land and buildings of the Airport (“Assigned Area”).
Ingress and Egress. Company will have the non-exclusive right, in common with other Airport
tenants and the general public, for ingress and egress to the Airport and the Assigned Area.
Office and Storage Space. The City shall provide storage space for equipment and supplies, and
office and break room space at the Airport at no cost to the Company. The City reserves the right
to change the locations of these spaces when necessary in its sole discretion.
Article IV
Compensation
4.1
4.2
4.3
4.4
Management Fee. The Management Fee for the provision of the Services will be $[Insert
Amount] per Service Year. The Management Fee is an annual obligation that will be paid in
twenty-six equal installments, as stated in Section 4.4 below. The Management Fee will be paid
based on the actual man hours worked divided by the man hours specified by Exhibit A
(“Agreement Man Hours”) times the Management Fee Hourly Rate in Exhibit A. However at no
point will the Management Fee equal more than the Management Fee Hourly Rate times the
Agreement Man Hours. Hours worked for the purpose of corrective action or for any other
reason that exceed the scheduled hours shall not be included in the Management Fee calculation.
Reimbursable Expenses. The City shall reimburse the Company for approved expenses as set
forth in Exhibit A for the first Service Year, and as stated in the approved annual budget for each
of the following Service Years. The Company shall provide the City a report monthly for such
expenses as required by the Monthly Expense and Revenue Statement in Section 5.2 below.
Payments to the Company. For performance of the Agreement in strict accordance with the
specifications, the City shall pay the Company every other week as specified herein for work
acceptably completed during that period at the rates set forth in Exhibit A. Acceptability of the
work shall be determined solely by the City. Company shall submit invoices for each pay period
within 5 business days of the end of each period. Expenses related to expendable supplies shall
be based on the passenger count in Exhibit A but such payments will be reconciled to match the
actual passenger counts for that pay period. Reconciliation will occur upon the Airport’s receipt of
the passenger count monthly report. Where such reconciliation results in the a change in
payment, the party owed the additional funds must invoice the other. The Airport shall have the
right, at any time during the term of the Agreement, to withhold from the Company any payments
otherwise due and payable as deemed necessary or desirable to protect the City against partial or
total failure of the Company to employ the number of personnel set forth in the Agreement or
subsequent amendments or if Company fails to complete all the required Services. This right may
be exercised by the Airport with or without revoking or terminating the Agreement, and such
withholding shall not be deemed a breach of the Agreement by the City. The City shall remit
payment within thirty (30) days of receipt of such invoice, however absent prior written approval;
no reimbursable expense will be paid where the total monthly expenses exceed the annual
budget amount for that month by more than five percent (5%).
Annual Budget. No later than January 5th , prior to the start of each Service Year, the Company
shall provide to the City an annual budget in a form substantially similar to the budget included in
Exhibit A outlining the upcoming Service Year’s Reimbursable Expenses. The approved annual
5
Contract No.
4.5
4.6
4.7
4.8
budget may be increased or decreased by the City from time to time, but only if and to extent the
City, in its sole discretion, deems such revisions necessary and appropriate under this Agreement.
Annual True-Up. Within thirty (30) days of the end of each Service Year the Company shall pay the
City the amount, if any, by which the actual Reimbursable Expenses were less than the amount of
Reimbursable Expenses stated in the annual budget. In the sole discretion of the City, such
payment may be made by either a credit to the next Service Year’s Reimbursable Expenses or by
direct payment by the Company.
Additional Rents and Fees. If City has paid any sum or sums or has incurred any obligation or
expense for which Company has agreed in writing to pay or reimburse City, or if City is required or
elects to pay any sum or sums or insure any obligations or expenses by reason of the failure,
neglect, or refusal of Company to perform or fulfill any one or more of the conditions, covenants
or undertakings contained in this Agreement, Company agrees to pay such sums or expenses,
including all interest, costs, damages and penalties, and agrees that the same shall be subtracted
from any monies payable under the terms of this Agreement, and each and every part of the same
shall be and become additional fees and charges, recoverable by the City in the same manner and
with like remedies as if originally a part of this Agreement.
Utilities and Maintenance. The Airport shall be responsible for the provision and cost of building
maintenance and utilities for electrical power and water. Where applicable, the City will assist the
Company in securing the installation of the phones lines needed and any internet connections.
Company shall be responsible for any telephone equipment and use costs, including installation
and services, and for any other furniture and equipment, including the repair and improvement
costs.
Licenses, Fees and Taxes. Company agrees to pay, when due, all licenses, fees, taxes and
assessments charged, assessed or levied by any governmental authority by reason of the
operation and provision of the Services. The failure to pay any tax, license, fee or assessment, the
validity of which shall be contested in good faith and with reasonable promptness, shall not be
interpreted as a violation of this covenant until such contest shall have been abandoned or the
time for objection or appeal has expired. The amount(s) of compensation set forth in the
Agreement shall be understood and agreed to include any and all relevant sales and use tax
payment obligations.
Article V
Records and Audit
5.1
5.2
Certified Annual Revenue Statement. Within one hundred and twenty (120) days of the end of
each Service Year the Company shall employee an independent Certified Public Accountant,
approved by the City, who shall provide a written statement to the City stating whether, in its
opinion, the monies paid by the City to the Company during the preceding year pursuant to this
Agreement were or were not the accurate monies due in accordance with the terms of this
Agreement.
Monthly Expense and Revenue Statement. Each month Company shall provide to the City a true
and accurate verified statement of Company’s actual Expenses during the preceding month. Such
statement must be in a form approved by the Aviation Director and include copies of invoices
stamped paid, indicating the date and check numbers and signed by the Company. Where in any
given month the reimbursable expenses results in a variance of five percent (5%) over the
budgeted amount without prior written consent, the expense will not be paid and the statement
6
Contract No.
5.3
5.4
5.5
5.6
5.7
must include a detailed explanation of the cause of the increase. Included with the statement will
be back up documentation for the hours worked in the provision of the Services. Any portion of
these monies owed to the Company shall be paid per the terms of Section 4.3 above. The
statement shall be delivered no later than three (3) days after the end of each pay period. Costs
for Staffing Routine Work, Project Work, Routine Chemicals and Expendable Supplies, Routine
Equipment, Reimbursable Expenses, and the Management Fee shall be on separate line items.
Audit of Records. The City shall have access to any books, documents, papers and records of the
Company, which are directly related to this Agreement for the purpose of making audit,
examination, excerpts and transcripts. Such records shall be kept and this right to audit will last
for five years upon the termination or natural expiration of this Agreement.
Audit Request. Company, upon written request by the City, shall make all the necessary records
for audit available at the Airport or shall pay in advance for the full cost of any travel or related
expense in order for a representative of the City to audit the records in another location up until
five years after the termination or natural expiration of this Agreement. The documents must be
available within fourteen (14) days of receipt of the written request.
Overstated Expenses. If, as a result of an audit, it is established that Company has overstated the
monies owed under this Agreement by five percent (5%) or more, Company shall be liable to the
City for the monies owed, including eighteen percent (18%) per annum interest from the date such
expenses were paid and the entire expense of said audit.
U.S. Government Access. Subject to compliance with all applicable laws, the Federal Aviation
Administration (FAA), the Controller General of the United States and any of their duly authorized
representatives shall have access to any books, documents, papers and records of the Company
which are directly related to this Agreement for the purpose of audit, examination, excerpts and
transcriptions.
Non-Compliance Fines. In the event the City determines that any fine or penalty has been
imposed on the City as a result of the failure of the Company or any of its subcontractors to
comply with applicable laws or directives, including, without limitation, those from the
Transportation Security Administration or the Federal Aviation Administration, City shall have the
right to deduct such cost from monies due to the Company or by attachment of all or part of the
performance bond.
Article VI
Method of Operation
6.1
6.2
Services. The Company shall provide the Routine Work, Project Work and Remote Work as
described in Exhibit B.
Management. Company shall select and appoint a general manager and assistant general
manager where required, to oversee the Services and as provided for in Exhibit B. Such person
must be an outstanding, highly qualified and experienced manager or supervisor of comparable
operations, vested with the power to accept service of all written notices and control the conduct
of Company’s personnel, subcontracts and agents. Such person must be located in the Charlotte
region. The general manager or assistant general manager must be reachable by phone or email
twenty-four (24) hours a day, seven (7) days a week. Further, this person will be responsible for
ensuring the Services meet the requirements set forth in this Agreement. The Airport shall have
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Contract No.
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
the right to reject or request a change of the Company’s choice; however, no such approval will be
unreasonably withheld and no such request will be unreasonably made.
Quarterly Meetings. Company shall attend quarterly face-to-face meetings between Company
and Airport leadership to address successes and concerns in relation to the provision of the
Services.
Equipment Purchase. During the Agreement, the Company shall purchase all equipment as
required to provide the Services, including, without limitation, the equipment included in Exhibit
B.
Equipment and Supplies. Company shall store its equipment and supplies in storage areas and
custodial closets designated by the Airport. The Company agrees to keep those areas neat and
clean at all times and in compliance with applicable fire regulations. Equipment must be kept clean
and in good repair. Space in the Airport's facilities furnished to the Company as office, storage,
supply or janitorial closet space must be cleaned and maintained by the Company to the approval
of the Airport.
Equipment Maintenance. The Company shall perform the regular maintenance and repairs of the
equipment provided under this Agreement and keep repair logs for each piece of equipment. A
list of the equipment upon which maintenance is required is included in Exhibit B. All
maintenance will be performed in compliance with the equipment manuals as provided by the
Airport. If equipment becomes unserviceable it must be brought to the attention of the Aviation
Director, or his designee, who will work in consultation with the Company to determine the best
resolution.
Staffing. The Company shall provide staffing for all aspects of the Services and as provided in
Exhibit A. The City may request detailed staffing plans and where necessary staffing changes to
ensure the Services under this Agreement are fully provided per the terms and conditions. The
Company’s employees should arrive at the Airport dressed for work as changing facilities are not
available. The Company shall not employ any person or persons in or about the Airport who shall
use improper language or act in a loud or boisterous or otherwise improper manner. The
Company agrees to remove any employee from providing the Services at the Airport whose
conduct the City feels is detrimental to the best interests of the City. At no point shall the
Company pay its employees an hourly wage less than that set forth in Exhibit A.
Reporting. Company will provide to the City reporting containing the information and in the
frequency as provided in Exhibit B.
Badging. All personnel requiring access to the Airport will be required to obtain identification and
clearance issued pursuant to 49 CFR 1542. Further, all personnel will be expected to participate in
any necessary training to obtain the identification as well as abide by any associated rules or
regulations. This includes any additional requirements in order for the employee to be authorized
to drive on the airfield. Such clearance must be received prior to any Company employee
beginning work at the Airport. Employees driving on the airfield must also possess a valid driver’s
license.
Employee Parking. In the sole discretion of the Aviation Director, or his designee, the City will
provide to the Company a reasonable number of vehicular parking spaces at designated locations
for the use of Company’s employees to be provided on Airport property.
Company Policies and Procedures. The Company shall provide to the City operational policies and
procedures related to the provision of the Services. At a minimum a procedure to immediately
notify the Airport of any incident involving the Company’s personnel must be included. Such must
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Contract No.
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
be provided prior to the Effective Date and within thirty (30) days of any changes implemented by
the Company.
Uniforms. Company shall provide uniforms as provided in Exhibit A at no cost to its employees.
City shall have the right to request at any time changes to the type, color or style of uniform
provided by the Company. Where Company’s personnel provides services at the Airport under
other contracts, such employees shall wear separate distinct uniforms readily recognizable from
the uniforms worn by Contractor's personnel assigned to this Agreement.
Training. Company shall provide training as set forth in Exhibit A to all employees assisting in
providing the Services under this Agreement.
Background Checks. Company shall conduct employee background checks, separate and apart
from any investigation conducted in relation to receiving an Airport badge, in compliance with the
details set forth in Exhibit A.
Facility Inspection. The City shall have the right to perform periodic facility and equipment
inspections to ensure all are in working order and operating in compliance with the terms of this
Agreement.
Advertising, Trademarks and Logos. The City has the sole right to manage the advertising in the
locations where the Services are provided. Further, any use of the Airport’s trademarks or logos is
forbidden absent prior written approval.
Loss, Theft or Damage to City Property. Where Airport property is damaged, lost or stolen by the
actions of the Company’s employees, agents or subcontractors, the Company shall be responsible
for the costs associated with correcting such act. This includes, without limitation, any damage or
discoloration of surfaces, to include but not be limited to, walls, floors, carpets, counters, fixtures,
mirrors, glass, furniture, paint or other Airport furnishings. The repair or replacement costs will be
deducted from the payment(s) due the Company. For the purposes of this Agreement, damage to
the above items shall be deemed to be caused by the Company if the Company's agents,
employees or subcontractors performed an act or failed to perform a necessary act, and such act
or failure to act was contrary to the specifications of this Agreement or the applicable
manufacturer's specifications or recommendations, or such act or failure to act was unreasonable,
as determined in the sole discretion of the Airport.
Cost Due to Operational Inefficiency. Where the City incurs any cost due to the Company’s failure
to meet the operational requirements of this Agreement the City shall subtract the actual cost
incurred in fulfilling these duties from the Company’s portion of the performance incentive.
Changes. The Company shall receive a minimum often (10) days prior written notice of any
significant changes in cleaning specifications resulting from any action of the City which requires
additional manpower or supplies other than those requirements described in the Agreement. Any
additional areas made available as a result of construction will be included in the Services and shall
be cleaned in accordance with Exhibit B. Without invalidating the Agreement, the City may order
minor changes or alternations including additions, deletions or revisions in the Services by written
request by the Airport. In the event the extra Services results in any additional charges to the City,
Company shall so advise the City in writing of the amount of the extra charges. After review by the
City, if the charges are deemed fair and reasonable, the City shall specifically authorize payment
before the new Services proceeds. The City may authorize the purchase of machinery used in
conjunction with the extra Services and shall have the option of paying the Company in one lump
sum or as equal payments according to the number of weeks left on the Agreement without
consideration of anticipated extensions thereof. The City shall also have the right to increase or
decrease the number of man-hours required for the Services by written notice to the Company.
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Contract No.
6.20
6.21
However, such change will be agreed to in writing by both parties. The City shall have, in its sole
discretion, the right to request the Company to = reduce or increase personnel, equipment and
materials and supplies as deemed necessary to provide the level of quality necessary to meet the
Agreement obligations. Payment to the Company shall be reduced or increased accordingly. City
shall have the right to require the Company’s personnel to perform other duties on the premises
that the City deems necessary or desirable and the Company shall promptly comply. The Company
will not be required to perform scheduled cleaning tasks in the affected employees' areas of
responsibility during these times. In the event of an emergency or unusual occurrence, the City
may make temporary changes in the Services and request the Company reassign janitorial
personnel accordingly. The Company shall not be held accountable for regular scheduled work in
this event. If the Company cannot provide personnel to perform necessary acts of emergency, the
City shall have the right to solicit additional temporary labor from other sources to fulfill the needs
of the City.
Additional Work. The City reserves the right to directly purchase various materials, supplies and
equipment that may be made a part of the Agreement. The City may award other contracts for
specialized work, and the Company shall cooperate fully with such other contractors and shall
coordinate its own work with that provided under other contracts. Company shall have no claim
against the City for additional payment due to delays or other conditions created by the operation
of other contractors. The City will decide the respective rights of the various contractors in order
to secure the completion of the Services.
Services Inspections and Evaluation. The Airport shall have the right to determine the quality of
the Company’s performance and have free access to the materials and the work areas at all times
for the purposes of measuring and inspecting the work. The Airport will decide any and all
questions that may arise as to the quality and acceptability of the Services performed and as to
the manner of performance and the rate of progress of the Services. The Airport may reject work
or materials that do not conform to the Agreement and may suspend work until any questions at
issue can be resolved to the satisfaction of the City. Company acknowledges that the cleanliness
of the Assigned Areas is of utmost importance to the public and the City. If the Airport identifies
any failure on the part of the Company to provide the Services in a manner which meets or
exceeds the minimum standards set forth by the City, the Airport shall advise the Company of
each failure and afford the Company 24 hours to cure its default. Work performed in strict
accordance with the procedures and using the specified chemicals and/or equipment included in
Exhibit B shall be deemed as meeting the City’s minimum standards.
Article XII
Termination
7.1
Non-Compliance and Violation. The City shall have the right to make reasonable objections to
Company’s failure to provide first-class Services at the Airport and/ or to operate its business in a
manner satisfactory to the City. Should Company violate the provisions of this Agreement, the
City shall give the Company notice and a reasonable opportunity to cure said violation or
violations. Company agrees to promptly discontinue or remedy any objectionable practice or
condition within the cure period stated in any notice issued by the City, or within such additional
time as the Parties agree is reasonably necessary if Company promptly commences to cure the
same and thereafter diligently prosecutes the cure of such breach or violation.
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Contract No.
7.2
Cumulative or Continuous Violations. Should Company violate the provisions of this Agreement
or fail to cure an issue within the allotted time more than three (3) separate times within the
course of one Service Year, the City may treat any subsequent violation or violations as a Default.
7.3
Default. The occurrence of any of the following shall constitute a “Default:”
7.3.1
Insurance or Performance Bond. The cancellation of insurance or Performance Bond
without City consent and where it is not reestablished promptly after written notice by City
to Company.
7.3.2
Bankruptcy. The filing by or against the Company of any petition in bankruptcy.
7.3.3
Unapproved Transfers. Company’s transfer of its interest under this Agreement, without
the prior written approval of the City, by reason of death, operation of law, assignment,
subcontract or otherwise, to any other person, entity or corporation.
7.3.4
Illegal Use. Use or permission to use the Services or portion of the Airport made available
under this Agreement by Company for any illegal purpose.
7.3.5
Abandonment. Discovery by the City that Company has abandoned, deserted or vacated
the areas provided for the provision of the Services. Such Default will not require notice or
an opportunity to cure.
7.3.6
Liens against City Property. Company’s sufferance of any lien or attachment adverse to the
interest of the City or any lien or attachment to be filed against the Airport or the City’s
property because of any act or omission of Company. Such Default shall occur if such lien is
not discharged or contested by Company in good faith by proper legal proceeding within
twenty (20) days of the Company receiving notice of such lien or attachment.
7.3.7
Material Misrepresentation. City discovers that Company made a material
misrepresentation to the City that induced the City to enter into this Agreement or continue
with enforcement of this Agreement where City had the option to terminate. Such Default
will not require notice or an opportunity to cure.
7.3.8
Default in Other Covenants. Company’s failure to keep, perform and observe any other
promise or violates any term, covenant or condition of this Agreement, other than those in
Section 7.3, described above, and such failure or violation is not cured within thirty (30)
days after written notice by the City describing the nature of the failure or violation. Such
notice and opportunity to cure shall not be given, at the City’s option, where there have
been three (3) previous separate issues within a twelve (12) month period.
7.4
Remedies. Immediately upon the occurrence of a Default, the City may, at its option, exercise any
of the following rights and remedies in addition to any other rights and remedies provided
elsewhere in this Agreement, or otherwise at law or in equity:
7.4.1
Right to Draw on Performance Bond. In the event of a Default or in the case of breach or
violation of any other provision, including Company’s obligation and duties under all general
rules and regulations adopted by the Airport, after written notice by the City describing the
default, failure, breach or violation and giving Company an opportunity to cure, the City
may immediately, and without further notice to Company, draw upon the Performance
Bond in any amount necessary to satisfy the damages sustained or reasonably expected to
be sustained.
7.4.2
Elect to Continue and Enforce Agreement. The City may elect to allow this Agreement to
continue in full force and effect without termination and enforce all of City’s rights and
remedies hereunder.
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Contract No.
7.4.3
7.5
7.6
7.7
7.8
7.9
Right to Cure. Where the Company fails to provide the Services to satisfaction of the
Airport, the City shall have the right to obtain the Services from outside vendors and any
additional cost associated with such action will be the liability of the Company.
7.4.4
Termination of this Agreement. City may terminate this agreement as stated in Section 7.7
and 7.8 of this Agreement.
7.4.5
Damages upon Termination. If the City elects to terminate, Company shall be liable to City
for any amount necessary to fully compensation the City for all damages and costs,
including attorney’s fees, caused by Company’s failure to perform its obligations under this
Agreement.
Remedies Non-Exclusive. The remedies provided in this Article are in addition to all other rights
and remedies that the City may have for breach or violation of this Agreement. Nothing in this
shall be deemed to be a waiver by the City of any breach or violation of this Agreement, nor shall
imposition of any of these sanctions be deemed to stop the City from terminating this Agreement,
or from asserting any of its other rights or remedies under this Agreement, or at law or in equity.
Remedies Cumulative. Each right and remedy in this Agreement shall be deemed cumulative and
will be in addition to every other right or remedy in this Agreement, or existing at law or in equity,
including, without limitation, suits for injunctive relief and specific performance. Such rights and
remedies shall not be in lieu of or exclusive of each other and shall in no way affect any other
remedy available at law or in equity. The exercise or beginning of the exercise, by the City of any
such rights or remedies will not preclude the simultaneous or later exercise by the City of any
other such rights or remedies. Nothing contained herein shall constitute a waiver of any of the
City’s other rights and remedies under this Article.
Termination without Cause. The City has the right to terminate the agreement without cause on
a thirty (30) day written notice to the Company.
Termination for Cause. Subject to any cure period as may be stated in any written notice given by
the City, if any, the City may terminate this Agreement for cause due to the actions or inactions of
the Company upon written notice to Company. Such reasons for termination for cause include,
but are not limited to, the following:
7.8.1
The occurrence of an uncured breach or violation of this Agreement that is not cured within
five (5) days of receipt of such notice or within such other period as may be stated in a
written notice by the City describing the breach or violation.
7.8.2
Insurance or Performance Bond cancelled without City consent and not reestablished
promptly after written notice by City to Company.
7.8.3
The filing by or against the Company of any petition in bankruptcy.
7.8.4
A transfer of Company’s interest under this Agreement, without prior written approval by
the City, by reason of death, operation of law, assignment, subcontract or otherwise to any
person, entity or corporation.
7.8.5
Using or giving permission to any person to use, for any illegal purpose, any portion of the
Airport made available to Company for use under the terms of this Agreement.
7.8.6
Violating the City’s Charlotte Business INClusion (“CBI”) policy.
Responsibilities Upon Termination. Upon receipt of notice of termination, the Company shall
discontinue all services in connection with this Agreement on the date specified on the notice and
shall proceed to promptly cancel all existing orders and subcontracts insofar as such orders or
subcontracts are chargeable to the City under this Agreement. Within forty-eight (48) hours of the
receipt of notice of termination, the Company shall submit an invoice showing in detail the
Services performed under this Agreement thorough the date of termination. The Airport shall pay
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Contract No.
the prescribed fees to the Company for services actually performed under this Agreement up to
the date of termination, less such payment on account of charges as have been previously made
or other monies due the Airport pursuant to the provisions of this Agreement.
Article VIII
Indemnification and Insurance
8.1
Indemnification – City Held Harmless. Company shall indemnify, defend and hold harmless the
City and the City’s officers, employees and agents from and against any and all losses, damages,
costs, expenses (including reasonable attorneys’ fees), arising out of or resulting from the
performance of this Agreement or allegations thereof, unless such claims are caused by the sole
negligence of the City or its officers, agents, and employees. Company shall purchase insurance as
described in Section 8.2 which shall provide coverage for this contractual liability. In any case in
which the Company provides a defense to the City pursuant to this indemnity, the defense will be
provided by attorneys reasonably acceptable to the City. The provisions of this Section shall
survive the expiration or early termination of this Agreement.
8.2
Insurance. Throughout the term of the Agreement, the Company, or any subcontractor, shall
comply with the insurance requirements described herein. In the event the Company fails to
procure and maintain each type of insurance required by this Agreement, or in the event the
Company fails to provide the City with the required certificate of insurance, the City shall be
entitled to terminate. Company shall provide and maintain the term of this Agreement the
following programs 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 Agreement. Such evidence shall specifically identify this Agreement 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.
8.2.1
General Requirements
8.2.1.1
Neither the Company nor any subcontract shall begin the provision of the Services
prior to obtaining and providing the applicable certificates of insurance to the City
and such insurance has been approved by the City.
8.2.1.2
All insurance must be obtained through insurers qualified and doing business in
North Carolina and recognized by the Secretary of State and the insurance
Commissioner’s Office. If any of the coverage conditions are met by a program of
self-insurance, the Company must submit evidence of the right to self-insure as
provided by the State of North Carolina.
8.2.1.3
Company shall be solely responsible for any sums of money that may represent a
deductible in any insurance policy.
8.2.1.4
A certificate or certificates evidencing such insurance coverage shall be filed with
City prior to the Effective Date or at such other time as may be required by the City,
and said certificate or certificates shall provide that such insurance coverage will not
be cancelled, reduced or be materially changed without at least thirty (30) days’
prior written notice to the City. At least thirty (30) days prior to the expiration of any
such policy, a certificate showing that such insurance coverage has been renewed or
extended shall be filed with the City. Certificates of such insurance shall contain the
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Contract No.
provision that the City be given written notice of any intent to amend coverage
reductions or material changes or terminate by either the insured or the insuring
Company. If such coverage is cancelled, reduced, or materially changed, Company
shall, within fifteen (15) days after receipt of written notice from the City of such
cancellation, reduction or adverse material change of coverage, file with City a
certificate showing that the required insurance has been reinstated or provided
through another insurance company or companies.
8.2.1.5
Should any or all of the required insurance coverage by self-funded/self-insured, the
Company shall furnish to the City a copy of the Certificate of Self-Insurance or other
documentation from the North Carolina Department of Insurance.
8.2.1.6
The Company and each of its subcontractors, if any, shall and does waive all rights of
subrogation against the City and each of its indemnitees.
8.2.1.7
The City shall be named as an additional insured for operations or services rendered
under the general liability coverage. The Company’s 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 agreement.
8.2.2
Types of Insurance.
8.2.2.1
Automobile Liability - Bodily injury and property damage liability covering all owned,
non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury
each person, each accident and $1,000,000 property damage, or $1,000,000
combined single limit - bodily injury and property damage.
8.2.2.2
Commercial General Liability - Bodily injury and property damage liability as shall
protect the Company and any subcontractor performing Services under this
Contract, from claims of bodily injury or property damage which arise from
performance of this Contract, whether such operations are performed by the
Company, any subcontractor, or anyone directly or indirectly employed by either.
The amounts of such insurance shall not be less than $1,000,000 bodily injury each
occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate,
or $1,000,000 bodily injury and property damage combined single limits each
occurrence/aggregate. This insurance shall include coverage for products,
operations, personal injury liability and contractual liability, assumed under the
indemnity provision of this Contract.
8.2.2.3
Crime Coverage-Fidelity Bond – providing employee dishonesty coverage on all
Company’s employees at a limit of not less than $250,000 each claim, with the
addition of Loss Payable endorsement (CR 20 14 08 07), the City of Charlotte named
as loss payee.
8.2.2.4
Workers’ Compensation and Employers Liability - meeting the statutory
requirements of the State of North Carolina, $500,000 per accident limit, $500,000
disease per policy limit, $500,000 disease each employee limit.
Article IX
Charlotte Business INClusion Plan
9.1
Goal. Company’s CBI Participation Goal is hereby established at xx percent (XX%) of the total
Agreement value as stated in Exhibit A.
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Contract No.
9.2
9.3
9.4
Participation. This Agreement is subject to the requirements of the City’s CBI Program. Company
agrees to abide by the City's CBI Program, a complete copy of which is available at
www.charlottebusinessinclusion.com.
Letter of Intent. Company agrees to provide City with a Letter of Intent identifying those
M/W/SBE firms that will be participating on this Agreement for the purpose of fulfilling the CBI
Participation Goal set forth herein. Completed Letter(s) of Intent ("LOI") are attached hereto in
Exhibit A and incorporated herein by reference.
Non-Compliance. A violation of the CBI Policy shall constitute a material breach of this Agreement,
and shall entitle the City to exercise any of the remedies set forth in Part D of the CBI Policy,
including but not limited to withholding of funds, until such time as the Company complies with all
the CBI requirements of this Policy.
Article X
Non-Discrimination, Public Use and Federal Grants
10.1
Non-Discrimination. Company for itself, its successors and assigns, as part of the consideration
hereof, does hereby covenant and agree, and shall cause each of its sub-contractors to so agree,
that:
10.1.1
No person shall be excluded from participating in, denied the benefit of, or be otherwise
subjected to discrimination in the use of the Airport’s facilities because of his or her race,
creed, color, sex or national origin.
10.1.2 In the construction of any improvements on, over or under the Airport and the furnishing of
services thereof, no person shall be excluded from participation in, or denied the benefits of,
such construction or service, or otherwise be subjected to discrimination, because of his or
her race, creed, color, sex or national origin.
10.1.3 Company shall use the premises in compliance with all other requirements imposed by or
pursuant to 49 CFR Part 21, as said regulations now or hereafter provide.
10.2
Non-Discrimination Provision for City Contracts. The City is committed to promoting equal
opportunities for all and to eliminating prohibited discrimination in all forms. As a condition of
entering into this agreement, the Company represents and warrants that it will fully comply with
the City's commercial non-discrimination policy, as described in Section 2, Article V of the City
Code, 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 agreement and may result in
termination of this agreement, disqualification of the Company from participating in City contracts
or other sanctions. As a condition of entering into this agreement, the Company agrees to:
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Contract No.
10.2.1
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 agreement; and
10.2.2 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 commercial 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 agreement and may result in
contract termination, disqualification of the Company from participating in City contracts and
other sanctions.
10.3
Americans with Disabilities Act. Company will throughout the term of this Agreement be in
compliance with all applicable provision of the Americans with Disabilities Act, 42 U.S.C 12101 et
seq.
10.4
Federal Grants and Public Use. The Parties acknowledge that the Airport will be operated as a
public airport, subject to the provisions of the Federal Aviation Act of 1958 and grant agreements
between the City and the federal government containing assurances guaranteeing the public use
of the Airport, so that nothing contained in this Agreement shall be construed to grant or
authorize the granting of an exclusive right within the meaning of Section 308 of the Federal
Aviation Act of 1958. City reserves the right to further develop or improve, as it sees fit, the
Airport, its terminal, its landing area and taxiways, and to construct other airports, regardless of
the desires or views of Company and without interference or hindrance therefrom. This
Agreement shall be subordinate to the provisions of any existing or future agreement between
City and the United States of America, including instrumentalities thereof, relative to the
operation or maintenance of the Airport, the execution of which has been or may be required as a
condition precedent to the expenditure of federal funds in developing the Airport.
10.5
Recapture by the United States Government. It is understood and agreed between the Parties
that this Agreement shall be terminated if the United States of America, in exercising its rights to
recapture under the terms of the instrument conveying the premises to City, requires such
termination, and further, that this Agreement shall be subject and subordinate to the provisions
of any existing or future agreement between the City and the United States relative to the
operation or maintenance of the Airport, the execution of which has been or may be required by
the provisions of the Federal Airport Act of 1946, as amended, or any future act affecting the
operation or maintenance of the Airport; provided, however, that City will endeavor to cause any
such agreement to include provisions protecting and preserving the rights of Company, and its
sub-contractors, as applicable, in and to the Assigned Locations and improvements thereon.
10.6
Company’s Non-Compliance. Company’s and its sub-contractors’, as applicable, non-compliance
with any provision of this Article shall constitute a material breach of this Agreement, for which
City may, in its reasonable discretion, upon Company’s and/or such sub-contractors’ failure to cure
said breach within thirty (30) days of written notice thereof, terminate this Agreement upon ten
(10) days written notice; provided, however, if Company and/or such sub-contractors, as
applicable, is making a good faith effort to cure any such breach with as little delay as practicable,
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Contract No.
10.7
City shall not terminate this Agreement unless it is necessary to do so in order to avoid loss of
benefits under any federal grant or prosecution for violation of any federal regulation.
Modification to Comply with Federal Laws, Regulations or Agreements. Should the United
States, or any instrumentality thereof having authority to do so, require that any provision of this
Agreement that is in violation of any federal law or regulation or any provision of an existing grant
agreement between City and the United States or any instrumentality thereof be changed or
deleted or should any such change or deletion be required in order for the Airport either to
continue as part of the National Airport Plan or to retain its eligibility to participate in Airport
Improvement Program and similar successor federal financial assistance programs, City may give
Company notice that it elects that any such change or deletion be made. Company shall then elect
either to consent to any such change or deletion or to cancel the remaining term of this
Agreement. Such election shall be made in writing and delivered to City within thirty (30) days of
the date City gave Company notice of its election that any such change or deletion be made.
Article XI
Assignment, Transfer and Subcontracting
Company shall neither assign nor transfer this Agreement or any right or interest granted to
it by this Agreement without the prior written consent of City. Company shall not subcontract any
privileges granted with respect to the operation of the Services or any portion thereof, without
the prior written consent of City. No assignment, transfer or subcontract shall serve to release
Company from any of its obligations, duties or responsibilities under this Agreement unless City
agrees thereto in writing. Any assignment, transfer or subcontract shall be in writing, and the
form of which shall be furnished to the City for approval prior to any execution thereof. Any
instrument by which Company shall be permitted to subcontract the rights hereunder to a subCompany shall be supplied to the Aviation Director or his designee along with Company’s request
for approval thereof and shall contain provisions similar to the provisions hereof with respect to
such sub-Company’s obligations to comply with all laws and regulations applicable to the rights
granted herein. Company shall be fully responsible for the Subcontractor's work.
Article XII
Miscellaneous
12.1
12.2
12.3
Successors and Assigns. All covenants and conditions of this Agreement will extend to and bind
the legal representatives, successors and assigns of the Parties hereto.
Suspension and Abatement. In the event the City’s operation of the Airport or Company’s
operation of the Services should be restricted substantially by action of the Federal government
or agency thereof or the actions of any other governmental entity or agency thereof or by any
judicial or legislative body, then either party hereto will have the right, upon written notice to the
other, to a suspension of this Agreement and an abatement of an equitable proportion of the
payments to become due hereunder, from the time of such notice until such restrictions have
been remedied and normal operations restored.
Broker’s Commission. Company represents and warrants that it has not caused nor incurred any
claims for brokerage commissions or finder’s fees in connection with the execution of this
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Contract No.
Agreement, and Company shall indemnify and hold the City harmless against and from all liabilities
arising from any such claims caused or incurred by it.
12.4
Cooperation with Successor Company. Upon the expiration or early termination or cancellation
of this Agreement, Company agrees to cooperate fully with City and with any successor Company
to ensure a smooth transition and continuity of first-class Services to the public.
12.5
Environmental Provisions.
12.5.1 Company shall not cause, permit or suffer any Hazardous Material(s) (as defined below) to be
brought upon, treated, kept, stored, disposed of, discharged, released, produced,
manufactured, generated, refined or used upon, about or beneath the Assigned Areas or any
portion thereof by Company, its agents, employees, contractors, invitees or permitted
subcontractors or assigns or any other person, except in strict compliance with Environmental
Laws, as defined below.
12.5.2 For purposes of this Agreement and this paragraph, “Hazardous Material(s)” means any
substance(s): (i) the presence of which requires investigation or remediation under any
applicable federal, state, or local law, statute, regulation, rule, ordinance, order, action, policy
or common law; or (ii) which is or becomes defined as a hazardous substance, hazardous
material, toxic substance, toxic material, pollutant or contaminant under any applicable law or
federal, state, or local statute, regulation, rule or ordinance or amendments thereto including,
but not limited to, the Comprehensive Environmental Response, Compensation and Liability
Act (“CERCLA,” 42 U.S.C. §§ 9601 et seq.), the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act and the Hazardous and Solid Waste Amendments of
1984 (“RCRA,” 42 U.S.C. §§ 6901 et seq.), the Clean Air Act (“CAA,” 42 U.S.C. §§ 7401 et seq.),
the Federal Water Pollution Control Act (“CWA,” 33 U.S.C. §§ 1251 et seq.), the Toxic
Substances Control Act (“TSCA,” 15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act
(“SWDA,” 42 U.S.C. 300f et seq.), the Oil Pollution Act (“OPA,” 33 U.S.C. §§ 2701 et seq.) and
North Carolina equivalent laws; or (iii) which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority; or (iv) the presence of which on the premises of the
Assigned Areas causes or threatens to cause a nuisance at the Assigned Areas or to adjacent
properties or poses or threatens to pose a hazard to the health or safety of persons on or
about the Assigned Areas; or (v) without limitation which contains gasoline, diesel fuel,
petroleum hydrocarbons, petroleum distillates or other petroleum constituents; or (vi)
without limitation which contains polychlorinated biphenyls (PCB’s), asbestos or urea
formaldehyde insulation.
12.5.3 For purposes of this Agreement and this paragraph, the term “Environmental Laws” shall
mean and include, without limitation, all federal, state and local statutes, regulations, rules,
codes, or permits, applicable to the Assigned Areas, imposing liability or standards of conduct
or responsibility or design, construction or operating technical standards concerning or
otherwise relating to environmental or public health and safety matters at the Assigned
Areas, whether now in force or as amended or enacted in the future, including, but not
limited to: CERCLA, RCRA; CAA; CWA; SDWA; TSCA; OPA; and the Emergency Planning and
Community Right-To-Know Act (42 U.S.C. §§ 11001, et seq.).
12.5.4 For purposes of this Agreement and this paragraph, the term “Release” shall mean and
include, without limitation, any and all spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, seeping or disposing in the environment
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Contract No.
12.5.5
12.5.6
12.5.7
12.5.8
(including the abandonment or discarding of barrels, containers, and other closed receptacles
containing any Hazardous Material(s) or pollutant(s) or contaminant(s)).
Company shall not cause, permit or suffer the existence or the commission by Company, its
agents, employees, contractors or invitees, or by any other person, of a violation of any
Environmental Laws upon, about or beneath the Assigned Areas or any portion thereof.
Company shall not create or suffer to exist with respect to the Assigned Areas, or permit any
of its agents, employees, contractors, invitees or any other person to create or suffer to exist
any lien, security interest or other charge or encumbrance of any kind against the Assigned
Areas arising out of any Environmental Laws, including, without limitation, any lien imposed
pursuant to CERCLA §107 (42 U.S.C. §9607) or any other statute or regulation. Should any
such lien, security interest or other charge or encumbrance be filed against the Assigned
Areas, Company shall cause said lien, security interest or other charge or encumbrance to be
removed from the Assigned Areas or shall provide a bond satisfactory to City for the payment
or satisfaction thereof. Said actions shall be taken by Company as soon as practicable from
the filing, posting or notice of such lien, security interest or other charge or encumbrance;
provided that said actions shall be taken in no event later than thirty (30) days from the filing,
posting or notice of such lien, security interest or other charge or encumbrance.
Company covenants and agrees, at its sole cost and expense, to defend, indemnify and hold
harmless City from and against any and all damages (including without limitation all
foreseeable and unforeseeable consequential damages), losses, liabilities, obligations,
penalties, costs (including without limitation, the cost of any required or necessary inspection,
audit, cleanup, removal, remediation or detoxification and the preparation of any closure or
other required plans, consent orders, permits, license applications, or the like), personal injury
or death, damage to property, claims, litigation costs, disbursements or expenses including,
without limitation, attorneys’ and experts’ fees and disbursements which may at any time be
imposed upon, incurred by or asserted or awarded against City, and arising from or out of and
to the extent caused by: (i) the use, generation, storage, disposal of or the Release of any
Hazardous Materials by Company, its employees, agents , contractors or any other person
upon, about, beneath or affecting all or any portion of the Assigned Areas or any surrounding
areas, where such surrounding areas have been contaminated as a result of the use or
Release of Hazardous Materials by Company, its employees, agents, contractors or any other
person on the Assigned Areas; or (ii) the enforcement of this Agreement as to matters
concerning this Section 2.8 arising after taking of title or tenancy to all or any portion of the
Assigned Areas by Company and whether or not any claims prove to be true or false.
Company shall, upon demand of City, and at Company’s sole cost and expense, promptly take
all action to remove and/or remediate Hazardous Materials upon, about or beneath the
Assigned Areas which action is: (i) required by any federal, state or local governmental
agency or political subdivision; or (ii) which is reasonably necessary to remove and/or
remediate any Hazardous Materials from the Assigned Areas and restore the Assigned Areas
to compliance with Environmental Laws. Any such removal and/or remediation shall be
performed in a good, safe and workmanlike manner and shall minimize any impact on the
business operations of the City or other Company’s at, in or adjoining the Assigned Areas.
Company shall, at its own cost and expense, comply with all applicable laws while performing
said removal and/or remediation. Company shall take all actions necessary to restore the
Assigned Areas to the condition existing as of the date hereof, notwithstanding any lesser
standard of remediation allowable under applicable law or governmental policies.
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Contract No.
12.5.9
Should Company its employees, agents, contractors or any other person cause, directly or
indirectly, or permit any intentional or unintentional Release of Hazardous Materials upon,
about or beneath the Assigned Areas, whether or not such Release results in damage to soil,
surface water, ground water, flora, fauna or humans on the Assigned Areas, or within waters
of the state or the United States, or on other properties, Company shall promptly notify all
federal, state and local regulatory agencies of the Release as required by law and shall notify
City of the Release, in writing, within seven (7) days of determining that a Release has
occurred. Company shall further notify City within seven (7) days after the receipt by
Company of notice of any demand or claim or the commencement of any action, suit or
proceeding in respect of any of the matters referenced in this paragraph. It is expressly
understood and agreed that failure by City to object to any actions taken by Company
hereunder shall not be construed to be an approval by City of Company’s actions, nor shall it
be construed as a waiver by City of any right related thereto.
12.5.10 Company shall cooperate with City’s right to enter and inspect the Assigned Areas. City may
independently establish to its satisfaction and in its absolute discretion the existence or nonexistence of any fact or facts, the existence or non-existence of which is relevant to any claim
or defense of any matter related herein, and Company shall allow City, its agents, consultants
or contractors access to the Assigned Areas as is necessary to establish such facts.
12.5.11 Should Company fail to perform or observe any of its obligations or covenants contained in
this section, then City shall have the right, but not the duty, without limitation upon any of the
other rights of City pursuant to this Agreement, to enter the Assigned Areas itself or through
its agents, consultants or contractors and perform the same. Company agrees to indemnify
City for the costs thereof and liabilities therefrom as set forth in subsection (d) above.
Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.8
shall survive the termination of this Agreement.
12.5.12 Additional Compliance Requirements.
12.5.12.1 It is intended that the standards, obligations and duties imposed by this Article II shall be
maintained and complied with by Company in addition to its compliance with all
applicable governmental laws, ordinances and regulations, and in the event that any of
said laws, ordinances and regulations shall be more stringent than the standards, duties
and obligations imposed on Company hereunder, then Company shall comply with such
laws, ordinances, and regulations in its operations under this Agreement. Noncompliance
with any governmental law, ordinance or regulation, the validity of which shall be
contested in good faith and with reasonable promptness, shall not be interpreted as a
violation of this covenant until such contest shall have been abandoned or the time for
objection or appeal has expired.
12.6
Airport Rules and Regulations. Company by accepting this Agreement agrees for itself, its
successor and assigns, that it will at all times be in compliance with any applicable Airport rules
and regulations as provided by the Aviation Director and may be changed from time to time.
12.7
Airport Security. Company acknowledges and agrees that:
12.7.1 Company’s officers, employees and subcontractors with access to the secured areas of the
Airport will have to apply for an qualify for security identification badges (“Security Badges”)
issued by the Aviation Director;
12.7.2 Company shall familiarize itself with the standards adopted by the TSA for the issuance of
Security Badges and shall not sponsor those individuals for Security Badges that do not meet
the standards; and that
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Contract No.
12.7.3
City shall not be liable to Company for any diminution or deprivation of Company’s rights
hereunder on account of the Security Plan requirements.
12.8
Amendment. This Agreement may only be modified or amended by a written instrument
executed by City and Company.
12.9
Performance Bond. On or before the Effective Date, Company shall provide to the City a
Performance Bond in a form acceptable to the City, valid for the first Service Year and in an
amount equal to fifty percent (50%) of the first Service Year’s total value. Each Service Year the
Performance Bond will renew and increase to reflect fifty percent (50%) of the current Service
Year’s total value. Renewal or replacement of the Performance Bond shall be provided seventyfive (75) days prior to the expiration of the current performance bond. It is the Company’s
responsibility to notify its surety of any changes affecting the general scope of the Services and a
change in the total value of the Agreement.
12.10
Independent Contractor. Nothing contained in this Agreement shall be deemed or construed by
the City or Company, or by any third party, as creating the relationship of principal and agent,
partners, joint ventures, or any other similar such relationship between the Parties. The Parties
further agree that Company is an independent contractor and not subject to direction or control
of the City, except as specified in the Agreement, and except by general rules and regulations
adopted for the control and regulation of the Airport and its facilities. Airport Staff shall in no
case act or be deemed to act as a foreman or agent of the Company.
12.11
Drug-Free Workplace. Company will provide, and shall cause its sub-contractors to so provide, a
Drug-Free Workplace by:
12.11.1 Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispending, possession or use of controlled substance is prohibited in the facilities and
specifying the actions that will be taken against employees for violation of such prohibition.
12.11.1.1 Notifying the employee in the statement that, as a condition of employment, the
employee will:
12.11.1.2 Abide by the terms of the statement; and
12.11.1.3 Notify the employer of any criminal drug statute conviction for a violation occurring in the
workplace no later than five (5) days after such conviction.
12.11.2 Notifying the City within ten (10) days after receiving notice under subparagraph 12.10.2.2
from any employee or otherwise receiving actual notice of such conviction.
12.11.3 Taking one of the following actions within thirty (30) days of receiving notice under
subparagraph 12.10.2.2 with respect to any employee who is convicted:
12.11.3.1 Taking appropriate personnel action against such employee up to and including
termination; or
12.11.3.2 Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a federal, state or local health law
enforcement or other appropriate agency.
12.11.4 Making a good faith effort to continue to maintain a Drug-Free Workplace through
implementation of subparagraphs 12.10.1 through 12.10.4.
12.12
E-Verify. As a condition for payment under this Contract, Company shall (ii) comply with the EVerify 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
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Contract No.
12.13
12.14
12.15
12.16
12.17
12.18
12.19
account of any failure by Company or any subcontractor to comply with the E-Verify
Requirements.
Company’s Dealings with the City. Whenever in the Agreement, Company is required or
permitted to obtain the approval of, consult with, give notice to, or otherwise deal with City,
Company shall deal with City’s authorized representative; and unless or until City shall give
Company written notice to the contrary, City’s authorized representative shall be the Aviation
Director or his designee. Whenever in the Agreement, the consent or approval of City or
Company is required each party agrees not to unreasonably withhold or delay the granting of such
consent.
No Warranties or Inducements. By executing this Agreement, Company acknowledges that City
does not warrant the validity of any information that may have been furnished to Company
concerning the volume of passengers who have traveled through the Airport in the past or
amount of past operational revenues or transactions for the Services; that such information the
City has furnished with respect to these and other matters has been intended merely as one
source of information available for consideration by Company, which Company has been
encouraged to certify through its own investigation; that Company has relied upon its own
resources as to all of these matters; and that it has not relied upon any inducements or forecasts
of the City.
Waiver of Claims. Company hereby waives any claim against the City and its elected officials,
officers, agents, or employees for loss of anticipated profits caused by any suit or proceeding
directly or indirectly attacking the validity of this Agreement or any part thereof or by any
judgment or award in any suit or proceeding declaring this Agreement null, void or voidable or
delaying the same or any part hereof.
Non-Waivers. Every provision herein imposing an obligation upon City or Company is a material
inducement and consideration for the execution of this Agreement. No waiver by City or
Company of any of the terms, covenants or conditions of this Agreement, or noncompliance
therewith, shall be deemed or taken as a waiver at any time thereafter of the same or any other
term, covenant or condition herein contained, nor of the strict and prompt performance thereof.
No delay, failure or omission of City to exercise any right, power, privilege or option arising from
any Default, shall impair any such right, power, privilege or option or be construed to be a waiver
of any such Default or acquiescence therein. No notice by City shall be required to restore or
revive time as being of the essence hereof after waiver by City of Default in one or more instances.
Time of Essence. Time is expressly agreed to be of the essence of this agreement.
Force Majeure. Neither party hereto shall be liable to the other for any failure, delay, or
interruption in the performance of any of the terms, covenants, or conditions of the Agreement
due to causes beyond the control of that party, including, without limitation, acts of God, acts 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 or which are
not in its power to control, for so long as such condition exists and reasonably prevents
Company’s performance. Remove strike, labor dispute etc. from Force Majure Clause
Severability. If any part, portion or provision of this Agreement or attachments thereof shall be
found or declared null, void or unenforceable for any reason whatsoever by any court of
competent jurisdiction or any governmental agency having applicable authority, only such part,
portion or provision shall be affected. The validity of the remaining Agreement will not be called
into questions and will remain in full force and effect.
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Contract No.
12.20
12.21
12.22
12.23
12.24
12.25
12.26
Entire Agreement. This document and the exhibits attached hereto represents the entire
Agreement between the Parties and will not be modified or canceled by mutual Agreement or in
any manner except by written instrument, executed by the Parties or their respective successors
in interest.
Interpretation. The language of the Agreement shall be construed according to its fair meaning,
and not strictly for or against either City or Company. The section headings appearing herein are
for the convenience of the Parties and shall not be deemed to govern, limit, modify or in any
manner affect the scope, meaning or intent of provisions of this Agreement.
Choice of Law. This Agreement will be interpreted under and governed by the Law of the State of
North Carolina.
Compliance with the Laws. Company will not use or permit the use of any other portion of the
Airport for any purpose or use other than authorized by this Agreement. Company, its employees,
representatives and agents will comply with all present or future laws, rules and regulations and
amendments or supplements thereto governing or related to the use of the Airport or the
provision of the Services as may from time to time be promulgated by Federal, State or local
governments and their authorized agencies.
Attorney’s Fees. In the event of litigation between the City and Company to enforce the rights or
obligations provided by this Agreement, the non-prevailing party shall pay for the prevailing
party’s reasonable attorney’s fees and costs of litigation as may be determined by the court.
Situs and Service of Process. Company agrees all actions or proceedings arising directly or
indirectly from the Agreement shall be litigated only in courts having situs within the State of
North Carolina and Company hereby consents to the jurisdiction of any local, state or federal court
located within the State of North Carolina, waives personal service of any and all process upon
Company herein, and consents that all such service or process shall be made by certified mail,
return receipt requested, directed to Company at the address states in Section 12.25. Service so
made shall be complete three (3) business days after the same shall have been posted as
aforesaid.
Notices. Whenever required by the terms of this Agreement, notice shall be in writing and shall be
sent by certified mail, postage prepaid. The address of the City shall be:
Attn: Assistant Aviation Director – Facilities
Charlotte Douglas International Airport
5601 Wilkinson Blvd.
Charlotte, NC 28208
If intended for the Company, the addressed used shall be:
Company Name
Attn:
Address
City, State Zip Code
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Contract No.
In Witness Whereof, and in acknowledgement that the Parties hereto have read and understood each and
every provision hereof, the Parties have caused this Agreement to be executed on the date written below.
City of Charlotte
Company Name
____________________________
____________________________
Brent Cagle, Aviation Director
Name: ______________________
Title: _______________________
Date: ______________________
Date: _______________________
24