ADDENDUM NO. 2
REQUEST FOR PROPOSALS
BAGGAGE HANDLING SYSTEMS
OPERATIONS AND MAINTENANCE CONTRACT
CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT
CITY OF CHARLOTTE
NORTH CAROLINA
April 10, 2014
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AMENDMENTS TO THE RFP
1. A draft copy of the Baggage Handling Systems Operation and Maintenance Contract is
attached hereto and shall constitute Exhibit B to the RFP.
2. Appendix „F‟ of Exhibit A to the RFP has been amended to state
“Peak period shall mean 1:00pm through 9:00pm, local.”
3. Attachment 3 “Qualifications and Proposer Requirements; Section D. Financial
Information requirement has been deleted from the RFP.
4. Exhibit A - Statement of Work, Section IX, 07- paragraph B has been amended to read as
follows.
B.
“The O&M Contractor shall ensure that all personnel at the work site wear the
safety devices/apparel required per contractor’s safety rules and regulations that
comply with all applicable OSHA and Owner rules and practices.”
5. Exhibit A - Statement of Work, Section V; 02– paragraph Q has been amended to read as
follows.
Q.
“Responsible for filing parts and labor warranty claims with the BHS
manufacturer. All reimbursement from the manufacturer’s labor warranty shall
become the property of the Owner. Maintain and submit record of repair work
for equipment under manufacturer’s warranty for reimbursement by the
manufacturer. The record shall contain the time, date and duration of the repair,
suspected cause of failure, location of equipment and failed part identification
(serial number and parts number). If required by the manufacturer, the O&M
Contractor shall return the failed parts to the manufacturer for replacement and
reimbursement. The O&M Contractor shall pay for the delivery cost of the
returned parts. A maximum 10% mark up value is acceptable for parts obtained
directly by the O&M Contractor. “
6. Exhibit A - Statement of Work, Section XII; 01– paragraph C has been amended to read
as follows.
C.
The O&M Contractor shall provide to the Owner resumes for all key personnel
(i.e., Contract Manager, and on-site personnel such as Supervisors, BHS Control
Room operators, Mechanics, Electricians and Controls Technicians) for the
Owner’s approval. These resumes shall be provided to the Owner no later than
fifteen (15) business days prior to employee’s intended start date.
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RESPONSES TO PROPOSER QUESTIONS
1. Can a list of components that will be covered under this contract be provided by type,
manufacturer and quantities?
Drawings and further information will be provided through a Lockbox invitation to the
contact name provided per the confidentiality agreement. (Please contact Olivia Clark
(okclark@cltairport.com) if a lockbox invitation has yet to be sent to that contact)
2. Can a document be provided stating which equipment will be maintained during each
phase leading up to final completion?
See Answer to Question 1.
3. Please confirm no part of any inbound system will be maintained in this contract.
This contract will not include any maintenance with respect to any inbound system.
4. Can drawings be provided showing the BHS current, phased and final configuration?
See Answer to Question 1.
5. Will storage be available in close proximity to the BHS for critical spare parts?
Yes.
6. Where will our employees park? Is there a cost for this? If so how much?
There will be no charge for employee parking; however the employee parking spaces
have not yet been designated.
7. Is there a cost for badging or the application/finger printing? If so how much and how
often.
There will be no cost for badging or finger printing. Please follow the link below which
provides CLT’s web address to all rules and regulations with respect to badging and
fingerprinting.
http://charmeck.org/city/charlotte/Airport/Operations/Pages/default.aspx
8. The SOW 05-A-5 mentions doubling Jam Runner staffing during peak operating
period(s). Please provide documentation as to when peak periods are seen.
See Number 2 of Amendments to the RFP,
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9. What are the operational times of the outbound BHS?
4:00 a.m. through 11:00 p.m., Local.
10. Please confirm that a Customs Seal will not be required for the work under this contract.
No Customs Seal will be required for work under this contract.
11. Page VIII-1 section 01. A Contractor shall provide initial startup support during the
commissioning period of CBIS, starting on or about July 1, 2014. Please clarify the
amount of support, it this total head count to service West Matrix or a small crew for
training and commissioning purposes?
Please propose an initial startup support plan which will provide an estimation of the
total head count necessary to operate and maintain the West Matrix throughout the
initial start-up. This initial start-up period ends on or about January 12, 2015
12. Has CLT negotiated what the high level support agreement should cost per year with
Pteris, or is that to be left the individual contractor?
CLT’s intention is to negotiate a high level support agreement with Pteris. The agreement
will then be assigned to the successful proposer.
13. Considering that the Proposal Due Date falls right after the Easter holiday and the
response does require bidders to prepare a detailed technical proposal, would CLT
consider a 2 week extension?
After consideration, CLT has decided to keep the due date stated in the RFP, which is
April 22, 2014, 2:00pm, Local.
14. Will CLT share the results of the evaluation process with bidders after contract award?
CLT will share the results of the evaluation process upon request only.
15. In reference to the Proposal From, will the Contractor be reimbursed the Start Up Period
fees directly after completing the Transition?
See Article 5 of Exhibit B to the RFP.
16. In reference to article H, of Section 02-Responsibilities of the Contractor, can CLT
provide the amount of the parking fees and any applicable badging fees?
See answer to Questions 6 & 7.
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17. Can CLT provide a contact person with PGL that bidders should communicate with?
See answer to Question 12.
18. Please confirm the statement from the pre-proposal conference that there is no bid bond
requirement.
There is no bid bond requirement for this contract.
19. Please confirm the statement from the pre-proposal conference that employee parking is
free.
20. Please confirm the statement from the pre-proposal conference that initial employee
SIDA badging is free.
21. Is there a charge for fingerprinting in connection with employee SIDA badging? If yes,
what is the amount?
Answer 20, 21, & 22: See answer to Questions 6 & 7.
22. What are the payment terms for this contract, net 30 days?
See Article 5 of Exhibit B to the RFP.
23. Please provide phasing drawings of the BHS
See answer to Question 1.
24. Please provide a motor manifest for the new portions of the BHS
See answer to question 1.
25. Is there a cost for a permit to operate a vehicle on the AOA? If yes, what is the amount?
No.
26. Section 7.B.1. states that “The O&M Contractor shall provide and ensure that all
personnel at the work site wear the safety devises/apparel described below as required.
1. Approved back support and Protective devices.”
Can this requirement be eliminated as OSHA/NIOSH studies do not conclude that there
are any benefits from wearing back braces/supports, and the opposite may be true; that
back belts provide a false sense of security that may result in increased injury from over
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exertion, “the superman syndrome”,
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“NIOSH believes that the decision to use back belts should be a voluntary
decision by both employers and employees. Back belt use should not be a
mandatory job requirement. If your workforce continues to wear back belts, you
should remember the following points:
There is a lack of scientific evidence that back belts work.
Workers wearing back belts may attempt to lift more weight than they would have
without a belt. A false sense of security may subject workers to greater risk of
injury.
Workers and employers should redesign the work environment and work tasks to
reduce manual material handling risk factors, rather than rely solely on back belts
to prevent injury.
The research needed to adequately assess back belt effectiveness will take several
years to complete. In the interim, workers should not assume that back belts are
protective.”
Reference: http://www.cdc.gov/niosh/docs/94-127/
See Number 4 of the Amendments to the RFP.
27. Is land line telephone service provided by the Airport? Cost?
The Airport will provide land line telephone service.
28. Is internet service provided by the Airport? Cost?
The Airport will provide internet service.
29. Is there a budget for this contract? What is the amount?
No budget has been determined for this contract.
30. Please confirm the normal operating time of the BHS system is planned to be 4:30am –
5:00am start, 11:30pm shut down.
See answer to Question 9.
31. When will the drawings, motor manifest and equipment lists (legacy and new) be issued
to the proposers?
See answer to Question 1.
32. How much are badging fees and cycle time for issuing?
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See answer to Question 7.
33. Can you supply a sequence of operations for the completed BHS?
See answer to Question 1.
34. Will custom seals be required in the FIS BHS area?
See answer to Question 10.
35. Will legacy equipment be included on the new HMI system and reports?
Existing controls on the Legacy equipment will be included on the new HMI system and
reports.
36. What is the total number of outbound baggage for year 2013?
3.9 Million.
37. What is the total number of inbound baggage for year 2013?
Not applicable per the scope the scope of this RFP.
38. How many linear feet will the completed BHS be?
The total length of the completed BHS is 21,000 LF of 4 miles.
39. How many drives will there be on the completed BHS?
There are approximately 1,047 new drives and approximately 40 drives from the Legacy
System.
40. Can alternate means be used to record faults in the system rather than having to write
work orders for each fault?
The new server will generate an “Equipment Malfunction Report“with date and time.
Alternate means of using this report are a possibility at this time.
41. Should we submit our Standard Terms and Conditions as part of our response since there
are none included in this RFP?
See Exhibit B to the RFP.
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42. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the
O&M Contractor – paragraph O., does the authority currently possess any historical data
for baggage jams, equipment part usage or any CMMS recording for PM / CM?
Historical data not available.
43. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the
O&M Contractor – paragraph P., it is understood that the authority determined their spare
parts inventory from new equipment manufacturer suggested spare parts requirement lists
in conjunction with the authority‟s existing spare stock to meet the normal service
requirements of the BHS equipment. Is a list of the spare equipment stock available for
review?
See answer to Question 1.
44. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the
O&M Contractor – paragraph Q., it is understood that O&M Contractor is responsible for
tracking and return cost to manufacturers for parts covered under warranty. Could the
authority please confirm if a mark-up % is acceptable for other parts obtained directly by
the O&M Contractor?
See Number 5 of Amendments to the RFP.
45. In reference to the Statement of Work, Section V; Page 9; Part 04. Preventative
Maintenance Services – Paragraphs under Schedule, could the authority please provide
the peak hour windows that airlines use the BHS?
See Number 2 of Amendments to the RFP.
46. In reference to Page 6; Section H of II. RFP Selection Process. - Charlotte Business
Inclusion Program, a. could the authority please clarify and further explain
recommendations for the SBE requirements for this agreement?
b. Is the expectation that the Proposer provide a proposal for a percentage of SBE
participation with our proposal?
CLT expects SBE participation in this contract, but the final percentage of SBE
participation will be negotiated with the selected proposer. The proposer should list
initial proposed SBE participation in form #3. Include this form in the proposal package.
The firms must be currently certified as SBEs by the City of Charlotte.
For further information regarding Charlotte Business Inclusion Program please contact
Laura Dahlberg Phone: 704.359.1910 Email:ladahlberg@cltairport.com
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47. In reference to the Statement of Work, Section V; Page 11; Part 08 High Level Control
Systems Maintenance – paragraph F., does the Authority currently have a service contract
with PGL? If so, could the Authority provide a copy of the agreement for review?
See answer to Question 12.
48. In reference to the Statement of Work, Section V; Page 11; Part 09. BHS / CBIS
Operational Performance Requirements – paragraph A, could the Authority provide any
historical data that captures an average percentage for the availability of the overall
system?
Historical data not available.
49. In reference to the Statement of Work, Section V; Page 11; Part 09. BHS / CBIS
Operational Performance Requirements – paragraph B, it is understood that Bag Jams
must be recorded in the CMMS program. Could the Authority confirm whether or not
there is historical data available for number of bag jams and cause? Also, do the
manufacturers of the new BHS systems provide expectations for their performance in this
area?
Historical data not available.
50. As indicated at the pre-bid meeting, it is understood that as the BHS improvements
conclude the Authority will have added approximately 2.5 miles of new integrated
baggage line – this includes the new system phrasing installation coordinated with the old
systems demolition. Can the Authority provide an estimated percentage of old system
components versus percentage of new system components after the BHS project is
complete?
See answer to Question 38.
51. In reference to Exhibit C – Charlotte Business Inclusion Program, paragraph under
Letters of Intent submitted upon notice from the City, could the Authority please provide
SBOP Form 4 as this was not provided in the RFP?
See Attached.
52. In reference to Exhibit B to the RFP – Confidentiality Requirements, could the Authority
confirm whether or not the same Officer must sign the form for the second submission
with the response?
The same Officer will not need to sign the second submission with the response.
53. In reference to Attachment 2 – Proposal Form, Section B. BHS Fee Schedule, under the
Wage Rates, could the Authority please confirm whether or not they are looking for the
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hourly rate paid to the employees or the rates charged to the Airport for additional
services?
In Attachment 2 – Proposal Form, Section B to the RFP, the Wage Rate applies to the
fully burden hourly rate billed to the airport.
54. In reference to Attachment 3 – Qualifications and Proposer Requirements; Section D.
Financial Information, in the case where the financial statements for the Proposer are not
publically disclosure; however, the Proposer‟s parent companies statements are publically
disclosed, will the Authority accept the Proposer‟s parent company financials?
Section D of Attachment 3 has been deleted from the RFP.
55. Is there specific insurance coverage requirements?
See Article 10 of Exhibit B to the RFP.
56. Will there be a sample service agreement or contract released?
See Exhibit B to the RFP.
57. Please provide illustrations as referenced in Appendix B.
See answer to Question 1.
58. The Airport should not have to pay for the delivery cost of the BHS manufacturer's failed
part via the O&M contractor. Please clarify that if the BHS manufacturer wants the part
returned, that the BHS manufacturer will pay for it.
The BHS Manufacturer will pay for returned parts while under warranty, however once
the warranty expires, CLT will bear the cost.
59. Will the O&M Contractor have accessibility to this storage area 24/7 365 days per year?
Also, there was mention of onsite storage during the prebid. Please clarify.
The O&M Contractor will have access 24/7/365 days per year to the storage area,
however that area has yet to be designated.
60. Due to the phasing of this project and use of temporary conveyor, please confirm the
initial IPMP will be created based on the final configuration and not updated during
construction.
The initial IPMP will be updated during construction.
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61. Please confirm the BHS contractor will be required to clean around the BHS equipment
during the construction of the project. The O&M will be required to clean after the
construction is complete.
The BHS Contractor will be required to provide all housekeeping and cleaning services
during the installation of each matrix, however once a matrix has been accepted for
operation the O&M will be required to perform the housekeeping and cleaning services,
62. During the prebid the question was asked regarding the peak times. Please clarify that the
O&M Contractor shall staff appropriately during the peak time and that doubling the staff
is not required.
See Number 2 of Admendments to the RFP
63. This statement requires “a Pteris high level controls engineer to be onsite within 4 hours
while the next section requires 24 hours before they are required onsite.” Please confirm
Pteris is aware of this requirement and please clarify if the time to be onsite is 4 hours or
24 hours.
This will be negotiated per a high level agreement with Pteris per answer to Question 12.
64. Please confirm the BHS contractor will provide a laptop and controls software for the
system.
The BHS contractor will provide a laptop and control software for the system.
65. Please clarify that all PLC, computers and control systems will be on a UPS. Also, please
clarify if they will be on hot, warm or cold backup.
Only the BHS Computer Server will be on the UPS, which will be backed up by a
generator.
66. Please confirm the appropriate spare parts will be purchased by the Authority to ensure
the components can be replaced within 48 hours.
The appropriate spare parts will be purchased by the Airport as identified in Exhibit A,
Section 2 02 paragraph - C to the RFP.
67. Please confirm resumes for the BHS control room operators and manual encode operators
will not be required. These are typically general laborers and do not have resumes.
See Number 6 of Amendments to the RFP.
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68. Please provide equipment lists for old and new equipment in the west matrix as well as
the old and new equipment in the east matrix.
See answer to Question 1.
69. Is the O&M Contractor expected to maintain the old equipment in the east matrix prior to
the fully operational date of July 1st, 2015? Is the O&M Contractor expected to maintain
the old equipment in the west matrix prior to the fully operational date of January 15th,
2015?
The O&M Contractor is not expected to maintain the old equipment in the east matrix
prior to the fully operational date of July 1, 2015.
The O&M Contractor will be expected to maintain the old equipment that will ultimately
become a part of the new equipment located in the west matrix prior to the fully
operational date of January 15, 2015.
70. Please clarify if the Owner will provide internet in the control room and allocated office
space.
The Owner will provide internet in the control room and allocated office space.
71. FORM #3: Subcontractor / Supplier Utilization Commitment. This form states that it
must be submitted with the Bid/Proposal however the Proposal Format section does not
state that this is required and that the SBE will be negotiated with the successful
proposer. Please clarify this is not required with the Bid/Proposal.
See answer to Question 47.
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Exhibit B to the RFP
DRAFT BAGGAGE HANDLING SYSTEMS
OPERATION AND MAINTENANCE CONTRACT
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BAGGAGE HANDLING SYSTEMS
OPERATION AND MAINTENANCE CONTRACT
PROJECT:
Baggage Handling Systems
OWNER:
Charlotte Douglas International Airport
City of Charlotte, North Carolina
CONTRACTOR:
__________________________________
CONTRACT NUMBER:
__________________
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THIS CONTRACT is made and entered into this the ___________ day of _________________,
2014, by and between the CITY OF CHARLOTTE, a North Carolina municipal corporation
(the “City”), and ___________________ (the “Contractor”),
RECITALS:
THAT, WHEREAS, the City is the owner and operator of the Charlotte Douglas
International Airport (the “Airport”);
WHEREAS, the City published a Request for Proposals for the Baggage Handling
Systems Operation and Maintenance Contract on March 21, 2014 (“RFP”) seeking proposals
from qualified and experienced firms to operate and maintain the Airport‟s baggage handling
systems;
WHEREAS, the Contractor submitted a Proposal in response to the RFP, which meets
all terms and conditions set forth in the RFP;
WHEREAS, the City and Contractor desire to enter into this Contract for the provision
of operation and maintenance services for the Airport‟s baggage handling systems in accordance
with the terms and conditions set forth below;
NOW THEREFORE, City and Contractor, for good and valuable consideration, agree
as follows:
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CONTRACT
ARTICLE 1 – EXHIBITS
The Exhibits below are hereby incorporated into and made a part of this Contract. In interpreting
this Contract and resolving any ambiguities, the main body of this Contract shall control over the
Exhibits. Each reference to the City of Charlotte or ___________________________ shall be
deemed to mean the City and Contractor respectively.
1.1
1.2
Exhibit A – BHS Statement of Work
Exhibit B – Charlotte Business Inclusion Program
ARTICLE 2 – DEFINITIONS
For purposes of this Contract, the following words, terms and phrases when capitalized, shall have
the meanings set forth, unless the context clearly requires or provides a contrary meaning:
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2.1
“Airport” shall mean and refer to the Charlotte Douglas International Airport.
2.2
“BHS” shall mean and refer to the baggage handling systems
2.3
“City” shall mean and refer to the City of Charlotte, Mecklenburg County, North Carolina.
2.4
“Commencement Date” shall mean and refer to the date O&M Services shall commence under this
Contract as established in a written notice to proceed issued by the City.
2.5
“Contract” shall mean and refer to this Contract for Maintenance and Monitoring Services between
the City of Charlotte and ___________________________.
2.6
“Contractor” shall mean and refer to ____________________________.
2.7
“O&M Services” shall mean and refer to the operation and maintenance services described in the
Statement of Work attached hereto as Exhibit A.
2.8
“SOW” shall mean and refer to the statement of work attached hereto as Exhibit A.
ARTICLE 3 – SCOPE OF SERVICES
3.1
Contractor shall operate and maintain the BHS in accordance with the terms and conditions of the
SOW, attached hereto as Exhibit A.. Contractor shall take any and all reasonable steps to ensure that the
O&M Services described in the SOW are performed in a sound manner in accordance with customary
industry practices and in compliance with all applicable federal, state or local government laws, rules and
regulations and City policies and procedures.
3.2
City may, at its sole option, increase or reduce the O&M Services described in Exhibit A by
providing written notice of such increase or reduction to Contractor. Within fifteen (15) days of its
receipt of a notice of an increase or reduction in the O&M Services, Contractor shall respond to City in
writing with proposed fee adjustments resulting from the increase or reduction as well as well as the
timeframe for implementation. Modifications to the O&M Services as well as corresponding fee
adjustments shall be incorporated into this Contract by written amendment.
ARTICLE 4 – TERM
4.1
This Contract shall be for an initial term of two (2) years (the “Initial Term”), which shall begin
on the Commencement Date established in a written notice to proceed sent by City to Contractor.
4.2
This Contract shall automatically renew for up to two (2) additional one (1) year terms (the
“Extension Terms”) upon the same covenants, terms and conditions of this Contract unless terminated by
City or Contractor upon written notice to the other party no less than sixty (60) days prior to the
expiration of the Initial Term or Extension Term. Upon expiration of the final Extension Term, this
Contract may continue on a month-to-month basis (the "Holdover Term") upon the same covenants, terms
and conditions of this Contract subject to termination by either party upon thirty (30) days written notice.
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ARTICLE 5 – COMPENSATION
5.1
For and in consideration of the O&M Services, the City shall pay Contractor in accordance with
the Fee and Wage Schedule set forth in Exhibit A.
5.2
Contractor shall invoice the City for the O&M Fee on a monthly basis with each invoice being
submitted to the City on or before the fifth (5th) day of the each month. Payment of invoices shall be due
within thirty (30) days after receipt by the City of an undisputed, properly submitted invoice. Should only
a portion of any such invoice be in dispute, then partial payment of the undisputed portion of the invoice
shall be made to the Contractor within the same thirty (30) days. The Contractor shall submit all invoices
in the following manner:
By email:
cocap@charlottenc.gov
or
By mail:
City of Charlotte – AP
Attn:
Aviation Department
PO Box 37979
Charlotte, NC 28237
5.3
The City is not exempt from sales tax. All invoices submitted by Contractor should itemize
applicable state and local sales taxes separately and not combined with the cost of the corresponding
goods. Failure to comply with this requirements may result in invoice processing delays.
5.4
During the term of this Contract and for a period of one (1) year after the termination or
expiration of this Contract, the City shall have the right to audit, either through itself or through an
independent auditor, all books, records and facilities of the Contractor necessary to evaluate Contractor‟s
compliance with the terms and conditions of this Contract or the City‟s payment obligations. The City
shall pay its own expenses relating to such audits, but shall not have to pay any expenses or additional
costs of the Contractor. However, if non-compliance is found that would have Cost the City in excess of
$10,000.00 but for the audit, then the Contractor shall be required to reimburse the City for the cost of the
audit.
ARTICLE 6 – PERFORMANCE BOND
Concurrent with the execution and delivery of this Contract, Contractor shall furnish the City
with a Performance Bond insuring Contractor‟s performance of this Contract in an amount equal
to ______ dollars (50% of the annual Contract price). Contractor shall renew such Performance
Bond at least thirty (30) days prior to each subsequent Contract Year in an amount equal to 50%
of the Contract price for that Contract Year. Each Performance Bond shall be issued by a surety
company licensed to do such business in the State of North Carolina and reasonably acceptable to
the City, and shall be maintained in full force and effect throughout the Term of this Contract.
The Performance Bond shall be conditioned to ensure the full performance by the Contractor of
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all the terms and conditions of this Contract and to stand as security for the payment by
Contractor of any valid claim by City against Contractor. This provision shall survive the
termination or expiration of this Contract.
ARTICLE 7 – RIGHT OF ACCESS
7.1
City grants a limited Right of Access to Contractor for the purpose of conducting the
O&M Services described herein. Such Right of Access shall extend to Contractor and its
officers, directors, employees, contractors, agents and other representatives (“Contractor
Representatives”) bearing SIDA Badges issued by the City and verifiable credentials issued by
Contractor.
7.2
Contractor shall abide by all laws, statutes, ordinances, rules, regulations and security
requirements established by federal, state and local government agencies for the adminitration
and operation of the Airport. Notwithstanding any other provision of this Contract, City shall be
entitled, in its sole discretion and without liability, to immediately remove or terminate the
access rights of any Contractor Representative if City determines that such representative's
presence at the Airport poses an immediate and serious threat to any equipment, persons or
property located at the Airport. City shall promptly notify Contractor in writing of any such
removal or termination.
ARTICLE 8 – PERSONNEL, INFORMATION AND FACILITIES
8.1
Personnel. Contractor shall provide trained, qualified and experienced personnel employed by
Contractor in adequate numbers to perform the O&M Services set forth in this Contract. City has the
right to require any additional personnel it deems necessary for the O&M Services. The City also has the
right to require removal and replacement of any personnel it deems unsatisfactory.
8.2
Notification to City. The Contractor shall identify and request in writing from the City in a
timely manner: (i) all information reasonably required by the Contractor to perform each task comprising
the O&M Services, (ii) the City‟s personnel whose presence or assistance reasonably may be required by
the Contractor to perform each task comprising the O&M Services, and (iii) any other equipment, facility
or resource reasonably required by the Contractor to perform the O&M Services
8.3
Sub-contracting. Contractor shall not subcontract the O&M Services without prior written
approval of City.
8.4
Change in Control. The Contractor shall notify the City within ten (10) 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:
A.
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 Contractor; or
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B.
The power to direct or cause the direction of the management and policies of the
Contractor whether through the ownership of voting securities, by contract or otherwise.
ARTICLE 9 – NOTIFICATION
The City and Contractor shall cooperate with one another to fulfill their respective obligations
under this Contract. Any notice, demand, consent or other formal communication required or
contemplated by this Contract shall be in writing and shall be to City and Contractor at their
respective addresses set forth below:
For the CITY:
Aviation Department
CITY of Charlotte
PO Box 19066
Charlotte, NC 28219
Attn: Mark Wiebke, Assistant Aviation Director – Facilities
Phone: 704.359.4000
Fax: 704.359.4030
For the CONTRACTOR:
INSERT
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.
ARTICLE 10 – INSURANCE
Throughout the term of this Contract, the Contractor and any of his subcontractors will comply
with the insurance requirements described in this Article. The Contractor shall also provide any
other insurance specifically recommended in writing by the City‟s Risk Management
Department. In the event that the Contractor fails to maintain required insurance, the City shall
be entitled to terminate or suspend the Contract immediately.
The Contractor agrees to purchase and maintain the following insurance coverage during the life
of the Contract:
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A)
Automobile Liability
Insurance with 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 vehicles.
B)
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.
C) Workers’ Compensation
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.
The City shall be listed as an additional insured under the commercial general liability insurance
for operations or services rendered under this Contract.
The Contractor 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 Contractor shall
be responsible for notifying the City of any material changes (including renewals) to or
cancellation of the insurance coverages required above. The Contractor must give notice in
writing to the City within 48 hours of the changes.
The Contractor 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 self-insurance, the
Contractor must submit evidence of the right to self-insure as provided by the State of North
Carolina.
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 Contractor and/or subcontractor.
The Contractor‟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 contractor‟s operations under this
Contract. The Contractor and each of its subcontractors shall and does waive all rights of
subrogation against the City.
ARTICLE 11 – INDEMNIFICATION
The Contractor shall indemnify, defend and hold harmless the City, the Airport Advisory
Committee, and the City‟s officers, agents and employees from and against any and all claims
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(alleged or otherwise), losses, damages, obligations, liabilities and expenses, including but not
limited to attorneys' fees, arising out of or resulting from Contractor‟s performance under this
Contract, except to the extent that the claims, losses, damages, obligations, liabilities and
expenses are caused by the gross negligence or willful misconduct of the City, the Airport
Advisory Committee, or the City‟s officers, agents and employees. Contractor shall purchase
insurance, as described in Article 10 of this Contract, which insurance shall provide coverage for
the contractual liability described herein. In any case in which Contractor 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 Article on indemnification shall survive the
expiration or early termination of this Contract.
ARTICLE 12 – WARRANTIES, COVENANTS AND REPRESENTATIONS
20.1
Specific Warranties. Contractor warrants, covenants and represents that:
A.
All O&M Services furnished by Contractor will fully comply with the terms and
conditions of this Contract, attached exhibits and all applicable federal, state, and local laws,
statutes, ordinances, rules and regulations.
B.
The Contractor shall exercise a customary degree of care and diligence in performing all
O&M Services under this Contract. The Contractor shall render O&M Services under this
Contract in accordance with the customary professional standards prevailing in its industry and
for major international airports in the United States.
C.
20.2
Contractor has sufficient expertise and resources to perform under this Contract.
Additional Warranties. The Contractor further represents and covenants that:
A.
It is a corporation, duly incorporated, validly existing, and in good standing under the
laws of Delaware;
B.
It has registered with the North Carolina Secretary of State and possesses the requisite
authority to transact business in North Carolina;
C.
It has all the requisite corporate power and/or authority to execute, deliver and perform
its obligations under this Contract;
D.
The execution, delivery, and performance of this Contract have been duly authorized by
the Contractor;
E.
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; and
F.
In connection with its obligations under this Contract, it shall comply with all applicable
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federal, state and local laws and regulations and shall obtain all applicable permits and licenses.
ARTICLE 13 – TERMINATION AND SUSPENSION
13.1
Termination by City. The City may terminate the Contract at any time without cause by giving
thirty (30) days prior written notice to the Contractor. As soon as practicable after receipt of a written
notice of termination without cause, Contractor shall submit a statement to the City showing in detail the
O&M Services performed under this Contract through the date of termination. City shall pay Contractor
for O&M Services rendered prior to the date of termination and no amount shall be allowed for
anticipated profit on unperformed services. City shall also pay for any materials that Contractor has
purchased but is not able to return for a full credit.
13.2
Termination for Default by Either Party. By giving written notice, either party may terminate
this Contract upon the following non-exclusive Event of Default:
A.
The other party violates or fails to perform any covenant, provision, obligation, term, or
condition contained in this Contract but, unless otherwise provided, such failure or violation shall
not be cause for termination if the defaulting party cures such default within seven (7) days of
receipt of written notice of default from the other party. However if the party in default has
commenced a cure within the seven (7) day period and is diligently prosecuting that cure, then the
other party shall allow that party an additional reasonable period of time to complete the cure.
The notice of default shall state the party‟s intent to terminate this Contract if the default is not
22
B.
cured within the specified time period.
C.
The other party attempts to assign, terminate or cancel the Contract contrary to the terms
and conditions of the Contract; or
D.
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 the 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 shall identify this Section of the Contract and shall state the party‟s intent
to terminate the Contract if the default is not cured within the specified period.
Notwithstanding anything contained herein to the contrary, upon termination of this Contract by
the Contractor for default (except for the grounds of set forth in 12.2 .C, above), the Contractor
shall continue to perform the O&M Services required by this Contract for the lesser of: (i) six (6)
months after the date the City receives the Contractor‟s written termination notice; or (ii) the date
on which the City completes its transition to a new Service Provider.
In the event the City terminates this Contract for default by Contractor, the City may take over the
work and prosecute the same to completion by contract or otherwise. In such case, the Contractor
shall be liable to the City for any additional cost occasioned to the City thereby.
13.3
Additional Grounds for Termination for Default by the City. The City may terminate this
Contract upon written notice to the Contractor upon the occurrence of one or more of the following
events, each of which shall also constitute a non-exclusive Event of Default (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):
A.
The Contractor makes or allows to be made any material written misrepresentation or
provides any materially misleading written information in connection with this Contract or any
covenant, Contract, obligation, term, or condition contained in the Contract;
B.
The Contractor takes or fails to obtain or maintain the insurance policies and
endorsements required by the Contract, or persistently fails after notice to provide the proof of
insurance as required by the Contract.
13.4
Obligations upon Expiration or Termination. Upon expiration or termination of the Contract,
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and upon the request of the City, the Contractor agrees to cooperate in providing information known to
the Contractor regarding the O&M Services to the City and City contractors for a period of up to twelve
(12) months after expiration or termination of this Contract at Contractor‟s then-current rates.
13.5
No Effect on Taxes, Fees, Charges or Reports. Any termination of this Contract shall not
relieve the Contractor of the obligation to pay any fees, taxes, or other charges then due to the City or any
other lawful taxing authority, nor relieve the Contractor of the obligation to file any daily, monthly,
quarterly, or annual reports covering the period to termination nor relieve the Contractor from any claim
for damages previously accrued or then accruing against the Contractor.
13.6
Substitute Performance. In the event the Contractor fails to perform any part of the O&M
Services within the time frame set forth in this Contract without good cause, then, without limiting any
other remedies available to the City, the City may take either or both of the following actions:
A.
Employ such means as it may deem advisable and appropriate to continue work until the
matter is resolved and the Contractor is again able to carry out operations under this Contract; and
B.
Deduct any and all additional operating expenses incurred by the City from any money
then due or to become due the Contractor and, should the City‟s cost of continuing the operation
exceed the amount due the Contractor, collect the amount due from the Contractor.
13.7
Cancellation of Orders and Subcontracts. In the event this Contract is terminated by the City
for any reason, the Contractor shall upon the effective date of termination (unless the City‟s notice of
termination directs otherwise), immediately discontinue all O&M Services in connection with this
Contract and promptly cancel all existing orders and subcontracts which are chargeable to this Contract.
As soon as practical after receipt of notice of termination, the Contractor shall submit a statement to the
City showing in detail the services performed under this Contract through the date of termination.
13.8
Other Remedies. Upon termination 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, and in addition to any other available
remedies.
13.9
Suspension.
A.
At any time, the City may suspend Contractor‟s Services by providing written
notice of suspension to the Contractor. In the event of suspension, Contractor shall be
paid for the Services performed prior to suspension, plus reimbursable expenses incurred
prior to suspension. City shall also pay for any materials that Contractor has purchased
but is not able to return for a full credit. If such suspension continues for more than six
(6) months for reasons beyond Contractor‟s control, Contractor may terminate this
Contract immediately upon written notice to City.
B.
In the event City disputes in good faith an allegation of default by the Contractor,
notwithstanding anything to the contrary in the Contract, the Contractor agrees that it will
not terminate the Contract or suspend or limit the Services unless (i) the parties agree in
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writing, or (ii) an order of a court of competent jurisdiction determines otherwise.
13.10 Transition Services Upon Termination/Expiration. Upon termination or expiration of this
Contract, the Contractor shall cooperate with the City to assist with the orderly transfer of the O&M
Services to a substitute provider identified by City. Prior to termination or expiration of this Contract, the
City may require the Contractor to perform certain transition services necessary to shift the O&M
Services to substitute provider or to the City itself as described below (the “Transition Services”).
Transition Services may include but shall not be limited to the following:
A.
Working with the City to jointly develop a mutually agreed upon Transition Services
Plan to facilitate the transfer of the O&M Services;
B.
Performing the Transition Services Plan action items;
C.
Answering questions regarding the Transition Services or Transition Services Plan on an
as-needed basis; and
D.
Providing such other reasonable services needed to effectuate an orderly transition to a
substitute provider.
Upon the request of the City, the Contractor agrees to cooperate in providing information known
to the Contractor regarding the O&M Services to the City and City contractors for a period of up
to twelve (12) months after expiration or termination of this Contract at Contractor‟s then-current
rates.
ARTICLE 14 – REMEDIES
14.1
Right to Cover. If the Contractor fails to provide the O&M Services in accordance with the
terms and conditions set forth in this Contract (including the Exhibits), the City may take any of the
following actions with or without terminating this Contract, and in addition to and without limiting any
other remedies it may have:
A.
Employ such means as it may deem advisable and appropriate to perform the Services
itself or obtain the Services from a third party until the matter is resolved and the Contractor is
again able to resume performance under this Contract; and
B.
Deduct any and all expenses incurred by the City in obtaining or performing the Services
from any money then due or to become due the Contractor and, should the City‟s cost of
obtaining or performing the Services exceed the amount due to the Contractor, collect the amount
due from the Contractor.
However, if after receipt of written notice from City of Contractor‟s failure to provide the
Services in accordance with the terms and conditions of this Contract, Contractor has commenced
a cure within a reasonable period of time following such notice and is diligently prosecuting the
cure, then City will delay the exercise of its rights under this provision while allowing Contractor
an additional reasonable period to time to complete the cure.
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14.2
Right to Withhold Payment. If the Contractor breaches any provision of this Contract and fails
to cure that breach within thirty (30) days of written notice of the breach, the City shall have the right to
withhold all payments due to the Contractor until such breach has been fully cured. However, if the
Contractor has commenced a cure with the thirty (30) day period and is diligently prosecuting that cure,
then City shall allow Contractor an additional reasonable period of time to complete the cure.
14.3
Setoff. Each party shall be entitled to set off and deduct from any amounts owed to the other
party all damages and expenses incurred as a result of the other party‟s breach of this Contract.
14.4
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.
ARTICLE 15 – GENERAL COMPLIANCE WITH LAWS
The Contractor shall comply with all Federal, state, and local laws, statutes, ordinances, and
regulations (the “Laws and Regulations”) applicable to the O&M Services provided herein. If,
due to conflicts between two or more such Laws and Regulations or due to conflicts in the
interpretation or enforcement of such Laws and Regulations by courts or governing bodies having
jurisdiction over the CWAS or Airport, the Contractor is unable to comply with such Laws and
Regulations, the Contractor shall exercise usual and customary professional care in complying
with such Laws and Regulations.
Contractor 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
include, but shall not be limited to workers' compensation, the Fair Labor Standards Act (FSLA),
the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), and all
Occupational Safety and Health Administration (OSHA) regulations applicable to the O&M
Services.
ARTICLE 16 – COMPLIANCE WITH SECURITY MEASURES.
Contractor acknowledges and agrees that:
A.
Access to the secured area of the Terminal is subject to security measures imposed by the
United States (“Airport Security Program”) and enforced by the Transportation Security
Administration;
B.
Access to the Airport‟s secured areas or the airfield by Contractor shall be limited to and
conditioned upon compliance with the Airport Security Program;
C.
Employees, subcontractors, vendors, agents or other representatives of Contractor who
require regular access to the Airport‟s secured areas or airfield will have to apply for and qualify
26
for SIDA Badges issued by the Airport‟s Operations Department; and
D.
City shall not be liable to Contractor for any diminution or deprivation of Contractor‟s
rights under this Contract on account of the inability or delay of Contractor or its employees,
subcontractors, vendors, agents or other representatives to obtain a SIDA Badge, regardless of the
reason.
ARTICLE 17 – DRUG FREE WORKPLACE REQUIREMENTS
The Contractor shall provide a drug-free workplace during the performance of this Contract. This
obligation is met by:
A.
Notifying employees that the unlawful manufacture, distribution, dispensation,
possession, or use of a controlled substance is prohibited in the Contractor‟s workplace and
specifying the actions that will be taken against employees for violations of such prohibition;
B.
Establishing a drug-free awareness program to inform employees about (i) the dangers of
drug abuse in the workplace, (ii) the Contractor‟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;
C.
Notifying each employee that as a condition of employment, the employee will (i) abide
by the terms of the prohibition outlined in this Article 16 and (ii) notify the Contractor of any
criminal drug statute conviction for a violation occurring in the workplace not later than five (5)
days after such conviction;
D.
Notifying the City within ten (10) days after receiving from an employee a notice of a
criminal drug statute conviction or after otherwise receiving actual notice of such conviction,
unless otherwise forbidden to communicate such information to third parties under the
Contractor‟s drug-free awareness program or other restrictions;
E.
Imposing a sanction on, or requiring the satisfactory participation in a drug counseling,
rehabilitation or abuse program by an employee convicted of drug crime;
F.
and
Making a good faith effort to continue to maintain a drug-free workplace for employees;
G.
Requiring any party to which it subcontracts any portion of the work under the Contract
to comply with the provisions above.
If the Contractor is an individual, the requirement is met by not engaging in the unlawful
manufacture, distribution, dispensation, possession, or use of a controlled substance in the
performance of this Contract.
Failure to comply with the above drug-free workplace requirements during the performance of
27
the Contract shall be grounds for suspension, termination or debarment.
ARTICLE 18 – NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS
As a condition of entering into this Contract, the Contractor 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 Charlotte City Code, and consents to be bound by the award of any arbitration
conducted thereunder. As part of such compliance, the Contractor 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 Contractor retaliate
against any person or entity for reporting instances of such discrimination. The Contractor 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 Contractor 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 Contractor from participating in
City contracts or other sanctions.
As a condition of entering into this Contract, the Contractor further 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 (60) days after the request a truthful and
complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used
on City contracts in the past five (5) years, including the total dollar amount paid by contractor on
each subcontract or supply contract. The Contractor 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 Contractor 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 Contractor from participating in City contracts and/or other sanctions.
ARTICLE 19 – E-VERIFY COMPLIANCE
The Contractor understands that “E-Verify” refers to the federal E-Verify program operated by
the United States Department of Homeland Security and other federal agencies, or any successor
or equivalent program used to verify the work authorization for 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. Employers subject to these laws must use E-Verify prior to entering
into any contract with the City. Each employer, after hiring an employee to work in the United
States, shall verify the work authorization of the employee through E-Verify in accordance with
28
Article 2 of Chapter 64 of the North Carolina General Statutes. Subcontractors/subconsultants
must also comply with E-Verify and the Contractor will ensure compliance by any
subcontractors/subconsultants hired by the Contractor. By executing this Contract, the Contractor
affirmatively attests to compliance with the E-Verify program.
ARTICLE 20 – CONFIDENTIALITY REQUIREMENTS
24.1
Contractor shall comply with the Confidentiality Requirements set forth in Exhibit B at all times
during the Term of this Contract.
24.2
Advertising, sales promotion or other materials of the Contractor or its employees,
subcontractors, vendors, agents or representatives shall limit the identification or reference to this
Contract and the O&M Services. Descriptions of design or layout of the BHS shall not be included in
advertising, sales or other materials. As a condition of entering into this Contract, the Contractor further
agrees to refrain from the following, absent the City‟s prior written approval: (1) making any statement to
the media or public regarding the subject matter of this Contract or the City‟s position on any issue
relating to this Agreement; or (2) making any statement to the media or public on any issue which, in the
City‟s judgment, is likely to cast doubt on the competence or integrity of the City or the Contractor.
Failure to comply with this Article by the Contractor shall constitute a material breach and, without
limiting any other remedies the City may have, shall entitle the City to terminate this Contract for default.
ARTICLE 21 – SENSITIVE SECURITY INFORMATION
Contractor acknowledges that certain documents and/or information that it may obtain in
connection with this Contract may be subject to confidentiality under the Sensitive Security
Information (“SSI”) Policy administrated by the Transportation Security Administration (“TSA”).
SSI must be protected as required by 49 Code of Federal Regulations (“CFR”) Part 150. Should
Contractor come into possession of documents and/or information marked SSI by the TSA,
Contractor shall safeguard such documents and/or information as described in 49 CFR Part 1520
and shall not divulge such information and/or documents without first obtaining the written
approval of City and the TSA.
ARTICLE 22 – ENVIRONMENTAL REQUIREMENTS
Contractor will be responsible for any costs (direct or indirect) associated with damage and/or
cleanup of a hazardous substance spilled, leaked or improperly stored by the Contractor or its
employees, subcontractors, vendors, agents or other representatives. This responsibility shall
extend to freight carriers who were hired by the Contractor to deliver the commodity or service to
the City. While on Airport premises, Contractor shall comply with all federal, state and local
laws, rules, regulations and ordinances and Airport policies and procedures governing the proper
handling of hazardous substances.
For the purpose of this section, hazardous substances shall be defined as any substance, which
when discharged in any quantity may present an imminent and substantial danger to the public
health, welfare and/or environment. Contractor agrees to indemnify, defend and hold the City
29
harmless against all suits, losses, claims, costs, damages, demands, penalties, fines, liabilities and
expenses, including attorney‟s fees, claimed or incurred by reason of any bodily injury, death
and/or property damage resulting from the placement of any such hazardous substances at the
Airport.
All spillages contaminations must be corrected on an immediate basis to the satisfaction of the
City. All associated cost including materials and labor shall be borne by the Contractor. Damage
resulting from a spillage or contamination shall be the responsibility of the Contractor.
Contractor shall immediately notify the City of all spillages or contaminations.
ARTICLE 23 - MISCELLANEOUS CONDITIONS
23.1
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; or (ii) constitute such parties as
partners, joint-venturers, co-owners or otherwise as participants in a joint or common undertaking.
23.2
Governing Law and Jurisdiction. The parties acknowledge that this Contract is made and
entered into in Charlotte, Mecklenburg County, North Carolina. The parties further acknowledge and
agree that North Carolina law shall govern all rights, obligations, duties, and liabilities of the parties to
this Contract, and that North Carolina law shall govern interpretation of this Contract and any other
matters relating to this Contract (all without regard to North Carolina conflicts of laws principles).
The parties further agree that any and all legal actions or 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 that they may have with respect to venue in any of the
above courts.
23.3
Amendment. No amendment or change to this Contract shall be valid unless in writing and
signed by both parties to this Contract.
23.4
Binding Nature and Assignment. This Contract shall bind the parties and their 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.
23.5
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 the Contract so long as
the material purposes of the 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.
23.6
Approvals. All approvals or consents required under this Contract must be in writing.
30
23.7
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.
23.8
Interest of the Parties. The Contractor covenants that its officers, employees, shareholders and
sub-consultants have no interest and shall not acquire any interest, direct or indirect, which would conflict
in any manner or degree with the performance of the O&M Services required to be performed under this
Contract.
23.9
Taxes. The Contractor shall pay all applicable Federal, State and local taxes that may be
chargeable against the performance of the O&M Services.
23.10 Survival of Provisions. Those Articles of this Contract and the Exhibits that by their nature
would reasonably be expected to continue after the termination of this Contract shall survive the
termination of this Contract.
23.11 Endorsement of Documents. The Contractor shall sign and seal, or shall cause to be signed and
sealed, with the appropriate North Carolina Professional Seal, all plans, specifications, calculations,
reports, plats, and construction documents prepared by the Contractor.
23.12 Entire Contract. This Contract is the entire Contract between the parties with respect to its
subject matter, and there are no other representations, understandings, or Contracts between the parties
relative to such subject matter. This Contract supersedes all prior Contracts, negotiations, representations,
and proposals, whether written or oral, except to the extent such prior Contracts, negotiations,
representations and proposals are incorporated by reference into this Contract.
ARTICLE 24 – 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 Contractor of the non-appropriation 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 non-appropriation of funds shall constitute a breach of or default under
this Contract.
ARTICLE 25 – CHARLOTTE BUSINESS INCLUSION PROGRAM
The City has negotiated a goal with Company as part of City‟s Charlotte Business Inclusion
Program. The goal and requirements are set forth in Exhibit C, attached hereto and incorporated
herein by reference.
[SIGNATURE BLOCK APPEARS ON FOLLOWING PAGE]
31
IN WITNESS WHEREOF, and in acknowledgment that the parties have read and
understood each and every provision of this Contract, the parties have caused this Contract to be
executed as of the Effective Date.
________________________________________________
Federal Tax I.D.:
By:
______________________________________________________
______________________________________________________
Printed Name: ______________________________________________________
Title: ______________________________________________________
Date: ______________________________________________________
CITY OF CHARLOTTE
By:
______________________________________________________
Printed Name: Brent D. Cagle
Title: Interim Aviation Director
Date: ______________________________________________________
This instrument has been preaudited in the manner required by the "Local Government Budget
and Fiscal Control Act".
________________________________
Name/Signature
Date
____________________
32
EXHIBIT A
STATEMENT OF WORK
33
EXHIBIT B
CONFIDENTIALITY REQUIREMENTS
34
EXHIBIT C
CHARLOTTE BUSINESS INCLUSION PROGRAM
35
ATTACHMENT 1
SBOP Form 4
36
Form 4
Letter of Intent
Within (3) Business Days after receiving a request from the City (or within such longer time as may be communicated by the City in writing),
Bidder/Proposer must submit a separate Letter of Intent for each SBE listed on Form 3. Each Letter of Intent must be executed by both the SBE and
the Bidder/Proposer.
Contract Name:
Contract Number
To be completed by the Bidder/Proposer
Name of Bidder:
VMS #:
Address:
Contact Person:
Email:
Telephone:
Fax:
Identify the scope of work to be performed or item(s) to be supplied by the SBE: ______________________________________
Cost of work to be performed by SBE:
$
Cost of work to be performed by SBE as a percentage of total amount of City contract:
%
To be completed by SBE
Name of SBE:
VMS #:
Address:
Contact Person:
Email:
Telephone:
Fax:
NOTE: SBEs must be actively Certified with the City, as of the Bid Opening, in order to be counted towards the
Established SBE Goal for the project.
Upon execution of a Contract with the City for the above referenced project, the Bidder/Proposer certifies that it intends to
utilize the SBE listed above, and that the description, cost and percentage of work to be performed by the SBE as described
above is accurate. The SBE Firm certifies that it has agreed to provide such work/supplies for the amount stated above.
Bidder/Proposer:
Date:
Signature and Title
SBE Firm:
Date:
Signature and Title
Revised 4.8.14