REQUEST FOR
QUALIFICATIONS
Real Estate Appraisal and Review Appraisal Services
for the
Charlotte Douglas International Airport
for the Land Acquisition Program
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INTRODUCTION
The City of Charlotte(“City”), owner and operator of the Charlotte Douglas
International Airport (“Airport”) is soliciting responses to a Request for
Qualifications (“RFQ”) from firms to provide real estate appraisal services for the
Airport as described in Exhibit A – Real Estate Appraisal and Review Appraisal
Services (the “Services”). The City is seeking firms whose combination of
experience and personnel will provide timely, cost-effective and quality professional
services to the City. The City intends to award multiple contracts as a result of this
RFQ and assign specific parcels to each of the successful firms for either appraisal
services or review appraisal services.
Information related to this solicitation, including any addenda, will be posted to the
Airport’s Website on the Advertisement for Bids page. The RFQ may be picked up in
person at 5601 Wilkinson Boulevard, Charlotte, North Carolina 28208 or accessed
electronically on the Airport’s Website referenced above.
For questions related to this RFQ contact:
Kevin Hennessey, Community Programs Manager
Charlotte Douglas International Airport
5601 Wilkinson Boulevard
Charlotte, NC 28208
Phone: 704.359.4008
Email: kmhennessey@cltairport.com
SCHEDULE OF EVENTS
Advertisement
December 9th, 2013
Due Date of Proposals
Submit to:
January 3rd, 2014
Kevin Hennessey, Community Programs Manager
Charlotte Douglas International Airport
5601 Wilkinson Boulevard
Charlotte, NC 28208
Selection Announcement
February 2014
Submittals received after the due date and time will be returned unopened to
Respondent.
All submittals shall be valid for a minimum of one hundred eighty (180) days from
the above Due Date. Submittals may be withdrawn by written notice received at
the address above at any time prior to Due Date.
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RFP PREPARATION INSTRUCTIONS
1.
Submission Requirements
Respondents shall submit a response that is clear, concise and complete. The
response shall demonstrate the Respondent’s qualifications and experience to
provide the Services.
The submittal shall conform to the requirements of the RFQ. Failure to submit
information required by this RFQ or in the format specified in this RFQ may be
cause for disqualification. The Respondent is responsible for being familiar with all
sections of this RFQ and fully informed of all requirements in preparing their
submittal. Only a submittal that provides all of the required services and meets all
of the requirements of this RFP will be considered responsive.
2.
Format and Content
Submittals shall be prepared in accordance with the format specified in this section.
a. Copies – One original plus two copies (three in total) shall be submitted as
well as an electronic copy in searchable text format.
b.
Due to the demands on the time of the Selection Committee members,
please limit your submittal to 25 pages and number all pages. Type size should be
no smaller than 11 points for narrative sections, but may be reduced for captions,
footnotes, etc. as required while still maintaining legibility. If the Respondent wishes
to submit a company brochure, this can be done under separate cover. The brochure
will not be used in the selection process and may be retained in the City files.
c. Submittals shall be submitted in a sealed package, clearly marked in the
lower left hand corner as:
SUBMITTAL REQUEST FOR QUALIFICATIONS
REAL ESTATE APPRAISAL AND REVIEW APPRAISAL SERVICES
The submittal shall be organized as follows:
Cover Page
Introductory Letter
Proposed Staff and Experience
Services Approach
Commercial Non-Discrimination Certification
E-Verify Certification
DBE Form 3 – Subcontractor/Supplier Utilization Commitment
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NOTE: Form copies of the Commercial Non-Discrimination Certification and the EVerify Certification are contained in Exhibit B hereto.
3.
Introductory Letter
The introductory letter should be addressed to:
Kevin Hennessey, Community Programs Manager
Charlotte Douglas International Airport
5601 Wilkinson Boulevard
Charlotte, North Carolina 28208
The introductory letter must contain:
Signature by an official authorized to bind the Respondent.
Summary of staff including Project Manager and key participants.
4.
Proposed Staff and Experience
This section of the response shall present the Respondent’s staffing for the services,
including the identity of any subconsultants/subcontractors. The primary focus of
this section will be on the specific people to be assigned and their individual
experience and qualifications for their proposed assignments. This section shall
identify key staff who will provide the services.
Capsule resumes highlighting relevant experience shall be included for all key staff.
5.
Services Approach for Management, Scope, Schedule and Cost Control
This section of the offer shall present the Respondent’s approach to providing the
Services to the City and its staff. It shall address the Respondent’s approach to
working relationships with the City staff, other agencies and participating
organizations. It shall include the Respondent’s approach to managing the
schedule for their work and all Services identified in this scope. It should include
any other information helpful to the Selection Committee in determining the
Respondent’s ability to support the timely completion of the Services.
6.
Interpretation and Addenda
In the event that it becomes necessary to revise any part of this RFQ, all revisions
will be described in an addendum posted to the Airport’s Website on the
Advertisement for Bids page. The City will not be responsible for any oral
instructions or any written materials provided by any person other than the
Community Programs Manager identified in this RFQ. Each Respondent shall
acknowledge receipt of all addenda issued under this RFQ by number and date, to
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be included in their submittal. Respondent is not required to include copies of the
addenda with the submittal.
Should a Respondent have questions, observations or comments related to any
section of this RFQ, the Respondent shall notify the City in writing (written form or
electronically). The City will review each question/comment and formulate a
response in the form of an addendum. The City will not respond to any
questions/comments orally. Written questions/comments (electronic is preferred)
must be received no later than December 18th, 2013 at the following address:
Kevin Hennessey, Community Programs Manager
Charlotte Douglas International Airport
5601 Wilkinson Boulevard
Charlotte, North Carolina 28209
kmhennessey@cltairport.com
All communication, of any nature with respect to this RFQ, shall be to the
Community Programs Manager identified in this RFQ. Under no circumstances shall
any prospective respondent be permitted to discuss this solicitation or their
anticipated response with any member of the Selection Committee, the City or
Airport staff.
7.
Signature
All documents requiring signature shall be signed by an individual or individuals
authorized to execute legal documents on behalf of the party (ies) represented.
8.
Evaluation of Submittals
Submittals will be evaluated on the firm’s/team’s demonstrated ability to and experience
in providing the professional services described herein. Evaluation Criteria are as
follows:
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Experience in providing similar services for similar projects under 49 CFR Part
24, Uniform Relocation Assistance, and Real Property Acquisition for Federal
and Federally Assisted Programs;
Qualifications, certifications, abilities, demonstrated experience on similar
projects and geographic location of key individuals identified in the Qualifications
Package;
Recent experience with projects comparable to the proposed work;
Proven aviation experience and knowledge of FAA standards and regulations, in
particular current FAA Advisory Circular (AC) 150/5100-17 and FAA
Administration Order 5100.38B, and any and all applicable and related federal,
state, and local laws and requirements;
Resumes of proposed project and management personnel;
A working office in the Charlotte metro area;
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Current workload of key personnel to be assigned to the project;
Execution of the attached Commercial Non-Discrimination Certification Affidavit;
Execution of the attached Schedule of DBE Participation Form;
Qualifications and experience of proposed sub-consultants with comparable
projects;
Qualifications package responsiveness, appearance and presentation;
Compliance with DBE program.
A Selection Committee will be appointed by the Airport. Contact with any of these
representatives regarding this RFQ or the selection process is prohibited.
After the date for receiving submittals has passed, all submittals shall be reviewed
to determine compliance with the requirements of the RFQ. Responses not in
compliance with RFQ requirements will be declared non-responsive and
Respondents will be notified. The Selection Committee will be given all submittals
that meet the requirements of the RFQ. The Selection Committee will evaluate the
submittals using the Evaluation Criteria.
9.
State and Federal Provisions
All contracts, subcontracts and purchase orders resulting from this RFQ will contain
all State and Federal contract provisions required by law.
10.
Disadvantaged Business Enterprise (“DBE”) Program
The Services provided under this RFQ will be funded in whole or in part by federal
grant funds are therefore subject to the DBE Program. Requirements for
compliance with the DBE Program and form copies of DBE Form 3 –
Subcontractor/Supplier Utilization and DBE Form 6 – Payment Affidavit for
Subcontractor/Supplier Utilization are contained in Exhibit C.
11.
Cost of RFP Preparation
City shall not be liable for any expenses incurred by any Respondent. Respondent
shall not include any expenses as part of the price proposed in response to the
RFQ. Each Respondent shall hold City harmless and free from any and all liability,
claims, or expenses incurred by, or on behalf of, any person or organization
responding to this RFQ.
12.
Reserved Rights/Limitation on Funding
City makes no representations that a contract will be awarded as a result of this
solicitation. City reserves the right to waive any minor irregularities that may be
contained in this RFQ. The City reserves the right to reject all submittals and resolicit or cancel this RFQ if deemed by City to be in its best interest, without
indicating any reasons for such action(s). The City reserves the right to defer, cancel
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or add projects, to revise the final scope of requested services and to determine the
final schedule for all projects.
By responding to this RFQ, Respondents certify that they have reviewed the Airport’s
standard agreement for professional services and if selected, will execute the City’s
required agreement without modification or exceptions. A copy of the Airport’s
agreement for professional services is attached to this RFQ as Exhibit D for your
reference.
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EXHIBIT A
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REAL ESTATE APPRAISAL and APPRAISAL REVIEW SERVICES
Appraisers selected under this RFQ will generally be required to:
1. The Consultant shall perform all appraisal services necessary within the
specified time limits. All appraisal services and analysis assignments shall
be performed and prepared in conformance with the current Uniform
Standards of Professional Appraisal Practice (USPAP), the Uniform
Relocation Assistance and Real Property Acquisition for Federal and
Federally Assisted Programs Act of 1970 (the Uniform Act), as amended
and as regulated by 49 CFR Part 24, North Carolina Department of
Transportation Right of Way Manual, State of North Carolina Code, State
of North Carolina Condemnation Case Law, Federal Aviation
Administration Order 5100.38B and Advisory Circular (AC) 150/5100-17,
Federal Highway Regulations and any additional requirements set forth by
the City of Charlotte Aviation Department. The Consultant may obtain a
copy of said appraisal standards from the appropriate organizations.
Note: These standards are updated periodically.
It is the
Consultant’s responsibility to use the “latest edition”.
2. Appraisal Services: The appraisal consultant shall perform or have
performed all services necessary to make an estimate of market value for
parcels identified by the Community Programs Manager and shall deliver
in electronic form (PDF) for each parcel to the Community Programs
Manager.
Self-Contained Appraisal Reports may be ordered by the Airport for any type of
appraisal issue, including partial acquisition with consideration of severance
damages and special benefits.
The Self-Contained Report lends itself to
complicated appraisal issues where there may be poorly defined or limited market
information, where the acquisition may have severe impact, or in other situations
when a high degree of detail is desired. Updated Self-Contained Appraisal Reports
may be required at the discretion of the City.
Summary Appraisal Reports may be ordered by the City of Charlotte for any
type of appraisal issue, including partial acquisitions with consideration of
severance damages and special benefits. The Summary Report lends itself to
uncomplicated appraisal issues where there is well-defined market information and
thus no need for a high degree of detail. Updated Summary Appraisal Reports may
be required at the discretion of the City.
The following Appraisal Report Format Outline is to be used with either SelfContained Appraisal Report [2-2(a)] or Summary Appraisal Report:
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Certificate of Valuation (to be attached as front page):
Date of Value;
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Date of Report; and,
Other Standard Information.
Street Address of Location
Property Owner Name(s) & Address
Legal Description
Property Inspection
Date of Inspection;
Names of those present at inspection; and,
Extent of Inspection.
History of Property
Description of Property
Property Type;
Existing Use (if property is rented, describe each lease or rental agreement;
identify each tenant-owned building, structure and other improvement);
Land (identify & describe multiple tracts separately); and
Building(s)
Other Pertinent Features
Exhibits
Photographs;
Parcel Sketch;
Floor Plan Sketch; and
Other pertinent exhibits (optional)
Zoning, Land Use Planning, Concurrency
Assessed Value, Taxes & Special Assessments
Property Interest Appraised
Public and Private Restrictions; and
Outdoor Advertising Billboards, if applicable
Purpose and Intended Use
The purpose of the appraisal is to estimate the market value.
The intended use is to estimate market value of the parent tract, the
property to be acquired, the remaining property, the damages, and special
benefits, if any. Includes identification of an abbreviated parent tract, when
applicable.
Market Value Definition
The most probable price in cash, as of a specified date, financial
arrangements equivalent to cash, or in other precisely revealed terms, for
which the appraised property will sell in a competitive market under all
conditions requisite to fair sale, in an arms-length transaction with the buyer
and seller each acting prudently, knowledgeably, and for self-interest, and
assuming that neither is under duress.
Collecting, Confirming and Reporting Data
This following information section should be included in Self-Contained Appraisal
Reports, Summary Appraisal Reports and the Site Data Book if applicable:
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Collecting Data;
Confirming Data;
Confidential Information;
Reporting;
Data Book Format;
Sales Data Sheet Format; and,
Market or Specialized Studies.
Highest and Best Use
Land as vacant; and
Property as improved.
Discussion and support of the following criteria, including market demand
and timing.
Land Valuation (of whole or "Before" property):
Sales Comparison Approach
Direct Comparison of Sales (sale of subject must be considered, not if too
old);
Use of listings and contacts (listing of subject must be considered); and
indicate value.
Cost Approach
Building Cost Estimate (cost of subject must be considered);
Entrepreneurial Profit or Loss;
Accrued Depreciation Estimate and
Indicated Value of Cost Approach, summarized:
Reproduction/Replacement (specify) Cost New
Less: Total Accrued Depreciation
Depreciated Value of the Improvements
Plus: Contributory Value of Site Improvements
Plus: Site/Land Value
Indicated Value by the Cost Approach
Income Approach
Gross Rent Estimate (contract or offered subject rent must be considered);
Vacancy Collection Loss;
Expenses and Net Income;
Capitalization and Rate Selection; and
Indication of Value by Income Approach
Reconciliation of Approaches
Cost;
Sales Comparison;
Income; and
Reconciliation explanation.
Final Conclusion of Fair Market Value of the Whole/Before Property
 Described additional information - This item may be included in reconciliation
if tenant owned improvements (other than billboards) state:
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Final
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Contributory value to whole as though not leased;
Appraisal of Outdoor Advertising Billboards Affected by the Acquisition.
Partial Take Consideration:
Part Taken (Description and allocation of Land and Improvement Values).
The Remainder (The appraisal supports and reporting requirements follow
the intent of those for the whole (before) property appraisal).
Appraisal After Acquisition
Appraisal Problem
Description of Remainder
Effect of Acquisition on Remainder
Highest and Best Use of Remainder
Valuation of Remainder
Reconciliation of Remainder Value Indications:
Cost
Sales Comparison
Income
Explain reconciliation
Approaches to value omitted as not applicable may be included in
Reconciliation.
conclusion of fair market value of the remainder property
Damages to the Remainder (If no damages, so state)
Compute and Support
Non-comparable Causes
Include legal instructions
Cost to Cure
Insignificant (minor)
Significant
Steps Required
Valuation of Remainder Uncured
Valuation of Remainder Cured
Special Benefits (Explain and support)
Environmental contamination clean up costs
Summary of Values
Addendum (Include only applicable items)
Neighborhood map - show Project
Maps of comparable sales - show Project and subject
Copies of comparable sales (data) sheets used in direct comparison
List of trade fixtures and equipment considered to be real property, and
contributory value of
each item
Contractors, or Specialist's estimate
Copy of last instrument of conveyance
Initial Contact Notification Letter
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Qualifying and Limiting Conditions
Appraiser Qualifications
When a project data book is not required, data should be presented in the format of
the Sales Data Sheet, described below, and included in the Addenda to the
appraisal report.
When an appraisal assignment involves several parcels, a project data book may be
required in the contracted appraisal services.
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The objectives of a project data book are to:
Present the descriptions, definitions and general market information which
the appraiser considered in preparing the parcel appraisal reports;
Present the data and explain the reasoning that supports the appraisers
analyses, opinions and conclusions drawn from the market information; and
Eliminate unnecessary repetition of the foregoing in each of the project
appraisal reports. The data book, when utilized, must be kept current by the
appraiser over the period of time required to complete the appraisal services
on the Project, including expert witness contract services. Include the
following in the Data Book, as appropriate:
Letter of Transmittal. Identify Section/Job No., (if applicable), and beginning
and ending survey station numbers (if available).
Table of Contents. List in order the major sections of the data book. The data
book must include tabbed section dividers.
Area and neighborhood description and analysis as applicable to parcels in
the assignment Maps of, and regulations pertinent to, the Project area
including zoning, concurrency, flood plain, water management district, and
other jurisdictional lines.
Brief descriptions of applicable approaches to value, including definitions, e.g.
market value, highest and best use, etc…
Data Studies: Describe time period and boundaries of the area(s) searched.
Provide market data analysis, including support of graphs, charts, and
adjustments to be applied to comparable sales. (Definitions may be included,
as appropriate in the data studies.)
Analysis of Income Data - development of income, expenses and
capitalization rates.
Data used consistently throughout the assignment. References to the Data
Book can be made in the report, eliminating duplication.
Sales (data) maps and other maps deemed pertinent. Maps must be of
sufficient scale size and quality to readily locate the data and show their
relationship to the Project location. A map showing updated data must
accompany each subsequent submission. The appraiser should mark the new
data on the original sales map, so that the copy submitted includes both
previous and newly submitted data.
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Index by type of transaction (sale, rental, etc.) and property use (vacant
residential, improved residential, vacant commercial, etc.), listed in
chronological order, by Deed Book (DB) and page numbers (if unrecorded, a
simple number should be assigned), county, date, price, size, and unit price.
Sales Data Sheets (rents, listings, etc.)
The research of other sales, but not presented in the Data Book, shall be
listed by DB and Page number. The appraiser shall state the reasons why
the other sales they were not presented in the data book.
Sales Data Sheet Format: (Use also for rents, listings, etc.)
Include (IN THE FOLLOWING ORDER) for each transaction:
Recording data - County, DB and page number,
Grantor (Lessor);
Grantee (Lessee);
Date of transaction;
Date inspected;
Dimensions and size;
Consideration;
Unit price;
Type of Instrument;
Location (by address, brief legal description or physical location description);
Zoning (including, if applicable, a brief description of impact from land use
plan and/or concurrency programs at the time of transaction);
Present use;
Highest and Best use at time of transaction;
Condition of transaction;
Type of financing, terms, period of repayment, effect on price, (if any);
Encumbrances, if any, including brief discussion on those which limited
highest and best use, or affected price
Type of improvements - site & building (water/sewage, paving, number of
parking space dimensions, units, rooms, age, condition, etc.);
Various on-site utilities, or distance to available utilities, particularly water
and sewer,
Verification information;
Motivation of parties;
Analysis of pertinent information including cash equivalency consideration;
Remains (Tax ID number is desirable);
Property sketch. The sketch does not have to be to scale, but should be
proportional.
Reproduction from a tax map, ROW map, or a carefully prepared drawing is
acceptable, but must be legible and show (as applicable):
Location in relationship to property boundaries, shape, and approximate size
of building improvements
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Location and identification of significant site improvements, e.g. paving,
parking spaces, signs, pumps, wells, etc.
 location, dimensions and user/type identification of any easements,
jurisdictional lines and unusual natural or man-made features affecting price
 distance and direction of site to locatable geographical features or
intersections
 north arrow
 Photographs. Must be representative of the property depicted, and must
show each major improvement. Photos must be identified as to date taken,
and by whom. Color photos should be used; however, black and white aerials
may show large properties; and,
 Copy of transaction instrument.
Market or Specialized Studies:
Studies performed by the appraiser, whether included in the original data book as a
supplementary study, must comply with the intent of the USPAP and Federal
Review Standards in that:
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The purpose, scope, methodology and techniques of the study must be
concisely described;
 Persons, other than the Appraiser, who provide significant contribution to the
study must be named and identified;
 Market data must be verified and the source of verification should be
reported as described in Sales Data Sheet requirements; and,
 The appraiser's analysis of information and conclusions based on the study
must be described and supported to the same extent as required herein for
other appraisal conclusions.
If a specialist’s study or estimate is obtained, the report must be included in the
Addenda. The appraiser's estimate of the specialty item must reflect the items
contribution to market value, which may or may not be the same as the specialist's
estimate. The appraiser must explain how such item contributes to market value.
Assumptions and Limiting Conditions should be included in the Addenda to the
report, and must not be generic, but should be applicable to the appraisal being
prepared.
If the appraiser unilaterally makes any assumptions or imposes any limitation that
affects market value, the report must adequately support an estimate of market
value “as is” or without regard to the assumption or limitation. Failure to do so
may render the report unacceptable.
3. Date of Valuation: Unless otherwise agreed to in writing by the City, the
date of valuation for appraisals will be the date of the appraisal
consultant’s last inspection of the property. This date shall be no more
than 30 days prior to the submittal of the report to the City. If the
appraisal consultant is requested to make corrections on any report by
the Real Estate Appraisal Manager, the consultant will still be required to
submit the report no more than 30 days after the last property inspection.
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This may mean the appraisal consultant will have to re-inspect the
property if corrections are requested. The appraiser will be instructed to
either appraise each parcel as of a current date or to appraise as of a
certain date (date of deposit). If no value date is specified then valuation
as of a current date is assumed.
4. Inspection of the Property: Appraisers will conduct a site visit to inspect
the property. The Appraisal Consultant will make every reasonable effort
to contact the property owner prior to site inspection. The Appraisal
Consultant must allow the property owner or representative to accompany
the appraiser on the site inspection. The Appraisal Consultant is required
to document their efforts to reach the property owner or representative. If
the property owner or representative does not accompany the appraiser
on the site inspection, the Appraisal Consultant must document the
reason.
5. Verification of Comparable Sales: Per 49 CFR Part 24, § 24.103 (iii) The
appraisal must contain a description of comparable sales (5 year sales
history required) including a description of all relevant physical, legal,
and economic factors such as parties to the transaction, source and
method of financing, and verification by a party involved in the
transaction.
6. Appraisals for Property Owners: The Appraisal Consultant and/or any
associates agree not to engage in any property owner appraisal work for
parcels contained in task assignments under this contract.
7. Support Services: Professional and specialty services beyond the
professional ability of the appraiser may be required to complete the
appraisal report. Supplemental professional services include, but are not
limited to, sign specialists, aerial photographers, fixture appraisers and
general contractors. In these instances, the appraisal consultant shall
acquire the services of subconsultants as necessary to support their
appraisal.
8. Litigation Support Services: The Appraisal Consultant may be required to
perform litigation support services. Litigation Services may include, but
are not limited to, Pre-trial or pre-hearing preparation, participation in
mediation proceedings, preparation of court exhibits, attendance at
depositions, attendance at pre-trial hearings, attendance at condemnation
hearings and/or any other service deemed necessary by the City
Attorney.
REVIEW APPRAISERS will generally be required to:
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1. The Consultant shall perform all review appraisal services necessary
within the specified time limits. All review appraisal services and analysis
assignments shall be performed and prepared in conformance with the
current Uniform Standards of Professional Appraisal Practice (USPAP), the
Uniform Relocation Assistance and Real Property Acquisition for Federal
and Federally Assisted Programs Act of 1970 (the Uniform Act), as
amended and as regulated by 49 CFR Part 24, North Carolina Department
of Transportation Right of Way Manual, State of North Carolina Code,
State of North Carolina Condemnation Case Law, Federal Aviation
Administration Order 5100.38B and Advisory Circulars (AC) 150/5100-17,
Federal Highway Regulations and any additional requirements set forth by
the City of Charlotte. The Consultant may obtain a copy of said appraisal
standards from the appropriate organizations. Note: These standards
are updated periodically. It is the Consultant’s responsibility to
use the “latest edition”.
2. The City of Charlotte will receive and examine the original real estate
appraisal. Upon examination, the City will forward the appraisal report to
a previously qualified review appraiser.
3. Appraisal review consultant services are required in connection with a
federally funded Project for the City of Charlotte, North Carolina. Services
shall include a technical review of appraisal reports and preparing written
technical review appraiser reports (RAR) in conjunction with estimates of
market value and just compensation for real property interests. Other
analysis assignments relating to specifically identified needs may be
requested, including but not limited to:
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the review of project or parcel cost estimates;
specialized studies of project effects or influences;
market activity, conditions, trends or adjustments;
financing;
feasibility;
property-owner counter-offer appraisals;
as well as the analysis, opinions and conclusions relating to such
activities.
4. Description of Appraisal Review Services:
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Identification of subject property
Tabulation of the key appraisal information - purpose; appraiser;
date of record; area of take; land, improvement, damages and
total valuation amounts; land use; and reviewer.
Certification by Review Appraiser
Recommended compensation
Brief discussion of appraisal components
a.
Identification of the report under review
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b.
Identification of the real estate and real property interest
appraised
c.
Effective date of the appraisal
d.
The date of the review
e.
Extent of the review conducted
f.
Completeness of the report
g.
Adequacy and relevance of the data
h.
Propriety of adjustments to the data
i.
Appraisal methods and techniques used
j.
Discussion of analysis, opinions, conclusions in the report
k.
Analysis of the report by assigned appraiser
 Provide a review appraiser conclusion analysis
 Provide an itemized breakdown of the land, improvement,
severance damages, cost to cure and total valuation amounts.
 Review appraiser shall perform and document a physical
inspection of the subject property and comparable sales
5.
Counter Offer (Property Owner) Appraisal Review: The Consultant shall
perform review appraisal services, as necessary, on any assignments
set forth by the City. The review appraisal report is a supplementary
critique intended for use in conjunction with the appraisal report under
review. It is not necessary that any difference in opinion of value be
set forth in a separate appraisal report. The opinion of value may be
set forth in a RAR.
6.
Litigation Support Services: The Appraisal Consultant may be required
to perform litigation support services. Litigation Services may include,
but are not limited to, Pre-trial or pre-hearing preparation,
participation in mediation proceedings, preparation of court exhibits,
attendance at depositions, attendance at pre-trial hearings, attendance
at condemnation hearings and/or any other service deemed necessary
by the City Attorney.
18
EXHIBIT B
19
Commercial Non-Discrimination Certification
Project:
Bidder:
All requests for bids or proposals issued for City contracts shall include a certification to be completed by the bidder
or proposer in substantially the following form:
The undersigned Bidder or Proposer hereby certifies and agrees that the following information is correct:
1.
In preparing the enclosed bid or proposal, the Bidder or Proposer has considered all bids and
proposals submitted from qualified potential subcontractors and suppliers, and has not engaged in
discrimination as defined in Section 2.
2.
For purposes of this section, discrimination means discrimination in the solicitation, selection, or
treatment of any subcontractor, vendor, supplier or commercial customer on the basis of race, ethnicity,
gender, age, religion, national origin, disability or any otherwise unlawful form of discrimination. Without
limiting the foregoing, discrimination also includes retaliating against any person or other entity for reporting
any incident of discrimination.
3.
Without limiting any other remedies that the City may have for a false certification, it is understood
and agreed that, if this certification is false, such false certification will constitute grounds for the City to
reject the bid or proposal submitted with this certification, and terminate any contract awarded based on
such bid or proposal. It shall also constitute a violation of the City’s Commercial Non-Discrimination
Ordinance and shall subject the Bidder or Proposer to any remedies allowed thereunder, including possible
disqualification from participating in City contracts or bid processes for up to two years.
4.
As a condition of contracting with the City, the Bidder or Proposer agrees to promptly provide to the
City all information and documentation that may be requested by the City from time to time regarding the
solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure
to maintain or failure to provide such information shall constitute grounds for the City to reject the bid or
proposal and to any contract awarded on such bid or proposal. It shall also constitute a violation of the
City’s Commercial Non-Discrimination Ordinance, and shall subject the Bidder or Proposer to any remedies
that are allowed thereunder.
5.
As part of the bid or proposal, the Bidder or Proposer shall provide to the City a list of all instances
within the past ten years where a complaint was filed or pending against Bidder or Proposer in a legal or
administrative proceeding alleging that Bidder or Proposer discriminated against its subcontractors,
vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint,
including any remedial action taken.
6.
As a condition of submitting a bid or proposal to the City, the Bidder or Proposer agrees to comply
with the City’s Commercial Non-Discrimination Policy as described in Section 2, Article V of the Charlotte
City Code, and consents to be bound by the award of any arbitration conducted thereunder.
Name of Company:
Signature of Authorized Representatives:
Printed Name:
Title:
Date:
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
20
E-VERIFY CERTIFICATION
This E-Verify Certification is provided to the City of Charlotte (the “City”) by the company signing
below (“Company”) as a prerequisite to the City considering Company for award of a City
contract (the “Contract”).
1. Company understands that:
a. E-Verify is the federal program operated by the United States Department of
Homeland Security and other federal agencies to enable employers to verify the
work authorization of employees pursuant to federal law, as modified from time to
time.
b. Article 2 of Chapter 64 of the North Carolina General Statutes requires employers
that transact business in this state and employ 25 or more employees in this state to:
(i) verify the work authorization of employees who will be performing work in North
Carolina through E-Verify; and (ii) maintain records of such verification (the “E-Verify
Requirements”).
c. North Carolina General Statute 160A-20.1(b) prohibits the City from entering into
contracts unless the contractor and all subcontractors comply with the E-Verify
Requirements.
2. As a condition of being considered for the Contract, Company certifies that:
a. If Company has 25 or more employees working in North Carolina (whether now or at
any time during the term of the Contract), Company will comply with the E-Verify
Requirements in verifying the work authorization of Company employees working in
North Carolina; and
b. Regardless of how many employees Company has working in North Carolina,
Company will take appropriate steps to ensure that each subcontractor performing
work on the Contract that has 25 or more employees working in North Carolina will
comply with the E-Verify Requirements.
3. Company acknowledges that the City will be relying on this Certification in entering into the
Contract, and that the City may incur expenses and damages if the City enters into the
Contract with Company and Company or any subcontractor fails to comply with the E-Verify
Requirements. Company agrees to indemnify and save the City harmless from and against
all losses, damages, costs, expenses (including reasonable attorney’s fees) obligations,
duties, fines and penalties (collectively “Losses”) arising directly or indirectly from violation of
the E-Verify Requirements by Company or any of its subcontractors, including without
limitation any Losses incurred as a result of the Contract being deemed void.
Name of Company:
______________________________________________
Signature of Authorized Representatives: __________________________________________
Printed Name:
______________________________________________
Title:
______________________________________________
Date:
______________________________________________
21
EXHIBIT C
22
v. 11.20.2013
THE DBE GOAL FOR THIS PROJECT IS 0% (ZERO)
A 0% Goal does not exempt the Bidder/Proposer from conducting solicitation and outreach
efforts on projects wherein subcontractors are customarily retained.
This Contract is subject to the requirements of 49 CFR Part 26 Participation by DBE in
Department of Transportation Financial Assistance Programs
I.
CONTACT
Questions regarding the City’s DBE Contract Provisions and Forms should be directed to:
Laura Dahlberg, Airport DBE Liaison Officer (DBELO)
P.O. Box 19066
Charlotte, NC 28219
Telephone: (704) 359-1910
Facsimile: (704)359-4950
Email: ladahlberg@cltairport.com
II.
APPLICATION
The City’s Disadvantaged Business Enterprise Program (“DBE Program”) is incorporated
into and made a part of the Bid/Proposal Documents and resulting Contract. Copies of
the DBE Program may be obtained online at www.cltairport.com.
Pursuant to 49 CFR Part 26 and the DBE Program, all Bidders/Proposers must
affirmatively ensure that in any contract entered into with the City for applicable
projects, DBEs will be afforded equal opportunity to participate in subcontracting
opportunities.
Failure by any contractor to comply with the DBE Program after award shall constitute a
breach of the Contract. Failure to cure the breach within fifteen (15) days after written
notice of the breach shall entitle the City to terminate the Contract and or exercise
other appropriate rights and remedies including, without limitation, withholding of
funds until such time as Contractor complies with all the DBE requirements.
23
The Bidder/Proposer shall thoroughly examine and be familiar with provisions of 49 CFR
Part 26 and the DBE Program. Submission of a Bid/Proposal shall constitute an
acknowledgment upon which the City may rely that the Bidder/Proposer has thoroughly
examined, and is familiar with said regulations and Contract requirements. Failure or
neglect of a Bidder/Proposer to receive or examine any of these government regulations
and contract requirements shall in no way relieve him from any obligations with respect
to his Bid/Proposal or this Contract.
III.
DEFINITIONS
1. Disadvantaged Business Enterprise (DBE) is defined as “A for-profit small business
concern – (1) That is at least 51 percent owned by one or more individuals who are
both socially and economically disadvantaged or, in the case of a corporation, in
which 51 percent of the stock is owned by one or more such individuals; and (2)
Whose management and daily business operations are controlled by one or more of
the socially and economically disadvantage individuals who own it.
2. Socially and economically disadvantaged individuals means any individual who is a
citizen (or lawfully admitted permanent resident) of the United States who is –
A. Any individual who a recipient finds to be a socially and economically
disadvantage individual on a case-by-case basis.
B. Any individual in the following groups, members of which are rebuttably
presumed to be socially and economically disadvantaged:
i. “Black Americans”, which includes persons having origins in any of the Black
racial groups of Africa;
ii.
"Hispanic Americans, includes persons of Mexican, Puerto Rican, Cuban,
Dominican, Central or South American, or other Spanish or Portuguese
culture or origin, regardless of race;
iii.
"Native Americans, includes persons who are American Indians, Eskimos,
Aleuts, or Native Hawaiians;
iv.
"Asian-Pacific Americans”, which includes persons whose origins are from
Japan, China, Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia
(Kampuchea), Thailand, Malaysia, Indonesia, The Philippines, Brunei, Samoa,
Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau)the
Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kirbati,
Juvalu, Nauru, Federated States of Micronesia, or Hong Kong;
v.
"Subcontinent Asian Americans”, which includes persons whose origins are
from India, Pakistan and Bangladesh, Bhutan, the Maldives Islands, Nepal, or
Sri Lanka;
24
IV.
vi.
Women;
vii.
Any additional groups whose members are designated as socially and
economically disadvantaged by the SBA, at such time as the SBA designation
becomes effective.
REQUIRED DOCUMENTATION
The applicable forms in this section should be completed and included with the
Bid/Proposal or specified timeframe. The required forms are listed below.
1. The Bidder/Proposer should submit DBE Form 3 (Subcontractor/Supplier Utilization
Commitment Form) listing all subcontractors and suppliers (including DBEs) that will
be providing goods or services, their respective scope of work/service to be
performed, and the dollar values of each subcontract.
NOTE: For Request for Qualifications (RFQ), do not list the dollar amounts.
Submit DBE Form 3 with your Bid/Proposal. A copy of each DBE company’s NCDOT
Directory (www.ncdot.gov) printout may be attached to the form as backup
documentation for proof of certification.
Blank forms will be deemed to represent zero participation.
2. This Section was left blank intentionally.
3. This Section was left blank intentionally.
4. This section was left blank intentionally.
V.
This Section was left blank intentionally.
VI.
This Section was left blank intentionally.
VII.
DBE REPORTING AND RECORD KEEPING REQUIREMENTS
Once a Bidder/Proposer has been awarded a Contract, there are continuing obligations
under the DBE Program. The City shall verify the veracity and accuracy of
representations made by contractors as well as to ensure their compliance with these
requirements. Failure by the Contractor to comply with these requirements will result in
the remedies mentioned in Section IX of these provisions. These procedures will
include, but not be limited to, the following:
25
1. The Contractor shall submit a signed contract for each subcontractor the Contractor
uses in relation to this Contract. The subcontract must show that the nondiscrimination, retainage, and prompt payment assurances (mentioned in Section
VIII of this provisions) have been included. The Contractor should highlight the text
that mentions these assurances. These contract(s) should be submitted before the
said subcontractor starts doing work for this contract.
NOTE: These subcontracts might be considered public records. You may redact all
financial information before submitting to the City, as this information is not
relevant to our review.
2. The Contractor shall submit DBE Utilization Progress Reports (DBE Form 6) once a
month, with his request for payment from the City.
3.
4.
5.
6.
7.
VIII.
This Section was left blank intentionally.
This Section was left blank intentionally.
This Section was left blank intentionally.
This Section was left blank intentionally.
This Section was left blank intentionally.
CONTRACT ASSURANCE CLAUSES
The Contractor shall include the following provisions in all subcontracts; for each
subcontractor the Contractor uses in relation to this Contract.
Non-Discrimination
“The contractor, sub recipient or subcontractor shall not discriminate on the basis of
race, color, national origin, or sex in the performance of this contract. The contractor
shall carry out applicable requirements of 46 CFR Part 26 in the award and
administration of DOT-assisted contracts. Failure by the contractor to carry out these
requirements is a material breach of this contract, which may result in the
termination of this contract or such other remedy as the recipient deems
appropriate.”
Prompt Payment
“The prime contractor agrees to pay each subcontractor under this prime contract
for satisfactory performance of its contract no later than seven (7) days from the
receipt of each periodic or final payment the full amount the prime contractor
receives from the City of Charlotte for each subcontractor’s work and materials
under the subcontract. Any delay or postponement of payment from the above
referenced time frame may result in liquidated damages and/or sanctions as
26
stipulated in bid/contract documents. Exceptions may occur only for good cause
following written approval by the City. This clause applies to both DBE and non-DBE
subcontractors”.
Retainage
“The prime contractor agrees to return retainage payments to each subcontractor
within seven (7) days after the subcontractor’s work is satisfactorily completed. Any
delay or postponement of payment from the above referenced time frame may occur
only for good cause following written approval of the City. This clause applies to both
DBE and non-DBE subcontractors”
IX.
MONITORING AND ENFORCEMENT
Failure by the Contractor to comply with any portion of the City’s DBE Program shall
constitute a breach of Contract, exposing the Contractor to a potential termination of
the Contract or other appropriate remedy, including withholding of funds, until such
time as the contractor complies with all the DBE requirements of this Program, which
include the prompt payment of subcontracts, and return of retainage payments.
X.
DBE FINANCIAL INSTITUTIONS
The City encourages prime contractors on FAA-assisted contracts to make use of
DBE financial institutions. For a list of DBE financial institutions, please contact the
DBELO.
XI.
POLICY STATEMENT
The City of Charlotte, North Carolina (City) has established a Disadvantaged Business
Enterprise (DBE) Program in accordance with regulations of the United States
Department of Transportation (USDOT), 49 CFR Part 26. The City has received direct
Federal financial assistance from the USDOT, for the Charlotte Douglas International
Airport (CLT) and the Charlotte Area Transit System (CATS), as well as indirect Federal
financial assistance for the Charlotte Department of Transportation (CDOT) as a subrecipient through the North Carolina Department of Transportation (NCDOT). The
City’s department of Engineering and Property Management (E&PM) on a per project
basis also receives funding as a sub-recipient to NCDOT and other direct recipients, or
acts as the project administrator for other direct recipient City departments receiving
USDOT funding. As a condition of receiving this assistance, the City has signed an
assurance that it will comply with 49 CFR Part 26. Should any other City department
become a recipient of USDOT funding they will act in compliance with 49 CFR Part 26,
and will operate within the following Program’s parameters.
27
It is the policy of the City to ensure that DBEs, as defined in 49 CFR Part 26, have an
equal opportunity to receive and participate in USDOT-assisted contracts. It is also our
policy:
1. To ensure nondiscrimination in the award and administration of USDOT-assisted
contracts;
2. To create a level playing field on which DBEs can compete fairly for USDOT-assisted
contracts;
3. To ensure that the DBE Program is narrowly tailored in accordance with
applicable law;
4. To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are
permitted to participate as DBEs;
5. To help remove barriers to the participation of DBEs in USDOT-assisted contracts;
and
6. To assist the development of firms that can compete successfully in the market
place outside the DBE Program.
The Office of the City Clerk shall maintain the original DBE Program document. CATS,
CLT, CDOT and E&PM shall each assign a Disadvantaged Business Enterprise Liaison
Officer (DBELO) who is responsible for implementing all aspects of the City’s USDOT DBE
Program in their respective departments. Day to day DBE responsibilities will be
delegated to each department's DBELO.
Implementation of the DBE Program is accorded the same priority as compliance with
all other legal obligations incurred by the City in its financial assistance agreements
with both the Federal Aviation and Federal Transit Administrations, as well as
municipal agreements with NCDOT where Federal financial assistance is involved. CLT
and CATS each establish annual goals as direct recipients of USDOT funding, monitor
their DBE projects throughout the federal fiscal year and report on achievements.
CDOT & (when applicable) E&PM, as indirect recipients of USDOT funding, are only
required to monitor and report to NCDOT or other direct recipients on a per project
basis.
The City does disseminate this policy statement to the governing Boards of the City,
Mecklenburg County, the Metropolitan Transit Authority, the Airport Advisory
Committee, and all the relevant departments of City government. The City will maintain
copies of this Policy Statement in the office of the City Clerk, as well as CATS, CLT, E&PM
and CDOT offices, where it is available to all interested citizens and organizations. The
Policy will be publicized to the DBE and non-DBE business communities that perform
work on its USDOT-assisted contracts through a variety of means, including through
established print media outlets, minority and women business association newsletters,
advertisements, and DBE Program workshops and seminars.
28
Form Description
Submission Requirements
DBE Form 3
Utilization
Commitment
Identifies all subcontractors, suppliers,
manufacturers, brokers and/or members of
a joint venture to be utilized on the
contract.
For Bids: With Bid Package.
For Professional Services: With Initial Proposal.
Copy of
subcontract
Agreements
Copy of signed contract for each
subcontractor the Contractor uses in this
contract. Highlight text that mentions the
non-discrimination, retainage, and prompt
payment assurances.
Before the said subcontractor starts doing work
for this contract
DBE Form 6
Payment
Affidavit
Contractor shall submit payment affidavits
showing payments made to ALL (DBEs and
non-DBEs)
subcontractors,
suppliers,
manufacturers, brokers, and members of a
joint venture in connection with the
Contract.
Upon award of Contract, submitted on a
monthly bases, with the pay request to the City,
for duration of the contract. List ALL
subcontractors (DBEs and non-DBEs).
After-Bid Opening /
After Proposal Review
Bid
Opening/
Proposal
Deadline
DBE Form
End of Document
29
Subcontractor / Supplier Utilization Commitment – DBE FORM 3
This form MUST be submitted at the time of Proposal Submission
Copy Form 3 as needed, to document additional DBE commitments. Indicate page number range: Page _____ of _____
Bidder Name:
Bidder Address:
Less than $500K 

Bidder Annual Gross
Receipt:
$500K-$1M 
$1M-$2M 
$2-5M 
More than $5M
Bidder Age (in years):
Project Name:
Project Number:
Established DBE Goal:
1. List below all DBEs that you intend to use on this contract
DBE Vendor Name & Address
Description of work /
materials
Work Code
Total Projected
Utilization ($)
Annual Gross Receipt:  < $500K
500K-1M
1M-5M
>$5M
Firm Age (in years):
Annual Gross Receipt:  < $500K
500K-1M
1M-5M
>$5M
Firm Age (in years):
Annual Gross Receipt: < $500K
500K-1M
1M-5M
>$5M
Firm Age (in years):
2. List below all Non-DBEs (if any) that you intend to use on this contract
Vendor Name & Address
Description of work /
Work Code
materials
Total Projected
Utilization ($)
Annual Gross Receipt: < $500K
500K-1M
1M-5M
>$5M
Firm Age (in years):
Annual Gross Receipt: < $500K
500K-1M
1M-5M
>$5M
Firm Age (in years):
A. Total Subcontractor/Supplier Utilization (DBEs and Non-DBEs):
B. Total DBE Utilization:
$
D. Percent DBE Util. (B÷C):
$
$
C. Total Bid Amount: $
Must be rounded to two (2) decimal places
Signature: Your signature below indicated that the undersigned Company certifies and agree that:
a) It has complied with all provisions of the DBE Program;
b) Failure to properly document such compliance in the manner and within the time periods established by the Aviation DBE
Coordinator may constitute rejection of bid.
___________________________
Signature of Authorized Official
_______________ _________________ _______________
Printed Name
Title
Submitted Date
30
Payment Affidavit - Subcontractor / Supplier Utilization – DBE FORM 6
To be submitted with each request for payment from the City of Charlotte. Copy this form as needed.
Project Name:
Contractor Name:
Payment / Invoice #
Contract Number:
Invoice Amount:
Fro
m
Payment Period:
FINAL PAYMENT
$
To
Check this box only when submitting Final Pay request.
Section 1: Payments to SUBCONTRACTORS
Complete the chart below for ALL subcontractors used on the Project/Contract regardless of dollar amount.
Subcontractor’s Name
Description of Work Performed
Work
Code
Payment
this Period
Cumulative
Payments
The undersigned Company certifies the preceding chart is a true and accurate statement of all payments that have been or will be made to subcontractors and
suppliers on this Project/Contract. If no subcontractors or suppliers are listed on the preceding chart, the Company certifies that no subcontractors or suppliers
were used in performing the Project/Contract for the payment period indicated.
This
day of
20
Signature
Print Name and Title
To be completed by KBU for FINAL PAYMENT
DBE Goal:
%
Total Paid to Contractor:
$
DBE Goal Commitment:
%
Total Paid to DBEs:
$
DBE Goal Attainment:
%
31
EXHIBIT D
32
AGREEMENT FOR PROFESSIONAL SERVICES
PROJECT:
[INSERT]
OWNER:
City of Charlotte
c/o Aviation Department
COMPANY:
[INSERT]
Rev. 10.8.13
33
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF CHARLOTTE AND [INSERT]
TABLE OF CONTENTS
ARTICLE 1
ARTICLE 2
ARTICLE 3
ARTICLE 4
ARTICLE 5
ARTICLE 6
ARTICLE 7
ARTICLE 8
ARTICLE 9
ARTICLE 10
ARTICLE 11
ARTICLE 12
ARTICLE 13
ARTICLE 14
ARTICLE 15
ARTICLE 16
ARTICLE 17
ARTICLE 18
ARTICLE 19
Description of Project ................................................................ 3
Scope of Services ..................................................................... 3
Time of Beginning and Completion ........................................... 3
Compensation ........................................................................... 3
Personnel .................................................................................. 5
Notification ................................................................................ 6
Insurance .................................................................................. 7
Indemnification .......................................................................... 7
Covenants and Representations ............................................... 8
Ownership and Use of Work Products ...................................... 9
Termination ............................................................................. 10
Publicity and Statements to the Press..................................... 12
Drug Free Work Place Requirements ..................................... 13
General Compliance with Laws ............................................... 14
Non-Discrimination .................................................................. 14
Miscellaneous Conditions ....................................................... 16
Mandatory Federal Provisions ................................................ 16
Compliance with Security Measures ....................................... 17
Compliance with E-Verify………………………………………..17
EXHIBITS
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
Scope of Services, Timetable, Fee Detail
Confidentiality Agreement
CAD Standards
Mandatory Federal Provisions
Disadvantaged Business Enterprises
34
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF CHARLOTTE AND [INSERT]
This AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into this _____day of _____, 2013 (“Effective Date”) by and between the CITY
OF CHARLOTTE, a North Carolina municipal corporation (“City”) and [INSERT]
(“Company”),
WITNESSETH:
THAT WHEREAS, the City [INSERT DESCRIPTION OF SOLICITATION]; and
WHEREAS, City desires to engage Company to [INSERT DESCRIPTION OF
SERVICES TO BE PROVIDED BY COMPANY]; and
NOW THEREFORE, City and Company, for good and valuable consideration,
agree as follows:
AGREEMENT:
ARTICLE 1 - DESCRIPTION OF PROJECT
[INSERT PROJECT DESCRIPTION]
ARTICLE 2 - SCOPE OF SERVICES
A detailed scope of services is provided in Exhibit “A” (“Services”), attached hereto
and incorporated by reference as if fully set forth herein.
ARTICLE 3- TIME OF BEGINNNG AND COMPLETION
The Services shall be completed on a timetable described in Exhibit” A”. Company
shall begin work of the Services immediately upon issuance of the first written Notice to
Proceed (“NTP”).
ARTICLE 4 - COMPENSATION
Total Compensation. As complete compensation for the Services, Company will be
paid on the basis of a FIXED LUMP SUM PAYMENT as detailed in Exhibit A, attached
hereto and incorporated herein by reference, to the extent permitted by law, including
reimbursable costs as detailed in 4.2 hereunder, and in the total amount of two million
five hundred thousand dollars ($2,500,000). Both parties understand and agree that
compensation will be renegotiated if the scope of the Project were to change, per FAA
Advisory Circular 150/5100-D.
4.1
Reimbursable Costs. To be reimbursable, costs (also referred to as
35
“expenses”) must be actual, allowable, reasonable, allocable to the project, and
consistent with 49 CFR §18.36, FAA Order 5100.38 and OMB Circular A-87. There
shall be no mark–up on expenses pursuant to FAA Advisory Circular 150/5100- 14D.
4.2
Payments. Payments shall be made for fees and reimbursable costs, if
applicable, upon submission of an invoice stating the nature and quantity of work
performed and accompanied by proper supporting documentation as City may require.
Costs shall be itemized on each invoice. Failure to submit full supporting
documentation may be cause for invoice rejection or delay in payment. Payment will be
made to Company on a monthly basis, and, where applicable, shall be in proportion to
the Services performed within each phase, on the basis set forth in Exhibit ”A”.
Invoice Options:
1. Option 1 – email your invoices to cocap@charlottenc.gov . If you choose this
option, do not mail invoices. (Address to be formatted the same as option 2
even if emailing.)
2. Option 2 – mail your invoices to our PO Box.
City of Charlotte AP
Attn: Aviation Department / Development
P. O. Box 37979
Charlotte, NC 28237-7979
With both options, Accounts Payable (or AP) must be in the first line. Also, on
the Attn: line, you must indicate the department or area the invoice is for, along
with a contact name if you have one.
For example, Attn: Aviation-J. Doe or Attn: Zone 3.
Invoices that are addressed directly to City departments and not to Accounts
Payable may not be handled as quickly as invoices that are addressed correctly.
The City of Charlotte is not exempt from sales tax. Please include all applicable
State and County sales taxes on your invoices. Taxes must be on a separate
line(s) on the invoice and not combined with the cost of goods.
If you have a contract with the City, the contract number must appear on each
invoice. Also, sales tax statements are now required with every contract invoice
or payment request. If a purchase order has been issued to you, the purchase
order number must appear on each invoice. Not having a contract number or
purchase order number on invoices, when appropriate, may delay your payment.
Contract invoices will be paid according to the terms of the contract. Purchase
order invoices will be paid by the terms of the purchase order. All other invoices
will be paid by invoice terms, but no sooner than net 30 days.
4.3
Accounting and Auditing. The Company shall maintain complete and accurate
36
records, using Generally Accepted Accounting Principles (GAAP), of all costs related to
this Agreement. Such records shall be open to inspection and subject to audit and/or
reproduction, by the City’s agent or authorized representative to the extent necessary to
adequately permit evaluation and verification of any invoices, payments, or claims
submitted by the Company or any of his payees in connection with this Agreement.
Records subject to examination will include, but are not limited to, those records
necessary to evaluate and verify direct and indirect costs (including overhead
allocations) as they may apply to costs associated with this Agreement.
For the purpose of such inspections, the City’s agent or authorized representative shall
have access to said records from the Effective Date of this Agreement, for the duration
of the Services, and until three (3) years after the date of final payment by the City to
the Company pursuant to this Agreement.
If, as a result of an audit hereunder, the Company is determined to have charged the
City for amounts that are not allocable or verifiable, the Company shall promptly
reimburse the City for said amount.
ARTICLE 5 – PERSONNEL
5.1
Personnel. City has the right to require any additional personnel it deems
necessary for the Project. The City also has the right to require removal and
replacement of any personnel it deems unsatisfactory.
The Companys' employees, agents and sub-consultants who normally and regularly
come in direct contact with the public shall be clearly identifiable by name badges,
name tags, or identification cards. Company and Company’s employees, agents and
sub-consultants will abide by all the safety and security rules and regulations at the
Airport.
The Company shall assure that its employees, agents and sub-consultants serve the
public in a courteous, helpful, and impartial manner. All employees of the Company in
both field and office shall refrain from belligerent behavior and/or profanity. Correction
of any such behavior or language shall be the responsibility of the Company.
5.2
Sub-contracting.
written approval of City.
Company shall not subcontract the Services without prior
5.3
Change in Control. The Company shall notify the City within ten (10) days of
the occurrence of a change in control. As used in this Agreement, 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, fiftyone percent (51%) or more of the equity interests, value or voting power in the
Company; or
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b.
The power to direct or cause the direction of the management and policies
of the Company whether through the ownership of voting securities, by contract
or otherwise.
ARTICLE 6 - NOTIFICATION
The City and the Company shall cooperate with one another to fulfill their respective
obligations under this Agreement. Any notice, demand, consent or other formal
communication required or contemplated by this Agreement shall be in writing and shall
be to City and to Company at the respective addresses set forth below:
For the City:
Aviation Department
City of Charlotte
5501 Josh Birmingham Parkway
Charlotte, NC 28208
PO Box 19066
Charlotte, NC 28219
Attn: Jack Christine
Phone: 704-359-4000
Fax: 704-359-4030
For the Company:
[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 7- INSURANCE
The Company shall purchase and maintain during the life of this Agreement with an
insurance Company acceptable to the City authorized to do business in the State of
North Carolina the following insurance:
7.1
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 each occurrence/aggregate. The policy shall be occurrencebased and shall name the City as additional insured.
7.2
Commercial General Liability. Bodily injury and property damage liability as
shall protect the Company and any subcontractor performing work under this
Agreement from claims of bodily injury or property damage which arise from operation
of this Agreement whether such operations are performed by the Company, any
subcontractor, or any person directly or indirectly employed by either. The amounts of
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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/completed
operation, personal injury liability and contractual liability assumed under the indemnity
provision of this Agreement. The policy shall be occurrence-based and shall name the
City as additional insured.
7.3
Workers’ Compensation Insurance and Employers Liability. The amount
must meet or exceed the statutory requirements of the State of North Carolina.
7.4
Professional Liability Insurance. In an amount of not less than $1,000,000
each claim and $1,000,000 aggregate. The policy may be claims-based, provided
Company continuously maintains the policy from the date of the first NTP until six (6)
calendar years after the date of substantial completion of the construction of the Project.
7.5
Deductibles. The City shall be exempt from, and in no way liable for, any sums
of money that may represent a deductible in any insurance policy. The payment of such
deductible shall be the sole responsibility of the Company and/or sub-consultant
providing such insurance.
7.6
Evidence of Insurance. Certificates of all required insurance shall be furnished
to the City and shall contain the provision that the City will be given 30 day written
notice of any intent to amend or terminate by either the insured or the insuring
Company.
ARTICLE 8- INDEMNIFICATION
The Company 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, losses, damages, obligations, liabilities and expenses, including but not limited
to attorneys' fees, to the extent that they arise out of or result from Company’s
performance or lack thereof under this Agreement, or any willful misconduct,. In any
case in which 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 Article on indemnification shall survive the expiration or early termination of this
Agreement.
ARTICLE 9- COVENANTS AND REPRESENTATIONS
The Company covenants and represents that it shall exercise a customary degree of
care and diligence in performing all services under this Agreement. The Company shall
render services under this Agreement in accordance with the customary professional
standards prevailing for major international airports in the United States.
The Company further covenants and represents that:
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a.
To the best of Company’s knowledge, information, and belief, the services
performed by it under this Agreement do not violate any contracts with third
parties or any third party rights in any patent, trademark, copyright, trade secret
or similar right;
b.
The services performed hereunder shall be performed in a professional
manner and by qualified staff and shall satisfy the requirements set forth in this
Agreement; and
c.
It has sufficient expertise and resources to perform under this Agreement.
The Company further represents and covenants that:
a.
It is a corporation duly incorporated, validly existing, and in good standing
under the laws of North Carolina;
b.
It has all the requisite corporate power and/or authority to execute, deliver
and perform its obligations under this Agreement;
c.
The execution, delivery, and performance of this Agreement have been
duly authorized by the Company;
d.
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 Agreement; and
e.
In connection with its obligations under this Agreement, it shall comply
with all applicable federal, state and local laws and regulations and shall obtain
all applicable permits and licenses.
f. It and each of its subcontractors have complied and shall comply with all
federal, state and local laws and regulations relating to the performance of this
Agreement and/or to the products and services delivered hereunder, including
but not limited to E-Verify, and shall obtain all applicable verifications, permits
and licenses.
Any defective designs or specifications furnished by the Company and any failure of any
services performed by the Company to comply with any requirements set forth in this
Agreement shall be promptly corrected by the Company at no cost to the City, or, at
City’s sole discretion, City shall have the work corrected and Company shall reimburse
City for the resulting expense. The City's approval, acceptance, use of, or payment for
all or any part of the Company's services or of the Project itself shall in no way alter the
Company's obligations or the City's rights under this Agreement.
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ARTICLE 10 - OWNERSHIP AND USE OF WORK PRODUCT
10.1 Ownership. The City shall own title to and all intellectual property rights in and
to all documents, reports, specifications, designs, developments, computations, and
other materials prepared, obtained or delivered under the terms of this Agreement
(collectively the “Deliverables”). The City may use, transfer, copy and distribute the
Deliverables without restriction or limitation. The City accepts responsibility for any
changes made by the City to these Deliverables after final submittal by the Company.
10.2 Instruments of Professional Service. The City acknowledges that the
Deliverables are instruments of professional service. The City acknowledges and
agrees that the Company may retain one copy of each Deliverable and use the
Deliverable solely for its internal general reference.
10.3 Modification or Reuse Risk. Any modification of the Deliverables by the City
without the involvement of the Company shall be at the sole risk of the City.
10.4 Other Items. The Company shall cooperate with and provide reasonable
assistance to the City as necessary to obtain or enforce any patents, copyrights or other
proprietary rights in the Deliverables and to execute all Deliverables necessary to give
the City full legal ownership of such Deliverables. The Company shall also take all
necessary actions to ensure that all employees and approved subcontractors engaged
by the Company in connection with the Agreement are bound by the terms of this
Section. The Company shall, as required for the performance under this Agreement
and otherwise upon the request of the City or upon expiration or termination of this
Agreement, deliver to the City all Deliverables.
10.5 Confidentiality. All or substantial portions of the following documents may not
be considered to be public records pursuant to applicable provisions of North Carolina
law: Company’s work product under this Agreement; and all plans, drawings and other
documents containing security plans and arrangements and/or detailed plans and
drawings of any facility of the Owner. Such work product, security arrangements,
and/or detailed plans and drawings are herein referenced as Sensitive Document(s).
Without limiting the foregoing, it is expressly understood and agreed that Sensitive
Document(s) is not limited to documents related to this Agreement and includes any
and all documents herein described concerning any facility of the Owner regardless of
the type of facility and regardless of the manner in which the Company acquired
possession of such documents. The Owner retains sole authority and discretion to
determine whether all or any portion of any Sensitive Document is a public record
pursuant to applicable provisions of North Carolina law. Under no circumstances will
the Company provide the original or copy of any portion of any Sensitive Document
(without regard to the status of such Sensitive Document as in preliminary, draft or final
form) to any person or entity unless directed by the Owner or unless reasonably
necessary to satisfy Company’s obligations pursuant to this Agreement. The Company
will maintain and implement such rules and procedures governing the conduct of its
officers, employees, agents and subcontractors and the maintenance, handling and use
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of Sensitive Documents as may be reasonably necessary to prevent the release of any
Sensitive Document in violation of this provision. Such rules and procedures will be
subject to review by the Owner and such changes as the Owner determines to be
reasonably necessary, including without limitation maintaining a log identifying any
Sensitive Document provided to any person or entity that includes at a minimum,
identification of the Sensitive Document provided, name of person releasing the
Sensitive Document, name of person receiving the Sensitive Document, State Driver’s
License number of person receiving Sensitive Document, reason for releasing Sensitive
Document, and date Sensitive Document released. Without exception, every person or
entity receiving a Sensitive Document must agree not to copy or release such Sensitive
Document to any other person or entity, unless otherwise approved by the Owner in
writing. Such log need not include the release of any document to an officer or
employee of the Company or to any employee of the Owner. A violation of any
provision of this section is a serious violation of this Agreement and will be the basis for
immediate termination of this Agreement for cause, notwithstanding any other provision
of this Agreement to the contrary.
10.6 Confidentiality Agreement. The parties acknowledge that they are bound by all
terms and conditions contained in the Confidentiality Agreement with respect to any
confidential information which either of them obtains access to in connection with this
Agreement. By signing this agreement you acknowledge that you will comply with all
provisions of the Confidentiality Agreement. A copy of the Confidentiality Agreement is
attached hereto as Exhibit B and incorporated herein by reference.
ARTICLE 11 – TERMINATION AND SUSPENSION
11.1 Termination for Convenience. The City may terminate this Agreement
immediately for any reason or no reason by giving written notice to the Company. The
notice shall specify the date upon which such termination becomes effective.
11.2 Termination for Default by Either Party. By giving written notice, either party
may terminate this Agreement if the other party violates or fails to perform any
covenant, provision, obligation, term, or condition contained in this Agreement but,
unless otherwise provided, such failure or violation shall not be cause for termination if
the defaulting party cures such default within thirty (30) days of receipt of written notice
of default from the other party. The notice of default shall state the party’s intent to
terminate this Agreement if the default is not cured within the specified time period.
11.3 Additional Grounds for Termination for Default by the City. The City may
terminate this Agreement immediately by written notice to the Company upon the
occurrence of one or more of the following events, each of which shall also constitute a
non-exclusive Event of Default:
a.
The Company makes or allows to be made any material written
misrepresentation or provides any materially misleading written information in
connection with this
Agreement, the Company's proposal, or any covenant,
agreement, obligation, term, or condition contained in the Agreement;
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b.
The Company ceases to do business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay debts
as they become due, files a petition in bankruptcy or has an involuntary
bankruptcy petition filed against it (except in connection with a reorganization
under which the business of such party is continued and performance of all its
obligations under this Agreement shall continue), or if a receiver, trustee or
liquidator is appointed for it or any substantial part of the other party's assets or
properties.
11.4 Obligations upon Expiration or Termination. Upon expiration or termination
of the Agreement, the Company shall promptly provide or return to the City:
a.
All Deliverables, in whatever form;
b.
Documentation to evidence completion of matters covered by this
Agreement and setting forth progress in developing the Deliverables to the date
of termination; and
c.
All equipment, materials, documents, or data, whether in written, graphic,
machine readable or other form, supplied by the City in connection with this
Agreement, in as good condition as when delivered, reasonable wear and tear
excepted.
Upon the request of the City, the Company agrees to provide reasonable assistance
and cooperation to the City and City contractors for a period of up to twelve (12) months
after expiration or termination of this Agreement at its then-current rates.
In the event of Termination for Convenience, City shall pay Company for Services
rendered and reimbursable expenses incurred prior to the effective date of termination
and no amount shall be allowed for anticipated profit on unperformed services.
In the event of Termination for Default, the City may take over the work and prosecute
the same to completion by contract or otherwise. In such case, the Company shall be
liable to the City for any additional cost occasioned to the City thereby.
If it is later conclusively determined that the Company had not in fact defaulted, the
termination shall be deemed to have been effected for the convenience of the City and
the Company shall be paid as provided for a Termination for Convenience.
11.5 No Effect on Taxes, Fees, Charges or Reports. Any termination of this
Agreement shall not relieve the Company of the obligation to pay any fees, taxes, or
other charges then due to the City, nor relieve the Company of the obligation to file any
daily, monthly, quarterly, or annual reports covering the period to termination nor relieve
the Company from any claim for damages previously accrued or then accruing against
the Company.
11.6
Substitute Performance. In the event the Company fails to perform any part of
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the Scope of Services within the time frame set forth in this Agreement 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 Company is again able to carry
out operations under this Agreement; and
b.
Deduct any and all operating expenses incurred by the City from any
money then due or to become due the Company and, should the City's cost of
continuing the operation exceed the amount due the Company, collect the
amount due from the Company.
11.7 Cancellation of Orders and Subcontracts. In the event this Agreement is
terminated by the City for any reason, the Company shall upon the effective date of
termination (unless the City's notice of termination directs otherwise), immediately
discontinue all service in connection with this Agreement and promptly cancel all
existing orders and subcontracts which are chargeable to this Agreement. As soon as
practical after receipt of notice of termination, the Company shall submit a statement to
the City showing in detail the services performed under this Agreement to the date of
termination.
11.8 Other Remedies. Upon termination of this Agreement, 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 remedies.
11.9 Suspension. At any time, the City may suspend Company’s Services by
providing written notice of suspension to the Company.
In the event of suspension, Company shall be paid for the Services performed prior to
suspension, plus reimbursable expenses incurred prior to suspension.
If such suspension continues for more than (six) 6 months for reasons beyond
Company’s control, Company may terminate this Agreement immediately upon written
notice to City.
ARTICLE 12 – PUBLICITY AND STATEMENTS TO THE PRESS
Advertising, sales promotion or other materials of the Company or its agents or
representatives shall limit the identification or reference to this Agreement to the general
physical description and location of the approved final design/product of the Project.
Descriptions of conceptual or alternative designs/products considered for the Project
shall not be included in advertising, sales or other materials. As a condition of entering
into this Agreement, the Company further agrees to refrain from the following, absent
the City’s prior written approval: (1) making any statement to the media or public
44
regarding the subject matter of this Agreement 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 Company. Failure to comply with this Article by the Company shall
constitute a material breach and, without limiting any other remedies the City may have,
shall entitle the City to terminate this Agreement for default.
ARTICLE 13- DRUG FREE WORKPLACE REQUIREMENTS
The Company shall provide a drug-free workplace during the performance of this
Agreement. 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
Company’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 Company’s policy of
maintaining a drug-free workplace, (iii) any available drug counseling,
rehabilitation, and employee assistance programs and (iv) the penalties that may
be imposed upon employees for drug abuse violations;
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 and (ii) notify
the Company 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 Company’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.
Making a good faith effort to continue to maintain a drug-free workplace
for employees; and
g.
Requiring any party to which it subcontracts any portion of the work under
the Agreement to comply with the provisions above.
If the Company 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 Agreement.
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Failure to comply with the above drug-free workplace requirements during the
performance of the Agreement shall be grounds for suspension, termination or
debarment.
ARTICLE 14 - GENERAL COMPLIANCE WITH LAWS
The Company shall comply with all Federal, State, and local laws, ordinances, and
regulations applicable to the services provided herein. If, due to conflicts between two
or more such ordinances, statutes, laws, rules, and regulations (the "Regulations") or
due to conflicts in the interpretation or enforcement of such Regulations by courts or
governing bodies having jurisdiction over the project, the Company is unable to comply
with such Regulations, the Company shall exercise usual and customary professional
care in complying with such conflicting Regulations.
The Company further agrees that it will at all times during the term of this Agreement 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 work.
ARTICLE 15 – NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS
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 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,
46
treatment and payment of subcontractors in connection with this agreement; and
b.
If requested, provide to the city within sixty days after the request a truthful
and complete list of the names of all subcontractors, vendors, and suppliers that
Company has used on city contracts in the past five years, including the total
dollar amount paid by contractor on each subcontract or supply contract. The
Company further agrees to fully cooperate in any investigation conducted by the
city pursuant to the city's 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.
ARTICLE 16 - MISCELLANEOUS CONDITIONS
16.1 Relationship of the Parties. The relationship of the parties established by this
Agreement is solely that of independent contractors, and nothing contained in this
Agreement shall be construed to (i) give any party the power to direct or control the dayto-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.
16.2 Governing Law and Jurisdiction.
The parties acknowledge that this
Agreement is made and entered into in Charlotte, 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 Agreement, and that North Carolina law shall
govern interpretation of this Agreement and any other matters relating to this Agreement
(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
Agreement shall be brought in a state or Federal court sitting in Mecklenburg County,
North Carolina. By execution of this Agreement, 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.
16.3 Amendment. No amendment or change to this Agreement shall be valid unless
in writing and signed by both parties to this Agreement.
16.4 Binding Nature and Assignment. This Agreement shall bind the parties and
their successors and permitted assigns. Neither party may assign this Agreement
without the prior written consent of the other. Any assignment attempted without the
written consent of the other party shall be void.
16.5 Severability. The invalidity of one or more of the phrases, sentences, clauses or
sections contained in this Agreement shall not affect the validity of the remaining portion
47
of the Agreement so long as the material purposes of the Agreement can be determined
and effectuated. If any provision of this Agreement 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 Agreement shall be deemed
amended by modifying such provision to the extent necessary to make it enforceable
while preserving its intent.
16.6 CAD Standards. Company shall use and abide by the Airport’s CAD standards,
attached hereto as Exhibit C and incorporated herein by reference.
16.7 Approvals. All approvals or consents required under this Agreement must be in
writing.
16.8 Waiver. No delay or omission by either party to exercise any right or power it
has under this Agreement 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 Agreement 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 Agreement shall be effective unless
in writing and signed by the party waiving the rights.
16.9 Interest of the Parties. The Company 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
services required to be performed under this Agreement.
16.10 Taxes. The Company shall pay all applicable Federal, State and local taxes that
may be chargeable against the performance of the Services.
16.11 No Bribery or Lobby. The Company certifies that to the best of its knowledge,
information, and belief, neither it, any of its affiliates or subcontractors, nor any
employees of any of the forgoing has bribed or lobbied, or attempted to bribe or lobby,
an officer or employee of the City in connection with this Agreement.
16.12 Survival of Provisions. Those Articles of this Agreement and the Exhibits that
by their nature would reasonably be expected to continue after the termination of this
Agreement shall survive the termination of this Agreement.
16.13 Endorsement of Documents. The Company 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 Company.
16.14 Entire Agreement. This Agreement is the entire agreement between the parties
with respect to its subject matter, and there are no other representations,
understandings, or agreements between the parties relative to such subject matter.
This Agreement supersedes all prior agreements, negotiations, representations, and
48
proposals (“prior agreements”), written or oral, except to the extent such prior
agreements are incorporated by reference into this Agreement.
ARTICLE 17- MANDATORY FEDERAL PROVISIONS
Federal laws and regulations prescribe that certain provisions be included in federally
funded contracts and subcontracts. The additional federal provisions mandatory for this
Agreement are attached hereto as Exhibit D and incorporated herein by reference.
Company must comply with all provisions of Exhibit D. Furthermore, the City has set a
goal for Company as part of City’s Disadvantaged Business Enterprise Program. The
goal is set forth in Exhibit E, attached hereto and incorporated herein by reference.
Program requirements and compliance may be obtained from Laura Dahlberg, Diversity
Program Manager, 704-359-1910.
ARTICLE 18- COMPLIANCE WITH SECURITY MEASURES.
Company acknowledges and agrees that:
a.
the City of Charlotte’s Aviation Department has offices in the secured area
of the Terminal, access to which is subject to security measures imposed by the
United States (“Security Plan”) and enforced by the Transportation Security
Administration;
b.
access to the Aviation Department or the airfield by Company’s officers
and employees shall be limited to and conditioned upon compliance with the
Security Plan as it exists upon the effective date of this agreement, and as may
be modified from time to time;
c.
Company’s officers and employees who need regular access to the
Leased Premises will have to apply for and qualify for security identification
badges (“Security Badges”) issued by the Aviation Director; and
d.
City shall not be liable to Company for any diminution or deprivation of
Company’s rights hereunder on account of the inability or delay of
Company or his officers or employees to obtain a Security Badge,
regardless of the reason.
ARTICLE 19 - COMPLIANCE WITH E-VERIFY.
As a condition for payment under this Contract, Company shall: (i) 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 charges and
other liabilities (including settlement amounts) incurred on account of any failure by
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Company or any subcontractor to comply with the E-Verify Requirements.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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THIS AGREEMENT, entered into as of the day and year first written above for Services
for in an amount not to exceed $[INSERT].
.
[INSERT COMPANY NAME]
Federal Tax I.D. No. _______________
By: _____________________________
Printed Name: ____________________
Title: ___________________________
Date: ___________________________
CITY OF CHARLOTTE
By: _____________________________
Printed Name: ____________________
Title: ___________________________
Date: ___________________________
This instrument has been pre-audited in the manner required by the "Local Government
Budget and Fiscal Control Act".
________________________________
Deputy Finance Officer
Date: ____________________
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EXHIBIT A
SCOPE OF SERVICES
TIMETABLE
FEE DETAIL
EXHIBIT B
CONFIDENTIALITY AGREEMENT
EXHIBIT C
CAD STANDARDS
EXHIBIT D
MANDATORY FEDERAL PROVISIONS
EXHIBIT E
DISADVANTAGED BUISNESS ENTERPRISES
52