Date: November 5, 2013
RFP Number: 2013-10-002
Charlotte Douglas International Airport’s
Request for Proposal
for
Passenger Boarding Bridge Maintenance Services
DATE
EVENT
November 7, 2013
Issuance of the Request for Proposals (“RFP”) by Charlotte
Douglas International Airport (“Airport”).
November 14, 2013 by
12:00 p.m. EST
Submission of Written Questions Prior to Pre-Proposal
Conference.
November 19, 2013 at
10:00 a.m. EST
Non-mandatory Pre-Proposal Conference.
November 22, 2013 by
12:00 p.m. EST
Submission of Written Questions After the Pre-Proposal
Conference.
December 3, 2013 by
2:00 p.m. EST
Proposal Submission.
December 4 – 11, 2013
Proposal evaluation
January 13, 2014
Contract Award by Council.
February 1, 2014
Company begins providing the Work.
Section 1: Instructions to Proposers’
1.1
Review and Comply. The RFP consists of the following components:
Section1:
General instructions and special conditions that apply to this selection
process and procurement.
Section 2:
The forms that a Proposer is required to complete and return as its
Proposal (called the “Proposal Response Forms”)
Section 3:
A contract substantially similar to the final contract the successful
Proposer will be expected to sign, including Exhibit A, which details the
entire scope of work falling under this RFP (the “Specifications”).
Each reference to this RFP includes all components listed above as well as any
addenda provided by the Airport. Please review each section carefully. Proposers’ will
be held accountable for having full knowledge of the contents of this RFP and for
performing any due diligence that may be necessary to submit a binding Proposal.
1.2
Definitions.
(A) Airport shall mean Charlotte Douglas International Airport
(B) City shall mean the City of Charlotte.
(C) Company shall mean the successful Proposer.
(D) Contract shall mean the terms and conditions under which the Company shall
provide the Work.
(E) RFP shall mean Request for Proposal.
(F) Procurement Manager shall mean the Airport employee identified in Section 1.7 and
who is responsible for the facilitation of this solicitation process.
(G) Project Manager shall mean the Airport or Company employee who is the point of
contact under this Contract.
(H) Proposal shall mean the narrative response to this RFP and completed Proposal
Response Forms.
(I) Proposal Response Forms shall mean the forms attached hereto in Section 2 and
submitted as the response to this RFP.
(J) Proposer shall mean an individual or entity submitting a Proposal to this RFP.
(K) Specifications shall mean the scope and details of the Work that the Company will
provide under the Contract.
(L) Work shall mean the actual products and/or services provided in compliance with the
Specifications and under this Contract.
1.3
RFP Not an Offer. This RFP does not constitute an offer by the Airport. No
recommendations or conclusions from this selection process shall constitute a right
(property or otherwise) under the Constitution of the United States or under the
Constitution, case law, or statutory law of North Carolina.
1.4
Binding Offer. Each Proposal submitted in response to this RFP constitutes a firm offer
that is binding for ninety (90) days from the start date of the Proposal evaluation and
must comply with all terms, conditions and requirements stated in this RFP, except to
the extent the Proposer takes exception to such provisions in the manner required by
Section 1.13.
1.5
Addenda. Any changes to the terms, conditions or requirements of this RFP will be
documented in written addenda issued by the Airport. These addenda will be posted as
detailed in Section 1.7. The receipt of each addendum must be acknowledged using
the space provided on Form 2 in Section 2. The Airport will not consider any Proposal
that fails to acknowledge receipt of each issued addendum.
1.6
Pre-Proposal Conference. When a Non-Mandatory Pre-Proposal Conference is
scheduled, as reflected above, the meeting will be held at the Airport’s CLT Center, 5601
Wilkinson Boulevard, Charlotte, N.C. 28208. Regardless of if the conference is
mandatory or non-mandatory, all Proposers’ are encouraged to attend. If special
accommodations are required for attendance, please notify the Procurement Manager
as listed in Section 1.7.
1.7
Questions. The Airport is committed to providing all prospective Proposers’ with
accurate and consistent information in order to ensure that no Proposer obtains an unfair
competitive advantage. To this end, from the start date of this RFP until the time of the
Proposal evaluation, no interpretation or clarification of the meaning of any part of this
RFP will be made orally to any prospective Proposer with the exception of questions
answered at any Pre-Proposal conference. Requests for information or clarification of
this RFP must be made in writing and addressed to the Procurement Manager at the
address, or email listed below, will email being the preferred method of communication.
Questions should reference the RFP page and topic number. All Questions must be
submitted by the dates referenced in the schedule on the first page of this RFP.
Tashiek Lescott
Charlotte Douglas International Airport
CLT Center
RFP # [Insert RFP Number]
5601 Wilkinson Boulevard
Charlotte, NC 28208
Email: procurement@cltairport.com
The Airport will post answers to timely submitted questions posed by perspective
Proposers’ and other information concerning this RFP on the Airport’s Advertisements
for Bids and Proposals website, located at the address below. RFP information can be
accessed by searching the website for the RFP name listed on the first page of this RFP.
It is the responsibility of the prospective Proposer to check the website for any
addenda issued for this RFP. The Airport reserves the right to disqualify any
prospective Proposer who contacts an Airport employee, or agent concerning this RFP,
other than in accordance with this Section.
http://charmeck.org/city/charlotte/Airport/AboutCLT/Pages/AdsForBids.aspx
1.8
How to Prepare Proposal Responses. All Proposals shall be prepared as follows:
(A) Complete all forms provided in Section 2. All responses must be submitted solely
on these forms. Add additional sheets if necessary.
(B) Proposal responses must be typewritten or completed in ink, signed by the Proposer
or the Proposers’ authorized representative. All erasures or corrections must be
initialed and dated by the person who signs the Proposal forms on behalf of the
Proposer.
(C) Proposals must include all detailed information as requested in Exhibit A of the
Contract, located in Section 3 of this RFP.
(D) All Proposals must include a cover letter indicating the Proposers’ name, address,
telephone number, federal tax ID number, and facsimile number. The proposal must
be signed in ink by an authorized representative of the Proposers’ firm.
1.9
How to Submit Proposal Responses. All Proposers’ shall:
(A) Submit their Proposal in an envelope with the following information written on the
outside of the envelope
(1) The Proposers’ company name;
(2) The RFP name as indicated on the first page of this RFP;
(3) Identification of the Work for which the Proposal is submitted as indicated on the
first page of the RFP; and
(B) No Proposer shall submit more than one Proposal unless multiple or alternative
Proposals are requested in Exhibit A of the Contract, located in Section 3 of this
RFP. Any multiple or alternative Proposals must be brought to the Airport’s attention
either during the Pre-Proposal conference or submitted in writing at least five (5)
days prior to the start of the Proposal evaluation.
(C) Mail or deliver one (1) unbound original Proposal signed in ink by a company official
authorized to make a legal and binding offer and two (2) copies to the address listed
below, by the date and time listed in the schedule on the first page of this RFP. Any
Proposal not submitted per the requirements of this Section will be considered nonresponsive and will not be considered.
Mail or Deliver to:
Charlotte Douglas International Airport
CLT Center
5601 Wilkinson Boulevard
Charlotte, NC 28208
Attn: Tashiek Lescott
1.10
Guarantor. If the Proposer is a subsidiary of another entity, the Airport requires that the
Proposers’ parent entity provide a guarantee of payment of all of the Proposers’
obligations under the Contract. The Airport also may require from any Proposer a
guaranty from another entity, other than the parent, where applicable, if the Airport
concludes that such guaranty would be beneficial to protect the Airport’s interest. If a
guarantor is required, the Proposer must: (a) identify a guarantor that is acceptable to
the Airport, (b) provide the Airport with the same financial information about the
guarantor that the Proposer is required to provide about itself under this RFP; and (c)
provide the Airport with a signed, legally binding guaranty agreement from the approved
guarantor that is acceptable to the Airport in its sole discretion. Failure to comply with
the foregoing shall be grounds for rejection of the Proposers’ Proposal.
1.11
Prompt Payment Discounts. Proposers’ are urged to compute all discounts into the
price offered. If a prompt payment discount is offered, it will not be considered in the
award of the Contract except as a factor to aid in resolving cases of identical prices.
1.12
Ownership and Public Record. All Proposals and supplementary material provided as
part of this process will become property of the Airport upon submission. Proposers’ are
advised that all information included in the materials provided may become available to
the public under North Carolina’s Public Records Law. Proposers’ may designate
information confidential that is a trade secret or confidential under North Carolina
Statute. However, improperly designated material in a Proposal may result in the entire
Proposal being disqualified. In submitting a Proposal, each Proposer agrees that the
Airport may reveal any trade secrets or confidential information to Airport staff,
consultants or third parties assisting with this RFP and resulting Contract.
1.13
How to Submit an Exception. If the Proposer wants to take an exception to the
Specifications as stated in Exhibit A to the Contract included in Section 3 of this RFP,
the Proposer must clearly identify in Form 2 each of the following:
(A) The number and title of each section of the Specifications that the Proposer takes
exception to;
(B) The specific sentence within such section that the Proposer takes exception to; and
(C) Any alternative provision proposed by the Proposer.
Proposers’ are reminded that a material variance from the terms of this RFP may result
in the Proposal being rejected by the Airport.
1.14
How to Submit an Objection. When a Proposer has an objection to the terms and
conditions of this RFP or to the Contract as included in Section 3, the Proposer may
submit such objection by doing the following:
(A) When a Pre-Proposal conference is scheduled, the Proposer should either present
their objection at that time (either verbally or in writing), or submit a written objection
prior to the scheduled Pre-Proposal conference.
(B) When a Pre-Proposal conference is not scheduled, Proposer s must submit
objections in writing no later than the deadline to submit questions as stated in the
scheduled on the first page of this RFP.
(C) Except for objections raised at the Pre-Proposal conference, all objections must be
directed to the Procurement Manager.
(D) Failure to object in the manner specified in this Section shall constitute a waiver of
any objections the Proposer may have to the terms and conditions or to anything that
occurred during this RFP process.
1.15
No Collusion or Conflict of Interest. By responding to this RFP, the Proposer shall be
deemed to have represented and warranted that the Proposal is not made in connection
with any competing Proposer submitting a separate response to this RFP, and is in all
respects fair and without collusion
1.16
Airport’s Rights and Options. Airport reserves the following rights, which may be
exercised at the sole discretion of the Aviation Director, or his designee:
(A) To supplement, amend, substitute or otherwise modify this RFP at any time;
(B) To cancel this RFP with or without the substitution of another RFP;
(C) To take any action affecting this RFP, the RFP process, or the Work or facilities
subject to this RFP that would be in the best interest of the Airport;
(D) To issue additional requests for information;
(E) To require one or more Proposers’ to supplement, clarify or provide additional
information in order for the Airport to evaluate the Proposals submitted;
(F) To conduct investigations with respect to the qualifications and experience of each
Proposer;
(G) To change the Proposal evaluation dates or any other dates relevant to the RFP;
(H) To waive any defect or irregularity in any Proposal received;
(I) To reject any or all Proposals;
(J) To request the successful Proposer to provide samples of each item requested
under this RFP prior to the award of the Contract. Samples will be retained by the
Airport for comparison with items delivered under the Contract;
(K) To award all, none, or any part of the items that is in the best interest of the Airport,
with one or more of the Proposers’ responding, which may be done with or without
re-solicitation; and
(L) To enter into any agreement deemed to be in the best interest of the Airport, with
one or more of the Proposers’ responding.
1.17
Equal Opportunity. The Airport has an equal opportunity purchasing policy that seeks
to ensure that all segments of the business community have access to supplying the
goods and services needed by Airport programs. The Airport provides equal opportunity
for all businesses and does not discriminate against any Proposers’ regardless of race,
color, religion, age, sex, national origin or disability.
1.18
City License Requirement. A current City or Mecklenburg County Business License is
required for the successful Proposer who either personally or through agents, solicits
business within the City limits, or picks up or delivers goods or services within the City
limits. All questions regarding licensing should be directed to the Business Tax
Collections Office, 704.336.6315.
1.19
Award Criteria. The Airport reserve the right to award a Contract to the Proposer who
in the Airport’s sole discretion best meets the requirements set forth in the selection
criteria. The Airport reserves the right to reject any Proposal, without limitation.
1.20
Proposals on All or Part. Unless otherwise specified by the Airport or by the Proposer,
the Airport reserves the right to make award on all or part of the items to be purchased
or the services needed. Proposers’ may restrict their Proposals to consideration in the
aggregate by so stating in the Proposal. However, Proposals restricted to consideration
in the aggregate must also include a unit price on each item Proposal.
1.21
Multiple Contract Awards. The Airport reserves the right to award multiple contracts
for the Work required by this RFP if the Airport deems multiple contracts to be in its best
interest.
1.22
Anti-lobbying Provision. Maintaining the integrity of its RFP process is of paramount
importance to the Airport. To this end, each Proposer is asked to voluntarily refrain from
contracting any members of the City of Charlotte’s (“City") City Council until the award of
the Contract is presented for their approval.
1.23
Contract Award by City Council. As soon as practical after opening the Proposals, the
name of the apparent successful Proposer will be submitted to the City Council for final
approval and award. Prior to the recommendation to the City Council, the successful
Proposer must provide to the Airport an executed Contract which will be substantially
similar to the contract in Section 3 of this RFP. Upon approval of the Contract by City
Council, the Airport will execute the documents and send a copy to the successful
Proposer. In the event that Council approval is not received within ninety (90) days after
evaluation of the Proposals, the successful Proposer may request that it be released
from the Proposal.
1.24
Post Award Conference. A post-award conference may be scheduled as soon as
practical after the award of the Contract. The Company shall attend the conference
along with the Company’s prospective Project Manager and any anticipated major
subcontractors, and shall provide at such conference a written schedule for the delivery
of any Work for which no delivery dates have been specified in this RFP. The Company
shall provide at least two (2) local telephone numbers that may be used to contact the
Company’s authorized representative in the event of an emergency after normal
business hours.
1.25
Notice to Proceed. The successful Proposer shall not commence work or make
shipment under this RFP until duly notified by receipt of the executed Contract from the
Airport. If the successful Proposer commences work or makes shipment prior to that
time, such action is taken at the Proposers’ risk, without any obligation of reimbursement
by the Airport.
1.26
Options and Accessories. The Airport may in its discretion purchase from the
successful Proposer options and accessories beyond what is called for in Exhibit A to
the Contract in Section 3 of this RFP, provided that such purchase does not create
unfairness so as to defeat the purpose of the Proposal statutes.
1.27
E-Verify. Each Proposal shall be accompanied by an E-Verify Certification in the form
set forth in Section 2 Forum Six. Proposer understands that E-Verify refers to the
federal E-Verify program operated by the U.S. Department of Homeland Security to
verify the work authorization of newly hired employees pursuant to federal law and in
compliance with the requirements of Article 2 of Chapter 64 of the North Carolina
General Statutes. Proposer is required by federal and state law to comply with the EVerify program and ensure compliance by any subcontractor hired by the Proposer to
perform any portion of the work under this RFP.
Section 2: Proposal Response Forms
FORM ONE
PROPOSER SUBMISSION FORM
PROPOSAL # 2013-10-002
Passenger Boarding Bridge Maintenance Services
This Proposal is submitted by:
Company Name: _________________________________________________
Representative (printed):____________________________________________
Representative (signed): _______________________________________________
Address:
________________________________________________________
________________________________________________________
City/State/Zip: ________________________________________________________
Telephone:
________________________________________________________
Facsimile:
________________________________________________________
E-Mail Address: ______________________________________________________
State of Incorporation: _________________________________________________
Business Type:
Corporation
Partnership
Sole Proprietorship
Joint Venture
Limited Liability Corporation
Other (Specify)
It is understood by the Proposer that the Airport reserves the right to reject any and all
Proposals, to make awards on all items or on any items according to the best interest of
the Airport, to waive formalities, technicalities, to rescind and re-solicit this RFP.
Proposals are valid for ninety (90) calendar days from Proposal evaluation start date.
______________________________________
Company Name
________________________
Date
_____________________________________
Authorized Signature
________________________
Please type or print name
FORM TWO
ADDENDUM ACKNOWLEDGEMENT
PROPOSAL # 2013-10-002
Passenger Boarding Bridge Maintenance Services
Proposal Submission Check List: Confirm by placing a check mark in the space provided
that as the Proposer the information listed below has been reviewed and compiled within the
submission of a response to this RFP.
(A)
_____ Addenda acknowledgement. Please contact the Aviation Procurement Manager
to verify the number of addenda issued via email at procurement@cltairport.com.
Addenda Receipt: The following confirms receipt of any and all addenda
issued for this RFP:
Addendum #
___________
___________
___________
Date Issued
__________
__________
__________
(B)
_____ Proposal document has been signed by authorized Proposer official.
(C)
_____ Proposal package has been properly labeled per the instructions. (See Section
1.9)
(D)
_____ Proposal Response Forms and Documentation
1.
2.
3.
4.
5.
6.
Bid Submission - Form One
Addenda Acknowledgement - Form Two
Exceptions Form – Form Three
Pricing - Form Four
Non-Discrimination Certification - Form Five
E-Verify Certification – Form Six
The signature below certifies the Bid response complies with the requirements of this ITB and
that the above items A through D have been verified as complete. The Bidder further
represents that it has read and can comply with all terms of the Contract, including without
limitation, the insurance requirements.
______________________________________
Company Name
________________________
Date
_____________________________________
Authorized Signature
________________________
Please type or print name
FORM THREE
EXCEPTIONS FORM
PROPOSAL # 2013-10-002
Passenger Boarding Bridge Maintenance Services
The undersigned Proposer agrees to provide all Work requested in the RFP for the price(s) set
forth in the Form 4, in strict conformance with the terms, conditions and specifications set forth
in the RFP (including any addenda or amendments), subject only to the exceptions stated in the
chart below. Exceptions representing material changes to the RFP’s terms are grounds for
rejection of the Proposal. List any exceptions taken to the general specifications provided in
Exhibit A in Section 3 of this RFP. For each exception, provide an explanation. If none, state
“None”.
RFP Section Number
RFP Section Title
Exception and Proposed Change to RFP
The signature below certifies that: (a) the Proposal complies with the requirements of this RFP;
and (b) that the Proposer takes no exception to the terms of the RFP other than those listed in
the chart contained in this Form.
______________________________________
Company Name
________________________
Date
_____________________________________
Authorized Signature
________________________
Please type or print name
FORM FOUR
PRICING SHEET
PROPOSAL # 2013-10-002
Passenger Boarding Bridge Maintenance Services
Instructions:


If your Proposal includes price increases over the term of the Contract, such increases must
be clearly designated below.
In case of error in extension of prices in the Proposal, the unit prices, where available, shall
govern.
1. Proposers’ shall insert the four (4) labor “All In” rates indicated below. Labor rates
should be in the form of dollars and cents, for example “35.50”. Spread sheet will
automatically calculate the Proposers’ price. Proposers’ shall submit both a hard copy
and soft electronic copy of the Price Offer with their Proposal.
NORMAL WORK HOURS 22:00 TO 07:00
OVERTIME PAID FOR HOURS OVER 40 IN ANY WEEK
Hourly Rate
Lead PBB Technician - Straight Time Rate
Lead PBB Technician - Overtime Rate
PBB Technician - Straight Time Rate
PBB Technician - Overtime Rate
Lead PBB Technician Straight Time Cost (Rate * 2,000
hours)
$
-
Lead PBB Technician Overtime Cost (Rate * 250)
$
-
PBB Technician Straight Time Cost (Rate * 2,000 hours)
$
-
PBB Technician Overtime Cost (Rate * 250)
$
-
$
-
Total Proposed Price
2. Financial Stability:
a. State whether any contracts to which your Company was a party has ever been
terminated early. If so, identify which ones and provide details.
b. State whether your Company is a party in a legal claim or lawsuit with any client as a
result of your Company’s operation of a public service. If so, describe the issues.
c. State whether your Company, or any entity in which your Company has had an
ownership interest, ever had a bond or surety canceled or forfeited. If yes, state the
name of bonding company, date and amount of bond and reason for such
cancellation or forfeiture.
d. State whether your Company, or any entity in which your Company has had an
ownership interest, ever been declared bankrupt. If yes, state date, court jurisdiction,
amount of liabilities and assets, type (i.e. Chapters 7, 11, 12, etc.), and resolution or
current status.
The undersigned hereby certifies the Proposer has read the terms of this RFP and is authorized
to bind the firm to the information set forth herein. Further the Proposer certifies that in
connection with this procurement:
1. The prices in this Proposal have been arrived at independently, without consultation,
communication, or agreement, for the purpose of restricting competition, as to any matter
relating to such prices with any other Proposer or with any competitor;
2. Unless otherwise required by law, the Proposer has not knowingly disclosed the prices that
have been quoted in this Proposal directly or indirectly to any other Proposer or to any
competition prior to the evaluation of the Proposal; and
3. No attempt has been made or will be made by the Proposer to induce any other person or
firm to submit or not to submit a Proposal for the purpose of restricting competition.
______________________________________
Company Name
________________________
Date
_____________________________________
Authorized Signature
________________________
Please type or print name
FORM FIVE
NON-DISCRIMINATION PROVISION
FOR ALL CITY CONTRACTS
Proposal #: 2013-10-002 Passenger Boarding Bridge Maintenance Services
The undersigned Proposer hereby certifies and agrees that the following information is correct:
1. In preparing the enclosed Proposal, the Proposer has considered all proposals submitted
from qualified, potential subcontractors and suppliers, and has not engaged in discrimination
as defined in Section 2 below.
2. For purposes of this section, discrimination means discrimination in the solicitation,
selection, or treatment of any subcontractor, vendor, supplier or commercial customer on the
basis of race, ethnicity, gender, age, religion, national origin, disability or any otherwise
unlawful form of discrimination. Without limiting the foregoing, discrimination also includes
retaliating against any person or other entity for reporting any incident of discrimination.
3. Without limiting any other remedies that the City may have for a false certification, it is
understood and agreed that, if this certification is false, such false certification will constitute
grounds for the City to reject the Proposal submitted with this certification, and terminate any
contract awarded based on such Proposal. It shall also constitute a violation of the City’s
Commercial Non-Discrimination Ordinance and shall subject the Proposer to any remedies
allowed there under, including possible disqualification from participating in City contracts or
solicitation processes for up to two years.
4. As a condition of contracting with the City, the 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 Proposal and to any contract awarded on such
Proposal. It shall also constitute a violation of the City’s Commercial Non-Discrimination
Ordinance, and shall subject the Proposer to any remedies that are allowed there under.
5. As part of its Proposal, the Proposer shall provide to the City a list of all instances within the
past ten years where a complaint was filed or pending against Proposer in a legal or
administrative proceeding alleging that 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 Proposal to the City, the 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
there under.
______________________________________
Company Name
________________________
Date
_____________________________________
Authorized Signature
________________________
Please type or print name
FORM SIX
E-VERIFY CERTIFICATION
Proposal #: 2013-10-002 Passenger Boarding Bridge Maintenance Services
This E-Verify Certification is provided to the City of Charlotte (the “City”) by the company signing
below (“Company”) as a prerequisite to the City considering Company for award of a City
contract (the “Contract”).
1. Company understands that:
a. E-Verify is the federal program operated by the United States Department of
Homeland Security and other federal agencies to enable employers to verify the
work authorization of employees pursuant to federal law, as modified from time to
time.
b.
Article 2 of Chapter 64 of the North Carolina General Statutes requires employers
that transact business in this state and employ 25 or more employees in this state to:
(i) verify the work authorization of employees who will be performing work in North
Carolina through E-Verify; and (ii) maintain records of such verification (the “E-Verify
Requirements”).
c. North Carolina General Statute 160A-20.1(b) prohibits the City from entering into
contracts unless the contractor and all subcontractors comply with the E-Verify
Requirements.
2. As a condition of being considered for the Contract, Company certifies that:
a. If Company has 25 or more employees working in North Carolina (whether now or at
any time during the term of the Contract), Company will comply with the E-Verify
Requirements in verifying the work authorization of Company employees working in
North Carolina; and
b. Regardless of how many employees Company has working in North Carolina,
Company will take appropriate steps to ensure that each subcontractor performing
work on the Contract that has 25 or more employees working in North Carolina will
comply with the E-Verify Requirements.
3. Company acknowledges that the City will be relying on this Certification in entering into the
Contract, and that the City may incur expenses and damages if the City enters into the
Contract with Company and Company or any subcontractor fails to comply with the E-Verify
Requirements. Company agrees to indemnify and save the City harmless from and against
all losses, damages, costs, expenses (including reasonable attorney’s fees) obligations,
duties, fines and penalties (collectively “Losses”) arising directly or indirectly from violation of
the E-Verify Requirements by Company or any of its subcontractors, including without
limitation any Losses incurred as a result of the Contract being deemed void.
______________________________________
________________________
Company Name
Date
_____________________________________
________________________
Authorized Signature
Please type or print name
Section 3: Contract
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
CONTRACT NO. __________
CONTRACT TO PROVIDE
[Insert Title of Work]
This Contract (the “Contract”) is entered into as of this [insert Date] (the “Effective Date”), by
and between [insert Company name], a [insert type of company] registered under the laws
of the State of [insert state] and doing business in North Carolina (the “Company”), and the
City of Charlotte, a municipal corporation of the State of North Carolina (the "City").
Statement of Background and Intent
A. The City is the owner and operator of the Charlotte Douglas International Airport
(“Airport”); and
B. The City issued An Request for Proposal dated [insert date] requesting Proposals from
qualified firms to provide the City with [insert product/service description] hereafter
referred to as ("Work"). This Request for Proposal, together with all attachments and any
amendments, is referred to herein as the “RFP"; and
C. The Company submitted a Proposal in response to RFP on [insert date]. This Proposal,
together with all attachments is referred to herein as the “Proposal”; and
D. The Company wishes to provide the Work to the City all in accordance with the terms
and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in further consideration of the covenants and conditions
contained in this Contract, the parties agree as follows:
AGREEMENT
1. INCORPORATION OF EXHIBITS. The following Exhibits are attached to the Contract and
incorporated into and made a part of this Contract by reference:
Exhibit A: Specifications
Exhibit B: Equipment
Exhibit C: Proposal
Any conflict between language in an Exhibit and the Contract shall be resolved in favor of
the main body of this Contract. Each reference to [insert company name] in the Exhibits
shall be deemed to mean the Company.
2. DEFINITIONS. The terms in this contract shall have the meanings set forth in Section 1.2 of
the RFP.
3. TERM. The term of the Contract will be for one (1) year from the Effective Date with an
option to renew for one (1) additional one-year term. The Contract may be extended only
by a written amendment to the contract signed by both parties.
4. COMPENSATION. The City shall pay the Company for the Work delivered in compliance
with the Specifications and at the prices and frequency set forth in Exhibit C. The maximum
amount of the Contract shall not exceed [insert dollar amount in words] ($[insert amount
in numbers]) This amount constitutes the maximum fees and charges payable by the
Company in the aggregate under this Contract and will not be increased except by a written
amendment duly executed by both parties. The Company shall not be entitled to charge the
City ant prices, fees or other amounts that are not listed in Exhibit C.
5. BILLING. Each invoice sent by the Company shall include all reports, information and data
required by this Contract (including the Exhibits) necessary to entitle the Company to the
requested payment. The Company shall send one (1) copy only of each invoice bi-weekly
using one of the following options:
1. Option 1 – E-mail one copy of each invoice to cocap@charlottenc.gov. Company shall
not mail invoices that have been sent via e-mail.
2. Option 2 – Mail one copy of each invoice to:
City of Charlotte- Accounts Payable
P.O. Box 37979
Charlotte, NC 28237-37979
Attn: Aviation
The City is not tax exempt from sales tax. The Company shall include all applicable State
and County sales taxes on the invoice and not combined with the cost of the goods or
services.
Payment of invoices shall be due within thirty (30) days after the City has received all of the
following: (a) an accurate, properly submitted invoice, (b) all reports due for the month
covered by the invoice; and (c) any other information reasonably requested by the City to
verify the charges contained in the invoice.
6. GENERAL WARRANTIES. Company represents and warrants that:
6.1
It is a legal entity, validly existing and in good standing under the laws of the State of
[insert state], and is qualified to do business in North Carolina;
6.2
It has all the requisite corporate power and authority to execute, deliver and perform
its obligations under this Contract;
6.3
The execution, delivery, and performance of this Contract have been duly authorized
by Company;
6.4
No approval, authorization or consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter into and perform its
obligations under this Contract;
6.5
In connection with its obligations under this Contract, it shall comply with all
applicable federal, state and local laws and regulations, including but not limited to EVerify and shall obtain and provide to the City all applicable permits and licenses
within ten (10) days of the Company receiving notice of award and within twenty-four
(24) hours of demand at any time during the Term; and
6.6
The Company shall not violate any agreement with any third party by entering into or
performing this Contract.
6.7
The Work shall comply with all requirements set forth in this Contract, including but
not limited to the attached Exhibits;
6.8
The Company guarantees the materials and workmanship on all materials and
services provided under the Contract and that it will fix any defects at its own
expense that are discovered during the guarantee period at the time designated by
and to the satisfaction of the Airport;
6.9
All work performed by the Company and/or its subcontractors pursuant to this
Contract shall meet industry accepted standards, and shall be performed in a
professional and workmanlike manner by staff with the necessary skills, experience
and knowledge; and
6.10
The Work provided by the Company under this Contract will not infringe or
misappropriate any patent, copyright, trademark or trade secret rights of any third
party.
7. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the City and
the City’s officers, agents and employees from and against any and all claims, losses,
damages, obligations, liabilities and expenses, including but not limited to attorneys' fees,
arising out of or resulting from Company’s performance under this Contract, except to the
extent that the claims, losses, damages, obligations, liabilities and expenses are caused by
the sole negligence of the City, or the City’s officers, agents and employees. Such liabilities
shall include those arising from a violation of any federal, state or local law, regulation or
ordinance by the Company or any of its subcontractors (including without limitation E-Verify
or other immigration laws). Company shall purchase insurance, as described in Section 9 of
the Contract, which shall include coverage for the contractual liability described herein. In
any case in which Company provides a defense to the City pursuant to this indemnity, the
defense will be provided by attorneys reasonably acceptable to the City. This provision shall
survive the expiration or early termination of the Contract.
8. INSURANCE. The Company shall obtain and maintain during the life of the Contract, with
an insurance company rated not less than A by A.M. Best, authorized to do business in the
State of North Carolina the following insurance:
8.1.
Automobile Liability. Bodily injury and property damage liability covering all owned,
non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury
each person, each accident and $1,000,000 property damage, or $1,000,000
combined single limit - bodily injury and property damage. Where the company will
have driving privileges on the AOA, these limits increase to $5,000,000.
8.2.
Commercial General Liability. Insurance with a limit of not less than $1,000,000 per
occurrence or in the aggregate including coverage for bodily injury, property damage,
products and completed operations, personal injury liability and contractual liability.
8.3.
Worker’s Compensation and Employers Liability. The Company shall meet the
statutory requirements of the State of North Carolina and any applicable Federal
laws.
The City shall be listed as an additional insured under the commercial general liability
insurance for operations or services rendered under this Contract. The Company shall not
commence any work in connection with this Contract until it has obtained all of the foregoing
types of insurance and proof of such insurance have been submitted to the Airport and all
insurance has been approved.
9. OTHER INSURANCE REQUIREMENTS.
9.1.
The City shall be exempt from, and in no way liable for any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Company and/or subcontractor providing such
insurance.
9.2.
The City shall be named as an additional insured for operations or services rendered
under the general liability coverage. The Company’s insurance shall be primary of
any self-funding and/or insurance otherwise carried by the City for all loss or
damages arising from the Company operations under this Contract.
9.3.
Certificates of such insurance will be furnished to the City and shall contain the
provision that the City be given thirty (30) days written notice of any intent to amend
or terminate by either the insured or the insuring company.
9.4.
Should any or all of the required insurance coverage be self-funded/self-insured, a
copy of the Certificate of Self-Insurance or other documentation from the North
Carolina Department of Insurance shall be furnished.
9.5.
If any part of the work under the Contract is sublet, the subcontractor shall be
required to meet all insurance requirements set forth in the Contract. Nothing
contained herein shall relieve the Company from meeting all insurance requirements
or otherwise being responsible for the subcontractor.
10. TERMINATION.
10.1.
TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any
time without cause by giving thirty (30) days written notice to the Company.
10.2.
TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the
other party, either party may terminate this Contract upon the occurrence of one or
more of the following events:
10.3.
10.2.1.
The other party violates or fails to perform any covenant, provision,
obligation, term or condition contained in this Contract, provided that,
unless otherwise stated in this Contract, such failure or violation shall not
be cause for termination if both of the following conditions are satisfied: (i)
such default is reasonably susceptible to cure; and (ii) the other party cures
such default within thirty (30) days of receipt of written notice of default
from the non-defaulting party; or
10.2.2.
The other party attempts to assign, terminate or cancel this Contract
contrary to the terms hereof; or
10.2.3.
The other party ceases to do business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
debts as they become due, files a petition in bankruptcy or has an
involuntary bankruptcy petition filed against it (except in connection with a
reorganization under which the business of such party is continued and
performance of all its obligations under this Contract shall continue), or if a
receiver, trustee or liquidator is appointed for it or any substantial part of
other party’s assets or properties.
10.2.4.
Any notice of default pursuant to this Section shall identify and state the
party’s intent to terminate this Contract if the default is not cured within the
specified period.
ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving
written notice to the Company, the City may also terminate the Contract upon the
occurrence of one or more of the following events (which shall each constitute
grounds for termination without a cure period and without the occurrence of any of
the other events of default previously listed):
10.3.1. The Company makes or allows to be made any material written
misrepresentation or provides any materially misleading written information in
connection with the RFP, the Proposal, or any covenant, agreement,
obligation, term or condition contained in this Contract; or
10.3.2. The Company takes or fails to take any action which constitutes grounds for
immediate termination under the terms of this Contract, including but not
limited to failure to obtain or maintain the insurance policies and
endorsements or failure to provide the proof of insurance as required by this
Contract.
10.3.3. The Company fails to meet delivery times or the Work does not comply with
the terms of this Contract as set forth in Exhibit A.
10.4.
NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of the
Contract shall not relieve the Company of the obligation to pay any fees, taxes or
other charges then due to the City, nor relieve the Company of the obligation to file
any daily, monthly, quarterly or annual reports covering the period to termination nor
relieve the Company from any claim for damages previously accrued or then
accruing against the Company.
10.5.
OBLIGATIONS UPON EXPIRATION OR TERMINATION. In the event this Contract
is terminated by the City for any reason prior to the end of the term, the Company
shall upon termination immediately discontinue all service in connection with this
Contract and promptly cancel all existing orders and subcontracts, which are
chargeable to this Contract. As soon as practicable after receipt of notice of
termination, the Company shall submit a statement to the City showing in detail the
Work performed under this Contract to the date of termination.
10.6.
NO SUSPENSION. In the event that the City disputes in good faith an allegation of
default by the Company, notwithstanding anything to the contrary in this Contract,
the Company agrees that it will not terminate this Contract or suspend or limit the
delivery of the Work or any warranties or repossess, disable or render unusable any
Software supplied by the Company, unless (i) the parties agree in writing, or (ii) an
order of a court of competent jurisdiction determines otherwise.
10.7.
AUTHORITY TO TERMINATE. The Aviation Director or their designee is authorized
to terminate this Contract on behalf of the City.
11. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this
Contract, the Company shall cooperate with the City to assist with the orderly transfer of the
Work, functions and operations provided by the Company hereunder to another provider or
to the City as determined by the City in its sole discretion.
12. REMEDIES.
12.1.
Right to Cover. If the Company fails to meet any completion date or resolution time
set forth in this Contract (including all Exhibits) or the Project Plan, the City may take
any of the following actions with or without termination this Contract, and in addition
to and without limiting any other remedies it may have:
12.1.1. Employ such means as it may deem advisable and appropriate to perform
itself or obtain the Work from a third party until the matter is resolved and the
Company is again able to resume performance under this Contract; and
12.1.2. Deduct any and all expenses incurred by the City in obtaining or performing
the Work from any money then due or to become due to the Company and,
should the City’s cost of obtaining or performing the Work exceed the amount
due the Company, collect the amount due the City from the Company.
12.2.
Right to Withhold Payment. If the Company breaches any provision of this Contract,
the City shall have the right to withhold all payments due to the Company until such
breach has been fully cured.
12.3.
Setoff. Each party shall be entitled to setoff and may deduct from any amounts owed
to the other party under this Contract all damages and expenses incurred as a result
of the other party’s breach of this Contract.
12.4.
Other Remedies. Upon breach of this Contract, each party may seek all legal and
equitable remedies to which it is entitled. The remedies set forth herein shall be
deemed cumulative and not exclusive and may be exercised successively or
concurrently, in addition to any other available remedy. However, under no
circumstances shall the Airport be liable to the Company for damages arising from
delay, whether caused by the Airport or not.
13. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this
Contract is solely that of independent contractors, and nothing contained in this Contract
shall be construed to (i) give any party the power to direct or control the day-to-day activities
of the other; (ii) constitute such parties as partners, joint ventures, co-owners or otherwise
as participants in a joint or common undertaking; (iii) make either party an agent of the other
for any purpose whatsoever, or (iv) give either party the authority to act for, bind, or
otherwise create or assume any obligation on behalf of the other. Nothing herein shall be
deemed to eliminate any fiduciary duty on the part of the Company to the City that may arise
under law or under the terms of this Contract.
14. AUDIT. During the term of this Contract and for a period of one (1) year after termination of
this Contract, the City shall have the right to audit, either itself or through an independent
auditor, all books and records and facilities of the Company necessary to evaluate the
Company’s compliance with the terms and conditions of the Contract or the City’s payment
obligations. The City shall pay its own expenses, related to such audits, but shall not have
to pay any expenses or additional costs of the Company. However, if non-compliance is
found that would have cost the City in excess of $10,000 but for the audit, then the
Company shall be required to reimburse the City for the cost of the audit.
15. RECORDS. The City shall have the right to audit the Company’s invoices, expense reports
and other documents relating to the Work performed under the Contract, and shall not be
required to pay for Work which did not occur or which occurred in breach of the Contract.
The Company shall make such documents available for inspection and copying by the City
in Charlotte, North Carolina between the hours of 9:00 a.m. and 5:00 p.m., Monday through
Friday, whenever requested by the City.
16. INSPECTION. The Airport reserves the right to inspect the equipment, plant or other
facilities of the Company to confirm that such conform to the requirements set forth in
Exhibit A and is adequate and suitable for proper and effective performance of this
Contract. Such inspections shall be conducted during normal business hours and upon at
least three (3) days’ notice to the Company.
17. ACCEPTANCE OF THE WORK. The Work delivered under this Contract shall remain the
property of the Company until the Airport physically inspects, actually uses and accepts the
Work.
18. COMPANY PROJECT MANAGER. Where the RFP or the Contract requires the Company
to provide a Project Manager, their duties shall include, but are not limited to, the following:
18.1.
Coordination of Project schedules and the Company’s resource assignment based
upon the City’s requirements and schedule constraints;
18.2.
Acting as the Company’s point of contact for all aspects of the Contract
administration, including invoicing for the Work, and status reporting;
18.3.
Facilitation of review meetings and conferences between the City and the
Company’s executives when scheduled or requested by the City;
18.4.
Communications among and between the City and the Company’s staff;
18.5.
Promptly responding to the City’s Project Manager when consulted in writing or by email with respect to the Work deviations and necessary documentation;
18.6.
Identifying and providing the City with timely written notice of all issues that may
threaten the Company’s ability to provide the Work in a manner contemplated by the
Contract;
18.7.
Ensuring that adequate quality assurance procedures are in place through the
duration of the Contract term; and
18.8.
Meeting with other companies working on City projects that relate to this effort as
necessary to resolve problem and coordinate the provision of the Work.
19. DUTY OF THE COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL
AND FACILITIES. The Company shall identify and request in writing from the City in a
timely manner the following:
19.1.
All information reasonably required by the Company to perform each task comprising
the Work;
19.2.
The City’s personnel whose presence or assistance may reasonably be required by
the Company to perform each task comprising the Work; and
19.3.
Any other equipment, facility or resource reasonably required by the Company to
perform the Work.
Notwithstanding the foregoing, the Company shall not be entitled to request the City provide
information, personnel or facilities other than those which Exhibit A specifically requires the
City to provide, unless the City can do so at no significant cost. The Company shall not be
relieved of any failure to perform under this Contract by virtue of the City’s failure to provide
any information, personnel, equipment, facilities or resources that is not required under
Exhibit A or requested in writing. However, where the Company provides written notice and
the City fails to provide included information, personnel, facility or resources, the Company
shall notify the City in writing immediately in accordance with the notice provision of this
Contract. Failure to do so shall constitute a waiver by the Company for any claim or defense
it may otherwise have based on the City’s failure to provide such information, personnel,
facility or resource.
20. NON-DISCRIMINATION. The City has adopted a Commercial Non-Discrimination Policy
that is described in Section 2, Article V of the Charlotte City Code, and is available for
review on the City’s website (the “Non-Discrimination Policy”). The Company agrees to
comply with the Non-Discrimination Policy, and consents to be bound by the award of any
arbitration conducted thereunder. As part of such compliance, the Company shall not
discriminate on the basis of race, gender, religion, national origin, ethnicity, age, or disability
in the solicitation, selection, hiring, or treatment of subcontractors, vendors, suppliers, or
commercial customers in connection with a City contract or contract solicitation process, nor
shall the Company retaliate against any person or entity for reporting instances of such
discrimination. The Company shall provide equal opportunity for subcontractors, vendors
and suppliers to participate in all of its subcontracting and supply opportunities on City
contracts, provided that nothing contained in this clause shall prohibit or limit otherwise
lawful efforts to remedy the effects of marketplace discrimination that has occurred or is
occurring in the marketplace. The Company understands and agrees that a violation of this
clause shall be considered a material breach of this Contract and may result in termination
of this Contract, disqualification of the Company from participating in City contracts or other
sanctions.
As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to
the City all information and documentation that may be requested by the City from time to
time regarding the solicitation, selection, treatment and payment of subcontractors in
connection with this Contract; and (b) if requested, provide to the City within sixty days after
the request a truthful and complete list of the names of all subcontractors, vendors, and
suppliers that Company has used on City contracts in the past five years, including the total
dollar amount paid by Contractor on each subcontract or supply contract. The Company
further agrees to fully cooperate in any investigation conducted by the City pursuant to the
City’s Non-Discrimination Policy as set forth in Section 2, Article V of the City Code, to
provide any documents relevant to such investigation that are requested by the City, and to
be bound by the award of any arbitration conducted under such Policy. The Company
understands and agrees that violation of this clause shall be considered a material breach of
this Contract and may result in contract termination, disqualification of the Company from
participating in City contracts and other sanctions.
The Company further agrees to provide to the City from time to time on the City’s request,
payment affidavits detailing the amounts paid by Company to subcontractors and suppliers
in connection with this Contract within a certain period of time. Such affidavits shall be in
the format provided by the City.
21. COMPANY WILL NOT SELL or DISCLOSE DATA. The Company will treat as confidential
information all data provided by the City in connection with this Contract. City data
processed by the Company shall remain the exclusive property of the City. The Company
will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City
in any manner except that contemplated by this Contract.
22. WORK ON CITY’S PREMISES. The Company will ensure that its employees and agents
shall, whenever on the City’s premises, obey all instructions and directions issued by the
City’s Project Manager with respect to work on the City’s premises. The Company agrees
that its personnel and the personnel of its subcontractors will comply with all rules,
regulations and security procedures of the City when on the city’s premises.
23. NO LIENS. All products provided under this Contract shall be delivered and remain free
and clear of all liens and encumbrances.
24. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is
required to conduct a background check on each Company employee assigned to work
under the Contract, and shall require its subcontractors (if any) to perform a background
check on each of their employees assigned to work under the Contract (collectively, the
“Background Checks”). Each Background Check must include: (a) the person’s criminal
conviction record from the states and counties where the person lives or has lived in the
past seven years; and (b) a reference check.
24.1.
The Company must follow all State and Federal laws when conducting Background
Checks, including but not limited to the Fair Credit Reporting Act requirements, and
shall requires its subcontractors to do the same.
24.2.
The Company shall notify the City of any information discovered in the Background
Checks that may be of potential concern for any reason.
24.3.
The City may conduct its own background checks on principals of the Company as
the City deems appropriate. By operation of the public records law, background
checks conducted by the City are subject to public review upon request.
25. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The Company
hereby certifies that it has or it will within thirty (30) days after execution of this Contract:
25.1.
Notify employees that the unlawful manufacture, distribution, dispensation,
possession, or use of controlled substance is prohibited in the workplace and
specifying actions that will be taken for violations of such prohibition;
25.2.
Establish a drug-free awareness program to inform employees about (i) the dangers
of drug abuse in the workplace, (ii) the Company’s policy of maintaining a drug-free
workplace, (iii) any available drug counseling, rehabilitation, and employee
assistance programs, and (iv) the penalties that may be imposed upon employees
for drug abuse violations;
25.3.
Notify each employee that as a condition of employment, the employee will (i) a
Proposal by the terms of the prohibition outlines in (a) above, and (ii) notify the
Company of any criminal drug statute conviction for a violation occurring in the
workplace not later than five days after such conviction;
25.4.
Impose a sanction on, or requiring the satisfactory participation in a drug counseling,
rehabilitation or abuse program by an employee convicted of a drug crime;
25.5.
Make a good faith effort to continue to maintain a drug-free workplace for employees;
and
25.6.
Require any party to which it subcontracts any portion of the work under the contract
to comply with the provisions of this Section.
A false certification or the failure to comply with the above drug-free workplace requirements
during the performance of this Contract shall be ground for suspension, termination or
debarment.
26. NOTICES. Any notice, consent or other communication required or contemplated by this
Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight
courier, by electronic mail or by telefax to the intended recipient at the address set forth
below. Notice shall be effective upon the date of receipt by the intended recipient; provided
that any notice which is sent by telefax or electronic mail shall also be simultaneously sent
by mail deposited with the U.S. Postal Service or by overnight courier. Each party may
change its address for notification purposes by giving the other party written notice of the
new address and the date upon which it shall become effective.
Communications that relate to any breach, default, termination, delay in performance,
prevention of performance, modification, extension, amendment, or waiver of any provision
of this Contract shall be sent to:
For The Company:
For The City:
Charlotte Douglas International Airport
Attn:
5601 Wilkinson Boulevard
Charlotte, NC 28208
Phone:
Fax:
E-mail:
With Copy To:
With Copy To:
Charlotte Douglas International Airport
Attn:
5601 Wilkinson Boulevard
Charlotte, NC 28208
Phone:
Fax:
E-mail:
All other notices shall be sent to the other party’s Project Manager at the most recent
address provided in writing by the other party.
27. MISCELLANEOUS.
27.1.
Non-Exclusivity. The Company acknowledges that it is one of several providers of
the Work to the City and the City is not obligated to contract with the Company for
any particular project.
27.2.
Time is of the Essence. Time is of the essence in having the Company perform all
Work and deliver all items within the time frames provided by this Contract and
Exhibit A, including all completion dates, response times and resolution time.
Except as specifically stated in the Contract, there shall be no extensions of the
stated time frames. All references to days in this Contract (including the Exhibits)
shall refer to calendar days rather than business days, unless the Contract provides
otherwise for a specific situation.
27.3.
Entire Contract. This Contract including all Exhibits constitutes the entire agreement
between the parties with respect to the subject matter herein. There are no other
representations, understandings, or agreements between the parties with respect to
such subject matter. This Contract supersedes all prior agreements, negotiations,
representations and Proposals, written or oral.
27.4.
Amendment. No amendment or change to the Contract shall be valid unless in
writing and signed by both parties to the Contract.
27.5.
Service Changes and Change Orders. In the event changes to the Work (collectively
“Change”), become necessary or desirable to the parties, the parties shall follow the
procedures set forth in this Section. A Change shall be effective only when
documented by a written amendment to this Contract executed by both parties. The
amendment shall set forth in detail (i) the Change requested, including all
modifications of the duties of the parties; (ii) the reason for the proposed Change;
and (iii) a detailed analysis of the impact of the Change on the results of the Work
including the impact on all delivery dates and any associated price.
In the event either party desires a Change, the Project Manager for such party shall
submit to the other party’s Project Manager a written request for the Change. If the
receiving party does not accept the Change within ten (10) days, the receiving party
shall be deemed to have rejected the Change request. If the parties cannot reach an
agreement on a proposed Change, the Company shall nevertheless continue to
render performance under this Contract in accordance with its (unchanged) terms
and conditions.
Changes that involve or increase the amounts payable by the City require execution
by the Aviation Director or a designee depending on the amount. Some increases
may require execution by the City Manager or a designee or approval by Charlotte
City Council.
27.6.
Governing Law and Jurisdiction. North Carolina law shall govern the interpretation
and enforcement of this Contract, and any other matters relating to this Contract (all
without regard to North Carolina conflicts of law principles). All legal actions or other
proceedings relating to this Contract shall be brought in a state or federal court sitting
in Mecklenburg County, North Carolina. By execution of this Contract, the parties
submit to the jurisdiction of said courts and hereby irrevocably waive any and all
objections which they may have with respect to venue in any court sitting in
Mecklenburg County, North Carolina.
27.7.
Binding Nature and Assignment. This Contract shall bind the parties and their
successors and permitted assigns. Neither party may assign this Contract without
the prior written consent of the other. Any assignment attempted without the written
consent of the other party shall be void. For purposes of this Section, a Change in
Control, as defined in Section 28.13 constitute an assignment.
27.8.
Survival of Provisions. Those Sections of the Contract and the Exhibits, which by
their nature would reasonably be expected to continue after the termination of the
Contract shall survive the termination of the Contract, including, but not limited to, the
indemnification and definition Sections of this Contract.
27.9.
Severability. The invalidity of one or more of the phrases, sentences, clauses or
sections contained in this Contract shall not affect the validity of the remaining
portion of this Contract so long as the material purposes of this Contract can be
determined and effectuated. If any provision of this Contract is held to be
unenforceable, then both parties shall be relieved of all obligations arising under
such provision, but only to the extent that such provision is unenforceable, and this
Contract shall be deemed amended by modifying such provision to the extent
necessary to make it enforceable while preserving its intent.
27.10. No Publicity. No advertising, sales promotion or other materials of the Company or
its agents or representations may identify or reference this Contract or the City in any
manner without the prior written consent of the City. Notwithstanding the forgoing,
the parties agree that the Company may list the City as a reference in responses to
invitations to Proposal or requests for proposals, and may identify the City as a
customer in presentations to potential customers.
27.11. No Manufacturer or Dealer Advertisement. No manufacture or dealer shall advertise
on goods or services delivered to the Airport without prior approval by the Aviation
Director, or his designee.
27.12. Waiver. No delay or omission by either party to exercise any right or power it has
under this Contract shall impair or be construed as a waiver of such right or power.
A waiver by either party of any covenant or breach of this Contract shall not
constitute or operate as a waiver of any succeeding breach of that covenant or of
any other covenant. No waiver of any provision of this Contract shall be effective
unless in writing and signed by the party waiving the rights.
27.13. Change in Control. In the event of a change in “Control” of the Company (as defined
below), the City shall have the option of terminating this Contract by written notice
to the Company. The Company shall notify the City within ten days of the
occurrence of a change in control. As used in this Contract the term “Control” shall
mean the possession, direct or indirect, of either (i) the ownership of or ability to
direct the voting of, as the case may be fifty-one percent (51%) or more of the equity
interests, value or voting power in the Company or (ii) the power to direct or cause
the direction of the management and policies of the
Company whether through
the ownership of voting securities, by contract or otherwise.
27.14. Force Majeure. Neither party hereto shall be liable to the other for any failure, delay
or interpretation in the performance of any of the terms, covenants, or conditions of
this Contract due to causes beyond the control of that party including, but not limited
to, court order, shortages of materials, acts of God, act of the public enemy, acts of
superior governmental authority, weather conditions, floods, riots, rebellion, sabotage
or other circumstances for which such party is not responsible, which the party
cannot reasonably circumvent or which are not in its power to control, for as long as
such cause continues. This Section does not include strikes, slow-downs, walkouts,
lockouts and individual disputes.
27.15. No Limitations on Disclosure. The Company agrees that the Airport shall be able to
disclose and distribute to any persons or entities, without restrictions, all Work and
samples provided under this Contract or the RFP. The Company specifically agrees
that the Airport can and will provide samples of the Work provided under this
Contract to the Company’s competitors in any future procurement process.
27.16. No Bribery. The Company certifies that neither it, any of its affiliates or
subcontractors, nor any employees of any of the forgoing has bribed or attempted to
bribe an officer or employee of the City in connection with this Contract.
27.17. Familiarity and Compliance with Laws and Ordinances. The Company agrees to
make itself aware of and comply with all local, state and federal ordinances, statutes,
laws, rules and regulations applicable to the Work. The Company further agrees that
it will at all times during the term of this Contract be in compliance with all applicable
federal, state and/or local laws regarding employment practices. Such laws will
include, but shall not be limited to workers’ compensation, the Fair Labor
Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and
Medical Leave Act (FMLA) and all OSHA regulations applicable to the work.
27.18. Taxes. The Company shall pay all applicable federal, state and local taxes which
may be chargeable against the performance of the Work.
28. NON-APPROPRIATION OF FUNDS. If the City Council does not appropriate the funding
needed by the City to make payments under this Contract for a given fiscal year, the City will
not be obligated to pay amounts due beyond the end of the last fiscal year for which funds
were appropriated. In such event, the City will promptly notify the Company of the nonappropriation and this Contract will be terminated at the end of the last fiscal year for which
funds were appropriated. No act or omission by the City, which is attributable to nonappropriation of funds shall constitute a breach of or default under this Contract.
IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and
understood each and every provision hereof, the parties have caused this Contract to be
executed on the date first written above.
(INSERT COMPANY NAME)
BY: _____________________________
SIGNATURE: ________________________
TITLE: _________________________
DATE: ________________________
CITY OF CHARLOTTE
BY: _____________________________
SIGNATURE: ________________________
TITLE: _________________________
DATE: ________________________
This instrument has been pre-audited in the manner required by Local Government Budget and
Fiscal Control Act.
BY: _________________________________________________
CITY OF CHARLOTTE, FINANCE DEPARTMENT
EXHIBIT A: Specifications
1. Project Overview.
1.1. The City of Charlotte, NC – Charlotte-Douglas International Airport (hereafter referred to
as the “Owner”) is planning to undertake a project to significantly upgrade the condition
of the Owner owned Passenger Boarding Bridges (PBB’s) at the Charlotte-Douglas
International Airport. This project will entail a focused PBB Maintenance Services
Program intended to bring the PBB’s into good working order, improve their reliability
and provide a base condition for the implementation of an effective PBB preventative
maintenance process.
1.2. The Owner wishes to engage a qualified PBB Maintenance Contractor to provide
expertise and manpower to supplement the Owner’s own PBB Maintenance staff. It is
the intent of the Owner that the Contractor’s qualified staff would work in conjunction
with Owner’s PBB Maintenance staff, and under the direction of the Owner’s PBB
Maintenance management, to carry out the necessary PBB Maintenance activities.
1.3. The Owner anticipates the duration of this project to be a minimum of one (1) year and
maximum of two (2) years.
1.4. The Owner shall require the Contractor to supply the following personnel to support
their PBB Maintenance Program:
a) One (1) full time Lead PBB Mechanic, who must have extensive experience with
PBB maintenance and be able to work independently with overall objectives and
direction provided by the Owner;
b) One (1) full time PBB mechanic, experienced with PBB maintenance and able to
work under the direction of the Lead PBB Mechanic; and
c) The Owner may require one or more additional full time PBB mechanics depending
on the PBB maintenance work to be completed.
1.5. This Technical Specification describes the Contractor qualifications and Scope of Work
requirements for this PBB Maintenance Program.
1.6. The Owner currently owns and maintains fifty-eight (58) PBB’s on the A, B, C, D and E
Concourses at the Airport (See Exhibit B). These PBB’s are of varying age and are in
need of significant maintenance to bring them up to a more maintainable and reliable
condition. These PBB’s are from three different manufacturer’s (Jetway, Thyssen,
DEW) and include Apron Drive, Full Service Radial (FSR) and Tele-radial design PBB’s.
Each gate has, in addition to the PBB’s, a Point of Use Pre-Conditioned Air unit (PCAir)
and an Aircraft Ground Power unit (GPU).
2. Intent of Certain Terms or Adjectives.
2.1. The Technical Specification may include terms “as allowed,” “as approved,” “as
ordered,” “as directed” or terms of like effect or import to authorize an exercise of
professional judgment by the Owner. In addition, the adjectives “reasonable,” “suitable,”
“acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to
describe an action or determination of the Owner as to the Work. It is intended that
such exercise of professional judgment, action or determination will be solely to
evaluate, in general, the Work for compliance with the requirements of and information
in the Technical Specification and conformance with the design concept of the
completed Project as a functioning whole as shown or indicated in the Technical
Specification (unless there is a specific statement indicating otherwise). The use of any
such term or adjective shall not be effective to assign to the Owner any duty or authority
to supervise or direct the furnishing of the Work or any duty or authority to undertake
responsibility contrary to any other provision of the Technical Specification.
2.2
Unless stated otherwise in the Technical Specification, words or phrases which have
a well-known technical or construction industry or trade meaning are used in the
Technical Specification in accordance with such recognized meaning.
2.3
The word “non-conforming”, when modifying the word “Work”, refers to Work that fail
to conform to the requirements of the Technical Specification, written Amendments,
Change Orders and written clarifications or interpretations issued by the Owner.
2.4
The word “day” or “days” shall constitute a calendar day of 24 hours measured from
midnight to the next midnight. When a numeric indication is given for a number of
“days”, it shall mean calendar days not work week days.
3. Contractor Requirements.
3.1
Qualified Contractors must be specifically in the business of performing PBB
maintenance and must have at least ten (10) years of continuous experience with the
maintenance of PBB’s.
3.2
Qualified Contractors shall have personnel possessing verifiable and credible
continuous experience with the maintenance of PBB’s.
3.3
The Contractor’s Lead PBB Maintenance person assigned to do the work at the
Airport must:
a) have documented training and ten (10) years of experience in the maintenance
of all PBB manufacturer’s equipment;
b) be “expert” in PBB maintenance and must have the requisite knowledge and
experience to trouble shoot and repair any and all mechanical, electrical and
electronic systems on the PBB’s;
c) be able to work independently to perform the needed PBB repairs, without
assistance from the Owner’s personnel or assistance from other personnel of the
Contractor or other companies or consultants;
d) be available to be assigned to the Airport continuously for the duration of the
project; and
e) be able to provide “hands on” training to the Owner’s PBB maintenance
personnel assigned to work with the Contractor’s personnel.
3.4
The Contractor’s PBB Maintenance person assigned to do the work at the Airport
must:
a) have documented training and five (5) years of experience in the maintenance of
all PBB manufacturer’s equipment;
b) have the requisite knowledge and experience to trouble shoot and repair any and
all mechanical, electrical and electronic systems on the PBB’s under the direction
of the Lead PBB maintenance person;
c) be able to work with the Lead PBB maintenance person to perform the needed
PBB repairs; and
d) be available to be assigned to the Airport continuously for a minimum of 3
months at a time. The Contractor shall be allowed to replace the PBB
Maintenance person with thirty (30) days of notice to the Owner. The Owner
retains the right to approve the PBB maintenance person assigned to the Project.
3.5
The Contractor shall submit with their offer detailed evidence of the required ten (10)
years of continuous PBB maintenance experience with their offer. This evidence
shall include the details of PBB Maintenance contracts they have executed over the
last ten (10) years, including:
a) Equipment Owner Name, Location and Contact Information;
b) Start date and Duration of Maintenance Contract;
c) Scope of Maintenance Contract;
d) Equipment maintained via an Owner approved Preventive Maintenance program;
e) Major corrective or recovery maintenance performed and on which equipment;
and
f)
Other significant maintenance activities that further demonstrate the capabilities
and experience of the Contractor.
3.6
The Contractor shall submit with their offer the resume´ or CV of the PBB
Maintenance Lead and PBB Maintenance personnel they intend to utilize in the
performance of this Project.
3.7
Failure to submit the Contractors PBB Maintenance experience and contract
information or personnel information to be assigned to the Project, with the
Contractor’s offer shall deem the offer to be non-responsive and it shall be rejected.
3.8
Contractor shall not be allowed to subcontract any or all of the work associated with
the Project. Only Contractor’s direct employees shall be allowed to be assigned to
the Project.
3.9
The Owner has the sole right to approve the Contractors personnel to be assigned to
the Project. The Contractor shall not assign personnel to the project that have not
been approved by the Owner. Only Contractor personnel approved by the Owner
shall be allowed to perform any work associated with the project.
4. General PBB Maintenance Program Requirements.
4.1
It is the intent of the Owner that this PBB Maintenance Services be a continuous
process from start to finish. The Owner recognizes that these PBB Maintenance
Services could take up to two (2) years to compete, depending on the qualified
resources the Contractor or Contractors are able to utilize for the Services.
4.2
The Owner reserves the right to use multiple qualified Contractors to perform various
parts of the PBB Maintenance Program.
4.3
All Work shall be planned and executed in a manner so as to minimize the impact on
existing airport / airline operations. However, some Work will require taking the PBB
out of service for a day or two. The Contractor will coordinate this Work with the
Owner and tenant airlines well in advance of the Work being performed.
4.4
The normal work shift for the Contractor’s personnel to perform the PBB
Maintenance Services shall be from 22:00 to 07:00.
4.5
The Contractor, in conjunction with the Airport’s Project Manager, shall supply a
weekly work schedule for the upcoming week by noon each Friday. This weekly work
schedule will provide the details of what Work will be done at which gates.
4.6
At least bi-weekly, the Contractor shall meet with the Owner to review the Work
recently completed, and the Work planned for the next few weeks. The Contractor
shall also bring to the Owner’s attention any significant maintenance, safety or
operational issues identified since the last meeting.
4.7
Unless specific approval is obtained from the Owner and the tenant airline, no Work
shall be performed when the tenant airline’s aircraft is parked at the gate and the
PBB is docked to the aircraft.
4.8
The Contractor must promptly report to the Owner any conditions, transactions,
situation, or circumstances encountered by the Contractor, which would impede or
impair the proper and timely performance of the Work.
4.9
The Contractor shall not employ any persons or use any labor, or use or have any
equipment, or permit any condition to exist which shall or may cause or be
conductive to any labor complaints, troubles, disputes or controversies and the
progress thereof. The contractor shall not employ undocumented/illegal aliens or
employees whose authorization to be in the country expired or was revoked. The
Contractor shall use its best efforts to resolve any such complaint, trouble, dispute or
controversy.
4.10
If required, the Contractor shall use Owner approved barriers to segregate any major
PBB Maintenance Service activities from other AOA activities.
4.11
The Contractor shall be responsible to obtain any required licenses and permits
required to carry out the PBB Maintenance Services Scope of Work.
4.12
The Contractor’s employees and other representatives from the Contractor shall be
required to obtain badging at the Airport. Contractor will comply with all regulations
issued by the TSA relating to Restricted Area Access and shall be responsible for
requesting the Aviation Director, or his designee to issue identification badges to all
employees and other personnel under its control who require access to restricted
areas at the Airport as a part of their regularly assigned duties and shall endeavor to
obtain the return of the identification badges of all personnel terminated from the
employ of Contractor or transferred from Airport assignment and upon termination of
this Contract. Contractor shall promptly report to Aviation Director or his designee
the names of all persons who were employed by Contractor from whom they were
unable to obtain the return of City issued identification badges. Aviation Director or
his designee shall have the right to require Contractor to conduct background
investigations and to furnish certain data on such employees before the issuance of
such identification badges which may include the fingerprinting of employee
applicants for such badges. The Owner will provide no escorts.
4.13
The Contractor shall have one or more employees who are qualified and badged to
drive on the AOA.
4.14
The Contractor shall have their equipment vehicles/trailers inspected and licensed to
be on the AOA.
4.15
The Airport is a smoke free facility. The Contractor is required to ensure that all of its
personnel adhere to and abide with the smoking policy at the Airport.
4.16
Contractor shall provide the supervision, labor, materials, supplies, expendables,
tools, equipment, vehicles, and consumables required to complete the Work.
4.17
Arrangements may be made with the Owner to use one of the Owner’s PBB AFrames if an A-Frame is required for any of the Work. The Owner shall also supply
any man lifts, cranes or mobile lighting the Contractor may need to complete its
Work. Otherwise, the Owner or tenant airlines will not supply and tools, equipment,
vehicles, supplies, etc. required by the Contractor.
4.18
Contractor shall be responsible to collect and dispose, in an appropriate manner, any
waste materials, including any hazardous wastes associated with paint, solvents,
lubricants, etc.
4.19
Contractor shall maintain its work area(s) in a clean and orderly manner during all
maintenance activities. At the close of each shift, all tools and equipment shall be
appropriately stored. All waste materials shall be collected and disposed of. All parts
shall be collected, organized and stored in an orderly fashion in its designated
storage location(s). Jobsite trailers shall be stored in a location determined by the
Owner, and no such trailer shall be used for human occupancy. Employees will
present a neat and professional appearance and will rest/break in designated areas.
5. PBB Maintenance Program.
5.1
The Contractor shall provide an hourly rate, which will be charged by the Contractor,
for each hour the Contractor’s personnel are at the Airport performing the Work. This
hourly rate shall be considered an “all in rate” and shall include, but not limited to, all
supervision, labor, materials, supplies, expendables, equipment, tools and all travel
and living costs for the Contractor’s employees.
5.2
The Owner shall supply any and all spare or replacement PBB parts, OEM or
otherwise, that will be required by the Contractor to perform the Work. The
Contractor shall notify the Owner when such spare or replacement parts are required
so that Owner can order such parts in a timely fashion.
5.3
All Work shall be performed by Contractor in accordance with industry standards and
where applicable, per the system operating manuals, maintenance manuals,
preventive maintenance requirements, service bulletins, and all other applicable
requirements and documents developed or supplied by the PBB OEM’s.
5.4
If spare or replacement parts are required to complete a specific repair, the
Contractor shall schedule this repair so that all the required materials, components,
supplies, equipment are procured or supplied by the Owner and are on-site before
the specific PBB repair item is scheduled to be performed. Status of the required
materials, components, supplies and equipment being procured shall be included in
the Contractor’s weekly report to the Owner.
5.5
The Contractor shall have a documented Safety Program for its employees
performing the PBB Maintenance Services at the Airport. A copy of the Contractor's
safety program and procedures must be submitted with the Contractor’s Proposal
and shall be approved by the Owner prior to Contract Award. The Owner reserves
the right to require the Contractor to revise their safety procedures to comply with the
Owner’s requirements, and to implement any such revisions in a timely manner.
a) The Contractor shall ensure that its employees and adhere to all OSHA and CAE
safety regulations and procedures.
b) The Contractor's Safety Program must include provisions for training,
enforcement and audit for compliance.
c) It is the responsibility of the Contractor and its personnel to immediately remedy
any observed unsafe condition or situation. Ensuring this level of safety
awareness and action is the responsibility of all Contractor personnel. The Owner
reserves to prohibit any contractor employee from entering the work area if the
employee has repeated violations of established safety or security measures.
6. Applicable Codes and Standards.
6.1
The Contractor shall ensure compliance to all relevant codes, regulations and
standards during the performance of the PBB Maintenance Services. These shall
include, but are not limited to:
a) Airport Security, Badging, AOA Access, Safety and Construction Policies and
Procedures;
b) State, County and Local Construction and Electrical Codes;
c) DOT 49 CFR Part 1500 Series – Civil Aviation Security;
d) DOT 14 CFR Part 157 - Notice of Construction, Alteration, Activation and
Deactivation of Airports;
e) NEC (National Electric Code); and
f) NEMA (National Electrical Manufacturers Association
7. Pricing.
7.1
The pricing structure for the PBB Maintenance Services shall be subject to the
following:
a) Labor Cost: Shall be the Contractor’s approved “all in” labor rate for work
performed at the Airport multiplied by the hours required to perform the Work.
Labor rates shall be per the Contractor’s price offer. Labor rates shall be based
on normal working hours being 22:00 to 07:00. Separate labor rates shall be
provided for Lead and Regular PBB Maintenance technician. Overtime rate shall
be paid for all hours over forty (40) hours.
b) Material Cost: The Owner shall supply any spare or replacement PBB parts
required for the PBB Maintenance Services tasks. No parts shall be ordered or
supplied by Contractor.
7.2
The Contractor shall submit bi-weekly an invoice to the Owner for the hours spent in
that month for the PBB Maintenance Program. The invoice shall include daily time
sheets for the Contractor’s employees. The daily time sheets shall indicate the hours
worked and the tasks worked on and/or completed for each day.
7.3
For the purposes of cost comparison, the Owner shall value the various proposed
hourly rates based on 2,000 hours per year, per employee.
8. Evaluation Criteria and Weighting. The selection committee will consider all documents,
the response to this RFP, information gained while evaluating responses, and other relevant
information to make its determination. In seeking the best and highest quality of services,
the following criteria will be considered when evaluating proposals. No one criterion or
combination of criteria will be controlling in the selection process. Award will be made to
Proposer who, in City's sole judgment, is most responsive in meeting City's requirements
associated with providing PBB Maintenance Services, using the following criteria as a guide.
a) Proposed Service (Specifications, Section 3) (25%)
 The demonstrated quality and capability of Proposers’ organization as it relates to
performing the proposed services.
b)
Proposed Fees (Section 2, Form Four) (25%)
 The reasonableness of Proposers’ hourly rates; and
 Proposers’ ability to meet its financial obligations
c)
Experience and Personnel (Specifications, Section 3) (25%)
 Proposers’ demonstrated ability, capacity, and skill to perform or provide the required
services; and
 Proposers’ past experience, including that of Proposers’ personnel, in providing PBB
Maintenance Services at an airport similar in size to the Airport.
d) Required Forms (Section 2, Forms 1-3 and 5-8) (25%)
 All required forms must be complete, signed (where signature is requested) and
returned with narrative response to this RFP.
9. Contract Type: The Contract will be a unit price contract for an indefinite amount of Work
to be furnished as ordered. The Airport may make available to Proposer s information
regarding the Airport’s purchase history or projected estimates of the approximate quantity
of Work that will be needed. Notwithstanding such information, each Proposer is required to
perform its own due diligence on which to base its Proposal. Inaccuracy of information
provided by the Airport will not give rise to any claim against the Airport, or entitle any
Proposer to rescind its Proposal or the Company to terminate or amend the Contract. All
expenditures under a unit price contract are contingent upon appropriations having been
made by City Council.
10. Price Adjustment if Not Included as Part of the Proposal. If price adjustments are not
included in your Proposal, the price(s) stated in your Proposal shall apply for the entire term
of the Contract unless the Airport approves a price adjustment in writing in accordance with
the following terms:
a) Price increases shall only be allowed when justified in the Airport’s sole discretion
based on legitimate, bona fide increases in the cost of materials. No adjustment
shall be made to compensate the Company for inefficiency in operation, increase in
labor costs or for additional profit.
b) To obtain approval for a price increase, the Company shall submit a written request
to the Airport’s Project Manager, at the address listed below, together with written
documentation sufficient to demonstrate that the increase is necessary based on
legitimate increase in the cost of materials. The request must state and fully justify
the proposed price increase per unit over the price originally Proposal.
Charlotte Douglas International Airport
CLT Center
5601 Wilkinson Boulevard
Charlotte, NC 28208
Attention: Michael Pridgen
c) No proposed price increase shall be valid unless accepted by the Airport in writing.
The Airport may approve such price increase for the remaining term of the Contract
or for a shorter specified period, in the Airport’s sole discretion. If the Airport rejects
such price increase, the Company shall continue to perform under the Contract.
d) If the Airport approves a price increase pursuant to this Section and the market
factors justifying the increase shift so that the increase is no longer justified, the
Airport shall have the right to terminate the price increase and revert back to the
prices that were in effect immediately prior to the increase. The Company shall
notify the Airport in writing if the market factors on which the Airport granted the
increase change such that the Airport’s reasons for granting the increase no longer
apply.