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1 ADDENDUM NO. 2 REQUEST FOR PROPOSALS BAGGAGE HANDLING SYSTEMS OPERATIONS AND MAINTENANCE CONTRACT CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT CITY OF CHARLOTTE NORTH CAROLINA April 10, 2014

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1

ADDENDUM NO. 2

REQUEST FOR PROPOSALS

BAGGAGE HANDLING SYSTEMS

OPERATIONS AND MAINTENANCE CONTRACT

CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT

CITY OF CHARLOTTE

NORTH CAROLINA

April 10, 2014

2

AMENDMENTS TO THE RFP

1. A draft copy of the Baggage Handling Systems Operation and Maintenance Contract is

attached hereto and shall constitute Exhibit B to the RFP.

2. Appendix „F‟ of Exhibit A to the RFP has been amended to state

“Peak period shall mean 1:00pm through 9:00pm, local.”

3. Attachment 3 “Qualifications and Proposer Requirements; Section D. Financial

Information requirement has been deleted from the RFP.

4. Exhibit A - Statement of Work, Section IX, 07- paragraph B has been amended to read as

follows.

B. “The O&M Contractor shall ensure that all personnel at the work site wear the

safety devices/apparel required per contractor’s safety rules and regulations that

comply with all applicable OSHA and Owner rules and practices.”

5. Exhibit A - Statement of Work, Section V; 02– paragraph Q has been amended to read as

follows.

Q. “Responsible for filing parts and labor warranty claims with the BHS

manufacturer. All reimbursement from the manufacturer’s labor warranty shall

become the property of the Owner. Maintain and submit record of repair work

for equipment under manufacturer’s warranty for reimbursement by the

manufacturer. The record shall contain the time, date and duration of the repair,

suspected cause of failure, location of equipment and failed part identification

(serial number and parts number). If required by the manufacturer, the O&M

Contractor shall return the failed parts to the manufacturer for replacement and

reimbursement. The O&M Contractor shall pay for the delivery cost of the

returned parts. A maximum 10% mark up value is acceptable for parts obtained

directly by the O&M Contractor. “

6. Exhibit A - Statement of Work, Section XII; 01– paragraph C has been amended to read

as follows.

C. The O&M Contractor shall provide to the Owner resumes for all key personnel

(i.e., Contract Manager, and on-site personnel such as Supervisors, BHS Control

Room operators, Mechanics, Electricians and Controls Technicians) for the

Owner’s approval. These resumes shall be provided to the Owner no later than

fifteen (15) business days prior to employee’s intended start date.

3

RESPONSES TO PROPOSER QUESTIONS

1. Can a list of components that will be covered under this contract be provided by type,

manufacturer and quantities?

Drawings and further information will be provided through a Lockbox invitation to the

contact name provided per the confidentiality agreement. (Please contact Olivia Clark

([email protected]) if a lockbox invitation has yet to be sent to that contact)

2. Can a document be provided stating which equipment will be maintained during each

phase leading up to final completion?

See Answer to Question 1.

3. Please confirm no part of any inbound system will be maintained in this contract.

This contract will not include any maintenance with respect to any inbound system.

4. Can drawings be provided showing the BHS current, phased and final configuration?

See Answer to Question 1.

5. Will storage be available in close proximity to the BHS for critical spare parts?

Yes.

6. Where will our employees park? Is there a cost for this? If so how much?

There will be no charge for employee parking; however the employee parking spaces

have not yet been designated.

7. Is there a cost for badging or the application/finger printing? If so how much and how

often.

There will be no cost for badging or finger printing. Please follow the link below which

provides CLT’s web address to all rules and regulations with respect to badging and

fingerprinting.

http://charmeck.org/city/charlotte/Airport/Operations/Pages/default.aspx

8. The SOW 05-A-5 mentions doubling Jam Runner staffing during peak operating

period(s). Please provide documentation as to when peak periods are seen.

See Number 2 of Amendments to the RFP,

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9. What are the operational times of the outbound BHS?

4:00 a.m. through 11:00 p.m., Local.

10. Please confirm that a Customs Seal will not be required for the work under this contract.

No Customs Seal will be required for work under this contract.

11. Page VIII-1 section 01. A Contractor shall provide initial startup support during the

commissioning period of CBIS, starting on or about July 1, 2014. Please clarify the

amount of support, it this total head count to service West Matrix or a small crew for

training and commissioning purposes?

Please propose an initial startup support plan which will provide an estimation of the

total head count necessary to operate and maintain the West Matrix throughout the

initial start-up. This initial start-up period ends on or about January 12, 2015

12. Has CLT negotiated what the high level support agreement should cost per year with

Pteris, or is that to be left the individual contractor?

CLT’s intention is to negotiate a high level support agreement with Pteris. The agreement

will then be assigned to the successful proposer.

13. Considering that the Proposal Due Date falls right after the Easter holiday and the

response does require bidders to prepare a detailed technical proposal, would CLT

consider a 2 week extension?

After consideration, CLT has decided to keep the due date stated in the RFP, which is

April 22, 2014, 2:00pm, Local.

14. Will CLT share the results of the evaluation process with bidders after contract award?

CLT will share the results of the evaluation process upon request only.

15. In reference to the Proposal From, will the Contractor be reimbursed the Start Up Period

fees directly after completing the Transition?

See Article 5 of Exhibit B to the RFP.

16. In reference to article H, of Section 02-Responsibilities of the Contractor, can CLT

provide the amount of the parking fees and any applicable badging fees?

See answer to Questions 6 & 7.

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17. Can CLT provide a contact person with PGL that bidders should communicate with?

See answer to Question 12.

18. Please confirm the statement from the pre-proposal conference that there is no bid bond

requirement.

There is no bid bond requirement for this contract.

19. Please confirm the statement from the pre-proposal conference that employee parking is

free.

20. Please confirm the statement from the pre-proposal conference that initial employee

SIDA badging is free.

21. Is there a charge for fingerprinting in connection with employee SIDA badging? If yes,

what is the amount?

Answer 20, 21, & 22: See answer to Questions 6 & 7.

22. What are the payment terms for this contract, net 30 days?

See Article 5 of Exhibit B to the RFP.

23. Please provide phasing drawings of the BHS

See answer to Question 1.

24. Please provide a motor manifest for the new portions of the BHS

See answer to question 1.

25. Is there a cost for a permit to operate a vehicle on the AOA? If yes, what is the amount?

No.

26. Section 7.B.1. states that “The O&M Contractor shall provide and ensure that all

personnel at the work site wear the safety devises/apparel described below as required.

1. Approved back support and Protective devices.”

Can this requirement be eliminated as OSHA/NIOSH studies do not conclude that there

are any benefits from wearing back braces/supports, and the opposite may be true; that

back belts provide a false sense of security that may result in increased injury from over

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exertion, “the superman syndrome”,

“NIOSH believes that the decision to use back belts should be a voluntary

decision by both employers and employees. Back belt use should not be a

mandatory job requirement. If your workforce continues to wear back belts, you

should remember the following points:

There is a lack of scientific evidence that back belts work.

Workers wearing back belts may attempt to lift more weight than they would have

without a belt. A false sense of security may subject workers to greater risk of

injury.

Workers and employers should redesign the work environment and work tasks to

reduce manual material handling risk factors, rather than rely solely on back belts

to prevent injury.

The research needed to adequately assess back belt effectiveness will take several

years to complete. In the interim, workers should not assume that back belts are

protective.”

Reference: http://www.cdc.gov/niosh/docs/94-127/

See Number 4 of the Amendments to the RFP.

27. Is land line telephone service provided by the Airport? Cost?

The Airport will provide land line telephone service.

28. Is internet service provided by the Airport? Cost?

The Airport will provide internet service.

29. Is there a budget for this contract? What is the amount?

No budget has been determined for this contract.

30. Please confirm the normal operating time of the BHS system is planned to be 4:30am –

5:00am start, 11:30pm shut down.

See answer to Question 9.

31. When will the drawings, motor manifest and equipment lists (legacy and new) be issued

to the proposers?

See answer to Question 1.

32. How much are badging fees and cycle time for issuing?

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See answer to Question 7.

33. Can you supply a sequence of operations for the completed BHS?

See answer to Question 1.

34. Will custom seals be required in the FIS BHS area?

See answer to Question 10.

35. Will legacy equipment be included on the new HMI system and reports?

Existing controls on the Legacy equipment will be included on the new HMI system and

reports.

36. What is the total number of outbound baggage for year 2013?

3.9 Million.

37. What is the total number of inbound baggage for year 2013?

Not applicable per the scope the scope of this RFP.

38. How many linear feet will the completed BHS be?

The total length of the completed BHS is 21,000 LF of 4 miles.

39. How many drives will there be on the completed BHS?

There are approximately 1,047 new drives and approximately 40 drives from the Legacy

System.

40. Can alternate means be used to record faults in the system rather than having to write

work orders for each fault?

The new server will generate an “Equipment Malfunction Report“with date and time.

Alternate means of using this report are a possibility at this time.

41. Should we submit our Standard Terms and Conditions as part of our response since there

are none included in this RFP?

See Exhibit B to the RFP.

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42. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the

O&M Contractor – paragraph O., does the authority currently possess any historical data

for baggage jams, equipment part usage or any CMMS recording for PM / CM?

Historical data not available.

43. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the

O&M Contractor – paragraph P., it is understood that the authority determined their spare

parts inventory from new equipment manufacturer suggested spare parts requirement lists

in conjunction with the authority‟s existing spare stock to meet the normal service

requirements of the BHS equipment. Is a list of the spare equipment stock available for

review?

See answer to Question 1.

44. In reference to the Statement of Work, Section V; Page 7; Part 02. Responsibilities of the

O&M Contractor – paragraph Q., it is understood that O&M Contractor is responsible for

tracking and return cost to manufacturers for parts covered under warranty. Could the

authority please confirm if a mark-up % is acceptable for other parts obtained directly by

the O&M Contractor?

See Number 5 of Amendments to the RFP.

45. In reference to the Statement of Work, Section V; Page 9; Part 04. Preventative

Maintenance Services – Paragraphs under Schedule, could the authority please provide

the peak hour windows that airlines use the BHS?

See Number 2 of Amendments to the RFP.

46. In reference to Page 6; Section H of II. RFP Selection Process. - Charlotte Business

Inclusion Program, a. could the authority please clarify and further explain

recommendations for the SBE requirements for this agreement?

b. Is the expectation that the Proposer provide a proposal for a percentage of SBE

participation with our proposal?

CLT expects SBE participation in this contract, but the final percentage of SBE

participation will be negotiated with the selected proposer. The proposer should list

initial proposed SBE participation in form #3. Include this form in the proposal package.

The firms must be currently certified as SBEs by the City of Charlotte.

For further information regarding Charlotte Business Inclusion Program please contact

Laura Dahlberg Phone: 704.359.1910 Email:[email protected]

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47. In reference to the Statement of Work, Section V; Page 11; Part 08 High Level Control

Systems Maintenance – paragraph F., does the Authority currently have a service contract

with PGL? If so, could the Authority provide a copy of the agreement for review?

See answer to Question 12.

48. In reference to the Statement of Work, Section V; Page 11; Part 09. BHS / CBIS

Operational Performance Requirements – paragraph A, could the Authority provide any

historical data that captures an average percentage for the availability of the overall

system?

Historical data not available.

49. In reference to the Statement of Work, Section V; Page 11; Part 09. BHS / CBIS

Operational Performance Requirements – paragraph B, it is understood that Bag Jams

must be recorded in the CMMS program. Could the Authority confirm whether or not

there is historical data available for number of bag jams and cause? Also, do the

manufacturers of the new BHS systems provide expectations for their performance in this

area?

Historical data not available.

50. As indicated at the pre-bid meeting, it is understood that as the BHS improvements

conclude the Authority will have added approximately 2.5 miles of new integrated

baggage line – this includes the new system phrasing installation coordinated with the old

systems demolition. Can the Authority provide an estimated percentage of old system

components versus percentage of new system components after the BHS project is

complete?

See answer to Question 38.

51. In reference to Exhibit C – Charlotte Business Inclusion Program, paragraph under

Letters of Intent submitted upon notice from the City, could the Authority please provide

SBOP Form 4 as this was not provided in the RFP?

See Attached.

52. In reference to Exhibit B to the RFP – Confidentiality Requirements, could the Authority

confirm whether or not the same Officer must sign the form for the second submission

with the response?

The same Officer will not need to sign the second submission with the response.

53. In reference to Attachment 2 – Proposal Form, Section B. BHS Fee Schedule, under the

Wage Rates, could the Authority please confirm whether or not they are looking for the

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hourly rate paid to the employees or the rates charged to the Airport for additional

services?

In Attachment 2 – Proposal Form, Section B to the RFP, the Wage Rate applies to the

fully burden hourly rate billed to the airport.

54. In reference to Attachment 3 – Qualifications and Proposer Requirements; Section D.

Financial Information, in the case where the financial statements for the Proposer are not

publically disclosure; however, the Proposer‟s parent companies statements are publically

disclosed, will the Authority accept the Proposer‟s parent company financials?

Section D of Attachment 3 has been deleted from the RFP.

55. Is there specific insurance coverage requirements?

See Article 10 of Exhibit B to the RFP.

56. Will there be a sample service agreement or contract released?

See Exhibit B to the RFP.

57. Please provide illustrations as referenced in Appendix B.

See answer to Question 1.

58. The Airport should not have to pay for the delivery cost of the BHS manufacturer's failed

part via the O&M contractor. Please clarify that if the BHS manufacturer wants the part

returned, that the BHS manufacturer will pay for it.

The BHS Manufacturer will pay for returned parts while under warranty, however once

the warranty expires, CLT will bear the cost.

59. Will the O&M Contractor have accessibility to this storage area 24/7 365 days per year?

Also, there was mention of onsite storage during the prebid. Please clarify.

The O&M Contractor will have access 24/7/365 days per year to the storage area,

however that area has yet to be designated.

60. Due to the phasing of this project and use of temporary conveyor, please confirm the

initial IPMP will be created based on the final configuration and not updated during

construction.

The initial IPMP will be updated during construction.

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61. Please confirm the BHS contractor will be required to clean around the BHS equipment

during the construction of the project. The O&M will be required to clean after the

construction is complete.

The BHS Contractor will be required to provide all housekeeping and cleaning services

during the installation of each matrix, however once a matrix has been accepted for

operation the O&M will be required to perform the housekeeping and cleaning services,

62. During the prebid the question was asked regarding the peak times. Please clarify that the

O&M Contractor shall staff appropriately during the peak time and that doubling the staff

is not required.

See Number 2 of Admendments to the RFP

63. This statement requires “a Pteris high level controls engineer to be onsite within 4 hours

while the next section requires 24 hours before they are required onsite.” Please confirm

Pteris is aware of this requirement and please clarify if the time to be onsite is 4 hours or

24 hours.

This will be negotiated per a high level agreement with Pteris per answer to Question 12.

64. Please confirm the BHS contractor will provide a laptop and controls software for the

system.

The BHS contractor will provide a laptop and control software for the system.

65. Please clarify that all PLC, computers and control systems will be on a UPS. Also, please

clarify if they will be on hot, warm or cold backup.

Only the BHS Computer Server will be on the UPS, which will be backed up by a

generator.

66. Please confirm the appropriate spare parts will be purchased by the Authority to ensure

the components can be replaced within 48 hours.

The appropriate spare parts will be purchased by the Airport as identified in Exhibit A,

Section 2 02 paragraph - C to the RFP.

67. Please confirm resumes for the BHS control room operators and manual encode operators

will not be required. These are typically general laborers and do not have resumes.

See Number 6 of Amendments to the RFP.

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68. Please provide equipment lists for old and new equipment in the west matrix as well as

the old and new equipment in the east matrix.

See answer to Question 1.

69. Is the O&M Contractor expected to maintain the old equipment in the east matrix prior to

the fully operational date of July 1st, 2015? Is the O&M Contractor expected to maintain

the old equipment in the west matrix prior to the fully operational date of January 15th,

2015?

The O&M Contractor is not expected to maintain the old equipment in the east matrix

prior to the fully operational date of July 1, 2015.

The O&M Contractor will be expected to maintain the old equipment that will ultimately

become a part of the new equipment located in the west matrix prior to the fully

operational date of January 15, 2015.

70. Please clarify if the Owner will provide internet in the control room and allocated office

space.

The Owner will provide internet in the control room and allocated office space.

71. FORM #3: Subcontractor / Supplier Utilization Commitment. This form states that it

must be submitted with the Bid/Proposal however the Proposal Format section does not

state that this is required and that the SBE will be negotiated with the successful

proposer. Please clarify this is not required with the Bid/Proposal.

See answer to Question 47.

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Exhibit B to the RFP

DRAFT BAGGAGE HANDLING SYSTEMS

OPERATION AND MAINTENANCE CONTRACT

14

BAGGAGE HANDLING SYSTEMS

OPERATION AND MAINTENANCE CONTRACT

PROJECT:

Baggage Handling Systems

OWNER:

Charlotte Douglas International Airport

City of Charlotte, North Carolina

CONTRACTOR:

__________________________________

CONTRACT NUMBER:

__________________

15

THIS CONTRACT is made and entered into this the ___________ day of _________________,

2014, by and between the CITY OF CHARLOTTE, a North Carolina municipal corporation

(the “City”), and ___________________ (the “Contractor”),

RECITALS:

THAT, WHEREAS, the City is the owner and operator of the Charlotte Douglas

International Airport (the “Airport”);

WHEREAS, the City published a Request for Proposals for the Baggage Handling

Systems Operation and Maintenance Contract on March 21, 2014 (“RFP”) seeking proposals

from qualified and experienced firms to operate and maintain the Airport‟s baggage handling

systems;

WHEREAS, the Contractor submitted a Proposal in response to the RFP, which meets

all terms and conditions set forth in the RFP;

WHEREAS, the City and Contractor desire to enter into this Contract for the provision

of operation and maintenance services for the Airport‟s baggage handling systems in accordance

with the terms and conditions set forth below;

NOW THEREFORE, City and Contractor, for good and valuable consideration, agree

as follows:

01 CONTRACT

ARTICLE 1 – EXHIBITS

The Exhibits below are hereby incorporated into and made a part of this Contract. In interpreting

this Contract and resolving any ambiguities, the main body of this Contract shall control over the

Exhibits. Each reference to the City of Charlotte or ___________________________ shall be

deemed to mean the City and Contractor respectively.

1.1 Exhibit A – BHS Statement of Work

1.2 Exhibit B – Charlotte Business Inclusion Program

ARTICLE 2 – DEFINITIONS

For purposes of this Contract, the following words, terms and phrases when capitalized, shall have

the meanings set forth, unless the context clearly requires or provides a contrary meaning:

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2.1 “Airport” shall mean and refer to the Charlotte Douglas International Airport.

2.2 “BHS” shall mean and refer to the baggage handling systems

2.3 “City” shall mean and refer to the City of Charlotte, Mecklenburg County, North Carolina.

2.4 “Commencement Date” shall mean and refer to the date O&M Services shall commence under this

Contract as established in a written notice to proceed issued by the City.

2.5 “Contract” shall mean and refer to this Contract for Maintenance and Monitoring Services between

the City of Charlotte and ___________________________.

2.6 “Contractor” shall mean and refer to ____________________________.

2.7 “O&M Services” shall mean and refer to the operation and maintenance services described in the

Statement of Work attached hereto as Exhibit A.

2.8 “SOW” shall mean and refer to the statement of work attached hereto as Exhibit A.

ARTICLE 3 – SCOPE OF SERVICES

3.1 Contractor shall operate and maintain the BHS in accordance with the terms and conditions of the

SOW, attached hereto as Exhibit A.. Contractor shall take any and all reasonable steps to ensure that the

O&M Services described in the SOW are performed in a sound manner in accordance with customary

industry practices and in compliance with all applicable federal, state or local government laws, rules and

regulations and City policies and procedures.

3.2 City may, at its sole option, increase or reduce the O&M Services described in Exhibit A by

providing written notice of such increase or reduction to Contractor. Within fifteen (15) days of its

receipt of a notice of an increase or reduction in the O&M Services, Contractor shall respond to City in

writing with proposed fee adjustments resulting from the increase or reduction as well as well as the

timeframe for implementation. Modifications to the O&M Services as well as corresponding fee

adjustments shall be incorporated into this Contract by written amendment.

ARTICLE 4 – TERM

4.1 This Contract shall be for an initial term of two (2) years (the “Initial Term”), which shall begin

on the Commencement Date established in a written notice to proceed sent by City to Contractor.

4.2 This Contract shall automatically renew for up to two (2) additional one (1) year terms (the

“Extension Terms”) upon the same covenants, terms and conditions of this Contract unless terminated by

City or Contractor upon written notice to the other party no less than sixty (60) days prior to the

expiration of the Initial Term or Extension Term. Upon expiration of the final Extension Term, this

Contract may continue on a month-to-month basis (the "Holdover Term") upon the same covenants, terms

and conditions of this Contract subject to termination by either party upon thirty (30) days written notice.

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ARTICLE 5 – COMPENSATION

5.1 For and in consideration of the O&M Services, the City shall pay Contractor in accordance with

the Fee and Wage Schedule set forth in Exhibit A.

5.2 Contractor shall invoice the City for the O&M Fee on a monthly basis with each invoice being

submitted to the City on or before the fifth (5th) day of the each month. Payment of invoices shall be due

within thirty (30) days after receipt by the City of an undisputed, properly submitted invoice. Should only

a portion of any such invoice be in dispute, then partial payment of the undisputed portion of the invoice

shall be made to the Contractor within the same thirty (30) days. The Contractor shall submit all invoices

in the following manner:

By email: [email protected]

or

By mail: City of Charlotte – AP

Attn: Aviation Department

PO Box 37979

Charlotte, NC 28237

5.3 The City is not exempt from sales tax. All invoices submitted by Contractor should itemize

applicable state and local sales taxes separately and not combined with the cost of the corresponding

goods. Failure to comply with this requirements may result in invoice processing delays.

5.4 During the term of this Contract and for a period of one (1) year after the termination or

expiration of this Contract, the City shall have the right to audit, either through itself or through an

independent auditor, all books, records and facilities of the Contractor necessary to evaluate Contractor‟s

compliance with the terms and conditions of this Contract or the City‟s payment obligations. The City

shall pay its own expenses relating to such audits, but shall not have to pay any expenses or additional

costs of the Contractor. However, if non-compliance is found that would have Cost the City in excess of

$10,000.00 but for the audit, then the Contractor shall be required to reimburse the City for the cost of the

audit.

ARTICLE 6 – PERFORMANCE BOND

Concurrent with the execution and delivery of this Contract, Contractor shall furnish the City

with a Performance Bond insuring Contractor‟s performance of this Contract in an amount equal

to ______ dollars (50% of the annual Contract price). Contractor shall renew such Performance

Bond at least thirty (30) days prior to each subsequent Contract Year in an amount equal to 50%

of the Contract price for that Contract Year. Each Performance Bond shall be issued by a surety

company licensed to do such business in the State of North Carolina and reasonably acceptable to

the City, and shall be maintained in full force and effect throughout the Term of this Contract.

The Performance Bond shall be conditioned to ensure the full performance by the Contractor of

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all the terms and conditions of this Contract and to stand as security for the payment by

Contractor of any valid claim by City against Contractor. This provision shall survive the

termination or expiration of this Contract.

ARTICLE 7 – RIGHT OF ACCESS

7.1 City grants a limited Right of Access to Contractor for the purpose of conducting the

O&M Services described herein. Such Right of Access shall extend to Contractor and its

officers, directors, employees, contractors, agents and other representatives (“Contractor

Representatives”) bearing SIDA Badges issued by the City and verifiable credentials issued by

Contractor.

7.2 Contractor shall abide by all laws, statutes, ordinances, rules, regulations and security

requirements established by federal, state and local government agencies for the adminitration

and operation of the Airport. Notwithstanding any other provision of this Contract, City shall be

entitled, in its sole discretion and without liability, to immediately remove or terminate the

access rights of any Contractor Representative if City determines that such representative's

presence at the Airport poses an immediate and serious threat to any equipment, persons or

property located at the Airport. City shall promptly notify Contractor in writing of any such

removal or termination.

ARTICLE 8 – PERSONNEL, INFORMATION AND FACILITIES

8.1 Personnel. Contractor shall provide trained, qualified and experienced personnel employed by

Contractor in adequate numbers to perform the O&M Services set forth in this Contract. City has the

right to require any additional personnel it deems necessary for the O&M Services. The City also has the

right to require removal and replacement of any personnel it deems unsatisfactory.

8.2 Notification to City. The Contractor shall identify and request in writing from the City in a

timely manner: (i) all information reasonably required by the Contractor to perform each task comprising

the O&M Services, (ii) the City‟s personnel whose presence or assistance reasonably may be required by

the Contractor to perform each task comprising the O&M Services, and (iii) any other equipment, facility

or resource reasonably required by the Contractor to perform the O&M Services

8.3 Sub-contracting. Contractor shall not subcontract the O&M Services without prior written

approval of City.

8.4 Change in Control. The Contractor shall notify the City within ten (10) days of the occurrence

of a change in control. As used in this Contract, the term "control" shall mean the possession, direct or

indirect, of either:

A. The ownership of or ability to direct the voting of, as the case may be, fifty-one percent

(51%) or more of the equity interests, value or voting power in the Contractor; or

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B. The power to direct or cause the direction of the management and policies of the

Contractor whether through the ownership of voting securities, by contract or otherwise.

ARTICLE 9 – NOTIFICATION

The City and Contractor shall cooperate with one another to fulfill their respective obligations

under this Contract. Any notice, demand, consent or other formal communication required or

contemplated by this Contract shall be in writing and shall be to City and Contractor at their

respective addresses set forth below:

For the CITY: Aviation Department

CITY of Charlotte

PO Box 19066

Charlotte, NC 28219

Attn: Mark Wiebke, Assistant Aviation Director – Facilities

Phone: 704.359.4000

Fax: 704.359.4030

For the CONTRACTOR:

INSERT

Each party may change its address for notification purposes by giving the other party written

notice of the new address and the date upon which it shall become effective.

ARTICLE 10 – INSURANCE

Throughout the term of this Contract, the Contractor and any of his subcontractors will comply

with the insurance requirements described in this Article. The Contractor shall also provide any

other insurance specifically recommended in writing by the City‟s Risk Management

Department. In the event that the Contractor fails to maintain required insurance, the City shall

be entitled to terminate or suspend the Contract immediately.

The Contractor agrees to purchase and maintain the following insurance coverage during the life

of the Contract:

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A) Automobile Liability

Insurance with a limit of not less than $1,000,000 per accident combined single limit each

occurrence for bodily injury and property damage liability covering all owned, non-owned, and

hired vehicles.

B) Commercial General Liability

Insurance with a limit not less than $1,000,000 per occurrence/aggregate including coverage for

bodily injury, property damage, products and completed operations, personal/advertising injury

liability and contractual liability.

C) Workers’ Compensation Insurance meeting the statutory requirements of the State of North Carolina and any applicable

Federal laws; and, Employers‟ Liability - $100,000 per accident limit, $500,000 disease per

policy limit, $100,000 disease each employee limit.

The City shall be listed as an additional insured under the commercial general liability insurance

for operations or services rendered under this Contract.

The Contractor shall not commence any work in connection with this Contract until it has

obtained all of the types of insurance set forth in this section and furnished the City with proof of

insurance coverage by certificates of insurance accompanying the Contract. The Contractor shall

be responsible for notifying the City of any material changes (including renewals) to or

cancellation of the insurance coverages required above. The Contractor must give notice in

writing to the City within 48 hours of the changes.

The Contractor shall not allow any subcontractor to commence work until all such

subcontractors have obtained the same insurance coverages as described above.

All insurance policies shall be written by insurers qualified to do business in the State of North

Carolina. If any of the coverage conditions are met by a program of self-insurance, the

Contractor must submit evidence of the right to self-insure as provided by the State of North

Carolina.

The City shall be exempt from, and in no way liable for any sums of money that may represent a

deductible or self-insured retention in any insurance policy. The payment of the

deductible/retention shall be the sole responsibility of the Contractor and/or subcontractor.

The Contractor‟s insurance shall be primary of any self-funding and/or insurance otherwise

carried by the City for all loss or damages arising from the contractor‟s operations under this

Contract. The Contractor and each of its subcontractors shall and does waive all rights of

subrogation against the City.

ARTICLE 11 – INDEMNIFICATION

The Contractor shall indemnify, defend and hold harmless the City, the Airport Advisory

Committee, and the City‟s officers, agents and employees from and against any and all claims

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(alleged or otherwise), losses, damages, obligations, liabilities and expenses, including but not

limited to attorneys' fees, arising out of or resulting from Contractor‟s performance under this

Contract, except to the extent that the claims, losses, damages, obligations, liabilities and

expenses are caused by the gross negligence or willful misconduct of the City, the Airport

Advisory Committee, or the City‟s officers, agents and employees. Contractor shall purchase

insurance, as described in Article 10 of this Contract, which insurance shall provide coverage for

the contractual liability described herein. In any case in which Contractor provides a defense to

the City pursuant to this indemnity, the defense will be provided by attorneys reasonably

acceptable to the City. The provisions of this Article on indemnification shall survive the

expiration or early termination of this Contract.

ARTICLE 12 – WARRANTIES, COVENANTS AND REPRESENTATIONS

20.1 Specific Warranties. Contractor warrants, covenants and represents that:

A. All O&M Services furnished by Contractor will fully comply with the terms and

conditions of this Contract, attached exhibits and all applicable federal, state, and local laws,

statutes, ordinances, rules and regulations.

B. The Contractor shall exercise a customary degree of care and diligence in performing all

O&M Services under this Contract. The Contractor shall render O&M Services under this

Contract in accordance with the customary professional standards prevailing in its industry and

for major international airports in the United States.

C. Contractor has sufficient expertise and resources to perform under this Contract.

20.2 Additional Warranties. The Contractor further represents and covenants that:

A. It is a corporation, duly incorporated, validly existing, and in good standing under the

laws of Delaware;

B. It has registered with the North Carolina Secretary of State and possesses the requisite

authority to transact business in North Carolina;

C. It has all the requisite corporate power and/or authority to execute, deliver and perform

its obligations under this Contract;

D. The execution, delivery, and performance of this Contract have been duly authorized by

the Contractor;

E. No approval, authorization, or consent of any governmental or regulatory authority is

required to be obtained or made by it in order for it to enter into and perform its obligations under

this Contract; and

F. In connection with its obligations under this Contract, it shall comply with all applicable

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federal, state and local laws and regulations and shall obtain all applicable permits and licenses.

ARTICLE 13 – TERMINATION AND SUSPENSION

13.1 Termination by City. The City may terminate the Contract at any time without cause by giving

thirty (30) days prior written notice to the Contractor. As soon as practicable after receipt of a written

notice of termination without cause, Contractor shall submit a statement to the City showing in detail the

O&M Services performed under this Contract through the date of termination. City shall pay Contractor

for O&M Services rendered prior to the date of termination and no amount shall be allowed for

anticipated profit on unperformed services. City shall also pay for any materials that Contractor has

purchased but is not able to return for a full credit.

13.2 Termination for Default by Either Party. By giving written notice, either party may terminate

this Contract upon the following non-exclusive Event of Default:

A. The other party violates or fails to perform any covenant, provision, obligation, term, or

condition contained in this Contract but, unless otherwise provided, such failure or violation shall

not be cause for termination if the defaulting party cures such default within seven (7) days of

receipt of written notice of default from the other party. However if the party in default has

commenced a cure within the seven (7) day period and is diligently prosecuting that cure, then the

other party shall allow that party an additional reasonable period of time to complete the cure.

The notice of default shall state the party‟s intent to terminate this Contract if the default is not

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B. cured within the specified time period.

C. The other party attempts to assign, terminate or cancel the Contract contrary to the terms

and conditions of the Contract; or

D. The other party ceases to do business as a going concern, makes an assignment for the

benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition

in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with

a reorganization under which the business of such party is continued and performance of all its

obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed

for it or any substantial part of other party‟s assets or properties.

Any notice of default shall identify this Section of the Contract and shall state the party‟s intent

to terminate the Contract if the default is not cured within the specified period.

Notwithstanding anything contained herein to the contrary, upon termination of this Contract by

the Contractor for default (except for the grounds of set forth in 12.2 .C, above), the Contractor

shall continue to perform the O&M Services required by this Contract for the lesser of: (i) six (6)

months after the date the City receives the Contractor‟s written termination notice; or (ii) the date

on which the City completes its transition to a new Service Provider.

In the event the City terminates this Contract for default by Contractor, the City may take over the

work and prosecute the same to completion by contract or otherwise. In such case, the Contractor

shall be liable to the City for any additional cost occasioned to the City thereby.

13.3 Additional Grounds for Termination for Default by the City. The City may terminate this

Contract upon written notice to the Contractor upon the occurrence of one or more of the following

events, each of which shall also constitute a non-exclusive Event of Default (which shall each constitute

grounds for termination without a cure period and without the occurrence of any of the other events of

default previously listed):

A. The Contractor makes or allows to be made any material written misrepresentation or

provides any materially misleading written information in connection with this Contract or any

covenant, Contract, obligation, term, or condition contained in the Contract;

B. The Contractor takes or fails to obtain or maintain the insurance policies and

endorsements required by the Contract, or persistently fails after notice to provide the proof of

insurance as required by the Contract.

13.4 Obligations upon Expiration or Termination. Upon expiration or termination of the Contract,

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and upon the request of the City, the Contractor agrees to cooperate in providing information known to

the Contractor regarding the O&M Services to the City and City contractors for a period of up to twelve

(12) months after expiration or termination of this Contract at Contractor‟s then-current rates.

13.5 No Effect on Taxes, Fees, Charges or Reports. Any termination of this Contract shall not

relieve the Contractor of the obligation to pay any fees, taxes, or other charges then due to the City or any

other lawful taxing authority, nor relieve the Contractor of the obligation to file any daily, monthly,

quarterly, or annual reports covering the period to termination nor relieve the Contractor from any claim

for damages previously accrued or then accruing against the Contractor.

13.6 Substitute Performance. In the event the Contractor fails to perform any part of the O&M

Services within the time frame set forth in this Contract without good cause, then, without limiting any

other remedies available to the City, the City may take either or both of the following actions:

A. Employ such means as it may deem advisable and appropriate to continue work until the

matter is resolved and the Contractor is again able to carry out operations under this Contract; and

B. Deduct any and all additional operating expenses incurred by the City from any money

then due or to become due the Contractor and, should the City‟s cost of continuing the operation

exceed the amount due the Contractor, collect the amount due from the Contractor.

13.7 Cancellation of Orders and Subcontracts. In the event this Contract is terminated by the City

for any reason, the Contractor shall upon the effective date of termination (unless the City‟s notice of

termination directs otherwise), immediately discontinue all O&M Services in connection with this

Contract and promptly cancel all existing orders and subcontracts which are chargeable to this Contract.

As soon as practical after receipt of notice of termination, the Contractor shall submit a statement to the

City showing in detail the services performed under this Contract through the date of termination.

13.8 Other Remedies. Upon termination of this Contract, each party may seek all legal and equitable

remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not

exclusive and may be exercised successively or concurrently, and in addition to any other available

remedies.

13.9 Suspension.

A. At any time, the City may suspend Contractor‟s Services by providing written

notice of suspension to the Contractor. In the event of suspension, Contractor shall be

paid for the Services performed prior to suspension, plus reimbursable expenses incurred

prior to suspension. City shall also pay for any materials that Contractor has purchased

but is not able to return for a full credit. If such suspension continues for more than six

(6) months for reasons beyond Contractor‟s control, Contractor may terminate this

Contract immediately upon written notice to City.

B. In the event City disputes in good faith an allegation of default by the Contractor,

notwithstanding anything to the contrary in the Contract, the Contractor agrees that it will

not terminate the Contract or suspend or limit the Services unless (i) the parties agree in

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writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

13.10 Transition Services Upon Termination/Expiration. Upon termination or expiration of this

Contract, the Contractor shall cooperate with the City to assist with the orderly transfer of the O&M

Services to a substitute provider identified by City. Prior to termination or expiration of this Contract, the

City may require the Contractor to perform certain transition services necessary to shift the O&M

Services to substitute provider or to the City itself as described below (the “Transition Services”).

Transition Services may include but shall not be limited to the following:

A. Working with the City to jointly develop a mutually agreed upon Transition Services

Plan to facilitate the transfer of the O&M Services;

B. Performing the Transition Services Plan action items;

C. Answering questions regarding the Transition Services or Transition Services Plan on an

as-needed basis; and

D. Providing such other reasonable services needed to effectuate an orderly transition to a

substitute provider.

Upon the request of the City, the Contractor agrees to cooperate in providing information known

to the Contractor regarding the O&M Services to the City and City contractors for a period of up

to twelve (12) months after expiration or termination of this Contract at Contractor‟s then-current

rates.

ARTICLE 14 – REMEDIES

14.1 Right to Cover. If the Contractor fails to provide the O&M Services in accordance with the

terms and conditions set forth in this Contract (including the Exhibits), the City may take any of the

following actions with or without terminating this Contract, and in addition to and without limiting any

other remedies it may have:

A. Employ such means as it may deem advisable and appropriate to perform the Services

itself or obtain the Services from a third party until the matter is resolved and the Contractor is

again able to resume performance under this Contract; and

B. Deduct any and all expenses incurred by the City in obtaining or performing the Services

from any money then due or to become due the Contractor and, should the City‟s cost of

obtaining or performing the Services exceed the amount due to the Contractor, collect the amount

due from the Contractor.

However, if after receipt of written notice from City of Contractor‟s failure to provide the

Services in accordance with the terms and conditions of this Contract, Contractor has commenced

a cure within a reasonable period of time following such notice and is diligently prosecuting the

cure, then City will delay the exercise of its rights under this provision while allowing Contractor

an additional reasonable period to time to complete the cure.

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14.2 Right to Withhold Payment. If the Contractor breaches any provision of this Contract and fails

to cure that breach within thirty (30) days of written notice of the breach, the City shall have the right to

withhold all payments due to the Contractor until such breach has been fully cured. However, if the

Contractor has commenced a cure with the thirty (30) day period and is diligently prosecuting that cure,

then City shall allow Contractor an additional reasonable period of time to complete the cure.

14.3 Setoff. Each party shall be entitled to set off and deduct from any amounts owed to the other

party all damages and expenses incurred as a result of the other party‟s breach of this Contract.

14.4 Other Remedies. Upon breach of this Contract, each party may seek all legal and equitable

remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not

exclusive and may be exercised successively or concurrently, in addition to any other available remedy.

ARTICLE 15 – GENERAL COMPLIANCE WITH LAWS

The Contractor shall comply with all Federal, state, and local laws, statutes, ordinances, and

regulations (the “Laws and Regulations”) applicable to the O&M Services provided herein. If,

due to conflicts between two or more such Laws and Regulations or due to conflicts in the

interpretation or enforcement of such Laws and Regulations by courts or governing bodies having

jurisdiction over the CWAS or Airport, the Contractor is unable to comply with such Laws and

Regulations, the Contractor shall exercise usual and customary professional care in complying

with such Laws and Regulations.

Contractor further agrees that it will at all times during the term of this Contract be in compliance

with all applicable Federal, state and/or local laws regarding employment practices. Such laws

include, but shall not be limited to workers' compensation, the Fair Labor Standards Act (FSLA),

the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), and all

Occupational Safety and Health Administration (OSHA) regulations applicable to the O&M

Services.

ARTICLE 16 – COMPLIANCE WITH SECURITY MEASURES.

Contractor acknowledges and agrees that:

A. Access to the secured area of the Terminal is subject to security measures imposed by the

United States (“Airport Security Program”) and enforced by the Transportation Security

Administration;

B. Access to the Airport‟s secured areas or the airfield by Contractor shall be limited to and

conditioned upon compliance with the Airport Security Program;

C. Employees, subcontractors, vendors, agents or other representatives of Contractor who

require regular access to the Airport‟s secured areas or airfield will have to apply for and qualify

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for SIDA Badges issued by the Airport‟s Operations Department; and

D. City shall not be liable to Contractor for any diminution or deprivation of Contractor‟s

rights under this Contract on account of the inability or delay of Contractor or its employees,

subcontractors, vendors, agents or other representatives to obtain a SIDA Badge, regardless of the

reason.

ARTICLE 17 – DRUG FREE WORKPLACE REQUIREMENTS

The Contractor shall provide a drug-free workplace during the performance of this Contract. This

obligation is met by:

A. Notifying employees that the unlawful manufacture, distribution, dispensation,

possession, or use of a controlled substance is prohibited in the Contractor‟s workplace and

specifying the actions that will be taken against employees for violations of such prohibition;

B. Establishing a drug-free awareness program to inform employees about (i) the dangers of

drug abuse in the workplace, (ii) the Contractor‟s policy of maintaining a drug-free workplace,

(iii) any available drug counseling, rehabilitation, and employee assistance programs and (iv) the

penalties that may be imposed upon employees for drug abuse violations;

C. Notifying each employee that as a condition of employment, the employee will (i) abide

by the terms of the prohibition outlined in this Article 16 and (ii) notify the Contractor of any

criminal drug statute conviction for a violation occurring in the workplace not later than five (5)

days after such conviction;

D. Notifying the City within ten (10) days after receiving from an employee a notice of a

criminal drug statute conviction or after otherwise receiving actual notice of such conviction,

unless otherwise forbidden to communicate such information to third parties under the

Contractor‟s drug-free awareness program or other restrictions;

E. Imposing a sanction on, or requiring the satisfactory participation in a drug counseling,

rehabilitation or abuse program by an employee convicted of drug crime;

F. Making a good faith effort to continue to maintain a drug-free workplace for employees;

and

G. Requiring any party to which it subcontracts any portion of the work under the Contract

to comply with the provisions above.

If the Contractor is an individual, the requirement is met by not engaging in the unlawful

manufacture, distribution, dispensation, possession, or use of a controlled substance in the

performance of this Contract.

Failure to comply with the above drug-free workplace requirements during the performance of

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the Contract shall be grounds for suspension, termination or debarment.

ARTICLE 18 – NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS

As a condition of entering into this Contract, the Contractor represents and warrants that it will

fully comply with the City‟s commercial non-discrimination policy, as described in Section 2,

Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration

conducted thereunder. As part of such compliance, the Contractor shall not discriminate on the

basis of race, gender, religion, national origin, ethnicity, age, or disability in the solicitation,

selection, hiring, or treatment of subcontractors, vendors, suppliers, or commercial customers in

connection with a City contract or contract solicitation process, nor shall the Contractor retaliate

against any person or entity for reporting instances of such discrimination. The Contractor shall

provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its

subcontracting and supply opportunities on City contracts, provided that nothing contained in this

clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace

discrimination that has occurred or is occurring in the marketplace. The Contractor understands

and agrees that a violation of this clause shall be considered a material breach of this Contract and

may result in termination of this Contract, disqualification of the Contractor from participating in

City contracts or other sanctions.

As a condition of entering into this Contract, the Contractor further agrees to:

A. Promptly provide to the City all information and documentation that may be requested by

the City from time to time regarding the solicitation, selection, treatment and payment of

subcontractors in connection with this Contract; and

B. If requested, provide to the City within sixty (60) days after the request a truthful and

complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used

on City contracts in the past five (5) years, including the total dollar amount paid by contractor on

each subcontract or supply contract. The Contractor further agrees to fully cooperate in any

investigation conducted by the City pursuant to the City‟s commercial non-discrimination policy

as set forth in Section 2, Article V of the City Code, to provide any documents relevant to such

investigation that are requested by the City, and to be bound by the award of any arbitration

conducted under such policy. The Contractor understands and agrees that violation of this clause

shall be considered a material breach of this Contract and may result in contract termination,

disqualification of the Contractor from participating in City contracts and/or other sanctions.

ARTICLE 19 – E-VERIFY COMPLIANCE

The Contractor understands that “E-Verify” refers to the federal E-Verify program operated by

the United States Department of Homeland Security and other federal agencies, or any successor

or equivalent program used to verify the work authorization for newly hired employees pursuant

to federal law and in compliance with the requirements of Article 2 of Chapter 64 of the North

Carolina General Statutes. Employers subject to these laws must use E-Verify prior to entering

into any contract with the City. Each employer, after hiring an employee to work in the United

States, shall verify the work authorization of the employee through E-Verify in accordance with

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Article 2 of Chapter 64 of the North Carolina General Statutes. Subcontractors/subconsultants

must also comply with E-Verify and the Contractor will ensure compliance by any

subcontractors/subconsultants hired by the Contractor. By executing this Contract, the Contractor

affirmatively attests to compliance with the E-Verify program.

ARTICLE 20 – CONFIDENTIALITY REQUIREMENTS

24.1 Contractor shall comply with the Confidentiality Requirements set forth in Exhibit B at all times

during the Term of this Contract.

24.2 Advertising, sales promotion or other materials of the Contractor or its employees,

subcontractors, vendors, agents or representatives shall limit the identification or reference to this

Contract and the O&M Services. Descriptions of design or layout of the BHS shall not be included in

advertising, sales or other materials. As a condition of entering into this Contract, the Contractor further

agrees to refrain from the following, absent the City‟s prior written approval: (1) making any statement to

the media or public regarding the subject matter of this Contract or the City‟s position on any issue

relating to this Agreement; or (2) making any statement to the media or public on any issue which, in the

City‟s judgment, is likely to cast doubt on the competence or integrity of the City or the Contractor.

Failure to comply with this Article by the Contractor shall constitute a material breach and, without

limiting any other remedies the City may have, shall entitle the City to terminate this Contract for default.

ARTICLE 21 – SENSITIVE SECURITY INFORMATION

Contractor acknowledges that certain documents and/or information that it may obtain in

connection with this Contract may be subject to confidentiality under the Sensitive Security

Information (“SSI”) Policy administrated by the Transportation Security Administration (“TSA”).

SSI must be protected as required by 49 Code of Federal Regulations (“CFR”) Part 150. Should

Contractor come into possession of documents and/or information marked SSI by the TSA,

Contractor shall safeguard such documents and/or information as described in 49 CFR Part 1520

and shall not divulge such information and/or documents without first obtaining the written

approval of City and the TSA.

ARTICLE 22 – ENVIRONMENTAL REQUIREMENTS

Contractor will be responsible for any costs (direct or indirect) associated with damage and/or

cleanup of a hazardous substance spilled, leaked or improperly stored by the Contractor or its

employees, subcontractors, vendors, agents or other representatives. This responsibility shall

extend to freight carriers who were hired by the Contractor to deliver the commodity or service to

the City. While on Airport premises, Contractor shall comply with all federal, state and local

laws, rules, regulations and ordinances and Airport policies and procedures governing the proper

handling of hazardous substances.

For the purpose of this section, hazardous substances shall be defined as any substance, which

when discharged in any quantity may present an imminent and substantial danger to the public

health, welfare and/or environment. Contractor agrees to indemnify, defend and hold the City

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harmless against all suits, losses, claims, costs, damages, demands, penalties, fines, liabilities and

expenses, including attorney‟s fees, claimed or incurred by reason of any bodily injury, death

and/or property damage resulting from the placement of any such hazardous substances at the

Airport.

All spillages contaminations must be corrected on an immediate basis to the satisfaction of the

City. All associated cost including materials and labor shall be borne by the Contractor. Damage

resulting from a spillage or contamination shall be the responsibility of the Contractor.

Contractor shall immediately notify the City of all spillages or contaminations.

ARTICLE 23 - MISCELLANEOUS CONDITIONS

23.1 Relationship of the Parties. The relationship of the parties established by this Contract is solely

that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any

party the power to direct or control the day-to-day activities of the other; or (ii) constitute such parties as

partners, joint-venturers, co-owners or otherwise as participants in a joint or common undertaking.

23.2 Governing Law and Jurisdiction. The parties acknowledge that this Contract is made and

entered into in Charlotte, Mecklenburg County, North Carolina. The parties further acknowledge and

agree that North Carolina law shall govern all rights, obligations, duties, and liabilities of the parties to

this Contract, and that North Carolina law shall govern interpretation of this Contract and any other

matters relating to this Contract (all without regard to North Carolina conflicts of laws principles).

The parties further agree that any and all legal actions or proceedings relating to this Contract

shall be brought in a state or Federal court sitting in Mecklenburg County, North Carolina. By

execution of this Contract, the parties submit to the jurisdiction of said courts and hereby

irrevocably waive any and all objections that they may have with respect to venue in any of the

above courts.

23.3 Amendment. No amendment or change to this Contract shall be valid unless in writing and

signed by both parties to this Contract.

23.4 Binding Nature and Assignment. This Contract shall bind the parties and their successors and

permitted assigns. Neither party may assign this Contract without the prior written consent of the other.

Any assignment attempted without the written consent of the other party shall be void.

23.5 Severability. The invalidity of one or more of the phrases, sentences, clauses or sections

contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as

the material purposes of the Contract can be determined and effectuated. If any provision of this Contract

is held to be unenforceable, then both parties shall be relieved of all obligations arising under such

provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed

amended by modifying such provision to the extent necessary to make it enforceable while preserving its

intent.

23.6 Approvals. All approvals or consents required under this Contract must be in writing.

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23.7 Waiver. No delay or omission by either party to exercise any right or power it has under this

Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any

covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of

that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective

unless in writing and signed by the party waiving the rights.

23.8 Interest of the Parties. The Contractor covenants that its officers, employees, shareholders and

sub-consultants have no interest and shall not acquire any interest, direct or indirect, which would conflict

in any manner or degree with the performance of the O&M Services required to be performed under this

Contract.

23.9 Taxes. The Contractor shall pay all applicable Federal, State and local taxes that may be

chargeable against the performance of the O&M Services.

23.10 Survival of Provisions. Those Articles of this Contract and the Exhibits that by their nature

would reasonably be expected to continue after the termination of this Contract shall survive the

termination of this Contract.

23.11 Endorsement of Documents. The Contractor shall sign and seal, or shall cause to be signed and

sealed, with the appropriate North Carolina Professional Seal, all plans, specifications, calculations,

reports, plats, and construction documents prepared by the Contractor.

23.12 Entire Contract. This Contract is the entire Contract between the parties with respect to its

subject matter, and there are no other representations, understandings, or Contracts between the parties

relative to such subject matter. This Contract supersedes all prior Contracts, negotiations, representations,

and proposals, whether written or oral, except to the extent such prior Contracts, negotiations,

representations and proposals are incorporated by reference into this Contract.

ARTICLE 24 – NON-APPROPRIATION OF FUNDS

If the City Council does not appropriate the funding needed by the City to make payments under

this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond

the end of the last fiscal year for which funds were appropriated. In such event, the City will

promptly notify the Contractor of the non-appropriation and this Contract will be terminated at

the end of the last fiscal year for which funds were appropriated. No act or omission by the City,

which is attributable to non-appropriation of funds shall constitute a breach of or default under

this Contract.

ARTICLE 25 – CHARLOTTE BUSINESS INCLUSION PROGRAM

The City has negotiated a goal with Company as part of City‟s Charlotte Business Inclusion

Program. The goal and requirements are set forth in Exhibit C, attached hereto and incorporated

herein by reference.

[SIGNATURE BLOCK APPEARS ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, and in acknowledgment that the parties have read and

understood each and every provision of this Contract, the parties have caused this Contract to be

executed as of the Effective Date.

________________________________________________

Federal Tax I.D.: ______________________________________________________

By: ______________________________________________________

Printed Name: ______________________________________________________

Title: ______________________________________________________

Date: ______________________________________________________

CITY OF CHARLOTTE

By: ______________________________________________________

Printed Name: Brent D. Cagle

Title: Interim Aviation Director

Date: ______________________________________________________

This instrument has been preaudited in the manner required by the "Local Government Budget

and Fiscal Control Act".

________________________________ ____________________

Name/Signature Date

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EXHIBIT A

STATEMENT OF WORK

34

EXHIBIT B

CONFIDENTIALITY REQUIREMENTS

35

EXHIBIT C

CHARLOTTE BUSINESS INCLUSION PROGRAM

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ATTACHMENT 1

SBOP Form 4

Form 4

Revised 4.8.14

Letter of Intent

Within (3) Business Days after receiving a request from the City (or within such longer time as may be communicated by the City in writing), Bidder/Proposer must submit a separate Letter of Intent for each SBE listed on Form 3. Each Letter of Intent must be executed by both the SBE and the Bidder/Proposer.

Contract Name:

Contract Number

To be completed by the Bidder/Proposer

Name of Bidder: VMS #:

Address:

Contact Person: Email:

Telephone: Fax:

Identify the scope of work to be performed or item(s) to be supplied by the SBE: ______________________________________

Cost of work to be performed by SBE: $

Cost of work to be performed by SBE as a percentage of total amount of City contract: %

To be completed by SBE

Name of SBE: VMS #:

Address:

Contact Person: Email:

Telephone: Fax:

NOTE: SBEs must be actively Certified with the City, as of the Bid Opening, in order to be counted towards the Established SBE Goal for the project.

Upon execution of a Contract with the City for the above referenced project, the Bidder/Proposer certifies that it intends to utilize the SBE listed above, and that the description, cost and percentage of work to be performed by the SBE as described above is accurate. The SBE Firm certifies that it has agreed to provide such work/supplies for the amount stated above.

Bidder/Proposer: Date:

Signature and Title

SBE Firm: Date:

Signature and Title