RFQ for On-Call Planning Services

Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 REQUEST FOR QUALIFICATIONS FOR ON-CALL PLANNING SERVICES DATE: March 2, 2020 Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 I. INTRODUCTION A. INVITATION TO PROPOSE Pursuant to this Request for Qualifications (“RFQ”), Charlotte Douglas International Airport (“CLT” or “Airport”), which is owned and operated by the City of Charlotte, North Carolina, is seeking statement of qualifications (“SOQ”) from qualified and experienced firms (individually or collectively, the “Firm”) interested in providing On-Call Planning Services (the “Work”). A full Scope of Work is attached hereto as Exhibit A. The Work will be governed by a professional services agreement, a form copy of which is attached hereto as Exhibit B (the “Agreement”). Firms are advised to carefully read and review the Agreement as they prepare their SOQs in response to this RFQ. CLT reserves the right to revise the terms of the Agreement at any time during the RFQ

process and to negotiate different terms with the selected Firm. Firms are encouraged to also carefully review all sections of this RFQ including all attachments and exhibits as they prepare their SOQs. Failure to comply with the terms, conditions and requirements of this RFQ may result in disqualification of the Firm in the sole discretion of CLT. B. RFQ EXHIBITS The following exhibits are attached to this RFQ and made part hereof: Exhibit A Scope of Work Exhibit B Form Professional Services Agreement (Non-Federal) Exhibit B-1 Form Professional Services Agreement (Federal) Exhibit C Charlotte Diversity and Inclusion Programs and Form 3 Exhibit D City Non-Discrimination Certification Exhibit E Project List C. RFQ SCHEDULE DATE ACTIVITY (All times are EST) March 2, 2020 Issue RFQ March 9, 2020 1:00 PM Pre-Proposal Meeting March 19, 2020 5:00 PM Deadline for Submission of Written Questions April 9, 2020 2:00 PM Proposals are Due TBD City Council Date TBD Estimated Start Date CLT reserves the right to modify the deadline set forth in the above table in its sole discretion. Any such modifications will be stated in an addendum as described in Section II. B below. D. CHARLOTTE DIVERSITY AND INCLUSION PROGRAMS This project has a DBE/MWSBE aspirational goal of 20% The City complies with two different programs: The Charlotte Business INClusion (“CBI”) Program and the Disadvantaged Business Enterprise (“DBE”) Program, depending on the funding source associated with the Work. The CBI Program is based on the City’s long history of creating and implementing strategies to support and encourage local business growth. In 2013, the City Council adopted the CBI Policy to promote diversity, inclusion, and local business opportunities in the City’s contracting and procurement process for Minority, Women, and Small Business Enterprises (“MWSBEs”). A complete list of City of Charlotte certified Small Business Enterprises (“SBEs”) and City of Charlotte registered Minority and Women Business Enterprises (MWBEs) is available on the City’s InclusionCLT website: http://charlotte.diversitycompliance.com The DBE Program is based on the requirements of 49 CFR Part 26- Participation by DBE in Department of Transportation Financial Assistance Programs. A complete copy of the City’s DBE Program can be found at www.cltairport.com For this RFQ, the City will negotiate an MWSBE participation goal (“CBI Goal”) OR a DBE participation goal (“DBE Goal”) with each component of Work assigned. The type of goal will be dependent on the funding source of the Work that is assigned to the selected Firm. This requirement will be made part of the selected Firm’s Agreement. Since the assigned Work may be federally or non-federally funded, the City would like to see the DBE and MWSBE firms that Proposers intend to utilize on assigned Work under this Agreement. Firms are required to complete and attach Form #3 – DBE/MWSBE Utilization Commitment to their SOQ. Please note, Form #3 is the ONLY form that should be attached to the SOQ. The selected Firm will be required to submit DBE/CBI Form #4 – Letter of Intent for each DBE/MWSBE the selected Firm commits to use on assigned Work to meet the DBE and CBI requirements. Letters of Intent are due no later than three (3) business days from the time they are requested by CLT, unless otherwise agreed by the parties. During the term of the Agreement, the selected firm shall be required to submit payment information into the City’s InclusionCLT system. DBE/CBI Compliance Instructions and a form copy of the Form #3 are attached to this RFQ as Exhibit C. E. TITLE VI SOLICITATION NOTICE CLT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all Firms that it will affirmatively ensure that any contract entered into pursuant to this RFQ, disadvantaged business enterprises will be Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 http://charlotte.diversitycompliance.com/ http://www.cltairport.com/ Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 afforded full and fair opportunity to submit proposals in response to this request and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 II. RFQ SELECTION PROCESS A. POINT OF CONTACT The point of contact for all submissions and correspondence regarding this RFQ will be as follows: RFQ Project Manager – Gary Peeples Email: ghpeeples@cltairport.com Submissions of questions, correspondence or requests for clarifications to persons other than the RFQ Project Manager will not receive a response. B. INTERPRETATION AND ADDENDA No interpretation or clarification regarding this RFQ will be made verbally to any Firm. Requests for interpretation or clarification must be submitted electronically to the RFQ Project Manager. When submitting a request for interpretation or clarification, Firms are encouraged to reference the RFQ page and topic number pertinent to the question(s). All questions must be submitted no later than the date and time stated in the RFQ Schedule as the deadline for submission of questions. Any questions received after that time will not be addressed. Interpretations, clarifications and supplemental instructions from CLT will be in the form of a written addendum, which will be posted to the CLT website at www.cltairport.com, select “Advertising for Bids and Proposals,” select “Business with CLT.” Only the written interpretations, clarifications or supplemental instructions set forth in the posted addenda shall be binding, and Firms are warned that no other source is authorized to give information concerning, explaining or interpreting this RFQ. C. ATTEMPTS TO INFLUENCE THE SELECTION PROCESS With the exception of written requests for interpretation or clarification submitted to the RFQ Project Manager as described in Section II.B. above, Firms, including any and all persons acting on their behalf, are strictly prohibited from contacting elected or appointed City officials, officers, or employees, on or regarding any matter relating to this RFQ from the time the RFQ is issued until the start of the open business meeting at which City Council is asked to approve the contract between the City and the selected Firm. CLT reserves the right to disqualify any Firm who contacts a City or CLT official, employee, representative, contractor, or agent concerning this RFQ other than in accordance with this section. D. RFQ ACKNOWLEDGMENT Firms shall thoroughly examine and become familiar with this RFQ, including forms, attachments, exhibits and any addenda that may be issued. The failure or the neglect of a Firm to receive or examine any RFQ document shall in no way relieve it from any obligation with respect to its SOQ or the obligations that flow from the submission and selection of an RFQ. No claim based upon a lack of knowledge or understanding of any provision of this RFQ shall be allowed. mailto:Dominique.Mitchell@cltairport.com Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 E. SELECTION CRITERIA AND MINIMUM REQUIREMENTS Upon review and evaluation of all qualifying SOQs, including any interviews that the CLT may require, the Evaluation Committee will select and recommend the Firms that, in its sole judgment, are most responsive in meeting the requirements and objectives of this RFQ as set forth below. Firms selected will be eligible for projects with Architectural fees of less than one million dollars ($1,000,000) over the next three (3) years for projects set forth in Exhibit E or other similar projects as designated by CLT. 1. Demonstrated experience of Firm in providing similar services for comparable airport projects within previous ten (10) years; identify key qualifications, certifications and credentials. (Weight 25%) 2. Identification of the project team that will be performing the Work including: (Weight 25%) a. Qualifications, certifications and other key credentials of each team member; b. Demonstrated experience of each team member on comparable airport projects; 3. Proven airport planning experience and knowledge of Federal Aviation Regulations, current FAA Advisory Circular (AC) publications and standards for airport planning and noise compatibility; (Weight 15%) 4. Current workload of key personnel to be assigned to the project; (Weight 15%) 5. SOQ responsiveness and completeness (Weight 10%) a. Identify contract terminations within previous 10 years at other airports and explain circumstances. b. Identify bankruptcies within previous 10 years and explain circumstances. c. Identify pending claims or lawsuits between Firm and other airports and explain circumstances. 6. Ability to provide exhibits, reports, models, and other materials relevant to the specific Services for which the Consultant desires consideration; (Weight 10%) F. EVALUATION COMMITTEE AND AWARD OF CONTRACT An Evaluation Committee will review all SOQs. As part of the evaluation process, the Evaluation Committee may engage in discussions with any Firm to determine in greater detail the Firm’s qualifications and to learn about the Firm’s proposed method of performance of the Work. CLT may in its discretion schedule follow-up interviews with one or more Firms. During such interviews, Firms will be required to present its qualifications and to respond in detail to any questions posed by the Evaluation Committee. Firms will be notified in advance of the time and format of such interviews. The Evaluation Committee will consider all relevant materials and information in making its selection. The Evaluation Committee will select and recommend the Firm that it determines, in its sole discretion, is best able to provide the Work. CLT will inform the selected Firm that it has been selected, subject to final agreement between CLT and the Firm on all terms and conditions of the Agreement. Upon Firm’s execution of the Agreement, the Aviation Director may submit it to City Council for approval. If CLT and the selected Firm are unable to Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 agree on the final terms, the selected Firm will be excused from further consideration and CLT may, at their option, select another Firm. The City Council may, in its sole and absolute discretion, accept or reject the recommendation of the Evaluation Committee, Agreement, and supporting ancillary documents. The City shall have no obligations under this RFQ until City Council has formally approved the award of the Agreement to the selected Firm and the Agreement has been executed by both parties. G. CONSENT TO INVESTIGATE The selection of the Firm will be based on a thorough investigation of the proposals submitted in response to this RFQ. As part of the selection process, CLT may request that Firms provide additional information, including without limitation, financial records, certified bank statements or other company records relevant to the Evaluation Committees review of the proposals. By submitting an SOQ, each Firm consents to any investigation CLT deems necessary. H. DISQUALIFICATION OF PROPOSAL Without in any way limiting CLT’s right to reject any or all SOQs, Firms are advised that any of the following may be considered as sufficient cause for the disqualification of a Firm and the rejection of an SOQ: (i) failure to meet the eligibility requirements set forth in the Scope of Work; (ii) submission of more than one SOQ by an individual, firm, partnership or corporation under the same or different names, including the names it does business under; (iii) evidence of collusion among Firms; or (iv) improper communication as described in Section II. B. SOQs will be considered irregular and may be rejected for omission, alterations of form, additions not called for, conditions, limitation, unauthorized alternate proposals or other irregularities of any kind. All of the foregoing notwithstanding CLT reserves the right to waive any irregularities in its sole discretion. Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 III. PROPOSAL FORMAT AND SUBMISSION REQUIREMENTS A. SOQ FORMAT CLT desires all SOQs to be identical in format in order to facilitate the evaluation process. Failure to comply with the format requirements set forth herein may result in rejection of the SOQ. SOQs must be structured as follows: 1. Cover Page should state the firm name and reference this RFQ. 2. Cover Letter, at a minimum, should include: a. Contact information for the firm representative who will negotiate scope and fee. b. Execution by a firm representative authorized to legally bind the firm. c. Acknowledgement of addenda, if any. 3. A description of how the firm meets each of the Selection Criteria identified Section II.E. above. Please organize this section of the RFQ to clearly and completes address each of the selection criteria described in Section II.E. 4. Form # 3 should be submitted for this section, stating the MWSBE company(s) that selected firm intends to use and a description of the scope of work for each MWSBE company identified, EXCLUDING % or dollar values. **Form #3 is the ONLY CBI form that should be attached to the SOQ. 5. Commercial Non-Discrimination Certification – see Exhibit D. B. SUBMISSION REQUIREMENTS Firms must submit nine (9), bound, original and complete SOQs signed in ink by a company official authorized to make a legal binding offer and an electronic version on a flash drive in searchable Adobe Acrobat .pdf format to the RFQ Project Manager no later than the date and time set forth in the RFQ Schedule above, according to CLT’s clock. Submission may be by mail or hand-delivery as follows: 1. By Mail – Attn: Gary Peeples, RFQ Project Manager, CLT Center, 5601 Wilkinson Boulevard, Charlotte, NC 28208; or 2. By Hand-Delivery – SOQs may hand-delivered to the office attendant in the front lobby of the CLT Center, 5601 Wilkinson Boulevard, Charlotte, NC 28208. SOQs will be time and date stamped upon receipt (by either mail or hand-delivery). All SOQs shall not exceed ten (10) sheets of paper in 8 1/2" x 11" format with all standard text no smaller than twelve (12) points. SOQs should use double-sided copying and be unbound with tab dividers corresponding to the format requirements specified above. Failure of the firms to organize the information required by this RFQ as outlined herein may result in CLT, at its sole discretion, deeming the Firm non- responsive to the requirements of this RFQ. The Firm, however, may reduce the repetition of identical information within several sections of the SOQ by making the appropriate cross-references to other sections of the SOQ. Appendices for certain technical or financial information may be used where appropriate. Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 C. WITHDRAWAL OF SOQ; CORRECTION OF ERRORS Withdrawal of an SOQ may occur at any time prior to the submission deadline as set forth in the RFQ Schedule above, by written request, sent by email to the RFQ Project Manager. A request for withdrawal will not be effective until CLT has confirmed, in writing, the receipt of such request. A request to withdraw an SOQ by telephone or facsimile shall not be considered a valid request to withdraw an SOQ. Withdrawal of an SOQ by a Firm will not preclude the Firm’s re-submission of a revised RFQ on or before the submission deadline. If Firm desires to amend a submitted SOQ before the submission deadline, Firm must follow the withdrawal procedures described in this Section and resubmit the amended SOQ on or before the submission deadline. Where there are corrections prior to submission, the Firm’s representative signing the SOQ must initial erasures or other corrections in the SOQ. The Firm further agrees that in the event of any obvious errors, CLT reserves the right to waive such errors in its sole discretion. D. PROPOSAL TERMS FIRM AND IRREVOCABLE The signed SOQ shall be considered a firm offer on the part of the Firm. All SOQ responses (including all statements, claims, declarations, prices and specifications in the SOQs) shall be considered firm and irrevocable for purposes of contract negotiations unless specifically waived in writing by CLT. The selected Firm should be prepared to have its SOQ and any relevant correspondence or documentation incorporated into the Agreement, either in part or in its entirety, at CLT's election. Any false or misleading statements found in the SOQ are grounds for disqualification of the Firm and termination of the Agreement. This RFQ does not constitute an offer by CLT. No binding contract, obligation to negotiate, or any other obligation shall be created on the part of CLT unless CLT and the Firm execute the Agreement following award of such agreement by the City Council. Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 IV. RFQ TERMS AND CONDITIONS A. CLT’s RIGHTS AND OPTIONS CLT reserves the following rights, which may be exercised at CLT’s sole discretion: i. To supplement, amend, substitute, withdraw or otherwise modify this RFQ at any time; ii. To issue additional requests for information; iii. To require a Firm to supplement, clarify or provide additional information in order for CLT to evaluate its SOQ; iv. To conduct investigations with respect to the qualifications and experience of each Firm; v. To waive any defect or irregularity in any SOQ received; vi. To share the SOQs with City and/or CLT employees other than the Evaluation Committee as deemed necessary; vii. To award all, none, or any part of the scope of work set forth in this RFQ that is in the best interest of CLT with or without re-solicitation; viii. To discuss and negotiate with selected Firm(s) any terms and conditions in the SOQs; ix. To enter into any agreement deemed by CLT to be in the best interest of CLT; x. To reject any or all SOQs submitted; and xi. To re-advertise for proposals using this RFQ or a different RFQ or solicitation. B. ACCURACY OF RFQ AND RELATED DOCUMENTS CLT assumes no responsibility for conclusions or interpretations derived from the information presented in this RFQ, or otherwise distributed or made available during this selection process. In addition, CLT will not be bound by or be responsible for any explanation, interpretation or conclusions of this RFQ or any documents other than those provided by CLT through the issuance of addenda. In no event may a Firm rely on any oral statement in relation to this RFQ. Should a Firm find discrepancies or omissions in this RFQ or any other documents provided by CLT, the Firm should immediately notify CLT of such discrepancy or omission in writing, and a written addendum may be issued if CLT determines clarification necessary. Each Firm requesting a clarification or interpretation will be responsible for delivering such requests to CLT as directed in Section II.B of this RFQ. C. FIRM’S COST OF PROPOSAL PREPARATION Firms are responsible for any and all costs associated with the proposal process including, but not limited to, the creation of the proposal and any interviews (if applicable). CLT will not accept any promotional items as part of the proposal process and any such items included will either be discarded or, if so requested, returned to the Firm at Firm’s cost. D. RIGHT TO TERMINATE NEGOTIATIONS / DISCUSSIONS The Firm’s participation in this process might result in CLT selecting the Firm to engage in further discussions including the negotiation of the Agreement. The commencement of such discussions and negotiations, however, does not signify a commitment by CLT to execute the Agreement or to continue discussions and negotiations. CLT may terminate discussions and/or negotiations at any time and for any reason prior to the award of a binding contract by the City Council, and either abandon the selection process or select another Firm with whom to enter into negotiations. Rev.6/24/2016 RFQ# AVIA 20-27, Issue Date March 2, 2020 E. OWNERSHIP AND PUBLIC RECORDS LAW All SOQs and supplementary material provided as part of this RFQ will become the property of CLT. Firms are advised that all information included in the material provided is public record except for information that falls under one or more of the statutory exceptions set forth in Chapter 132 and 66-152 et seq. of the North Carolina General Statutes. Firms may only designate information confidential that it, in good faith, considers a trade secret or confidential under North Carolina public records and trade secret law. However, CLT reserves the right to review and make any final determination regarding the disclosure of any information submitted in connection with this RFQ in response to a public record request under North Carolina law. By submitting an SOQ, Firm agrees that the CLT may reveal any information contained in the SOQ to staff, consultants or third parties assisting with this RFQ and the negotiation of the resulting Agreement. Where information is marked “Trade Secret” or “Confidential,” Firm agrees to indemnify, defend and hold harmless the City and each of its officers, employees and agents from all costs, damages and expenses incurred in connection with the City choosing to withhold any material based on Firm’s designation of said material as a “Trade Secret” or “Confidential.” 12 EXHIBIT A – SCOPE OF WORK The Airport is requesting statements of qualifications for the purpose of selecting a Company(s) to provide On-Call Planning Services. The Company(s) will provide, on an as-needed basis, professional planning support services. All services required will be scoped and funded by individual Task Orders issued by Airport. The selected Company(s) will be an external source of planning expertise and assistance to the Airport’s Planning Section, which is a subdivision of the Development Division. The Company will work at the direction of the Airport’s Planning and Environmental Manager and his/her team. The contract(s) will be in effect for a period of three (3) years and encompass Task Orders with individual fees estimated not to exceed $500,000.00. Professional consulting services must support long-term master planning, strategic planning, environmental planning, sustainability, as well as analysis and definition of near-term strategies which align with the long-term vision. Services may include all aspects of airport planning, including, but not limited to: airfield, airspace, terminal, landside, environmental, financial, surface transportation, land use, economic development, noise, and technical support. The Company(s) will be required to utilize the Airport’s E-Builder project management software package. The Company will be required to work with other consultants and contractors of the Airport. On behalf of Airport staff, the Company will also interface and coordinate with airport tenants such as airlines, concessionaires, and Transportation Security Administration (TSA); and with other city, regional, state and federal agencies, including the Federal Aviation Administration (FAA) and other project stakeholders. Tasks performed under the On-Call Planning Services contract may be locally or federally funded. The Company will be notified of funding type during assignment of the task which will require compliance with all applicable regulations and advisory circulars. The awarded firm(s) will be required to meet Charlotte’s Business Inclusion (CBI) Program or DBE requirements for each Task Order. The Airport reserves the right to conduct separate selection processes for planning services. The On-Call Planning Services contract(s) will not replace the Airport's use of the Statement of Qualifications on file or Request for Qualifications (RFQ) for the selection of professional services. Firms selected for the On- Call Planning Services will not be precluded from submitting for the selection of professional services for other projects unless prior work creates a conflict of interest. Selection for an On-Call services contract does not guarantee work assignments as it is driven by the needs of the Airport as they arise. The Airport will select a Company(s) based upon in-house qualifications and ability to respond quickly. A firm must submit a Statement of Qualifications (SOQ) that lists the services in which the firm desires consideration with relevant qualifications that prove competency in those areas. Due to the unknown nature of tasks to be issued, Consultants shall not present sub-consultants in the SOQ. Once a Task Order is assigned, the Consultant shall submit a scope and fee including the use of a sub-consultant. Compliance with the CBI (or DBE) program will require a commitment from the Consultant during contracting to meet program goals for each Task Order. Deliverables will be identified in each Task Order. Company must have the ability to provide plans in AutoCAD and in GIS and provide the City with drawing and GIS files per Airport requirements. (See Exhibit E in Professional Service Agreement “Digital CAD and GIS Data Specifications for Airport Projects”). As part of the SOQ, Company must confirm its ability to comply. 13 Company should include as part of the SOQ the proposed team’s current workload as well as at least one example of exhibits, reports, models, and other materials created previously by Company in response to a request for services to the Work set forth below. Specific services the Consultant(s) may provide under this Agreement include, but are not limited to: Master Planning • Preparation of forecasts, demand/capacity analysis, airspace analysis, ALP preparation, and other aviation related planning activities • Developing and/or updating the Airport Layout Plan set • Developing targeted area plans that may be focused on Airport functional areas, such as cargo, general aviation, parking, maintenance etc. and cost estimation and financial feasibility for such development • Conducting needs assessments, efficiency studies, long-term use analysis, programming and initiative definition Airfield Planning • Developing planning studies, creating reports involving airside facilities, airspace and operational issues • Identifying airfield needs and developing alternative airfield layouts, including runways, taxiways, terminals, aircraft parking plans, aircraft deicing plans, hangars, cargo facilities and other airfield related components • Performing airfield and airspace modeling and simulations, and obstruction surveys and assessments 1. Terminal Planning • Identifying and analyzing terminal facility requirements for existing terminals, modifications to such terminals and/or or new terminals • Performing passenger processing and flow studies • Assisting in terminal space planning • Reviewing airline and other tenant plans for terminal modification • Collecting data concerning terminals ranging from curbside, circulation roadways, security checkpoints and baggage systems data • Performing simulations and activity forecasts for terminal facilities 2. Landside Planning • Forecasting near and long-term traffic, parking and curbside peak demand and peak time periods • Planning short-term and long-term public parking, employee parking, curb front access and allocation, Airport access and service roads • Planning and cost estimating for surface transportation, thoroughfare and ground access improvements • Analyzing and evaluating transportation corridors and site-specific vehicular traffic situations 14 • Providing non-terminal landside planning that may include roadway, parking, rental car facilities, taxi/limo facilities, TNC facilities/operations, and ground transportation issues • Planning Airport integration for regional connectivity, including future light rail, APM and transit services Environmental Planning • Providing high level environmental strategies • Preparing environmental studies and reports concerning Airport development and operational issues • Assisting in preparing NEPA documentation (e.g. Categorical Exclusions and Environmental Assessments and other environmental permit applications) for Airport development, commercial development, and operations • Assisting in preparing environmental permit applications required for Airport development, commercial development, and operations • Reviewing documentation for consistency and uniformity • Providing environmental training for Airport staff Land Use Planning • Height Assessments – Provide analysis of the existing ground elevation, aircraft approach/departure surfaces (Future Part 77 Surfaces), and one engine operating conditions from Airport Circular 201-91 as it relates to possible heights of structures in development areas • Developing and/or assessing land use plans that may include on- and off-airport property • Site assessments • Utility/infrastructure assessment and planning (Coordination of Property and Utility Availability – Consultant will coordinate with the property owner(s), local and state governments, and utility companies to obtain any necessary documents needed for the development of the site.) • Reviewing individual rezoning and development plans for compliance with master plan and development criteria • Coordinating with parties responsible for property acquisition, land valuation, market studies, trend analysis, lease negotiations and utility/infrastructure assessment and planning Noise • Analyzing air traffic procedures • Conducting analyses and preparing reports for specific noise issues 15 EXHIBIT B – FORM COPY OF PROFESSIONAL SERVICES AGREEMENT (NON-FEDERAL) AGREEMENT FOR PROFESSIONAL SERVICES PROJECT: [Insert Project Description] OWNER: City of Charlotte c/o Aviation Department COMPANY: [Insert Name] Rev. 12.12.2017 16 TABLE OF CONTENTS ARTICLE 1 - SCOPE OF SERVICES 17 ARTICLE 2 –SCHEDULE 17 ARTICLE 3 - COMPENSATION 17 ARTICLE 4 - PERSONNEL 19 ARTICLE 5 - NOTIFICATION 20 ARTICLE 6 - INSURANCE 20 ARTICLE 7 - INDEMNIFICATION 22 ARTICLE 8 - COVENANTS AND REPRESENTATIONS 22 ARTICLE 9 - OWNERSHIP AND USE OF WORK PRODUCT 23 ARTICLE 10 - TERMINATION AND SUSPENSION 24 ARTICLE 11 - PUBLICITY AND STATEMENTS TO THE PRESS 26 ARTICLE 12 - GENERAL COMPLIANCE WITH LAWS 26 ARTICLE 13 - NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS 27 ARTICLE 14 - COMPLIANCE WITH SECURITY MEASURES. 28 ARTICLE 15 - CHARLOTTE BUSINESS INCLUSION PROGRAM 28 ARTICLE 16 - DISPUTE RESOLUTION 29 ARTICLE 17 – E-BUILDER PROJECT CONTROL SYSTEM 30 ARTICLE 18 - MISCELLANEOUS CONDITIONS 31 EXHIBIT A SCOPE OF SERVICES EXHIBIT B SCHEDULE EXHIBIT C COMPENSATION EXHIBIT D TRAVEL AND EXPENSE REIMBURSEMENT PROTOCOL EXHIBIT E INVOICING REQUIREMENTS EXHIBIT F CONFIDENTIALITY REQUIREMENTS EXHIBIT G MANDATORY FEDERAL PROVISIONS (UPDATED 1.29.2016) EXHIBIT H CBI FORM 4 – LETTER OF INTENT EXHIBIT I CAD STANDARDS 17 This AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into this day of , 201___ (“Effective Date”) by and between the CITY OF CHARLOTTE (“City”) and [INSERT NAME] (“Company”). WITNESSETH: THAT WHEREAS, the City is the owner and operator of the Charlotte Douglas International Airport (“Airport”); WHEREAS, the City issued a Request for Qualifications dated [insert date] (“RFQ”) seeking proposals from qualified firms interested in providing [insert description] services (“Services”) for the [insert project description] at the Airport; WHEREAS, the Company submitted a proposal in response to the RFQ (“Proposal”) setting forth its qualifications and experience to perform the Services; WHEREAS, City desires to accept Company’s Proposal to provide the Services in accordance with the terms and conditions set forth below; and NOW THEREFORE, City and Company, for good and valuable consideration, agree as follows: AGREEMENT: 7 ARTICLE 1 - SCOPE OF SERVICES A detailed scope of services is provided in Exhibit A, attached hereto and incorporated by reference as if fully set forth herein. 8 ARTICLE 2 –SCHEDULE The Services shall be completed on a timetable described in Exhibit B. Company shall attach an updated Schedule to each invoice submitted under this Agreement. 9 ARTICLE 3 - COMPENSATION 3.1 Total Compensation. [Note: Pick one of the three compensation options.] As Total Compensation for the Services, Company will be paid on the basis of the [hourly rate(s)/fixed lump sum payment/cost plus fixed fee] as set forth in Exhibit C, attached hereto and incorporated herein by reference, in an amount, including reimbursable costs as detailed in Section 3.3 below, not to exceed X Dollars ($X). Both parties understand and agree that Total Compensation will be renegotiated and documented in a written amendment executed by both parties if the scope of this Agreement were to change. 18 3.2 Owner Contingency. This Agreement includes an Owner Contingency in the amount of [insert owner contingency]. Company may not use any funds in the Owner Contingency without prior written consent of the City. If no contingency, insert “Intentionally Deleted.” 3.3 Reimbursable Costs. To be reimbursable, costs (also referred to as “expenses”) must be actual, allowable, reasonable and allocable to the Services provided under this Agreement, and must comply with the Travel and Expense Reimbursement Protocol attached hereto as Exhibit D. There shall be no mark–up on these costs. 3.4 Payments. Payments shall be made for fees and reimbursable costs, if applicable, upon submission of an invoice that complies with the format and procedural requirements set forth in Exhibit E attached hereto. Invoices that do not comply with the format and procedural requirements set forth in Exhibit E may be rejected and/or result in payment delays. Payment will be made to Company on a monthly basis, and, where applicable, shall be in proportion to the Services performed within each phase, on the basis set forth in Exhibit C. The City of Charlotte is not exempt from sales tax. Please include all applicable State and County sales taxes on your invoices. Taxes must be on a separate line(s) on the invoice and not combined with the cost of goods. 3.5 Payment Affidavits. To determine whether disparities exist in City contracting based on race, gender or other factors, and also to measure the effectiveness of the City’s Community Business Inclusion Program, the City tracks the utilization of first-tier subcontractors and suppliers on certain City contracts based on race, gender, small business status, and other factors. For analysis purposes, it is important that the City obtain this data not only for minority, female and small business suppliers and subcontractors, but also for other subcontractors and suppliers. As a condition to receiving payment under this Agreement, the Company agrees to provide to the City with each invoice for payment submitted under this Agreement, a written payment affidavit detailing the amounts paid by the Company to first tier subcontractors and suppliers in connection with this Agreement (“Payment Affidavits”). Payment Affidavits shall be in the format specified by the City from time to time, and shall include all payments made to first tier subcontractors and suppliers under this Agreement that are not included on a prior Payment Affidavit. Failure to provide a properly completed version of each Payment Affidavit required by this Section shall constitute a default under this Agreement, and shall entitle the City to: (a) withhold payment of any amounts due the Company (whether under this Agreement or otherwise), or (b) exercise any other remedies legally available for breach of this Agreement; or (c) impose any other sanctions permitted under the City’s Community Business Inclusion Program. In order to have a properly completed Payment Affidavit, Company and first tier subcontractor identified must be registered in the City’s Vendor Registration System. The City may request on a case-by-case basis that the Company 19 require certain suppliers to be registered in the City’s Vendor Registration System, and may withhold payment of any amounts due the Company in the event the Company fails to comply with such request. 3.6 Accounting and Auditing. The Company shall maintain complete and accurate records, using Generally Accepted Accounting Principles (GAAP), of all costs related to this Agreement. Such records shall be open to inspection and subject to audit and/or reproduction, by the City’s agent or authorized representative to the extent necessary to adequately permit evaluation and verification of any invoices, payments, or claims submitted by the Company or any of his payees in connection with this Agreement. Records subject to examination will include, but are not limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Agreement. 11 12 For the purpose of such inspections, the City’s agent or authorized representative shall have access to said records from the Effective Date of this Agreement, for the duration of the Services, and until three (3) years after the date of final payment by the City to the Company pursuant to this Agreement. 13 14 If, as a result of an audit hereunder, the Company is determined to have charged the City for amounts that are not allocable or verifiable, the Company shall promptly reimburse the City for said amount. 10 ARTICLE 4 - PERSONNEL 4.1 Personnel. City has the right to require any additional personnel it deems necessary for the Services. The City also has the right to require removal and replacement of any personnel it deems unsatisfactory. The Company’s employees, agents and sub-consultants who normally and regularly come in direct contact with the public shall be clearly identifiable by name badges, name tags, or identification cards. Company and Company’s employees, agents and sub- consultants will abide by all the safety and security rules and regulations at the Airport. The Company shall ensure that its employees, agents and sub-consultants serve the public in a courteous, helpful, and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior or language shall be the responsibility of the Company. 4.2 Sub-contracting. Company shall not subcontract the Services without prior written approval of City. 4.3 Change in Control. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Agreement, the term "control" shall mean the possession, direct or indirect, of either: 20 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 Company; or b. The power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise. 11 ARTICLE 5 - NOTIFICATION The City and the Company shall cooperate with one another to fulfill their respective obligations under this Agreement. Any notice, demand, consent or other formal communication required or contemplated by this Agreement shall be in writing and shall be to City and to Company at the respective addresses set forth below: For the City: Aviation Department City of Charlotte 5601 Wilkinson Blvd. Charlotte, NC 28208 PO Box 19066 Charlotte, NC 28219 Attn: ________________ Phone: 704 Email: For the Company: Insert address, etc. Attn: ___________________ Phone: Email: 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. 12 ARTICLE 6 - INSURANCE Throughout the term of this Agreement, the Company and any of its subcontractors will comply with the insurance requirements described in this section. The Company shall also provide any other insurance specifically recommended in writing by the City of Charlotte Risk Management Department. In the event that the Company fails to maintain required insurance, the City shall be entitled to terminate or suspend the Agreement immediately. The Company agrees to purchase and maintain the following insurance coverage during the life of the Agreement: 21 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. Professional Liability. Insurance with a limit of not less than $1,000,000 each claim and $1,000,000 aggregate. The policy may be claims-based, provided Company continuously maintains the policy from the date of the first NTP until six (6) calendar years after the date of substantial completion of the Services rendered under this Agreement. d. 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 Agreement. The Company shall not commence any work in connection with the resulting 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 Agreement. The Company shall be responsible for notifying the City of cancellation of any of the insurance coverages required above. The Company must give notice in writing to the City within 48 hours of the cancellation. The Company 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 Company 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 Company and/or subcontractor. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company’s operations under 22 this Agreement. The Company and each of its subcontractors shall and do waive all rights of subrogation against the City. 13 ARTICLE 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 and settlement amounts, arising out of or resulting from, or alleged to arise out of or result from, Company’s performance under this Agreement, except to the extent that the claims, losses, damages, obligations, liabilities and expenses are caused by the negligent act or omission or willful misconduct 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. Company shall purchase insurance, as described in Section 6, 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 Agreement. 14 ARTICLE 8 - COVENANTS AND REPRESENTATIONS The Company covenants and represents that it shall exercise a customary degree of care and diligence in performing all services under this Agreement. The Company shall render services under this Agreement in accordance with the customary professional standards prevailing for major international airports in the United States. The Company further covenants and represents that: a. To the best of Company’s knowledge, information, and belief, the services performed by it under this Agreement do not violate any contracts with third parties or any third party rights in any patent, trademark, copyright, trade secret or similar right; b. The services performed hereunder shall be performed in a professional manner and by qualified staff and shall satisfy the requirements set forth in this Agreement; and c. It has sufficient expertise and resources to perform under this Agreement. The Company further represents and covenants that: a. It is a corporation duly incorporated, validly existing, and in good standing under the laws of [INSERT APPROPRIATE STATE OF INCORPORATION; IF A FOREIGN COMPANY ADD THE FOLLOWING CLAUSE – “with authorization to transact business in the State of North Carolina.”]; 23 b. It has all the requisite corporate power and/or authority to execute, deliver and perform its obligations under this Agreement; c. The execution, delivery, and performance of this Agreement have been duly authorized by the Company; d. No approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement; and e. In connection with its obligations under this Agreement, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses. f. It and each of its subcontractors have complied and shall comply with all federal, state and local laws and regulations relating to the performance of this Agreement and/or to the products and services delivered hereunder, and shall obtain all applicable verifications, permits and licenses. Any defective designs or specifications furnished by the Company and any failure of any services performed by the Company to comply with any requirements set forth in this Agreement shall be promptly corrected by the Company at no cost to the City, or, at City’s sole discretion, City shall have the work corrected and Company shall reimburse City for the resulting expense. The City's approval, acceptance, use of, or payment for all or any part of the Company's Services shall in no way alter the Company's obligations or the City's rights under this Agreement. 15 ARTICLE 9 - OWNERSHIP AND USE OF WORK PRODUCT 9.1 Ownership. The City shall own title to and all intellectual property rights in and to all documents, reports, specifications, designs, developments, computations, and other materials prepared, obtained or delivered under the terms of this Agreement (collectively the “Deliverables”). The City may use, transfer, copy and distribute the Deliverables without restriction or limitation. The City accepts responsibility for any changes made by the City to these Deliverables after final submittal by the Company. 9.2 Instruments of Professional Service. The City acknowledges that the Deliverables are instruments of professional service. The City acknowledges and agrees that the Company may retain one copy of each Deliverable and use the Deliverable solely for its internal general reference. 9.3 Modification or Reuse Risk. Any modification of the Deliverables by the City without the involvement of the Company shall be at the sole risk of the City. 9.4 Other Items. The Company shall cooperate with and provide reasonable 24 assistance to the City as necessary to obtain or enforce any patents, copyrights or other proprietary rights in the Deliverables and to execute all Deliverables necessary to give the City full legal ownership of such Deliverables. The Company shall also take all necessary actions to ensure that all employees and approved subcontractors engaged by the Company in connection with the Agreement are bound by the terms of this Section. The Company shall, as required for the performance under this Agreement and otherwise upon the request of the City or upon expiration or termination of this Agreement, deliver to the City all Deliverables. 9.5 Confidentiality Requirements. The parties acknowledge that they are bound by all terms and conditions contained in the Confidentiality Requirements with respect to any confidential information which either of them obtains access to in connection with this Agreement. By signing this Agreement you acknowledge that you will comply with all provisions of the Confidentiality Requirements as set forth in Exhibit F hereto. . A violation of any provision of the Confidentiality Requirements shall constitute a material breach of this Agreement and will be the basis for immediate termination of this Agreement for cause, notwithstanding any other provision of this Agreement to the contrary. 16 ARTICLE 10 - TERMINATION AND SUSPENSION 10.1 Termination for Convenience. The City may terminate this Agreement immediately for any reason or no reason by giving written notice to the Company. The notice shall specify the date upon which such termination becomes effective. 10.2 Termination for Default by Either Party. By giving written notice, either party may terminate this Agreement if the other party violates or fails to perform any covenant, provision, obligation, term, or condition contained in this Agreement but, unless otherwise provided, such failure or violation shall not be cause for termination if the defaulting party cures such default within thirty (30) days of receipt of written notice of default from the other party. The notice of default shall state the party’s intent to terminate this Agreement if the default is not cured within the specified time period. 10.3 Additional Grounds for Termination for Default by the City. The City may terminate this Agreement immediately by written notice to the Company upon the occurrence of one or more of the following events, each of which shall also constitute a non-exclusive Event of Default: a. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Agreement, the Company's proposal, or any covenant, agreement, obligation, term, or condition contained in the Agreement; b. The Company ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the 25 business of such party is continued and performance of all its obligations under this Agreement shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of the other party's assets or properties. 10.4 Obligations upon Expiration or Termination. Upon expiration or termination of the Agreement, the Company shall promptly provide or return to the City: All Deliverables, in whatever form; Documentation to evidence completion of matters covered by this Agreement and setting forth progress in developing the Deliverables to the date of termination; and All equipment, materials, documents, or data, whether in written, graphic, machine readable or other form, supplied by the City in connection with this Agreement, in as good condition as when delivered, reasonable wear and tear excepted. Upon the request of the City, the Company agrees to provide reasonable assistance and cooperation to the City and City contractors for a period of up to twelve (12) months after expiration or termination of this Agreement at its then-current rates. In the event of Termination for Convenience, City shall pay Company for Services rendered and reimbursable expenses incurred prior to the effective date of termination and no amount shall be allowed for anticipated profit on unperformed services. In the event of Termination for Default, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Company shall be liable to the City for any additional cost occasioned to the City thereby. If it is later conclusively determined that the Company had not in fact defaulted, the termination shall be deemed to have been effected for the convenience of the City and the Company shall be paid as provided for a Termination for Convenience. 10.5 No Effect on Taxes, Fees, Charges or Reports. Any termination of this Agreement shall not relieve the Company of the obligation to pay any fees, taxes, or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly, or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 10.6 Substitute Performance. In the event the Company fails to perform any part of the Scope of Services within the time frame set forth in this Agreement without good cause, then, without limiting any other remedies available to the City, the City may take either or both of the following actions: a. Employ such means as it may deem advisable and appropriate to continue work until the matter is resolved and the Company is again able to carry out operations under this Agreement; and 26 b. Deduct any and all operating expenses incurred by the City from any money then due or to become due the Company and, should the City's cost of continuing the operation exceed the amount due the Company, collect the amount due from the Company. 10.7 Cancellation of Orders and Subcontracts. In the event this Agreement is terminated by the City for any reason, the Company shall upon the effective date of termination (unless the City's notice of termination directs otherwise), immediately discontinue all service in connection with this Agreement and promptly cancel all existing orders and subcontracts which are chargeable to this Agreement. As soon as practical after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the services performed under this Agreement to the date of termination. 10.8 Other Remedies. Upon termination of this Agreement, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedies. 10.9 Suspension. At any time, the City may suspend Company’s Services by providing written notice of suspension to the Company. In the event of suspension, Company shall be paid for the Services performed prior to suspension, plus reimbursable expenses incurred prior to suspension. If such suspension continues for more than (six) 6 months for reasons beyond Company’s control, Company may terminate this Agreement immediately upon written notice to City. 17 ARTICLE 11 - PUBLICITY AND STATEMENTS TO THE PRESS Advertising, sales promotion or other materials of the Company or its agents or representatives shall limit the identification or reference to this Agreement to the general description of the project and/or services that are the subject of this Agreement. Descriptions of conceptual or alternative designs/products considered in connection with this Agreement shall not be included in advertising, sales or other materials. As a condition of entering into this Agreement, the Company further agrees to refrain from the following, absent the City’s prior written approval: (1) making any statement to the media or public regarding the subject matter of this Agreement or the City’s position on any issue relating to this Agreement; or (2) making any statement to the media or public on any issue which, in the City’s judgment, is likely to cast doubt on the competence or integrity of the City or the Company. Failure to comply with this Article by the Company shall constitute a material breach and, without limiting any other remedies the City may have, shall entitle the City to terminate this Agreement for default. 18 ARTICLE 12 - GENERAL COMPLIANCE WITH LAWS The Company shall comply with all Federal, State, and local laws, ordinances, and regulations applicable to the services provided herein. If, due to conflicts between two or 27 more such ordinances, statutes, laws, rules, and regulations (the "Regulations") or due to conflicts in the interpretation or enforcement of such Regulations by courts or governing bodies having jurisdiction over the project, the Company is unable to comply with such Regulations, the Company shall exercise usual and customary professional care in complying with such conflicting Regulations. The Company further agrees that it will at all times during the term of this Agreement be in compliance with all applicable Federal, State and/or local laws regarding employment practices. Such laws include, but shall not be limited to workers' compensation, the Fair Labor Standards Act (FSLA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), all Occupational Safety and Health Administration (OSHA) regulations applicable to the work. The Company also acknowledges and agrees to comply with the federal requirements set forth in Exhibit G, attached hereto and incorporated herein by reference. 19 ARTICLE 13 - NON-DISCRIMINATION PROVISION FOR ALL CITY CONTRACTS As a condition of entering into this Agreement, the Company represents and warrants that it will fully comply with the City’s Commercial Non-Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of the Contractor from participating in City contracts or other sanctions. As a condition of entering into this agreement, the Company further agrees to (a) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this agreement; and (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. 28 The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this clause shall be considered a material breach of this agreement and may result in contract termination, disqualification of the Company from participating in city contracts and other sanctions. 20 ARTICLE 14 - COMPLIANCE WITH SECURITY MEASURES. Company acknowledges and agrees that: a. Access to the secured areas of the Airport is subject to security measures imposed by the United States (“Security Plan”) and enforced by the Transportation Security Administration; b. Access to the secured areas of the Airport or the airfield by Company’s officers and employees shall be limited to and conditioned upon compliance with the Security Plan as it exists upon the effective date of this Agreement, and as may be modified from time to time; c. Company’s officers and employees who need regular access to the secured areas of the Airport or the airfield will have to apply for and qualify for security identification badges (“Security Badges”) issued by the Aviation Director; and a. City shall not be liable to Company for any diminution or deprivation of Company’s rights hereunder on account of the inability or delay of Company or his officers or employees to obtain a Security Badge, regardless of the reason. 21 ARTICLE 15 - CHARLOTTE BUSINESS INCLUSION PROGRAM 15.1 Participation. This Agreement is subject to the requirements of the City of Charlotte’s Charlotte Business Inclusion (“CBI”) Program. Company agrees to abide by the City’s CBI Program, a complete copy of which is available at www.charlottebusinessinclusion.com. Execution of the Agreement shall constitute an acknowledgment upon which the City may rely that the Company has thoroughly examined, and is familiar with the CBI Program and Agreement requirements 15.2 Goal. The CBI Contract Goal is hereby established at ______ percent (??%) of Total Compensation. The Company agrees it shall use its best efforts to utilize the committed certified minority-owned, women-owned and/or small business enterprise (“MWSBE”) firms to achieve the CBI Contract Goal set forth herein. An executed copy of each CBI Form 4 – Letter of Intent is attached hereto as Exhibit H. http://www.charlottebusinessinclusion.com/ 29 15.3 Additional CBI Program Provisions. The parties agree that: I. The terms of the CBI Program, as revised from time-to-time, together with all rules and guidelines established, are incorporated into this Agreement by reference; and II. A violation of the CBI Program shall constitute a material breach of this Agreement, and shall entitle the City to exercise any of the remedies set forth in Part D of the CBI Program, including but not limited to liquidated damages; and III. Without limiting any of the other remedies the City has under the CBI Program, the City shall be entitled to withhold periodic payments and final payment due to the Company under this Agreement until the City has received in a form satisfactory to the City all claim releases and other documentation required by the City’s CBI Program, and in the event payments are withheld under this provision, the Company waives any right to interest that might otherwise be warranted on such withheld amount under G.S. 143-134.1; and IV. The remedies set forth in Part D Section 14 of the CBI Policy shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy; and V. The City will incur costs if the Company violates the CBI Policy, and such costs are difficult to ascertain due to their indefiniteness and uncertainty. Accordingly, the Company agrees to pay the City liquidated damages at the rates set forth in Part D of the CBI Policy. VI. The Company agrees to participate in any dispute resolution process specified by the City from time-to-time for the resolution of disputes arising from the CBI Program. VII. Nothing in this Section shall be construed to relieve the Company from any obligation it may have under N.C. Gen. Stat. 143-134.1 regarding the payment of subcontractors. 22 ARTICLE 16 - DISPUTE RESOLUTION 16.1 The City and the Company agree to participate in good faith in any mediation of a dispute subject to the terms and conditions of this Section and NCGS 143-128(f1). 16.2 Full compliance with this section is a precondition for any party to initiate any form of litigation concerning the claim and/or dispute. Unless otherwise directed by the City, the Company shall continue performance under this Agreement while matters in dispute are being resolved. The process set forth by this Section may be foregone upon the mutual written agreement of all parties in interest to the claim and/or dispute. 30 16.3 The Company shall include this Section in every subcontract or any other agreement it enters into with any party related to or that will be involved in the Services rendered under this Agreement. Failure to do so will constitute a breach of this Agreement, and the Company shall indemnify and hold harmless the City from and against any and all claims, including without limitation reasonable attorney fees and other costs of litigation, arising in any manner from such breach. 16.4 The following disputes are not subject to the provisions of this Article: i. A dispute seeking a non-monetary recovery; and ii. A dispute seeking a monetary recovery of $15,000 or less. 16.5 For purposes of this section, a dispute is limited to the recovery of monetary damages from the same transaction or occurrence against a single party or two or more parties alleged to be liable jointly, severally or in the alternative. Two or more disputes may not be consolidated or otherwise combined without the consent of all parties to such disputes. 16.6 Prior to requesting mediation, a party must form a good faith belief that it is entitled under applicable law to recover the monetary amount to be included in the request from one or more of the remaining parties. Such belief must be based on a reasonable and prudent investigation into the dispute that is the subject of the request. The request for mediation must be based on such investigation and may not include any amount or the name of any remaining party, unless supported by such investigation and good faith belief by the party requesting the mediation. 16.7 All expenses incurred by a party to a dispute in preparing and presenting any claim or defense at the mediation shall be paid by the party. The parties shall share the mediator’s fee and any filing fees equally with at least one-third of such fees to be paid by City, if City is party to the dispute. Agreements reached in mediation shall be enforceable as settlement agreements in any court have jurisdiction thereof. 16.8 The mediation shall be held in the Charlotte, Mecklenburg County, North Carolina, unless otherwise agreed by all parties in writing. The parties understand and agree that mediation in accordance with this Section shall be a condition precedent to institution of any legal or equitable proceeding seeking monetary recovery based on any dispute that is subject to mediation pursuant to this Section. 23 ARTICLE 17 – E-BUILDER PROJECT CONTROL SYSTEM Upon City’s request, Company shall use the City’s web‐based project control software (“e‐Builder”) for records retention and management of all documentation related to this Agreement. Information on e‐Builder can be found at www.e‐builder.net. Documents, forms, and processes that will be used in e‐Builder by the City, City’s representatives and Company include but are not limited to: drawings, designs, schematics, submittals, reports, photos, transmittals, requests For information, contract amendments, design http://www.eâ•’builder.net/ 31 changes, letters, meeting notifications and meeting minutes. If an item is not covered by e‐Builder, submittal shall be as directed by the City. For submittals larger than 11x17, submittal shall be as directed by the City. City will provide access and technical service for five (5) e‐builder licenses at no cost to the Company. Any additional e-Builder licenses will be the responsibility of the Company to purchase as needed. The City will provide training at no cost to the Company. Company shall submit a Submittal Register to the City the Agreement has been approved and executed. The Submittal Register shall include a list of all submi t ta ls required to be submitted under the Agreement. The Submittal Register shall also include the planned dates for all submittals to be submitted for t h e entire duration of the Agreement. The Company shall submit an updated Submittal Register monthly with any changes to the planned submittal dates. The City will provide will the Company with the format for the Submittal Register. The Company should allow a minimum of twenty-one (21) days for review and approval of the Submittal Register following the submittal date, unless otherwise approved by the Company. The Submittal Register shall include the following information” a) Number b) Package c) Specification Section and Sub‐Section d) Revision (designate on original submittals as Rev. 00) e) Description f) Category g) Submittal Date 24 ARTICLE 18 - MISCELLANEOUS CONDITIONS 18.1 Relationship of the Parties. The relationship of the parties established by this Agreement is solely that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give any party the power to direct or control the 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. 18.2 Governing Law and Jurisdiction. The parties acknowledge that this Agreement is made and entered into in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all rights, obligations, duties, and liabilities of the parties to this Agreement, and that North Carolina law shall govern interpretation of this Agreement and any other matters relating to this Agreement (all without regard to North Carolina conflicts of laws principles). The parties further agree that any and all legal actions or proceedings relating to this Agreement shall be brought in a state or Federal court sitting in Mecklenburg County, North Carolina. By execution of this Agreement, the parties submit to the jurisdiction of 32 said courts and hereby irrevocably waive any and all objections that they may have with respect to venue in any of the above courts. 18.3 Amendment. No amendment or change to this Agreement shall be valid unless in writing and signed by both parties to this Agreement. 18.4 Binding Nature and Assignment. This Agreement shall bind the parties and their successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 18.5 Severability. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity of the remaining portion of the Agreement so long as the material purposes of the Agreement can be determined and effectuated. If any provision of this Agreement is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 18.6 CAD Standards. Company shall use and abide by the Airport’s CAD standards, attached hereto as Exhibit I and incorporated herein by reference. 18.7 Approvals. All approvals or consents required under this Agreement must be in writing. 18.8 Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Agreement shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving the rights. 18.9 Interest of the Parties. The Company covenants that its officers, employees, shareholders and sub-consultants have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. 18.10 Taxes. The Company shall pay all applicable Federal, State and local taxes that may be chargeable against the performance of the Services. 18.11 No Bribery or Lobby. The Company certifies that to the best of its knowledge, information, and belief, neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or lobbied, or attempted to bribe or lobby, an officer or employee of the City in connection with this Agreement. 18.12 Survival of Provisions. Those Articles of this Agreement and the Exhibits that 33 by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. 18.13 Endorsement of Documents. The Company shall sign and seal, or shall cause to be signed and sealed, with the appropriate North Carolina Professional Seal, all plans, specifications, calculations, reports, plats, and construction documents prepared by the Company. 18.14 Entire Agreement. This Agreement is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties relative to such subject matter. This Agreement supersedes all prior agreements, negotiations, representations, and proposals (“prior agreements”), written or oral, except to the extent such prior agreements are incorporated by reference into this Agreement. 18.15 E-Verify Compliance. Unless otherwise exempted, Company shall comply with the requirements of Article 2 of Chapter 64 of the General Statutes. Further, if Company utilizes a subcontractor, Company shall require the subcontractor to comply with the requirements of Article 2 of Chapter 64 of the General Statutes. 18.16 NC Prohibitions on Contracts with Companies that Invest in Iran or Boycott Israel. Company certifies that (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract, Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Agreement or any part thereof is void due to Company appearing on The Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Except to the extent specifically provided above, this Amendment shall not be interpreted or construed as waiving any rights, obligations, remedies or claims the parties may otherwise have under the Agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE] 34 IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Agreement to be executed as of the date first written above. [INSERT FIRM’S NAME] Federal Tax I.D. No. _______________ By: _____________________________ Printed Name: ____________________ Title: ___________________________ Date: ___________________________ CITY OF CHARLOTTE By: _____________________________ Printed Name: ____________________ Title: ___________________________ Date: ___________________________ This instrument has been pre-audited in the manner required by the "Local Government Budget and Fiscal Control Act". 1 EXHIBIT A - SCOPE OF SERVICES 2 EXHIBIT B – SCHEDULE 3 EXHIBIT C – COMPENSATION 4 EXHIBIT D – TRAVEL AND EXPENSE REIMBURSEMENT PROTOCOL I. Transportation Expenses. A. Reasonable transportation expenses will be paid on the basis of actual costs. Requests for reimbursement for a transportation expense must include itemized receipts. B. Company is expected to use the most economically feasible mode of transportation giving consideration of time constraints, productive hours and distance involved. If Company elects to use a more expensive travel option, Company will only receive reimbursement equivalent to the least expensive option. C. The City will not pay additional expenses resulting from arriving earlier or staying later than necessary to conduct official business. D. The use of a rental car requires a written business purpose explanation. E. Fines for parking violations, moving violations, speeding tickets, etc. are the responsibility of the Company and will not be reimbursed by the City. II. Air Travel. A. Company will not be reimbursed for priority airline boarding, US Customs Trusted Traveler Program fees, upgraded airline seats including preferred seating in coach, in-flight movie rental, flight insurance, or other voluntary amenity services. B. In lieu of fees for airport parking, transportation to the airport from origination via a TNC service, taxi, black car, etc. is reimbursable up to the total of the prevailing CLT Business Valet rates for the business trip. C. Per IRS, mileage to/from the airport is reimbursable only if traveling directly from the office to the airport and requires supporting documentation. III. Driving Expenses. Company may be reimbursed for mileage based on the documented use of a private vehicle for business travel and in consideration of the most economical feasible transportation method; however, as per IRS guidelines, mileage between a residence and an airport is not reimbursable. IV. Lodging Expenses. A. Lodging expenses will be paid by the City in accordance with the GSA lodging rate for a specific city. B. The City will pay lodging for the minimum number of nights required to conduct the assigned business. C. Company shall not be reimbursed for in-room movie rentals, laundry fees, fitness room fees, hotel room upgrades, or other voluntary, unspecified hotel amenity charges. V. Meals and Incidental Expenses. A. Company will be reimbursed on the GSA per diem basis for meals and incidental expenses incurred specifically during the business portion of travel. GSA per diems for meals and incidental expenses can be found at the GSA website www.gsa.gov/portal/content/110007. B. Incidental expenses consist of fees and tips for persons who provide services, such as porters and baggage carriers, incurred when traveling overnight. VI. Miscellaneous Expenses. Company may be reimbursed for other business- http://www.gsa.gov/portal/content/110007 5 related expenses, including local registration fees, parking fees, etc. Itemized receipts must be submitted with request for reimbursement for any such expenses. VII. Documentation and Procedure. A. Itemized receipts for the cost of lodging, transportation (airfare, shuttles, light rail, taxis, parking, etc.) and registration fees must be submitted to be reimbursed. B. Mileage reimbursement requests must be supported by documentation evidencing actual mileage such as a Google Maps printout. C. If upon review of the travel expenses, any expense item requires additional clarification, the Company may be required to submit additional supporting documentation in the discretion of the City. If acceptable supporting documentation is not submitted, the expense item in question may be disapproved. 6 EXHIBIT E – INVOICING REQUIREMENTS 1. All invoices will clearly state: a. Company MUNIS Vendor number b. Company Name and Address c. CLT PM d. Contract/Contract Number e. Purchase Order Number f. Vendor Invoice Number (if applicable) g. Charlotte Business INClusion Form #6 2. Company sends draft invoice to PM for review and approval. 3. If revisions are necessary, Company will be notified by the PM on what to correct. Corrections must be made before an invoice is submitted to COCAP. 4. Company submits invoice via COCAP to cocap@ci.charlotte.nc.us and copy ; a. CLT PM b. Carol Wilson (Carol.Wilson@cltairport.com) CLT Development Office Manager c. Michele Torres (Michele.Torres@cltairport.com) CLT CBI Business Diversity Programs Manager d. CLT Procurement (procurement@cltairport.com) 5. Base Fee Billing – Each task identified in the project which a separate fee or percentage of the total fee is assigned will be listed on a separate row. For a typical design project these would include such tasks as Programming, Design (this can be broken down further if desired into SD, DD, CD), Bidding, Construction Administration. (see attached invoice as an example) However, depending on the project, some projects may have very different and distinct tasks that need to be identified. Due to the complexity and unique nature of the types of projects that we manage, it will be left to the discretion of the Airport Engineer and the PM how the tasks are broken down. 6. If multiple POs are included on a single invoice, POs should be clearly identified with associated tasks directly below the identifying PO information (PO #, Project Name, etc…) 7. Every invoice will have the following columns: Total Fee, % of Total Fee, % Complete, Fee Earned (to date), Previous Billing, Current Due. 8. Reimbursable expenses should be listed below the base fee billing and clearly convey the same information, preferably using the same column format. 9. The designer/architect/consultant should provide a summary with each invoice showing total contract value and all purchase orders associated with that contract to assure CLT that they have not exceeded their contract value. 10. The designer/architect/consultant should provide a schedule update. mailto:cocap@ci.charlotte.nc.us mailto:Carol.Wilson@cltairport.com mailto:Michele.Torres@cltairport.com 7 EXHIBIT F - CONFIDENTIALITY REQUIREMENTS Company hereby agrees to comply with all confidentiality requirements set forth below in connection with this Agreement. 1. Confidential Information Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories: A. Trade secrets. For purposes of this Agreement, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the City has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. B. Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.” C. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. D. Information contained in the City/County’s personnel files, as defined by N.C. Gen. Stat. 160A-168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law. E. Citizen or employee social security numbers collected by the City. F. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limited to passwords and security standards, procedures, processes, configurations, software and codes. G. Local tax records of the City that contains information about a taxpayer’s income or receipts. H. Any attorney / client privileged information disclosed by either party. I. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 8 J. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home. K. Building plans of City-owned buildings or structures, as well as any detailed security plans. L. Billing information of customers compiled and maintained in connection with the City providing utility services. M. Other information that is exempt from disclosure under the North Carolina public records laws. Categories A through L above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by these requirements, and agrees that: (a) all requirements set forth herein applicable to Confidential Information shall apply to Highly Restricted Information; and (b) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information. 15 2. Restrictions The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below: A. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information. B. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement incorporating substantially the form of this Section and containing all protections set forth herein. C. It shall not use any Confidential Information of the City for its own benefit or for the benefit of a third party, except to the extent such use is authorized by City as set forth herein, or is for the purpose for which such Confidential Information is being disclosed. D. It shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. E. The Company shall use its best efforts to enforce the proprietary rights of the City and the City’s vendors, licensors and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any 9 person who has possession of or discloses Confidential Information in a manner not permitted by City. F. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert these provisions as grounds for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. G. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information. 3. Exceptions The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish: A. Was already known to the Company prior to being disclosed by the disclosing party; B. Was or becomes publicly known through no wrongful act of the Company; C. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof; D. Was used or disclosed by the Company with the prior written authorization of the City; E. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request; F. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an agreement or protective order providing that, to the greatest possible extent possible, the confidentiality requirements set forth herein will be applicable to all disclosures under the court order or subpoena. 4. Unintentional Disclosure Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, 10 report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 5. Remedies The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 11 EXHIBIT G – MANDATORY FEDERAL PROVISIONS (UPDATED 1.29.2016) 1. CIVIL RIGHTS – TITLE VI ASSURANCES A. Title VI Solicitation Notice The Owner, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. B. Title VI Clauses for Compliance with Nondiscrimination Requirements Compliance with Nondiscrimination Requirements During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor’s obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, 12 and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the contractor under the contract until the contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI List of Pertinent Nondiscrimination Authorities During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), 13 (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justic