ADDENDUM NO. 1 JANITORIAL SERVICES at ... for...ADDENDUM NO. 1 REQUEST FOR PROPOSALS JANITORIAL...

ADDENDUM NO. 1

REQUEST FOR PROPOSALS

JANITORIAL SERVICES

at

CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT

for the

CITY OF CHARLOTTE

NORTH CAROLINA

September 15, 2014

A. Compensation Sheet

If you have yet to receive a copy of the Compensation Sheet, a required part of each

proposal, please email [email protected] to request a copy.

B. Mandatory Pre-Proposal Conference Sign-In Sheet

The sign-in sheet from the mandatory pre-proposal conference is included below.

C. CBI Vendor List

This RFP requires subcontracting participation under the CBI program with City of Charlotte

certified M/W/SBEs, not DBEs, please note these are separate and distinct certifications.

A complete list of M/W/SBEs is available at www.charlottebusinessinclusion.com, click on

“Find a Vendor or Commodity Code”. Nevertheless, suggested list of M/W/SBEs in some of

the scopes relevant to this RFP is included below.

D. Sample Agreement

Attached below is a sample agreement in a form substantially similar to that which the

successful proposer will be asked to execute.

.

mailto:[email protected]

http://www.charlottebusinessinclusion.com/

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Sign In Sheet

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9/11/2014

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Vendor Source List

Vendor_Name

VMS_Nu

mber Website

Primary_Contact_

Name Primary_Contact_Email

Primary_Contact_

Phone

Primary_Contact_F

ax Commodity_Code Certification_Types**

25/27 Cleaning Services, LLC 23546 Travis Blackmon [email protected] (704) 999-0070

91039 -

Janitorial/Custodial

Services

SBE---05/08/2014 to 05/08/2017; MBE-

--06/24/2014 to 06/24/2017

AAC Enterprise 18083 Donald Wimbush [email protected] (704) 701-9637 (704) 706-9654

91039 -


Services MBE---09/10/2013 to 09/10/2016

Access Services, Inc. 9116

www.access-

servicesinc.com Kevin Smith [email protected] (704) 712-1339 (704) 536-9816

91039 -


Services

SBE---12/16/2011 to 12/16/2014; MBE-

--03/18/2014 to 03/18/2017

All Things Professional Cleaning,

Inc 15592

www.allthingsprofessio

nal.net Erica Everett [email protected] (704) 345-3976 (704) 841-1078

91039 -


Services

SBE---10/22/2012 to 10/22/2015; MBE-

--11/18/2013 to 11/18/2016

ATL & C Cleans, LLC 28189 www.atlccleans.com Cissy Agurs [email protected] (704) 635-8480 (866) 306-2904

91039 -


Services SBE---06/30/2014 to 06/30/2017

Chem-Clean, Inc. 23190 www.chemcleannc.gov Joe B. Liles [email protected] (704) 375-7212 (704) 375-0315

91039 -


Services SBE---02/11/2013 to 02/11/2016

Clean Bean 21561 Clarence Bynum [email protected] (704) 605-4780 (877) 528-3506

91039 -


Services

MBE---10/15/2013 to 10/15/2016; SBE-

--08/29/2014 to 08/29/2017

Clean Room Services 10026 Michael Galloway [email protected] (704) 363-0438

91039 -


Services SBE---11/19/2013 to 11/19/2016

Devines Commercial &

Residential Kleening 13820 Denise Massey [email protected] (704) 652-1583 (704) 543-0731

91039 -


Services SBE---06/08/2012 to 06/08/2015

EcoClean of Charlotte 26315

www.ecocleancharlotte

.com Karen Bailey

[email protected]

om (704) 321-9498

91039 -


Services

SBE---12/04/2012 to 12/04/2015; MBE-

--07/01/2014 to 07/01/2017

Faith Cleaning Services. Inc. 19054 Annette Alexander [email protected] (704) 493-9332

91039 -


Services SBE---08/17/2012 to 08/17/2015

Favar Enterprises, Inc. 28263

www.favarenterprises.n

et John Jennings [email protected] (704) 712-4106 980-237-4247

91039 -


Services MBE---05/30/2014 to 05/30/2017

Favored Cleaning Concepts 28641 Reginald Mallard [email protected] (828) 308-1686 (704) 948-1767

91039 -


Services MBE---06/26/2014 to 06/26/2017

Fredericks Cleaning Service 26781 Tonya Frederick

[email protected]

m (704) 712-2460

91039 -


Services SBE---05/06/2013 to 05/06/2016

** Dates represent most recent certification or re-certification and does may not represent the initial certification date

For reference use only.

This is NOT an all comprehensive list

For a complete list of M/W/SBEs,

visit www.charlottebusinessinclusion.com,

click on "Find a Vendor or Commodity Code" Retrieved from COMPASS on 9.15.14

Vendor Source List

GDC Supplies Equipment &

Contracting, LLC 14139 Gregory Camp [email protected] (704) 996-1578 (704) 545-5380

48500 - JANITORIAL

SUPPLIES, GENERAL

LINE SBE---11/16/2011 to 11/16/2014

Green's Commercial Cleaning,

Inc. 17478

www.greenscommercial

cleaning.com Chuck Smith [email protected] (704) 525-5859 (704) 525-5860

91039 -


Services

SBE---01/03/2012 to 01/03/2015; MBE-

--06/03/2014 to 06/03/2017

Hands On Janitorial 26872

www.handsonjanitorial.

webs.com Lavera Sanders [email protected] (980) 226-3979

91039 -


Services SBE---05/30/2013 to 05/30/2016

Hit the Spot Janitorial Services 28455 www.htsjs.com

Demetrius

Thompson [email protected] (704) 649-6123

91039 -


Services SBE---05/20/2014 to 05/20/2017

HJ Earthbound Cleaning 25241

www.hjearthbounds.co

m Jovonnia McCray [email protected] (980) 272-6062

91039 -


Services SBE---06/05/2012 to 06/05/2015

Imperial Crown Cleaning LLC 24550 Olga L Orozco

imperialcrowncleaning@hot

mail.com (704) 362-4824

91039 -


Services SBE---11/09/2011 to 11/09/2014

JAC Janitorial Services 25154

www.jacjanitorialservic

e.com Jorge A. Castro

[email protected]

m (704) 401-7142 (704) 780-1694

91039 -


Services

SBE---05/18/2012 to 05/18/2015; MBE-

--03/19/2014 to 03/19/2017

JC Services Unlimited 8560 N/A [email protected] (704) 525-0987 (704) 525-0948

91039 -


Services MBE---08/08/2013 to 08/08/2016

Just In Time Cleaning Services 23632 Yanory Guaman [email protected] (704) 491-6084 (704) 921-2667

91039 -


Services SBE---03/26/2014 to 03/26/2017

LJR Investments, LLC 28145 Loretta sharpe [email protected] (704) 582-2030

91039 -


Services SBE---02/25/2014 to 02/25/2017

MAKK Services Unlimited, Inc. 8396 Michelle Grier [email protected] (704) 507-1921 (980) 875-9127

91039 -


Services

SBE---08/10/2012 to 08/10/2015; MBE-

--03/18/2014 to 03/18/2017

Miriam Davis Cleaning, LLC 14665 Miriam C. Davis

miriamdaviscleaning@yahoo.

com (704) 201-6111 (704) 597-1008

91039 -


Services

SBE---01/28/2013 to 01/28/2016; MBE-

--03/17/2014 to 03/17/2017

Mr. Clean Maintenance

Company 20679

www.mrcleanservices.c

om Maurice Murray

michaelmurray@mrcleanserv

ices.com (704) 200-0047 (704) 625-3753

91039 -


Services

SBE---04/26/2012 to 04/26/2015; MBE-

--10/23/2013 to 10/23/2016

NATE'S CLEANING SERVICES 8590 N/A [email protected] (704) 622-2914 (704) 362-1419

91039 -


Services MBE---03/17/2014 to 03/17/2017

Perfect Choice Cleaning Service 21571

perfectchoicecleaningse

rvice.com Timothy Davis [email protected] (704) 904-7044 (704) 391-8183

91039 -


Services SBE---01/11/2013 to 01/11/2016






Vendor Source List

Perfect Cleaning LLC The 24383 Arelis Herman

perfect_cleaning@bellsouth.

net (704) 453-6585 (704) 948-9438

91039 -


Services SBE---09/21/2011 to 09/21/2014

Perfect Finish cleaning Service

Inc 26696

perfectfinishcleaning.co

m Kim Johnson [email protected] (704) 540-7260

91039 -


Services SBE---03/21/2013 to 03/21/2016

PMG, Inc. 14087

www.professionalsmgm

t.com Bonita P. Sloan

[email protected]

om (704) 398-6676 (704) 398-6648

91039 -


Services

SBE---07/28/2014 to 07/28/2017; MBE-

--08/22/2014 to 08/22/2017

PriVent Construction, LLC 20153 2 Kim Bines-Ume [email protected] (704) 771-8180 (704) 496-7652

91039 -


Services SBE---01/13/2012 to 01/13/2015

Pro Klean, Inc. 12446 www.prokleaninc.com Debbie McMillan [email protected] (704) 504-9588 (704) 504-0708

91039 -


Services

WBE---10/11/2013 to 10/11/2016;

SBE---02/20/2014 to 02/20/2017

R & F Janitorial Services 10027 Alvon Freeman [email protected] (704) 345-5363 (704) 971-0311

91039 -


Services SBE---01/15/2013 to 01/15/2016

Squeaky Clean Janitorial Service 8455 Robert C. Johnson [email protected] (704) 904-1890 (704) 596-1141

91039 -


Services MBE---11/18/2013 to 11/18/2016

Squeaky Completely Clean 20677 www.scclean.net James Barnes

[email protected]

m (910) 797-4683 (704) 455-7680

91039 -


Services

SBE---07/09/2012 to 07/09/2015; MBE-

--11/19/2013 to 11/19/2016

Titan Commercial Services, Inc. V20865 www.titan-csi.com

Sylvester C.

Johnson [email protected] (704) 615-9963 (704) 992-2727

91039 -


Services MBE---05/30/2014 to 05/30/2017

TJETT SERVICES LLC 25765 Teresa McBride

[email protected]

OM (980) 721-5114 (704) 910-2644

91039 -


Services SBE---10/04/2012 to 10/04/2015

TJF Cleaning Service 23764 Tracy McIntyre

[email protected]

om (980) 339-9217 (704) 910-0071

91039 -


Services SBE---05/29/2012 to 05/29/2015

Top Pro Cleanners 26421

www.topprocleaners.co

m Tirrell Greene

[email protected]

m (704) 241-6206 (704) 598-5832

91039 -


Services SBE---01/08/2013 to 01/08/2016

Whistle Me Clean, LLC 28269

www.whistlemeclean.c

om Tracy D. Brown [email protected] (980) 237-2695

91039 -


Services MBE---03/17/2014 to 03/17/2017

Zion Nation, LLC 25743 Erica Wright

[email protected]

g (704) 780-0373

91039 -


Services SBE---09/25/2012 to 09/25/2015






Contract No.

1

Charlotte Douglas International Airport

Janitorial Services Agreement

with

[Company’s Name]

Table of Contents

I. Janitorial Services

II. Effective Date and Term

III. Premises

3.1 Assigned Areas

3.2 Ingress and Egress

3.3 Office, Storage and Operational Space

IV. Compensation

4.1 Management Fee

4.2 Reimbursable Expenses

4.3 Payments to the Company

4.4 Annual Budget

4.5 Annual True-Up

4.6 Additional Rents and Fees

4.7 Utilities and Maintenance

4.8 Licenses, Fees and Taxes

V. Records and Audit

5.1 Certified Annual Revenue Statement

5.2 Monthly Expense and Revenue Statement

5.3 Audit of Records

5.4 Audit Request

5.5 Overstated Expenses

5.6 U.S. Government Access

5.7 Non-Compliance Fines

VI. Method of Operation

6.1 Services

6.2 Management

6.3 Quarterly Meeting

6.4 Equipment Purchase

6.5 Equipment and Supplies

6.6 Equipment Maintenance

6.7 Staffing

6.8 Reporting

6.9 Badging

6.10 Employee Parking

6.11 Company Policies and Procedures

6.12 Uniforms

Contract No.

2

6.13 Training

6.14 Background Checks

6.15 Facility Inspections

6.16 Advertising, Trademarks and Logos

6.17 Loss, Theft or Damage to City Property

6.18 Cost Due to Operational Inefficiency

6.19 Changes

6.20 Additional Work

6.21 Service Inspections and Evaluations

VII. Termination

7.1 Non-Compliance and Violation

7.2 Cumulative or Continuous Violations

7.3 Default

7.4 Remedies

7.5 Remedies Non-Exclusive

7.6 Remedies Cumulative

7.7 Termination without Cause

7.8 Termination for Cause

7.9 Responsibilities Upon Termination

VIII. Indemnification and Insurance

8.1 Indemnification

8.2 Insurance

IX. Charlotte Business INClusion Program

9.1 Goal

9.2 Participation

9.3 Letter of Intent

9.4 Non-Compliance

X. Non-Discrimination, Public Use and Federal Grants

10.1 Non-Discrimination

10.2 Non-Discrimination Provision for City Contracts

10.3 Americans with Disabilities Act

10.4 Federal Grants and Public Use

10.5 Recapture by the United States Government

10.6 Company’s Non-Compliance

10.7 Modification to Comply with Federal Laws, Regulations or Agreements

XI. Assignment, Transfer and Subcontracting

XII. Miscellaneous

12.1 Successors and Assigns

12.2 Suspension and Abatement

12.3 Broker’s Commission

12.4 Cooperation with Successor Company

12.5 Environmental Provisions

12.6 Airport Rules and Regulations

12.7 Airport Security

12.8 Amendment

12.9 Performance Bond

Contract No.

3

12.10 Independent Contractor

12.11 Drug-Free Workplace

12.12 E-Verify

12.13 Company’s Dealings with the City

12.14 No Warranties or Inducements

12.15 Waiver of Claims

12.16 Non-Waivers

12.17 Time of Essence

12.18 Force Majeure

12.19 Severability

12.20 Entire Agreement

12.21 Interpretation

12.22 Choice of Law

12.23 Compliance with the Laws

12.24 Attorney’s Fees

12.25 Situs and Service of Process

12.26 Notices

Exhibits

A. Relevant Portions of the Proposal

B. Relevant Portions of the RFP

Contract No.

4

CITY OF CHARLOTTE, NORTH CAROLINA

CHARLOTTE DOUGLAS INTERNATIONAL AIRPORT

JANITORIAL SERVICES AGREEMENT

This JANITORIAL SERVICES AGREEMENT (“Agreement”) by and between the CITY OF CHARLOTTE, a

municipal corporation of the State of North Carolina (“City”), and [Company Name & Description],

organized and existing under the laws of the State of [State] and authorized to do business in the State of

North Carolina (“Company”)(collectively the “Parties”).

WITNESSETH

THAT, WHEREAS, the City owns and operates Charlotte Douglas International Airport (“Airport”) in

Mecklenburg County, North Carolina, and has the authority to grant rights and privileges relating thereto;

WHEREAS, pursuant to Request for Proposals (“RFP”) dated September 4, 2014, the City solicited

proposals from firms qualified to and interested in providing janitorial services at the Airport (the

“Services”) and Company made a qualifying proposal; and

WHEREAS, the City wishes and the Company desires to provide the Services.

NOW, THEREFORE, for and in consideration of the mutual promises contained in this Agreement, the

City and Company agree as follows:

Article I

Janitorial Services

The Company shall do all usual and customary things necessary to manage and operate the

Services in a responsible and complete manner, as set forth herein and in accordance with the

terms and conditions of this Agreement twenty-four hours a day, seven days a week, three

hundred and sixty-five days a year. The Company shall use its best efforts to provide the Services

in a manner so as to maximize cleanliness and minimize costs through a high degree of service and

operating efficiency. The Company shall be responsible for providing all equipment, chemicals,

supplies, tools, apparatus and other property used in performing the Services. It is understood

between the parties that the prime purpose of the Services performed under this Agreement is

that the premises shall be kept clean, according to reasonable and accepted standards, as defined

by the City and in the manner set forth in Exhibit B.

Article II

Effective Date and Term

The initial term of the Agreement shall be three (3) years (“Term”), beginning on February 1, 2015

(“Effective Date”) and expiring on January 31, 2018. Additionally, the City may exercise two (2)

options to renew for additional one (1) year terms, subject to Company’s consent. Each contract

year will run from February 1st through January 31st the following year (“Service Year”).

Contract No.

5

Article III

Premises

3.1 Assigned Area. The assigned area of this Agreement shall mean certain areas as defined by

Exhibit B within the land and buildings of the Airport (“Assigned Area”).

3.2 Ingress and Egress. Company will have the non-exclusive right, in common with other Airport

tenants and the general public, for ingress and egress to the Airport and the Assigned Area.

3.3 Office and Storage Space. The City shall provide storage space for equipment and supplies, and

office and break room space at the Airport at no cost to the Company. The City reserves the right

to change the locations of these spaces when necessary in its sole discretion.

Article IV

Compensation

4.1 Management Fee. The Management Fee for the provision of the Services will be $[Insert

Amount] per Service Year. The Management Fee is an annual obligation that will be paid in

twenty-six equal installments, as stated in Section 4.4 below. The Management Fee will be paid

based on the actual man hours worked divided by the man hours specified by Exhibit A

(“Agreement Man Hours”) times the Management Fee Hourly Rate in Exhibit A. However at no

point will the Management Fee equal more than the Management Fee Hourly Rate times the

Agreement Man Hours. Hours worked for the purpose of corrective action or for any other

reason that exceed the scheduled hours shall not be included in the Management Fee calculation.

4.2 Reimbursable Expenses. The City shall reimburse the Company for approved expenses as set

forth in Exhibit A for the first Service Year, and as stated in the approved annual budget for each

of the following Service Years. The Company shall provide the City a report monthly for such

expenses as required by the Monthly Expense and Revenue Statement in Section 5.2 below.

4.3 Payments to the Company. For performance of the Agreement in strict accordance with the

specifications, the City shall pay the Company every other week as specified herein for work

acceptably completed during that period at the rates set forth in Exhibit A. Acceptability of the

work shall be determined solely by the City. Company shall submit invoices for each pay period

within 5 business days of the end of each period. Expenses related to expendable supplies shall

be based on the passenger count in Exhibit A but such payments will be reconciled to match the

actual passenger counts for that pay period. Reconciliation will occur upon the Airport’s receipt of

the passenger count monthly report. Where such reconciliation results in the a change in

payment, the party owed the additional funds must invoice the other. The Airport shall have the

right, at any time during the term of the Agreement, to withhold from the Company any payments

otherwise due and payable as deemed necessary or desirable to protect the City against partial or

total failure of the Company to employ the number of personnel set forth in the Agreement or

subsequent amendments or if Company fails to complete all the required Services. This right may

be exercised by the Airport with or without revoking or terminating the Agreement, and such

withholding shall not be deemed a breach of the Agreement by the City. The City shall remit

payment within thirty (30) days of receipt of such invoice, however absent prior written approval;

no reimbursable expense will be paid where the total monthly expenses exceed the annual

budget amount for that month by more than five percent (5%).

4.4 Annual Budget. No later than January 5th , prior to the start of each Service Year, the Company

shall provide to the City an annual budget in a form substantially similar to the budget included in

Exhibit A outlining the upcoming Service Year’s Reimbursable Expenses. The approved annual

Contract No.

6

budget may be increased or decreased by the City from time to time, but only if and to extent the

City, in its sole discretion, deems such revisions necessary and appropriate under this Agreement.

4.5 Annual True-Up. Within thirty (30) days of the end of each Service Year the Company shall pay the

City the amount, if any, by which the actual Reimbursable Expenses were less than the amount of

Reimbursable Expenses stated in the annual budget. In the sole discretion of the City, such

payment may be made by either a credit to the next Service Year’s Reimbursable Expenses or by

direct payment by the Company.

4.6 Additional Rents and Fees. If City has paid any sum or sums or has incurred any obligation or

expense for which Company has agreed in writing to pay or reimburse City, or if City is required or

elects to pay any sum or sums or insure any obligations or expenses by reason of the failure,

neglect, or refusal of Company to perform or fulfill any one or more of the conditions, covenants

or undertakings contained in this Agreement, Company agrees to pay such sums or expenses,

including all interest, costs, damages and penalties, and agrees that the same shall be subtracted

from any monies payable under the terms of this Agreement, and each and every part of the same

shall be and become additional fees and charges, recoverable by the City in the same manner and

with like remedies as if originally a part of this Agreement.

4.7 Utilities and Maintenance. The Airport shall be responsible for the provision and cost of building

maintenance and utilities for electrical power and water. Where applicable, the City will assist the

Company in securing the installation of the phones lines needed and any internet connections.

Company shall be responsible for any telephone equipment and use costs, including installation

and services, and for any other furniture and equipment, including the repair and improvement

costs.

4.8 Licenses, Fees and Taxes. Company agrees to pay, when due, all licenses, fees, taxes and

assessments charged, assessed or levied by any governmental authority by reason of the

operation and provision of the Services. The failure to pay any tax, license, fee or assessment, the

validity of which shall be contested in good faith and with reasonable promptness, shall not be

interpreted as a violation of this covenant until such contest shall have been abandoned or the

time for objection or appeal has expired. The amount(s) of compensation set forth in the

Agreement shall be understood and agreed to include any and all relevant sales and use tax

payment obligations.

Article V

Records and Audit

5.1 Certified Annual Revenue Statement. Within one hundred and twenty (120) days of the end of

each Service Year the Company shall employee an independent Certified Public Accountant,

approved by the City, who shall provide a written statement to the City stating whether, in its

opinion, the monies paid by the City to the Company during the preceding year pursuant to this

Agreement were or were not the accurate monies due in accordance with the terms of this

Agreement.

5.2 Monthly Expense and Revenue Statement. Each month Company shall provide to the City a true

and accurate verified statement of Company’s actual Expenses during the preceding month. Such

statement must be in a form approved by the Aviation Director and include copies of invoices

stamped paid, indicating the date and check numbers and signed by the Company. Where in any

given month the reimbursable expenses results in a variance of five percent (5%) over the

budgeted amount without prior written consent, the expense will not be paid and the statement

Contract No.

7

must include a detailed explanation of the cause of the increase. Included with the statement will

be back up documentation for the hours worked in the provision of the Services. Any portion of

these monies owed to the Company shall be paid per the terms of Section 4.3 above. The

statement shall be delivered no later than three (3) days after the end of each pay period. Costs

for Staffing Routine Work, Project Work, Routine Chemicals and Expendable Supplies, Routine

Equipment, Reimbursable Expenses, and the Management Fee shall be on separate line items.

5.3 Audit of Records. The City shall have access to any books, documents, papers and records of the

Company, which are directly related to this Agreement for the purpose of making audit,

examination, excerpts and transcripts. Such records shall be kept and this right to audit will last

for five years upon the termination or natural expiration of this Agreement.

5.4 Audit Request. Company, upon written request by the City, shall make all the necessary records

for audit available at the Airport or shall pay in advance for the full cost of any travel or related

expense in order for a representative of the City to audit the records in another location up until

five years after the termination or natural expiration of this Agreement. The documents must be

available within fourteen (14) days of receipt of the written request.

5.5 Overstated Expenses. If, as a result of an audit, it is established that Company has overstated the

monies owed under this Agreement by five percent (5%) or more, Company shall be liable to the

City for the monies owed, including eighteen percent (18%) per annum interest from the date such

expenses were paid and the entire expense of said audit.

5.6 U.S. Government Access. Subject to compliance with all applicable laws, the Federal Aviation

Administration (FAA), the Controller General of the United States and any of their duly authorized

representatives shall have access to any books, documents, papers and records of the Company

which are directly related to this Agreement for the purpose of audit, examination, excerpts and

transcriptions.

5.7 Non-Compliance Fines. In the event the City determines that any fine or penalty has been

imposed on the City as a result of the failure of the Company or any of its subcontractors to

comply with applicable laws or directives, including, without limitation, those from the

Transportation Security Administration or the Federal Aviation Administration, City shall have the

right to deduct such cost from monies due to the Company or by attachment of all or part of the

performance bond.

Article VI

Method of Operation

6.1 Services. The Company shall provide the Routine Work, Project Work and Remote Work as

described in Exhibit B.

6.2 Management. Company shall select and appoint a general manager and assistant general

manager where required, to oversee the Services and as provided for in Exhibit B. Such person

must be an outstanding, highly qualified and experienced manager or supervisor of comparable

operations, vested with the power to accept service of all written notices and control the conduct

of Company’s personnel, subcontracts and agents. Such person must be located in the Charlotte

region. The general manager or assistant general manager must be reachable by phone or email

twenty-four (24) hours a day, seven (7) days a week. Further, this person will be responsible for

ensuring the Services meet the requirements set forth in this Agreement. The Airport shall have

Contract No.

8

the right to reject or request a change of the Company’s choice; however, no such approval will be

unreasonably withheld and no such request will be unreasonably made.

6.3 Quarterly Meetings. Company shall attend quarterly face-to-face meetings between Company

and Airport leadership to address successes and concerns in relation to the provision of the

Services.

6.4 Equipment Purchase. During the Agreement, the Company shall purchase all equipment as

required to provide the Services, including, without limitation, the equipment included in Exhibit

B.

6.5 Equipment and Supplies. Company shall store its equipment and supplies in storage areas and

custodial closets designated by the Airport. The Company agrees to keep those areas neat and

clean at all times and in compliance with applicable fire regulations. Equipment must be kept clean

and in good repair. Space in the Airport's facilities furnished to the Company as office, storage,

supply or janitorial closet space must be cleaned and maintained by the Company to the approval

of the Airport.

6.6 Equipment Maintenance. The Company shall perform the regular maintenance and repairs of the

equipment provided under this Agreement and keep repair logs for each piece of equipment. A

list of the equipment upon which maintenance is required is included in Exhibit B. All

maintenance will be performed in compliance with the equipment manuals as provided by the

Airport. If equipment becomes unserviceable it must be brought to the attention of the Aviation

Director, or his designee, who will work in consultation with the Company to determine the best

resolution.

6.7 Staffing. The Company shall provide staffing for all aspects of the Services and as provided in

Exhibit A. The City may request detailed staffing plans and where necessary staffing changes to

ensure the Services under this Agreement are fully provided per the terms and conditions. The

Company’s employees should arrive at the Airport dressed for work as changing facilities are not

available. The Company shall not employ any person or persons in or about the Airport who shall

use improper language or act in a loud or boisterous or otherwise improper manner. The

Company agrees to remove any employee from providing the Services at the Airport whose

conduct the City feels is detrimental to the best interests of the City. At no point shall the

Company pay its employees an hourly wage less than that set forth in Exhibit A.

6.8 Reporting. Company will provide to the City reporting containing the information and in the

frequency as provided in Exhibit B.

6.9 Badging. All personnel requiring access to the Airport will be required to obtain identification and

clearance issued pursuant to 49 CFR 1542. Further, all personnel will be expected to participate in

any necessary training to obtain the identification as well as abide by any associated rules or

regulations. This includes any additional requirements in order for the employee to be authorized

to drive on the airfield. Such clearance must be received prior to any Company employee

beginning work at the Airport. Employees driving on the airfield must also possess a valid driver’s

license.

6.10 Employee Parking. In the sole discretion of the Aviation Director, or his designee, the City will

provide to the Company a reasonable number of vehicular parking spaces at designated locations

for the use of Company’s employees to be provided on Airport property.

6.11 Company Policies and Procedures. The Company shall provide to the City operational policies and

procedures related to the provision of the Services. At a minimum a procedure to immediately

notify the Airport of any incident involving the Company’s personnel must be included. Such must

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be provided prior to the Effective Date and within thirty (30) days of any changes implemented by

the Company.

6.12 Uniforms. Company shall provide uniforms as provided in Exhibit A at no cost to its employees.

City shall have the right to request at any time changes to the type, color or style of uniform

provided by the Company. Where Company’s personnel provides services at the Airport under

other contracts, such employees shall wear separate distinct uniforms readily recognizable from

the uniforms worn by Contractor's personnel assigned to this Agreement.

6.13 Training. Company shall provide training as set forth in Exhibit A to all employees assisting in

providing the Services under this Agreement.

6.14 Background Checks. Company shall conduct employee background checks, separate and apart

from any investigation conducted in relation to receiving an Airport badge, in compliance with the

details set forth in Exhibit A.

6.15 Facility Inspection. The City shall have the right to perform periodic facility and equipment

inspections to ensure all are in working order and operating in compliance with the terms of this

Agreement.

6.16 Advertising, Trademarks and Logos. The City has the sole right to manage the advertising in the

locations where the Services are provided. Further, any use of the Airport’s trademarks or logos is

forbidden absent prior written approval.

6.17 Loss, Theft or Damage to City Property. Where Airport property is damaged, lost or stolen by the

actions of the Company’s employees, agents or subcontractors, the Company shall be responsible

for the costs associated with correcting such act. This includes, without limitation, any damage or

discoloration of surfaces, to include but not be limited to, walls, floors, carpets, counters, fixtures,

mirrors, glass, furniture, paint or other Airport furnishings. The repair or replacement costs will be

deducted from the payment(s) due the Company. For the purposes of this Agreement, damage to

the above items shall be deemed to be caused by the Company if the Company's agents,

employees or subcontractors performed an act or failed to perform a necessary act, and such act

or failure to act was contrary to the specifications of this Agreement or the applicable

manufacturer's specifications or recommendations, or such act or failure to act was unreasonable,

as determined in the sole discretion of the Airport.

6.18 Cost Due to Operational Inefficiency. Where the City incurs any cost due to the Company’s failure

to meet the operational requirements of this Agreement the City shall subtract the actual cost

incurred in fulfilling these duties from the Company’s portion of the performance incentive.

6.19 Changes. The Company shall receive a minimum often (10) days prior written notice of any

significant changes in cleaning specifications resulting from any action of the City which requires

additional manpower or supplies other than those requirements described in the Agreement. Any

additional areas made available as a result of construction will be included in the Services and shall

be cleaned in accordance with Exhibit B. Without invalidating the Agreement, the City may order

minor changes or alternations including additions, deletions or revisions in the Services by written

request by the Airport. In the event the extra Services results in any additional charges to the City,

Company shall so advise the City in writing of the amount of the extra charges. After review by the

City, if the charges are deemed fair and reasonable, the City shall specifically authorize payment

before the new Services proceeds. The City may authorize the purchase of machinery used in

conjunction with the extra Services and shall have the option of paying the Company in one lump

sum or as equal payments according to the number of weeks left on the Agreement without

consideration of anticipated extensions thereof. The City shall also have the right to increase or

decrease the number of man-hours required for the Services by written notice to the Company.

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However, such change will be agreed to in writing by both parties. The City shall have, in its sole

discretion, the right to request the Company to = reduce or increase personnel, equipment and

materials and supplies as deemed necessary to provide the level of quality necessary to meet the

Agreement obligations. Payment to the Company shall be reduced or increased accordingly. City

shall have the right to require the Company’s personnel to perform other duties on the premises

that the City deems necessary or desirable and the Company shall promptly comply. The Company

will not be required to perform scheduled cleaning tasks in the affected employees' areas of

responsibility during these times. In the event of an emergency or unusual occurrence, the City

may make temporary changes in the Services and request the Company reassign janitorial

personnel accordingly. The Company shall not be held accountable for regular scheduled work in

this event. If the Company cannot provide personnel to perform necessary acts of emergency, the

City shall have the right to solicit additional temporary labor from other sources to fulfill the needs

of the City.

6.20 Additional Work. The City reserves the right to directly purchase various materials, supplies and

equipment that may be made a part of the Agreement. The City may award other contracts for

specialized work, and the Company shall cooperate fully with such other contractors and shall

coordinate its own work with that provided under other contracts. Company shall have no claim

against the City for additional payment due to delays or other conditions created by the operation

of other contractors. The City will decide the respective rights of the various contractors in order

to secure the completion of the Services.

6.21 Services Inspections and Evaluation. The Airport shall have the right to determine the quality of

the Company’s performance and have free access to the materials and the work areas at all times

for the purposes of measuring and inspecting the work. The Airport will decide any and all

questions that may arise as to the quality and acceptability of the Services performed and as to

the manner of performance and the rate of progress of the Services. The Airport may reject work

or materials that do not conform to the Agreement and may suspend work until any questions at

issue can be resolved to the satisfaction of the City. Company acknowledges that the cleanliness

of the Assigned Areas is of utmost importance to the public and the City. If the Airport identifies

any failure on the part of the Company to provide the Services in a manner which meets or

exceeds the minimum standards set forth by the City, the Airport shall advise the Company of

each failure and afford the Company 24 hours to cure its default. Work performed in strict

accordance with the procedures and using the specified chemicals and/or equipment included in

Exhibit B shall be deemed as meeting the City’s minimum standards.

Article XII

Termination

7.1 Non-Compliance and Violation. The City shall have the right to make reasonable objections to

Company’s failure to provide first-class Services at the Airport and/ or to operate its business in a

manner satisfactory to the City. Should Company violate the provisions of this Agreement, the

City shall give the Company notice and a reasonable opportunity to cure said violation or

violations. Company agrees to promptly discontinue or remedy any objectionable practice or

condition within the cure period stated in any notice issued by the City, or within such additional

time as the Parties agree is reasonably necessary if Company promptly commences to cure the

same and thereafter diligently prosecutes the cure of such breach or violation.

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7.2 Cumulative or Continuous Violations. Should Company violate the provisions of this Agreement

or fail to cure an issue within the allotted time more than three (3) separate times within the

course of one Service Year, the City may treat any subsequent violation or violations as a Default.

7.3 Default. The occurrence of any of the following shall constitute a “Default:”

7.3.1 Insurance or Performance Bond. The cancellation of insurance or Performance Bond

without City consent and where it is not reestablished promptly after written notice by City

to Company.

7.3.2 Bankruptcy. The filing by or against the Company of any petition in bankruptcy.

7.3.3 Unapproved Transfers. Company’s transfer of its interest under this Agreement, without

the prior written approval of the City, by reason of death, operation of law, assignment,

subcontract or otherwise, to any other person, entity or corporation.

7.3.4 Illegal Use. Use or permission to use the Services or portion of the Airport made available

under this Agreement by Company for any illegal purpose.

7.3.5 Abandonment. Discovery by the City that Company has abandoned, deserted or vacated

the areas provided for the provision of the Services. Such Default will not require notice or

an opportunity to cure.

7.3.6 Liens against City Property. Company’s sufferance of any lien or attachment adverse to the

interest of the City or any lien or attachment to be filed against the Airport or the City’s

property because of any act or omission of Company. Such Default shall occur if such lien is

not discharged or contested by Company in good faith by proper legal proceeding within

twenty (20) days of the Company receiving notice of such lien or attachment.

7.3.7 Material Misrepresentation. City discovers that Company made a material

misrepresentation to the City that induced the City to enter into this Agreement or continue

with enforcement of this Agreement where City had the option to terminate. Such Default

will not require notice or an opportunity to cure.

7.3.8 Default in Other Covenants. Company’s failure to keep, perform and observe any other

promise or violates any term, covenant or condition of this Agreement, other than those in

Section 7.3, described above, and such failure or violation is not cured within thirty (30)

days after written notice by the City describing the nature of the failure or violation. Such

notice and opportunity to cure shall not be given, at the City’s option, where there have

been three (3) previous separate issues within a twelve (12) month period.

7.4 Remedies. Immediately upon the occurrence of a Default, the City may, at its option, exercise any

of the following rights and remedies in addition to any other rights and remedies provided

elsewhere in this Agreement, or otherwise at law or in equity:

7.4.1 Right to Draw on Performance Bond. In the event of a Default or in the case of breach or

violation of any other provision, including Company’s obligation and duties under all general

rules and regulations adopted by the Airport, after written notice by the City describing the

default, failure, breach or violation and giving Company an opportunity to cure, the City

may immediately, and without further notice to Company, draw upon the Performance

Bond in any amount necessary to satisfy the damages sustained or reasonably expected to

be sustained.

7.4.2 Elect to Continue and Enforce Agreement. The City may elect to allow this Agreement to

continue in full force and effect without termination and enforce all of City’s rights and

remedies hereunder.

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7.4.3 Right to Cure. Where the Company fails to provide the Services to satisfaction of the

Airport, the City shall have the right to obtain the Services from outside vendors and any

additional cost associated with such action will be the liability of the Company.

7.4.4 Termination of this Agreement. City may terminate this agreement as stated in Section 7.7

and 7.8 of this Agreement.

7.4.5 Damages upon Termination. If the City elects to terminate, Company shall be liable to City

for any amount necessary to fully compensation the City for all damages and costs,

including attorney’s fees, caused by Company’s failure to perform its obligations under this

Agreement.

7.5 Remedies Non-Exclusive. The remedies provided in this Article are in addition to all other rights

and remedies that the City may have for breach or violation of this Agreement. Nothing in this

shall be deemed to be a waiver by the City of any breach or violation of this Agreement, nor shall

imposition of any of these sanctions be deemed to stop the City from terminating this Agreement,

or from asserting any of its other rights or remedies under this Agreement, or at law or in equity.

7.6 Remedies Cumulative. Each right and remedy in this Agreement shall be deemed cumulative and

will be in addition to every other right or remedy in this Agreement, or existing at law or in equity,

including, without limitation, suits for injunctive relief and specific performance. Such rights and

remedies shall not be in lieu of or exclusive of each other and shall in no way affect any other

remedy available at law or in equity. The exercise or beginning of the exercise, by the City of any

such rights or remedies will not preclude the simultaneous or later exercise by the City of any

other such rights or remedies. Nothing contained herein shall constitute a waiver of any of the

City’s other rights and remedies under this Article.

7.7 Termination without Cause. The City has the right to terminate the agreement without cause on

a thirty (30) day written notice to the Company.

7.8 Termination for Cause. Subject to any cure period as may be stated in any written notice given by

the City, if any, the City may terminate this Agreement for cause due to the actions or inactions of

the Company upon written notice to Company. Such reasons for termination for cause include,

but are not limited to, the following:

7.8.1 The occurrence of an uncured breach or violation of this Agreement that is not cured within

five (5) days of receipt of such notice or within such other period as may be stated in a

written notice by the City describing the breach or violation.

7.8.2 Insurance or Performance Bond cancelled without City consent and not reestablished

promptly after written notice by City to Company.

7.8.3 The filing by or against the Company of any petition in bankruptcy.

7.8.4 A transfer of Company’s interest under this Agreement, without prior written approval by

the City, by reason of death, operation of law, assignment, subcontract or otherwise to any

person, entity or corporation.

7.8.5 Using or giving permission to any person to use, for any illegal purpose, any portion of the

Airport made available to Company for use under the terms of this Agreement.

7.8.6 Violating the City’s Charlotte Business INClusion (“CBI”) policy.

7.9 Responsibilities Upon Termination. Upon receipt of notice of termination, the Company shall

discontinue all services in connection with this Agreement on the date specified on the notice and

shall proceed to promptly cancel all existing orders and subcontracts insofar as such orders or

subcontracts are chargeable to the City under this Agreement. Within forty-eight (48) hours of the

receipt of notice of termination, the Company shall submit an invoice showing in detail the

Services performed under this Agreement thorough the date of termination. The Airport shall pay

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the prescribed fees to the Company for services actually performed under this Agreement up to

the date of termination, less such payment on account of charges as have been previously made

or other monies due the Airport pursuant to the provisions of this Agreement.

Article VIII

Indemnification and Insurance

8.1 Indemnification – City Held Harmless. Company shall indemnify, defend and hold harmless the

City and the City’s officers, employees and agents from and against any and all losses, damages,

costs, expenses (including reasonable attorneys’ fees), arising out of or resulting from the

performance of this Agreement or allegations thereof, unless such claims are caused by the sole

negligence of the City or its officers, agents, and employees. Company shall purchase insurance as

described in Section 8.2 which shall provide coverage for this contractual liability. In any case in

which the Company provides a defense to the City pursuant to this indemnity, the defense will be

provided by attorneys reasonably acceptable to the City. The provisions of this Section shall

survive the expiration or early termination of this Agreement.

8.2 Insurance. Throughout the term of the Agreement, the Company, or any subcontractor, shall

comply with the insurance requirements described herein. In the event the Company fails to

procure and maintain each type of insurance required by this Agreement, or in the event the

Company fails to provide the City with the required certificate of insurance, the City shall be

entitled to terminate. Company shall provide and maintain the term of this Agreement the

following programs of insurance covering its operations. Such insurance shall be provided by

insurer(s) satisfactory to the City as approved by the City's Risk Management Division and

evidence of such programs satisfactory to the City shall be delivered to the City on or before the

effective date of this Agreement. Such evidence shall specifically identify this Agreement and

shall contain the express condition that the City is to be given written notice of at least ten (10)

days in advance of any modification or termination of any program of insurance.

8.2.1 General Requirements

8.2.1.1 Neither the Company nor any subcontract shall begin the provision of the Services

prior to obtaining and providing the applicable certificates of insurance to the City

and such insurance has been approved by the City.

8.2.1.2 All insurance must be obtained through insurers qualified and doing business in

North Carolina and recognized by the Secretary of State and the insurance

Commissioner’s Office. 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.

8.2.1.3 Company shall be solely responsible for any sums of money that may represent a

deductible in any insurance policy.

8.2.1.4 A certificate or certificates evidencing such insurance coverage shall be filed with

City prior to the Effective Date or at such other time as may be required by the City,

and said certificate or certificates shall provide that such insurance coverage will not

be cancelled, reduced or be materially changed without at least thirty (30) days’

prior written notice to the City. At least thirty (30) days prior to the expiration of any

such policy, a certificate showing that such insurance coverage has been renewed or

extended shall be filed with the City. Certificates of such insurance shall contain the

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provision that the City be given written notice of any intent to amend coverage

reductions or material changes or terminate by either the insured or the insuring

Company. If such coverage is cancelled, reduced, or materially changed, Company

shall, within fifteen (15) days after receipt of written notice from the City of such

cancellation, reduction or adverse material change of coverage, file with City a

certificate showing that the required insurance has been reinstated or provided

through another insurance company or companies.

8.2.1.5 Should any or all of the required insurance coverage by self-funded/self-insured, the

Company shall furnish to the City a copy of the Certificate of Self-Insurance or other

documentation from the North Carolina Department of Insurance.

8.2.1.6 The Company and each of its subcontractors, if any, shall and does waive all rights of

subrogation against the City and each of its indemnitees.

8.2.1.7 The City shall be named as an additional insured for operations or services rendered

under the general liability coverage. The Company’s insurance shall be primary of

any self-funding and/or insurance otherwise carried by the City for all loss or

damages arising from the Company’s operations under this agreement.

8.2.2 Types of Insurance.

8.2.2.1 Automobile Liability - Bodily injury and property damage liability covering all owned,

non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury

each person, each accident and $1,000,000 property damage, or $1,000,000

combined single limit - bodily injury and property damage.

8.2.2.2 Commercial General Liability - Bodily injury and property damage liability as shall

protect the Company and any subcontractor performing Services under this

Contract, from claims of bodily injury or property damage which arise from

performance of this Contract, whether such operations are performed by the

Company, any subcontractor, or anyone directly or indirectly employed by either.

The amounts of such insurance shall not be less than $1,000,000 bodily injury each

occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate,

or $1,000,000 bodily injury and property damage combined single limits each

occurrence/aggregate. This insurance shall include coverage for products,

operations, personal injury liability and contractual liability, assumed under the

indemnity provision of this Contract.

8.2.2.3 Crime Coverage-Fidelity Bond – providing employee dishonesty coverage on all

Company’s employees at a limit of not less than $250,000 each claim, with the

addition of Loss Payable endorsement (CR 20 14 08 07), the City of Charlotte named

as loss payee.

8.2.2.4 Workers’ Compensation and Employers Liability - meeting the statutory

requirements of the State of North Carolina, $500,000 per accident limit, $500,000

disease per policy limit, $500,000 disease each employee limit.

Article IX

Charlotte Business INClusion Plan

9.1 Goal. Company’s CBI Participation Goal is hereby established at xx percent (XX%) of the total

Agreement value as stated in Exhibit A.

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9.2 Participation. This Agreement is subject to the requirements of the City’s CBI Program. Company

agrees to abide by the City's CBI Program, a complete copy of which is available at

www.charlottebusinessinclusion.com.

9.3 Letter of Intent. Company agrees to provide City with a Letter of Intent identifying those

M/W/SBE firms that will be participating on this Agreement for the purpose of fulfilling the CBI

Participation Goal set forth herein. Completed Letter(s) of Intent ("LOI") are attached hereto in

Exhibit A and incorporated herein by reference.

9.4 Non-Compliance. A violation of the CBI Policy 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 Policy,

including but not limited to withholding of funds, until such time as the Company complies with all

the CBI requirements of this Policy.

Article X

Non-Discrimination, Public Use and Federal Grants

10.1 Non-Discrimination. Company for itself, its successors and assigns, as part of the consideration

hereof, does hereby covenant and agree, and shall cause each of its sub-contractors to so agree,

that:

10.1.1 No person shall be excluded from participating in, denied the benefit of, or be otherwise

subjected to discrimination in the use of the Airport’s facilities because of his or her race,

creed, color, sex or national origin.

10.1.2 In the construction of any improvements on, over or under the Airport and the furnishing of

services thereof, no person shall be excluded from participation in, or denied the benefits of,

such construction or service, or otherwise be subjected to discrimination, because of his or

her race, creed, color, sex or national origin.

10.1.3 Company shall use the premises in compliance with all other requirements imposed by or

pursuant to 49 CFR Part 21, as said regulations now or hereafter provide.

10.2 Non-Discrimination Provision for City Contracts. The City is committed to promoting equal

opportunities for all and to eliminating prohibited discrimination in all forms. As a condition of

entering into this agreement, the Company represents and warrants that it will fully comply with

the City's commercial non-discrimination policy, as described in Section 2, Article V of the City

Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of

such compliance, the Company shall not discriminate on the basis of race, gender, religion,

national origin, ethnicity, age, or disability in the solicitation, selection, hiring, or treatment of

subcontractors, vendors, suppliers, or commercial customers in connection with a City contract or

contract solicitation process, nor shall the Company retaliate against any person or entity for

reporting instances of such discrimination. The Company shall provide equal opportunity for

subcontractors, vendors and suppliers to participate in all of its subcontracting and supply

opportunities on City contracts, provided that nothing contained in this clause shall prohibit or

limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has

occurred or is occurring in the marketplace. The Company understands and agrees that a violation

of this clause shall be considered a material breach of this agreement and may result in

termination of this agreement, disqualification of the Company from participating in City contracts

or other sanctions. As a condition of entering into this agreement, the Company agrees to:

http://www.charlottebusinessinclusion.com/

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

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

subcontractors in connection with this agreement; and

10.2.2 If requested, provide to the City within sixty days after the request a truthful and complete

list of the names of all subcontractors, vendors, and suppliers that Company has used on City

contracts in the past five years, including the total dollar amount paid by contractor on each

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

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

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

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

arbitration conducted under such policy. The Company understands and agrees that violation

of this clause shall be considered a material breach of this agreement and may result in

contract termination, disqualification of the Company from participating in City contracts and

other sanctions.

10.3 Americans with Disabilities Act. Company will throughout the term of this Agreement be in

compliance with all applicable provision of the Americans with Disabilities Act, 42 U.S.C 12101 et

seq.

10.4 Federal Grants and Public Use. The Parties acknowledge that the Airport will be operated as a

public airport, subject to the provisions of the Federal Aviation Act of 1958 and grant agreements

between the City and the federal government containing assurances guaranteeing the public use

of the Airport, so that nothing contained in this Agreement shall be construed to grant or

authorize the granting of an exclusive right within the meaning of Section 308 of the Federal

Aviation Act of 1958. City reserves the right to further develop or improve, as it sees fit, the

Airport, its terminal, its landing area and taxiways, and to construct other airports, regardless of

the desires or views of Company and without interference or hindrance therefrom. This

Agreement shall be subordinate to the provisions of any existing or future agreement between

City and the United States of America, including instrumentalities thereof, relative to the

operation or maintenance of the Airport, the execution of which has been or may be required as a

condition precedent to the expenditure of federal funds in developing the Airport.

10.5 Recapture by the United States Government. It is understood and agreed between the Parties

that this Agreement shall be terminated if the United States of America, in exercising its rights to

recapture under the terms of the instrument conveying the premises to City, requires such

termination, and further, that this Agreement shall be subject and subordinate to the provisions

of any existing or future agreement between the City and the United States relative to the

operation or maintenance of the Airport, the execution of which has been or may be required by

the provisions of the Federal Airport Act of 1946, as amended, or any future act affecting the

operation or maintenance of the Airport; provided, however, that City will endeavor to cause any

such agreement to include provisions protecting and preserving the rights of Company, and its

sub-contractors, as applicable, in and to the Assigned Locations and improvements thereon.

10.6 Company’s Non-Compliance. Company’s and its sub-contractors’, as applicable, non-compliance

with any provision of this Article shall constitute a material breach of this Agreement, for which

City may, in its reasonable discretion, upon Company’s and/or such sub-contractors’ failure to cure

said breach within thirty (30) days of written notice thereof, terminate this Agreement upon ten

(10) days written notice; provided, however, if Company and/or such sub-contractors, as

applicable, is making a good faith effort to cure any such breach with as little delay as practicable,

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City shall not terminate this Agreement unless it is necessary to do so in order to avoid loss of

benefits under any federal grant or prosecution for violation of any federal regulation.

10.7 Modification to Comply with Federal Laws, Regulations or Agreements. Should the United

States, or any instrumentality thereof having authority to do so, require that any provision of this

Agreement that is in violation of any federal law or regulation or any provision of an existing grant

agreement between City and the United States or any instrumentality thereof be changed or

deleted or should any such change or deletion be required in order for the Airport either to

continue as part of the National Airport Plan or to retain its eligibility to participate in Airport

Improvement Program and similar successor federal financial assistance programs, City may give

Company notice that it elects that any such change or deletion be made. Company shall then elect

either to consent to any such change or deletion or to cancel the remaining term of this

Agreement. Such election shall be made in writing and delivered to City within thirty (30) days of

the date City gave Company notice of its election that any such change or deletion be made.

Article XI

Assignment, Transfer and Subcontracting

Company shall neither assign nor transfer this Agreement or any right or interest granted to

it by this Agreement without the prior written consent of City. Company shall not subcontract any

privileges granted with respect to the operation of the Services or any portion thereof, without

the prior written consent of City. No assignment, transfer or subcontract shall serve to release

Company from any of its obligations, duties or responsibilities under this Agreement unless City

agrees thereto in writing. Any assignment, transfer or subcontract shall be in writing, and the

form of which shall be furnished to the City for approval prior to any execution thereof. Any

instrument by which Company shall be permitted to subcontract the rights hereunder to a sub-

Company shall be supplied to the Aviation Director or his designee along with Company’s request

for approval thereof and shall contain provisions similar to the provisions hereof with respect to

such sub-Company’s obligations to comply with all laws and regulations applicable to the rights

granted herein. Company shall be fully responsible for the Subcontractor's work.

Article XII

Miscellaneous

12.1 Successors and Assigns. All covenants and conditions of this Agreement will extend to and bind

the legal representatives, successors and assigns of the Parties hereto.

12.2 Suspension and Abatement. In the event the City’s operation of the Airport or Company’s

operation of the Services should be restricted substantially by action of the Federal government

or agency thereof or the actions of any other governmental entity or agency thereof or by any

judicial or legislative body, then either party hereto will have the right, upon written notice to the

other, to a suspension of this Agreement and an abatement of an equitable proportion of the

payments to become due hereunder, from the time of such notice until such restrictions have

been remedied and normal operations restored.

12.3 Broker’s Commission. Company represents and warrants that it has not caused nor incurred any

claims for brokerage commissions or finder’s fees in connection with the execution of this

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Agreement, and Company shall indemnify and hold the City harmless against and from all liabilities

arising from any such claims caused or incurred by it.

12.4 Cooperation with Successor Company. Upon the expiration or early termination or cancellation

of this Agreement, Company agrees to cooperate fully with City and with any successor Company

to ensure a smooth transition and continuity of first-class Services to the public.

12.5 Environmental Provisions.

12.5.1 Company shall not cause, permit or suffer any Hazardous Material(s) (as defined below) to be

brought upon, treated, kept, stored, disposed of, discharged, released, produced,

manufactured, generated, refined or used upon, about or beneath the Assigned Areas or any

portion thereof by Company, its agents, employees, contractors, invitees or permitted

subcontractors or assigns or any other person, except in strict compliance with Environmental

Laws, as defined below.

12.5.2 For purposes of this Agreement and this paragraph, “Hazardous Material(s)” means any

substance(s): (i) the presence of which requires investigation or remediation under any

applicable federal, state, or local law, statute, regulation, rule, ordinance, order, action, policy

or common law; or (ii) which is or becomes defined as a hazardous substance, hazardous

material, toxic substance, toxic material, pollutant or contaminant under any applicable law or

federal, state, or local statute, regulation, rule or ordinance or amendments thereto including,

but not limited to, the Comprehensive Environmental Response, Compensation and Liability

Act (“CERCLA,” 42 U.S.C. §§ 9601 et seq.), the Solid Waste Disposal Act, as amended by the

Resource Conservation and Recovery Act and the Hazardous and Solid Waste Amendments of

1984 (“RCRA,” 42 U.S.C. §§ 6901 et seq.), the Clean Air Act (“CAA,” 42 U.S.C. §§ 7401 et seq.),

the Federal Water Pollution Control Act (“CWA,” 33 U.S.C. §§ 1251 et seq.), the Toxic

Substances Control Act (“TSCA,” 15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act

(“SWDA,” 42 U.S.C. 300f et seq.), the Oil Pollution Act (“OPA,” 33 U.S.C. §§ 2701 et seq.) and

North Carolina equivalent laws; or (iii) which is toxic, explosive, corrosive, flammable,

infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes

regulated by any governmental authority; or (iv) the presence of which on the premises of the

Assigned Areas causes or threatens to cause a nuisance at the Assigned Areas or to adjacent

properties or poses or threatens to pose a hazard to the health or safety of persons on or

about the Assigned Areas; or (v) without limitation which contains gasoline, diesel fuel,

petroleum hydrocarbons, petroleum distillates or other petroleum constituents; or (vi)

without limitation which contains polychlorinated biphenyls (PCB’s), asbestos or urea

formaldehyde insulation.

12.5.3 For purposes of this Agreement and this paragraph, the term “Environmental Laws” shall

mean and include, without limitation, all federal, state and local statutes, regulations, rules,

codes, or permits, applicable to the Assigned Areas, imposing liability or standards of conduct

or responsibility or design, construction or operating technical standards concerning or

otherwise relating to environmental or public health and safety matters at the Assigned

Areas, whether now in force or as amended or enacted in the future, including, but not

limited to: CERCLA, RCRA; CAA; CWA; SDWA; TSCA; OPA; and the Emergency Planning and

Community Right-To-Know Act (42 U.S.C. §§ 11001, et seq.).

12.5.4 For purposes of this Agreement and this paragraph, the term “Release” shall mean and

include, without limitation, any and all spilling, leaking, pumping, pouring, emitting, emptying,

discharging, injecting, escaping, leaching, dumping, seeping or disposing in the environment

Contract No.

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(including the abandonment or discarding of barrels, containers, and other closed receptacles

containing any Hazardous Material(s) or pollutant(s) or contaminant(s)).

12.5.5 Company shall not cause, permit or suffer the existence or the commission by Company, its

agents, employees, contractors or invitees, or by any other person, of a violation of any

Environmental Laws upon, about or beneath the Assigned Areas or any portion thereof.

12.5.6 Company shall not create or suffer to exist with respect to the Assigned Areas, or permit any

of its agents, employees, contractors, invitees or any other person to create or suffer to exist

any lien, security interest or other charge or encumbrance of any kind against the Assigned

Areas arising out of any Environmental Laws, including, without limitation, any lien imposed

pursuant to CERCLA §107 (42 U.S.C. §9607) or any other statute or regulation. Should any

such lien, security interest or other charge or encumbrance be filed against the Assigned

Areas, Company shall cause said lien, security interest or other charge or encumbrance to be

removed from the Assigned Areas or shall provide a bond satisfactory to City for the payment

or satisfaction thereof. Said actions shall be taken by Company as soon as practicable from

the filing, posting or notice of such lien, security interest or other charge or encumbrance;

provided that said actions shall be taken in no event later than thirty (30) days from the filing,

posting or notice of such lien, security interest or other charge or encumbrance.

12.5.7 Company covenants and agrees, at its sole cost and expense, to defend, indemnify and hold

harmless City from and against any and all damages (including without limitation all

foreseeable and unforeseeable consequential damages), losses, liabilities, obligations,

penalties, costs (including without limitation, the cost of any required or necessary inspection,

audit, cleanup, removal, remediation or detoxification and the preparation of any closure or

other required plans, consent orders, permits, license applications, or the like), personal injury

or death, damage to property, claims, litigation costs, disbursements or expenses including,

without limitation, attorneys’ and experts’ fees and disbursements which may at any time be

imposed upon, incurred by or asserted or awarded against City, and arising from or out of and

to the extent caused by: (i) the use, generation, storage, disposal of or the Release of any

Hazardous Materials by Company, its employees, agents , contractors or any other person

upon, about, beneath or affecting all or any portion of the Assigned Areas or any surrounding

areas, where such surrounding areas have been contaminated as a result of the use or

Release of Hazardous Materials by Company, its employees, agents, contractors or any other

person on the Assigned Areas; or (ii) the enforcement of this Agreement as to matters

concerning this Section 2.8 arising after taking of title or tenancy to all or any portion of the

Assigned Areas by Company and whether or not any claims prove to be true or false.

12.5.8 Company shall, upon demand of City, and at Company’s sole cost and expense, promptly take

all action to remove and/or remediate Hazardous Materials upon, about or beneath the

Assigned Areas which action is: (i) required by any federal, state or local governmental

agency or political subdivision; or (ii) which is reasonably necessary to remove and/or

remediate any Hazardous Materials from the Assigned Areas and restore the Assigned Areas

to compliance with Environmental Laws. Any such removal and/or remediation shall be

performed in a good, safe and workmanlike manner and shall minimize any impact on the

business operations of the City or other Company’s at, in or adjoining the Assigned Areas.

Company shall, at its own cost and expense, comply with all applicable laws while performing

said removal and/or remediation. Company shall take all actions necessary to restore the

Assigned Areas to the condition existing as of the date hereof, notwithstanding any lesser

standard of remediation allowable under applicable law or governmental policies.

Contract No.

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12.5.9 Should Company its employees, agents, contractors or any other person cause, directly or

indirectly, or permit any intentional or unintentional Release of Hazardous Materials upon,

about or beneath the Assigned Areas, whether or not such Release results in damage to soil,

surface water, ground water, flora, fauna or humans on the Assigned Areas, or within waters

of the state or the United States, or on other properties, Company shall promptly notify all

federal, state and local regulatory agencies of the Release as required by law and shall notify

City of the Release, in writing, within seven (7) days of determining that a Release has

occurred. Company shall further notify City within seven (7) days after the receipt by

Company of notice of any demand or claim or the commencement of any action, suit or

proceeding in respect of any of the matters referenced in this paragraph. It is expressly

understood and agreed that failure by City to object to any actions taken by Company

hereunder shall not be construed to be an approval by City of Company’s actions, nor shall it

be construed as a waiver by City of any right related thereto.

12.5.10 Company shall cooperate with City’s right to enter and inspect the Assigned Areas. City may

independently establish to its satisfaction and in its absolute discretion the existence or non-

existence of any fact or facts, the existence or non-existence of which is relevant to any claim

or defense of any matter related herein, and Company shall allow City, its agents, consultants

or contractors access to the Assigned Areas as is necessary to establish such facts.

12.5.11 Should Company fail to perform or observe any of its obligations or covenants contained in

this section, then City shall have the right, but not the duty, without limitation upon any of the

other rights of City pursuant to this Agreement, to enter the Assigned Areas itself or through

its agents, consultants or contractors and perform the same. Company agrees to indemnify

City for the costs thereof and liabilities therefrom as set forth in subsection (d) above.

Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.8

shall survive the termination of this Agreement.

12.5.12 Additional Compliance Requirements.

12.5.12.1 It is intended that the standards, obligations and duties imposed by this Article II shall be

maintained and complied with by Company in addition to its compliance with all

applicable governmental laws, ordinances and regulations, and in the event that any of

said laws, ordinances and regulations shall be more stringent than the standards, duties

and obligations imposed on Company hereunder, then Company shall comply with such

laws, ordinances, and regulations in its operations under this Agreement. Noncompliance

with any governmental law, ordinance or regulation, the validity of which shall be

contested in good faith and with reasonable promptness, shall not be interpreted as a

violation of this covenant until such contest shall have been abandoned or the time for

objection or appeal has expired.

12.6 Airport Rules and Regulations. Company by accepting this Agreement agrees for itself, its

successor and assigns, that it will at all times be in compliance with any applicable Airport rules

and regulations as provided by the Aviation Director and may be changed from time to time.

12.7 Airport Security. Company acknowledges and agrees that:

12.7.1 Company’s officers, employees and subcontractors with access to the secured areas of the

Airport will have to apply for an qualify for security identification badges (“Security Badges”)

issued by the Aviation Director;

12.7.2 Company shall familiarize itself with the standards adopted by the TSA for the issuance of

Security Badges and shall not sponsor those individuals for Security Badges that do not meet

the standards; and that

Contract No.

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12.7.3 City shall not be liable to Company for any diminution or deprivation of Company’s rights

hereunder on account of the Security Plan requirements.

12.8 Amendment. This Agreement may only be modified or amended by a written instrument

executed by City and Company.

12.9 Performance Bond. On or before the Effective Date, Company shall provide to the City a

Performance Bond in a form acceptable to the City, valid for the first Service Year and in an

amount equal to fifty percent (50%) of the first Service Year’s total value. Each Service Year the

Performance Bond will renew and increase to reflect fifty percent (50%) of the current Service

Year’s total value. Renewal or replacement of the Performance Bond shall be provided seventy-

five (75) days prior to the expiration of the current performance bond. It is the Company’s

responsibility to notify its surety of any changes affecting the general scope of the Services and a

change in the total value of the Agreement.

12.10 Independent Contractor. Nothing contained in this Agreement shall be deemed or construed by

the City or Company, or by any third party, as creating the relationship of principal and agent,

partners, joint ventures, or any other similar such relationship between the Parties. The Parties

further agree that Company is an independent contractor and not subject to direction or control

of the City, except as specified in the Agreement, and except by general rules and regulations

adopted for the control and regulation of the Airport and its facilities. Airport Staff shall in no

case act or be deemed to act as a foreman or agent of the Company.

12.11 Drug-Free Workplace. Company will provide, and shall cause its sub-contractors to so provide, a

Drug-Free Workplace by:

12.11.1 Publishing a statement notifying employees that the unlawful manufacture, distribution,

dispending, possession or use of controlled substance is prohibited in the facilities and

specifying the actions that will be taken against employees for violation of such prohibition.

12.11.1.1 Notifying the employee in the statement that, as a condition of employment, the

employee will:

12.11.1.2 Abide by the terms of the statement; and

12.11.1.3 Notify the employer of any criminal drug statute conviction for a violation occurring in the

workplace no later than five (5) days after such conviction.

12.11.2 Notifying the City within ten (10) days after receiving notice under subparagraph 12.10.2.2

from any employee or otherwise receiving actual notice of such conviction.

12.11.3 Taking one of the following actions within thirty (30) days of receiving notice under

subparagraph 12.10.2.2 with respect to any employee who is convicted:

12.11.3.1 Taking appropriate personnel action against such employee up to and including

termination; or

12.11.3.2 Requiring such employee to participate satisfactorily in a drug abuse assistance or

rehabilitation program approved for such purposes by a federal, state or local health law

enforcement or other appropriate agency.

12.11.4 Making a good faith effort to continue to maintain a Drug-Free Workplace through

implementation of subparagraphs 12.10.1 through 12.10.4.

12.12 E-Verify. As a condition for payment under this Contract, Company shall (ii) comply with the E-

Verify requirements set forth in Article 2 of Chapter 64 of the North Carolina General Statutes (the

“E-Verify Requirements); and (ii) cause each subcontractor under this Contract to comply with

such E-Verify Requirements as well. Company will indemnify and save harmless the City from all

losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines,

penalties, interest changes and other liabilities (including settlement amounts) incurred on

Contract No.

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account of any failure by Company or any subcontractor to comply with the E-Verify

Requirements.

12.13 Company’s Dealings with the City. Whenever in the Agreement, Company is required or

permitted to obtain the approval of, consult with, give notice to, or otherwise deal with City,

Company shall deal with City’s authorized representative; and unless or until City shall give

Company written notice to the contrary, City’s authorized representative shall be the Aviation

Director or his designee. Whenever in the Agreement, the consent or approval of City or

Company is required each party agrees not to unreasonably withhold or delay the granting of such

consent.

12.14 No Warranties or Inducements. By executing this Agreement, Company acknowledges that City

does not warrant the validity of any information that may have been furnished to Company

concerning the volume of passengers who have traveled through the Airport in the past or

amount of past operational revenues or transactions for the Services; that such information the

City has furnished with respect to these and other matters has been intended merely as one

source of information available for consideration by Company, which Company has been

encouraged to certify through its own investigation; that Company has relied upon its own

resources as to all of these matters; and that it has not relied upon any inducements or forecasts

of the City.

12.15 Waiver of Claims. Company hereby waives any claim against the City and its elected officials,

officers, agents, or employees for loss of anticipated profits caused by any suit or proceeding

directly or indirectly attacking the validity of this Agreement or any part thereof or by any

judgment or award in any suit or proceeding declaring this Agreement null, void or voidable or

delaying the same or any part hereof.

12.16 Non-Waivers. Every provision herein imposing an obligation upon City or Company is a material

inducement and consideration for the execution of this Agreement. No waiver by City or

Company of any of the terms, covenants or conditions of this Agreement, or noncompliance

therewith, shall be deemed or taken as a waiver at any time thereafter of the same or any other

term, covenant or condition herein contained, nor of the strict and prompt performance thereof.

No delay, failure or omission of City to exercise any right, power, privilege or option arising from

any Default, shall impair any such right, power, privilege or option or be construed to be a waiver

of any such Default or acquiescence therein. No notice by City shall be required to restore or

revive time as being of the essence hereof after waiver by City of Default in one or more instances.

12.17 Time of Essence. Time is expressly agreed to be of the essence of this agreement.

12.18 Force Majeure. Neither party hereto shall be liable to the other for any failure, delay, or

interruption in the performance of any of the terms, covenants, or conditions of the Agreement

due to causes beyond the control of that party, including, without limitation, acts of God, acts of

the public enemy, acts of superior governmental authority, weather conditions, floods, riots,

rebellion, sabotage, or other circumstances for which such party is not responsible or which are

not in its power to control, for so long as such condition exists and reasonably prevents

Company’s performance. Remove strike, labor dispute etc. from Force Majure Clause

12.19 Severability. If any part, portion or provision of this Agreement or attachments thereof shall be

found or declared null, void or unenforceable for any reason whatsoever by any court of

competent jurisdiction or any governmental agency having applicable authority, only such part,

portion or provision shall be affected. The validity of the remaining Agreement will not be called

into questions and will remain in full force and effect.

Contract No.

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12.20 Entire Agreement. This document and the exhibits attached hereto represents the entire

Agreement between the Parties and will not be modified or canceled by mutual Agreement or in

any manner except by written instrument, executed by the Parties or their respective successors

in interest.

12.21 Interpretation. The language of the Agreement shall be construed according to its fair meaning,

and not strictly for or against either City or Company. The section headings appearing herein are

for the convenience of the Parties and shall not be deemed to govern, limit, modify or in any

manner affect the scope, meaning or intent of provisions of this Agreement.

12.22 Choice of Law. This Agreement will be interpreted under and governed by the Law of the State of

North Carolina.

12.23 Compliance with the Laws. Company will not use or permit the use of any other portion of the

Airport for any purpose or use other than authorized by this Agreement. Company, its employees,

representatives and agents will comply with all present or future laws, rules and regulations and

amendments or supplements thereto governing or related to the use of the Airport or the

provision of the Services as may from time to time be promulgated by Federal, State or local

governments and their authorized agencies.

12.24 Attorney’s Fees. In the event of litigation between the City and Company to enforce the rights or

obligations provided by this Agreement, the non-prevailing party shall pay for the prevailing

party’s reasonable attorney’s fees and costs of litigation as may be determined by the court.

12.25 Situs and Service of Process. Company agrees all actions or proceedings arising directly or

indirectly from the Agreement shall be litigated only in courts having situs within the State of

North Carolina and Company hereby consents to the jurisdiction of any local, state or federal court

located within the State of North Carolina, waives personal service of any and all process upon

Company herein, and consents that all such service or process shall be made by certified mail,

return receipt requested, directed to Company at the address states in Section 12.25. Service so

made shall be complete three (3) business days after the same shall have been posted as

aforesaid.

12.26 Notices. Whenever required by the terms of this Agreement, notice shall be in writing and shall be

sent by certified mail, postage prepaid. The address of the City shall be:

Attn: Assistant Aviation Director – Facilities

Charlotte Douglas International Airport

5601 Wilkinson Blvd.

Charlotte, NC 28208

If intended for the Company, the addressed used shall be:

Company Name

Attn:

Address

City, State Zip Code

Contract No.

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In Witness Whereof, and in acknowledgement that the Parties hereto have read and understood each and

every provision hereof, the Parties have caused this Agreement to be executed on the date written below.

City of Charlotte Company Name

____________________________ ____________________________

Brent Cagle, Aviation Director Name: ______________________

Title: _______________________

Date: ______________________ Date: _______________________

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