request for proposals professional services - ncmcn call rfp and attachments2017-9-6.pdfrdu airport,...

Request for Proposals Professional Services

Landside and Airside Civil Engineering Services

September 6, 2017

RALEIGH-DURHAM AIRPORT AUTHORITY PO Box 80001

1000 Trade Drive RDU Airport, NC 27623

(919) 840-2100 (919) 840-0175 (fax)

This Request for Proposals and any addenda thereto are available only on-line at http://www.rdu.com/busopp/busopp-list.htm

http://www.rdu.com/busopp/busopp-list.htm

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Notice to Potential Proposers The Raleigh-Durham Airport Authority (Authority) invites firms that may be interested in providing landside and airside civil engineering and other related professional consulting services to the Authority in connection with the repair, rehabilitation, upgrade, and maintenance of pavements (including runways, taxiways, roadways, parking lots, and other service facilities), utility systems (including sanitary collection, water distribution, drainage, electrical, and communications), bridges, tunnels, fiber optic cable, sign assemblies, area lighting systems, airfield guidance systems, traffic control devices, security systems, and other various airport infrastructure and building demolition at the Raleigh-Durham International Airport (RDU or Airport) to submit proposals for furnishing such services. The Authority will select and retain at least one prime consultant to add to the on-call team to provide engineering and other related professional services including condition assessments, facility investigations, design, bidding, construction administration, project representation, construction materials quality assurance testing, and program management services related to managing and administering the provision of all subconsultant services required for the new construction, repair, renovation, and maintenance of various pavements, drainage systems, and transportation structures at the Airport. The firm(s) selected for this assignment will have recent, similar experience on projects of comparable scope and scale to the Authority’s projects. Firms should present project teams consisting of the proposing prime firm and appropriate subconsultants such that the teams have the necessary depth and breadth of experience appropriate for the engagement. Prime firms who are currently under contract to the Authority for one of the existing Landside and Airside Civil Engineering Services on-call assignments (AECOM, RS&H, and WK Dickson) are not eligible to participate in this selection, either as a Prime or as a subconsultant. The Authority anticipates that State and Federal funding may be used for various projects in the engagement and the selection process is designed to follow the requirements of Federal Aviation Administration Advisory Circular 150/5100-14E, Change 1. In addition, the following resources may be used to ensure compliance with State funding:

• FAA AC 150/5100-14E, Change 1 Architectural, Engineering, and Planning Services for Airport Grant Projects

• NCGS 143-64.31 Mini Brooks Act • 48 CFR Part 31 Contract Cost Principals and Procedures • Title 2 CFR Part 200 Procurement and Contracting Under AIP Airports • FAA Order 5100.38D AIP Handbook • North Carolina Program Guidance Handbook • NCDOT Consultant and Subconsultant Prequalification

It is desirable that the consultant has Federal and State aviation project experience from initiation through close-out. Funding requirements may require additions or revisions to the Master Contract Document.

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It is the policy of the Authority that neither the Authority, its contractors, service providers, subcontractors nor vendors, shall discriminate on the basis of race, color, religion, national origin, or gender in the award and performance of contracts, subcontracts and purchases. The Authority has established a Minority and Women-Owned Small Business Program (MWSB Program) to encourage equal opportunity for MWSBs to compete for employment as contractors, subcontractors, suppliers and service providers. It is also the Authority’s policy to remove barriers which may exist for MWSBs to compete for contracts, subcontracts, and procurement awarded by the Authority. Additional information concerning the Authority’s MWSB Program may be found on the internet at http://www.rdu.com/business/smallbusiness.html. The Authority awards contracts without regard to race, religion, color, creed, national origin, gender, age, or handicapping condition. The Authority’s contracts are subject to the requirements of North Carolina law, and this contract will be awarded in accord therewith. The MWSB Goals for MWSB participation on this contract represent the total dollars that will be spent with MWSBs as a percentage of the total contract amount, including any change orders. In accordance with the MWSB Program, the Authority will require that the selected firm must either meet the MWSB goals or demonstrate that the firm has made sufficient good faith efforts to meet the MWSB goals. The MWSB goals are as follows: minority-owned small businesses - 10%; woman-owned small businesses - 5%. For more information regarding the MWSB Program requirements, see Attachment 1. A non-mandatory Pre-proposal Conference and MWSB Workshop will be held at 10:00 a.m. on Thursday, September 14th, 2017 at the RDU General Aviation Terminal Building located at 1750 E. International Drive, RDU Airport, North Carolina. The purpose of the Pre-proposal Conference is to review the scope of services in this solicitation, provide an opportunity for oral inquiries, and provide an overview of the selection process. The MWSB Workshop will offer firms that are considering the submittal of proposals on this engagement an opportunity to meet with other firms, including MWSB’s, that may be interested in providing services that would augment the proposer’s team. Proposals shall be transmitted so as to be received by the Authority not later than 4:30 p.m. on Thursday, October 5th, 2017. Proposals received after this time will be returned to proposer unopened. Project Particulars This engagement involves the provision of professional services including engineering and other related consulting services associated with condition assessments and subsequent implementation of improvements, renovations, maintenance, and/or repairs as requested by the Authority for the various landside and airside facilities on the airport campus. Specific work includes, but is not limited to, repair, renovation, upgrade, and maintenance of pavements (including runways, taxiways, roadways, parking lots, and other service facilities), utility systems (including sanitary collection, water distribution, drainage, electrical, fiber optic cable, and communications), bridges, tunnels, building demolition, sign assemblies, area lighting

http://www.rdu.com/business/smallbusiness.html

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systems, airfield guidance systems, aircraft fueling systems, traffic control devices, security systems, and other various other airport infrastructure at RDU. The following list includes anticipated projects that the Authority might include in the scope of the work but reserves the right to assign them individually with priority and timing determined by the Authority and also retain the right, in the Authority’s sole discretion, to remove any or all of the projects from the engagement.

• Demolish “Old” Parsons Building, NCDOT Division of Highways Building, and Ram Air Buildings

• Maintenance Building Back Parking Lot Pavement Assessment and Rehabilitation • National Guard Drive/Haleys Branch Road Pavement Assessment and Rehabilitation • Installation and Repair of Fiber Optic Cable • Aircraft Fueling System Repairs and Improvements • Taxiway Pavement Joint Sealant and Replacement • Bridge and Tunnel Inspection and Repairs • Miscellaneous Traffic Structures Protective Coatings Replacement • Underground Piping Cathodic Protection Assessments and Improvements • Ductbanks and Cables Installation and Repair • Miscellaneous Airside Pavement Repairs • Miscellaneous Landside Pavement Repairs • Airside and Landside Pavement Condition Indexing and Maintenance Programming

A map of specific anticipated project locations is provided below (aerial imagery courtesy of Google Maps):

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Scope of Services The firm(s) and its subconsultant team proposed for the engagement will have expertise in assessment and design of airport landside and airside facilities including civil engineering, structural engineering, mechanical engineering, electrical engineering, area lighting design, utility systems design, code compliance, information technology and communication systems, land surveying, geotechnical engineering, pavement design, cost estimating, and landscape architecture as well as other disciplines normally associated with the repair, renovation, maintenance, and demolition of various landside and airside facilities at the Airport. The selected firm will negotiate and enter into a contract with the named firm(s), including an independent cost estimating firm, presented in its proposal. The specific areas of consultant expertise required for this engagement include:

- Civil engineering including structural, drainage, pavement, roadway, and traffic control design.

- Landscape architecture and irrigation design. - Land surveying. - Geotechnical Engineering - Pavement conditions assessment and pavement maintenance management. - Airfield lighting and guidance systems engineering. - Roadway lighting and electrical engineering. - Structural engineering (including concrete and metal structures). - Building demolition. - Fiber Optic Cable. - Utility engineering (including water distribution, sewer collection, and

communications/information technology infrastructure). - Mechanical engineering (including fuel storage/distribution facility and hydrant

piping system). - Construction Materials Quality Assurance Testing. - Cost estimating.

The Authority and the selected firm(s) will enter an Agreement for provisions of the services as described herein. The draft form of agreement is included as Attachment 2. The agreement is currently under review by legal counsel and may be finalized after the conclusion of the selection process. The Agreement is for a three (3) year term commencing from the award of the agreement, and may be extended for an additional two (2) years. The selected firm(s) may assist the Authority by providing other various services including, but not limited to, inspection of the work, administration of the contracts, and coordination of the design and construction with airport operations as requested and required.

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Project Schedule* Pre-Proposal and MWSB Conference: 10:00 a.m., September 14, 2017 Deadline for Submitting Written Inquiries: 4:30 p.m., September 21, 2017 Submission of Proposals: 4:30 p.m., October 5, 2017 Consultant Selection Interviews (If Necessary): October 23 & 24, 2017 Staff Report to Authority on Highest-ranked Firms: October 31, 2017 Award Services Contract: November 16, 2017 * All dates subject to change Submittal Requirements Each firm desiring to respond to this solicitation shall submit to the Authority a proposal for providing services to the Authority for the project. Proposals shall be composed so as to relate to the type of services requested in this solicitation. Submit one (1) original, five (5) hard paper copies, and one (1) electronic copy (in pdf format) of the proposal. Proposals shall be bound and in 8-1/2-inch by 11-inch format with information organized as indicated hereinafter. Proposals shall be limited to one hundred (100) 8½" x 11" pages, (50 pages if printed front and back), not including cover, table of contents, resumes, and Form SF 330 documentation. (11" x 17" Z-fold pages may be used when necessary and will count as two pages.) Proposals shall be written in 12-point font size. The information contained in the proposals shall be organized as indicated hereinafter. Submittals that do not meet these requirements may be rejected as non-responsive. The exterior of each proposal package should be clearly identified as a “Proposal for Professional Services for Landside and Airside Engineering Services.” Proposals shall be transmitted so as to be received by the Authority not later than 4:30 p.m. on Thursday, October 5th, 2017. Proposals received after this time will be returned unopened to the proposer. Address proposals to: Raleigh-Durham Airport Authority Attn: Jim Novak, Director of Facilities Engineering 1000 Trade Drive P.O. Box 80001 RDU Airport, NC 27623

Include the following information in proposals: ° Section 1. A concise letter of interest. In the letter, indicate interest in providing the services

requested in this solicitation, name the proposing firm and proposed sub-consultants, and indicate the name, address, telephone number, and email address of the designated contact for the proposing firm. (The “proposing firm” is the firm that if selected will enter into contract with the Authority.)

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° Section 2. A description in narrative form of the makeup and structure of the proposer’s

team including names of proposed sub-consultants, locations (city and state) of offices where primary work elements will be performed, and names of persons who will be assigned key responsibilities and brief description of those responsibilities. Identify the individual who will serve as the proposer’s project manager. This individual will be involved on a daily basis in the services to be provided for the project (as opposed to an administrative or managing associate of the firm), will be the proposer’s primary contact and liaison with Authority staff during the project, and will so be identified in the agreement with the Authority. Also, include a graphical representation in organizational chart form indicating the structure of the proposer’s team.

° Section 3. A brief history of the proposing firm and each proposed sub-consultant and

general description of services provided by the proposing firm and each proposed sub-consultant. Separate histories and descriptions of services may be provided for each firm on the team. For the proposing firm and each proposed sub-consultant, include MWSB status concerning all qualified MWSB firms and any firms who may be seeking MWSB status at the time of submission of the proposal.

° Section 4. Resumes and concise descriptions of the work experience of key personnel (as

indicated in Section 2). The resumes and descriptions should provide specific information regarding qualifications and experience as they relate to the type of work for which services are requested in this solicitation. Provide detailed relevant work experience for the proposed project manager.

° Section 5. SF (Standard Form) 330 or equivalent form describing current and historical

annual volume of total work and airport-related work performed; current and past names of firm; date and state of incorporation or organization.

° Section 6. A listing of not more than three projects or engagements that demonstrate relevant

experience for the services requested in this solicitation. The projects or engagements listed should have had significant involvement by key personnel indicated in Section 2. Submit separate lists for the proposing firm and each proposed sub-consultant. For each project or engagement listed include a brief description of the project or engagement, the name and address of the owner (or client), the name and telephone number of an owner’s representative familiar with the firm’s performance on the project or engagement, the scope of services provided by the firm, the firm’s role in the project or engagement such as prime consultant, sub-consultant, etc., the names of key personnel responsible for the services, the cost of work for which the firm was responsible, the project or engagement’s status such as year completed or estimated completion date, and a description of special considerations, unusual assignment elements, or challenges presented by the project or engagement.

° Section 7. A concise description of the proposer’s perception of and approach to provided

services to the Authority for this engagement. In this section proposers should focus on demonstrating their overall knowledge of airport landside and airside design and construction as it relates to the Authority’s sample projects. Additionally, in this section proposers may

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include commentary regarding the scope of services requested through this solicitation, modifications or enhancements to the scope of services which the Authority may wish to consider or any other specific matters relevant to this engagement.

° Section 8. The Proposer shall prepare a written statement that demonstrates the Proposer

understands the MWSB Program requirements and describes the Proposer’s plan to meet or exceed the MWSB Goals or demonstrate a good faith effort to meet the MWSB Goals, as described in Attachment 1.

° Section 9. Statements by the firm and team members to indicate acceptance of the terms and

conditions of the A/E agreement attached to this RFP, including the applicable insurance requirements referenced in the Agreement.

The insurance required by the Agreement shall name by endorsement the Authority as an additional insured on all policies except for Professional Liability and Worker’s Compensation and shall be primary insurance without contribution from any insurance maintained by the Authority. Prior to commencement of any work pursuant to this Agreement, the selected firm(s) shall submit a certificate of insurance and endorsements, acceptable to the Authority confirming that the insurance coverage required by this Agreement are in place and that the coverage will not be cancelled or allowed to expire without at least thirty days prior written notice to the Authority. The insurance coverage required under this Agreement shall be kept in place for at least three years following the conclusion of services under this Agreement. Objectivity

It is inappropriate for firms competing for this professional services contract, including their agents and potential sub-consultants, to lobby Authority Board members or staff during the entire selection process, from the date the solicitation is issued through the date on which the Authority acts on the staff recommendation regarding the selected firm(s). Accordingly, potential respondents (including sub-consultants) interested in this engagement are instructed not to conduct activities of any nature that may be perceived as attempts to promote themselves or influence the outcome of the selection process. The Authority is interested in maximizing the opportunities for firms to compete for roles in the subject services Agreement and to submit proposals offering the highest qualified teams. Accordingly, the Authority discourages firms interested in being selected for this engagement from entering into formal or informal agreements that limit subcontracting opportunities by other firms or result in exclusive subcontracting arrangements with other firms. Selection Process Upon receiving documentation submitted by firms desiring to be considered by the Authority for provision of services, the Authority’s staff will begin reviewing proposals. During this process, questions and/or requests for clarification or provision of supplemental information may be

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directed to respondents as necessary. The objective of the staff evaluation will be to thoroughly evaluate the qualifications and capabilities of each respondent. Based on evaluation of the submittals, Authority staff will select a limited number of firms for further consideration and conduct interviews with these selected firms.

Authority staff will recommend a final ranking to the President & CEO based on the results of the review of proposals, client reference checks, and interviews. The President & CEO will consider the staff recommendation and will recommend at least one firm for selection to the Airport Authority. Selection Criteria Selection criteria include, but are not necessarily limited to, the following: ° Responsiveness of the proposal to the Submittal Requirements in this solicitation. ° Depth and breadth of experience of the proposing firm and proposed sub-consultants on other projects or engagements which are similar in nature. ° Qualifications and experience of the proposed project manager and other key personnel. ° Level of satisfaction expressed by other clients with the proposed personnel, the proposing firm, and proposed sub-consultants. ° Perception of and approach to the engagement. ° Efforts to include MWSB Participation in this service contract. ° Ability to provide responsive service to the Authority. General Information ° The Authority reserves the right to proceed or not proceed with this solicitation or any part

thereof. ° The Authority shall not be responsible in any manner for any cost or expenses associated

with the preparation or submission of proposals or preparation for or participating in interviews.

° Upon receipt by the Authority, the proposals submitted, including any and all attachments to

the proposals, shall become the property of the Authority.

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° The Authority shall have the right to copy, reproduce, or otherwise dispose of each proposal received.

° The Authority shall be free to use as its own, without payment of any kind or liability

thereof, any idea, scheme, technique, suggestion, layout, or plan received during the selection process.

° The Authority shall reserve the right to approve all proposed sub-consultants, modify roles of

proposed sub-consultants and/or require additional sub-consultants.

° The Authority’s Form of Agreement will be used for services requested through this solicitation.

° The Authority shall become the legal owner of all documents prepared by the selected firm(s)

under the terms of the Agreement, however, this ownership will not extend to proprietary information or other data in the selected firm’s lawful possession prior to execution of the agreement.

Questions and Inquiries Regarding the Project, the Selection Process, this Solicitation, and any Related Matters Direct questions and inquiries regarding the proposed engagement, the selection process, this solicitation, or any related matters to Jim Novak at [email protected]. Authority staff will not meet individually with potential proposers or potential sub-consultants to discuss the engagement, the selection process, or this solicitation. Note: Depending on the funding source for each awarded project, the contract may be revised to replace the Minority and Women-Owned Small Business Program requirements with the Federal Disadvantaged Business Enterprise Program requirements. Direct questions and inquiries regarding MWSB matters including the process for qualifying as a MWSB, current listings of certified MWSB firms, and other MWSB-related matters, to the Authority’s MWSB Program Manager, Ms. Thiane’ Carter, at [email protected].

End of Request for Proposals

Attachment 1 MWSB Program Requirements

A. Introduction It is the policy of the Authority that neither the Authority, its contractors, service providers, subcontractors nor vendors, shall discriminate on the basis of race, color, religion, national origin, or gender in the award and performance of contracts, subcontracts and purchases. The Authority has established a Minority and Women-Owned Small Business Program (MWSB Program) to encourage equal opportunity for MWSBs to compete for employment as contractors, subcontractors, suppliers and service providers. It is also the Authority’s policy to remove barriers which may exist for MWSBs to compete for contracts, subcontracts and procurement awarded by the Authority. Additional information concerning the Authority’s MWSB Program may be found on the internet at http://www.rdu.com/business/smallbusiness.html. The Authority awards contracts without regard to race, religion, color, creed, national origin, gender, age or handicapping condition. The Authority’s contracts are subject to the requirements of North Carolina law, and this contract will be awarded in accord therewith.

B. Minority and Women-Owned Small Business (MWSB)

A Minority or Women-Owned Small Business (MWSB) is a firm which has been certified by an approved agency to meet the following criteria: A small business, as defined by the Small Business Administration size standards, that is at least fifty-one percent (51%) owned, and controlled by one or more socially and economically disadvantaged individuals. The following individuals are presumed to be socially and economically disadvantaged: Black Americans; Hispanic Americans; Asian Americans; Native Americans; and Women. Firms which are not owned by members of these groups may not be utilized to achieve MWSB Goals in Authority contracts.

C. MWSB Goals The MWSB Goals for MWSB participation on this contract represent the total dollars that will be spent with MWSBs as a percentage of the total contract amount, including any change orders. In accordance with the MWSB Program, the Authority will require that the selected firm must either meet the MWSB goals or demonstrate that the bidder has made sufficient good faith efforts to meet the MWSB goals. The MWSB goals are as follows:

MB Goal: The goal for minority-owned business participation is: Ten percent (10%). WB Goal: The goal for woman-owned business participation is: Five percent (5%).

In order to comply with the MWSB Program requirements, a proposer must either meet the MWSB Goals or demonstrate that the proposer has made sufficient good faith efforts to meet the MWSB Goals. If the proposer does not meet the MWSB Goals, it shall nevertheless be eligible for award of the contract if it can demonstrate to the Authority that it has made good faith efforts to meet the MWSB Goals.

D. MWSB Program Provisions All proposers shall agree by the submission of a proposal for this project that MWSBs have the maximum opportunity to participate in the performance of contracts and subcontracts.



All proposers are hereby notified that failure to carry out the obligations of the MWSB Program will constitute a breach of good faith in dealing with the Authority, and the Authority will take any and all actions permitted by law to ensure compliance by all Contractors1 engaged by it. Failure to meet or exceed the MWSB Goals or to make a good faith effort to meet the MWSB Goals and to adequately document such efforts to the Authority will be grounds for disqualifying a proposal as non-responsive. Proposers specifically agree to comply with all applicable provisions of the MWSB Program and any amendments thereto. Proposers are encouraged to refer to the MWSB Program which is posted on the Authority’s website: http://www.rdu.com/business/smallbusiness.html.

E. MWSB Program – Accepted Certifications Currently, the following certifications may be utilized towards achieving MWSB Goals: 1. DBE – N.C. Department of Transportation: Disadvantaged Business Enterprise; 2. SBA 8(a) – Small Business Administration: SBA 8(a) Business Development; 3. WOSB –Women’s Business Enterprise National Council: Women Owned Small

Business;

Furthermore, the Authority will accept the following certifications with appropriate supplemental documentation: A. HUB – N.C. Department of Administration Office for Historically Underutilized

Businesses; B. CMSDC/ NMSDC – Carolinas/National Minority Supplier Development Council, or any

affiliate council; C. NAWBO – National Association of Women Business Owners. Firms with these certifications must submit the Small Business Verification form and supplemental documentation to the Small Business Program Office, prior to submitting the proposal for the purpose of evaluating achievement of MWSB Goals or good faith efforts. In order for firms to meet the “WB” portion of the MWSB goal, the firm must be certified by one of the agencies described above as a “women-owned business”. In order for firms to meet the “MB” portion of the MWSB goal, the firm must be certified by one of the agencies described above in one of the other minority categories: Black American; Hispanic American; Asian American or Native American. Firms certified as both MB and WB may only satisfy the MB goal. Please note: A proposer may utilize any firm desired. However, for participation purposes, all MWSB firms who wish to do business must be certified by an accepted agency. Links to the NCDOT and HUB directories are available on the Authority’s Small Business Program website (http://www.rdu.com/business/smallbusiness.html). Prospective proposers are encouraged to inspect these databases to assist in locating firms for MWSB participation. MWSBs must be certified at the time responses are received and proof of certification must be included in the response when submitted to the Authority.

1 Contractor - A firm that enters into a Contract with the Authority. The term “Contractor” includes consultants, architects, engineers, suppliers and providers of tangible goods and services.




D. Required Documentation – Proposal Submission

1. The Proposer shall prepare a written statement that demonstrates the Proposer understands the MWSB Program requirements and describes the Proposer’s plan to meet or exceed the MWSB Goals or demonstrate a good faith effort to meet the MWSB Goals. The statement shall include:

2. Proposer’s commitment that it will meet the requirements of the Authority’s MWSB Program and that the Consultant will make good faith efforts to subcontract at least ten percent (10%)of the dollar value of the contract with minority-owned small businesses and at least five percent (5%) of the dollar value of the contract with woman-owned small businesses.

3. Name and contact information for each proposed subconsultant (including MWSB firms); list proposed key personnel and principals for each firm.

4. Proposer’s commitment to use the MWSB firms listed in the proposal as submitted. 5. The proposed role and description of work for each proposed MWSB firm, including an

estimated MWSB participation (percentage) for each firm based on the scope of work identified in the solicitation.

Proposers will also provide written confirmation (i.e. a letter of intent, signed by the Proposer and the MWSB subconsultant) from each MWSB firm submitted in the proposal that it will be participating in the Agreement. Proposers will be evaluated on the level and quality of participation attained for MWSBs. The successful Proposer’s MWSB commitment will be incorporated into the contract and will be enforceable under the terms of the contract. Proposers shall be solely responsible for confirming experience, capacity, and MWSB eligibility of subconsultants related to this solicitation.

F. Good Faith Effort Requirements Each proposer may be required submit documentation which demonstrates that it made good faith efforts to meet each portion of the MSWB Goals (minority-owned business goal and woman-owned business goal). The requirement to submit documentation that the goal has been met or good faith documentation in the manner prescribed by the Authority is considered a matter of responsiveness. Efforts that are merely pro-forma are not good faith efforts to meet the requirements of the MWSB Program. The Authority shall be the sole arbiter to determine if a proposer has made a reasonable good faith effort toward MWSB participation in its proposal. The Authority will also consider if, given all relevant circumstances, the proposer’s efforts could reasonably be expected to produce a level of MWSB participation sufficient to meet the goal. The Authority will consider the quality, quantity and intensity of the different kinds of efforts a proposer has made. In evaluating a proposer good faith efforts submission, the Authority will only consider those documented efforts that occurred prior to the good faith effort submission. The Authority reserves the right to reject any and all proposals submitted and to reject the bid of any proposer who fails to make a good faith effort and submit timely, satisfactory evidence of its good faith effort.


G. Counting MWSB Participation

MWSB firms are counted as either minority-owned businesses (MB) or women-owned businesses (WB), based on certification submitted, for the purposes of MWSB participation. 1. MWSB Prime Contractors and Consultants - If a MWSB is the Prime Contractor, the

participation of the MWSB Prime which is not subcontracted to another firm (or firm) is counted towards one portion (i.e. MB or WB) of the MWSB commitment. Prime Contractors (including MWSB Prime Contractors) are responsible for meeting both portions the MWSB commitment.

2. Subcontractor/ Subconsultant – If the Contractor, consultant or service provider utilizes an MWSB as a Subcontractor or Subconsultant to perform services, the Authority counts 100% of the value of the Commercially Useful Function2 the MWSB performs toward satisfaction of the MWSB Commitment3. The Authority will allow the Contractor to count only the value of the work actually performed by the MWSB toward MWSB Commitment. This amount should include the cost of supplies and materials obtained by the MWSB for the work of the contract, including supplies purchased or equipment leased by the MWSB (except supplies and equipment the MWSB Subcontractor purchases or leases from the Contractor).

3. MWSB suppliers – In service, construction and construction-related professional service contracts, a Contractor may count 60% of its expenditures to MWSB suppliers that are not manufacturers toward achievement of the contract goals, provided that the MWSB supplier performs a Commercially Useful Function in the supply process.

4. MWSB manufacturers – The Contractor may count 100% of all expenditures for materials, supplies and equipment obtained from an MWSB manufacturer toward the MWSB Goal. A MWSB manufacturer is a supplier that produces goods from raw materials or substantially alters them before resale.

I. MWSB Program Requirements

1. Agreements between a Proposer and an MWSB in which the MWSB promises not to provide proposals to other bidders are prohibited

2. Following the submission of the proposals, no change shall be made in any of the MWSB consultants proposed to be engaged by the Proposer without the prior written consent and approval of the Authority.

3. If the Contractor proposes to terminate or substitute a MWSB after submitting a proposal, the Proposer must make good faith efforts to find a substitute MWSB for the original MWSB to meet its MWSB commitment. Its good faith efforts shall be directed at finding another MWSB to perform or provide at least the same amount of work, material or service under the contract as the original MWSB to the extent necessary to meet its

2MWSB Commitment - MWSB utilization that a contractor/consultant commits to achieve for a contract at contract award. Calculated as a percentage of the total contract, the MWSB Commitment represents the total dollars that will be spent with MWSBs as a portion of the total contract amount, including any contingency. 3Commercially Useful Function - A function performed by a firm when it is responsible for supplying goods or executing a distinct element of the work of a contract and carrying out its responsibilities by actually performing, managing and supervising the work involved. To determine whether a firm is performing a Commercially Useful Function, the amount of work subcontracted, industry practices and other relevant factors are evaluated.


MWSB commitment. The Contractor must give the MWSB notice in writing, with a copy to Authority, of its intent to request to terminate and/or substitute, and the detailed reasons for the request. All substitutions shall be coordinated with and approved by the Authority prior to being made.

4. The Contractor has a continuing obligation to meet the MWSB utilization to which it committed at contract award, inclusive of change orders, amendments, and modifications.

5. The Contractor shall maintain records and submit monthly reports of all subcontractor and supplier payments (including MWSB payments), concurrent with the Contractor’s submission of payment requests with each invoice.

6. The Contractor shall include a certification by the Contractor regarding payment to each subcontractor for the prior month’s work. These reports will be certified as true and correct by an appropriate company official. To ensure that the Contractor meets all its MWSB commitment, the Authority will review the Contractor's MWSB utilization throughout the term of the contract, including any term extensions of the original contract period.

7. Upon the Authority’s request, the Contractor shall provide Authority access to books, records, accounts and personnel needed for MWSB compliance review. Such access will be used for, among other purposes, determining MWSB participation and compliance with the MWSB Program. Determination(s) regarding Contractor’s compliance with the MWSB Program may be considered and have a bearing on consideration of the Contractor for award of future contracts.

J. Required Documentation – MWSB Program Compliance As referenced above, the Contractor must maintain compliance with the MWSB Program provisions throughout the contract. The Contractor must submit the following MWSB compliance forms, as appropriate: 1. Schedule of Subcontractors (Final)

- List all subcontractors participating - Must be completed by the Contractor and submitted with the first pay application

2. Monthly Payment Summary - Must be completed by the Contractor and submitted with each pay application

3. MWSB Affidavit of Final Payment - Must be completed by the Contractor/Consultant and all MWSB

subcontractors/subconsultant used on the project submitted with close-out documents - Form must be signed by both Contractor and MWSB subcontractors/subconsultants - Contractor/Consultant is responsible for the accuracy of all information provided

4. Request to Change Schedule of Subcontractors - Must be submitted to the Authority prior to replacement of any MWSB

subcontractors/ subconsultants or suppliers listed in the proposal or Appendix 1A - Requires approval by the Authority - May require good faith effort review

Note: Depending on the funding source for each awarded project, the contract may be revised to replace the Minority and Women-Owned Small Business Program requirements with the Federal Disadvantaged Business Enterprise Program requirements.


Questions concerning the MWSB Program can be addressed to the Authority’s Small Business Program Officer, Ms. Thiané Carter via e-mail at [email protected] or via telephone at (919) 840-7712.

mailto:[email protected]

Attachment 2

MASTER CONSULTING SERVICES AGREEMENT BETWEEN

THE RALEIGH-DURHAM AIRPORT AUTHORITY AND

THIS AGREEMENT, made and entered into this day of 2017,

by and between the RALEIGH-DURHAM AIRPORT AUTHORITY, a public body

chartered by the General Assembly of North Carolina under Chapter 168 of the 1939

Session Public-Local Laws, as amended, whose address is 1000 Trade Drive, Post Office

Box 80001, RDU Airport, North Carolina 27623, hereinafter referred to as the

"Authority," and , a (insert corporate form), authorized and existing

under the laws of the State of , whose address is ,

hereinafter referred to as the “Consultant.”

W I T N E S S E T H:

WHEREAS, the Authority desires to obtain the professional services of the

Consultant in connection with (insert description of scope of services) and various other

projects at the Raleigh-Durham International Airport (the “Airport”); and

WHEREAS, the Authority desires to enter into a non-exclusive agreement with

Consultant governing tasks to be performed by Consultant in connection with the various

projects described above, with an initial term of three (3) years, with two (2) one-year

renewal option years exercisable at the sole discretion of the Authority; and

WHEREAS, the Authority, in its sole discretion, shall assign to Consultant tasks to

be performed in connection with the various projects described above, and enter into

separate delivery orders with Consultant for each such task; and

WHEREAS, the Consultant has represented to the Authority that it is qualified and

capable of providing such services in a competent and professional manner; and

WHEREAS, the Authority desires to employ the Consultant to provide such

services.

TRI1\608810v1

AGREEMENT BETWEEN THE RALEIGH-DURHAM AIRPORT AUTHORITY AND

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NOW, THEREFORE, the Authority and the Consultant, for and in consideration of

the mutual covenants and agreements hereinafter set forth, do hereby agree as follows:

I. SCOPE OF SERVICES

The Consultant agrees that it will perform professional services in connection with

various projects at the Airport, for which the Consultant is qualified to provide services.

The Authority shall have sole discretion as to which tasks on said projects to assign to

Consultant. Specific requirements, and the Scope of Work for Services for each specific

task assigned to Consultant hereunder, will be set forth in a separate delivery order for

said task and may include: (insert general description of the relevant scope of services).

Authorization for the Consultant to proceed with professional services for each specific

task assigned to Consultant hereunder shall be provided by execution of the separate

delivery order for said task. Authorization for the Consultant to proceed with services

other than any specific task assigned to Consultant hereunder may be provided by

execution of an amendment to the delivery order for said task, in accordance with Article

IV. The services shall include the creation of electronic and hard copy file documents to

meet Authority standards/requirements, including the Authority’s CAD and GIS

standards. All work assignments shall be diligently performed by the Consultant in an

economical, expeditious, and professional manner.

II. COMPENSATION AND PAYMENTS

Subject to the limitations hereinafter set forth, the Authority shall pay the Consultant

on an hourly basis for all services reasonably required for accomplishment of the work

assignments to be performed under this Agreement, and shall also reimburse Consultant

for certain specified non-labor expenses. The hourly rates and expenses identified in

Exhibit A hereto shall apply to all separate delivery orders for specific tasks assigned to

Consultant hereunder, and Consultant shall charge the Authority at the rates and expenses

set forth therein.


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(a) Fees. The amount of fee to which the Consultant shall be entitled under this

Agreement, and any separate delivery order for a specific task assigned to Consultant

hereunder, shall be determined on the basis of the number of unit-hours expended by the

Consultant’s employees, and/or sub-consultants, times the applicable hourly rate

specified in the Fee Schedule attached hereto as Exhibit A. Said hourly rate shall

include compensation for all expenses including, but not limited to, labor, overhead, and

profit except for non-labor direct expenses for transportation, lodging, subsistence,

postage and shipping, and printing and reproduction.

(b) Maximum Fee Payments. Notwithstanding any other provision of this

Agreement, it is mutually agreed that the total payments by the Authority to the

Consultant under subsequent delivery orders for specific tasks assigned to the Consultant

hereunder for all labor, overhead, and profit, shall be established with a not-to-exceed

maximum. The maximum payment under any subsequent delivery orders may be subject

to adjustment under Article IV.

(c) Reimbursable Expenses. In addition to any maximum fee payment

established in any separate delivery order for a specific task assigned to Consultant

hereunder, the Authority shall reimburse the Consultant for each specific task at the

Consultant’s direct cost for non-labor expenses for transportation, lodging, subsistence,

postage and shipping, and printing and reproduction (“Reimbursable Expenses”), subject

to adjustment under Article IV. Consultants direct costs for transportation, lodging and

subsistence must be approved by the Authority before they are incurred and reimbursed

by the Authority.

(d) Maximum Reimbursable Expense Payments. Payments for Reimbursable

Expenses shall be established with a not-to-exceed maximum in the delivery order for

each specific task assigned to Consultant hereunder.


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(e) Billing Procedure. On or within ten (10) days after the first day of each

calendar month during the term of this Agreement, the Consultant shall submit to the

Authority a complete itemized invoice for work performed during the previous calendar

month in connection with each separate delivery order for each specific task assigned to

Consultant hereunder, setting forth the following:

(i) the maximum payment for each specific delivery order which may be

made to the Consultant (as modified by subsequent adjustments, if any, in

accordance with Article IV); and

(ii) the total amount for each specific delivery order previously invoiced by

the Consultant; and

(iii) the number of man-hours of work performed for each specific delivery

order by each category of the Consultant's employees and/or sub-consultants

since the date of preparation of the last previous invoice together with a

description of said work; and

(iv) the hourly rate applicable to each Consultant employee and/or sub-

consultant; and

(v) the fees to which the Consultant is entitled for each specific delivery

order on account of work completed since the date of preparation of the last

previous invoice; and

(vi) the Reimbursable Expenses for non-labor expenses incurred by the

Consultant since the last previous invoice for each specific delivery order; and

(vii) certification of sales or use taxes paid by Consultant for which

Consultant seeks reimbursement in accordance with Article VIII hereof; and

(viii) the MWSB reporting form required under Article IX hereof.

(f) Time and Manner of Payment. Payment of fees and expenses to the

Consultant shall be made in U. S. Dollars within thirty (30) days following receipt of


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each properly compiled and correct invoice approved for payment by the Authority;

however, such payment shall not be past due until not paid within fifteen (15) days

thereafter. If payments become past due, the Consultant may, upon ten (10) days written

notice to the Authority, suspend and withhold work only on the specific project for which

payment is past due until payment is made.

(g) Final Payment. On the next regular billing date following completion or other

termination of any separate delivery order for a specific task assigned to Consultant

hereunder, the Consultant shall submit its itemized invoice as provided in Article II(e).

Said itemized invoice shall state that it is the Consultant's final invoice and shall state the

total amount which the Consultant claims to be due under the separate delivery order for

the specific task. The Consultant's acceptance of payment pursuant to such final invoice

shall constitute a full release of the Authority for any and all payments due or claimed to

be due the Consultant under the separate delivery order for said specific task.

III. EXPANSION OF SCOPE OF WORK

The Consultant shall not be entitled to either compensation or reimbursement of

expenses on account of any work for any specific task assigned to Consultant hereunder

except that work specifically authorized in accordance with the terms of the separate

delivery order for said task.

IV. MAXIMUM PAYMENT AND ADJUSTMENTS TO MAXIMUM PAYMENT

(a) Articles II(b) and (d) specify that maximum fee and Reimbursable Expense

payments by the Authority to the Consultant shall be established under each separate

delivery order for each specific task assigned to Consultant hereunder. The actual

payment by the Authority to the Consultant under each separate delivery order shall be as

specified therein. The total actual payment to the Consultant under each separate

delivery order may be less than the maximum payments specified in said separate

delivery order.


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b) If task assignments authorized by the Authority would result in the maximum fee

and/or reimbursable expense payments due to the Consultant exceeding the maximum

payments specified in each separate delivery order for a specific task assigned to

Consultant hereunder, then the Consultant shall immediately notify the Authority’s

Contract Administrator and curtail additional work on the task assignments until such

time as the amount of the maximum payment(s) is increased sufficiently by written

agreement between the parties in order to complete the task assignments. Alternatively,

the Authority, upon receiving such notice from the Consultant, may direct the Consultant

to forgo completing the task assignments. The termination provisions of Article XI will

apply with respect to any tasks terminated hereunder.

V. RECORDS REQUIRED FOR GOVERNMENTAL FUNDING

To the extent applicable, records to be furnished by Consultant to enable the

Authority to obtain governmental funding for any specific task assigned to Consultant

hereunder will be identified in the separate delivery order for said task.

VI. OWNERSHIP AND MANAGEMENT OF DOCUMENTS AND DATA

(a) The Authority will provide to the Consultant access to data and information

related to specific tasks (“Data and Information”) in various forms, including in

electronic digital form. Such Data and Information is and remains the property of the

Authority and is provided to the Consultant for the sole purpose of the Consultant

providing services to the Authority under the separate delivery order for each specific

task assigned to Consultant hereunder. The Consultant shall not use the Data and

Information provided by the Authority for any purposes except in providing services to

the Authority under this Agreement and each separate delivery order for each specific

task assigned to Consultant hereunder. The Consultant may format and/or convert the

data electronically as necessary in order to perform work assignments at its office. The


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Consultant is responsible for reformatting and/or re-conversion of the data to its original

condition as necessary.

(b) Upon payment in full of all monies owed Consultant on each specific delivery

order assigned to Consultant hereunder, the Authority shall become the legal owner of all

Documents prepared by Consultant on each such task. Documents mean instruments of

service prepared by Consultant under terms of this Agreement. Ownership does not

extend to copyrighted or proprietary information, or other data in Consultant’s lawful

possession prior to execution of this Agreement, which may be incorporated in the

Documents.

(c) The Consultant shall treat all Documents, Data and Information as confidential

information and shall not disclose or make same available to any Third Party without the

Authority’s advance written consent. Third Party means any person or entity other than

the Authority or the Consultant and includes without limitation any governmental unit,

insurance carrier other than the Consultant’s insurance carrier, private enterprise or

individual; however, Consultant shall be allowed to make Documents, Data and

Information available to its legal counsel in the event Consultant becomes involved in a

dispute with regard to the services which are the subject of this Agreement or any

separate delivery order for a specific task assigned to Consultant hereunder.

(d) If the Consultant becomes legally compelled (by deposition, interrogatory,

request for documents, subpoena, investigation, demand, order, or similar process or

otherwise) to disclose any Documents, Data or Information to any Third Party, then

before such disclosure is made, Consultant shall notify the Authority of the disclosure

demand or obligation, consult with the Authority on the advisability of taking steps to

resist or narrow such demand or obligation, and cooperate with the Authority in any

attempt to obtain a protective order or other appropriate remedy or assurance that the

Documents, Data and Information shall be afforded confidential treatment. If such


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protective order or other appropriate remedy is not obtained, the Consultant shall disclose

only that portion of the Documents, Data and Information that Consultant’s legal counsel

specifies in writing actually is subject to the disclosure obligation.

(e) The Consultant shall not make any commercial use of any Documents, Data or

Information except pursuant to a licensing and royalty agreement (or other such

agreement acceptable to the Authority) between the Consultant and the Authority.

(f) In addition to any other remedies to which the Authority may be entitled at law

or in equity, the Authority may enforce the provisions of this Article VI in an action for

equitable relief, including without limitation temporary and permanent injunctions (or

their functional equivalents) and/or specific performance of this Article.

VII. INSURANCE

The Consultant, and any and all of its sub-consultants, shall carry and maintain

during the life of this Agreement the following insurance with the minimum limits

indicated:

REQUIRED INSURANCE MINIMUM LIMITS

(Each Occurrence) Commercial General Liability $1 million per occurrence and Property Damage $2 million aggregate (Airport must be named as additional insured by endorsement)

Commercial Automobile Liability $1 million combined single limit (Airport must be named as additional insured)

Workers’ Compensation As required by statute

Employers Liability $500,000/$500,000/$500,000 bodily injury by accident or disease

Excess Liability (This requirement may be waived if primary coverage


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equals or exceeds the aggregate requirement) (Airport Must Be Named As Additional Insured by Endorsement)

Bodily Injury or Death and Property Damage $2,000,000

The Authority reserves the right to request the Consultant to increase its Excess Liability

coverage up to $5,000,000 on any delivery order which requires Consultant to perform

any services involving a physical presence on or near airfield operational areas. In

addition, the Consultant, and any and all of its sub-consultants, shall procure and

maintain professional liability insurance for protection from claims arising out or

performance of professional services caused by a negligent error, omission or act for

which the insured is legally liable; such professional liability insurance will provide

coverage in an amount of not less than $2,000,000, with a deductible of not more than

$100,000, and which coverage shall be continued in effect for not less than three years

after the final performance of services under this Agreement or three years following the

completion of the construction of all buildings or other improvements undertaken by the

Authority in reliance upon the services performed by the Consultant hereunder or under a

separate delivery order for a specific task assigned to Consultant hereunder, whichever

date shall be later.

The Authority, by endorsement, shall be named as an additional insured on all

policies except for professional liability and Workers’ Compensation. Prior to

commencement of any work pursuant to this Agreement, the Consultant, and any and all

of its sub-consultants, shall provide the Authority with such endorsements and

certificates of insurance, acceptable to the Authority, evidencing the above coverage.

Said insurance certificates shall list the Authority as an additional named insured and

shall be endorsed with or contain the following cancellation clause: “Should any of the

policies described herein be canceled prior to the expiration date thereof, the insurer

affording coverage shall mail, 30 days in advance, written notice to the certificate holder

named herein.” At least sixty days prior to the expiration of any policy as stated on the

certificates of insurance provided, Consultant shall provide a certificate indicating that

the policy has been renewed or replaced effective no later than the original expiration


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date thereof. If replaced, the certificate will be accompanied by the required

endorsements as well.

VIII. TAXES

All sales and use taxes applicable to the Consultant's services for the Authority shall

be paid by the Consultant, but shall, subject to the provisions of this Agreement, or under

a separate delivery order for a specific task assigned to Consultant hereunder, with

respect to maximum fees and expenses which may be paid to the Consultant, be

reimbursed to the Consultant by the Authority, provided the Consultant has priced their

services on the basis that they will receive such reimbursement. Reimbursement to the

Consultant for sales or use taxes paid is contingent upon certification of such payment by

Consultant, which certification must be submitted with Consultant’s application for

payment. The Consultant will keep a listing of all North Carolina and county sales and

use taxes, if any, for this work and will submit this listing to the Authority on forms

approved by the Authority in order that the Authority might receive reimbursement

therefor.

IX. MINORITY AND WOMEN-OWNED SMALL BUSINESS PROGRAM

It is the policy of the Authority that minority and women-owned small businesses

(“MWSB”) have the maximum opportunity to participate in the provision of professional,

technical and non-technical services to the Authority and it awards services contracts

without regard to race, religion, color, creed, national origin, gender, age or handicapping

condition. The Authority’s services contracts are subject to the requirements of North

Carolina law and this Contract will be governed in accord therewith.

The Airport Authority has assigned a 10% Minority-owned small business goal, and

5% a Women-owned small business goal, for each delivery order assigned to the

Consultant hereunder, and a 15% aggregate MWSB participation goal for the entire

period covered by the Agreement or any renewals thereof pursuant to Article XXI hereof.

Such participation can be included in any portion of the Consultant’s scope of work for


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services described in Article I hereof. MWSB Goals for MWSB participation on this

contract represent the total dollars that will be spent with MWSBs as a percentage of the

total contract amount, including all delivery orders.

The Consultant has a continuing obligation to meet the MWSB utilization to which

it committed at contract award, inclusive of change orders, amendments, and

modifications. Prior to the award of each delivery order, the Consultant must present to

the Authority certification of MWSB participation in the scope of work described in each

delivery order in a form acceptable to the Authority. If the Consultant informs the

Authority that it will be unable to meet the MWSB participation goal on any delivery

order, the Authority reserves the right to request the Consultant to document its good

faith efforts to meet such participation goal. The Authority reserves the right to decline

to award any delivery order to the Consultant if it determines, in its sole discretion, that

the Consultant has failed to make a good faith effort to secure MWSB participation for

any delivery order at a percentage equal to or greater than the goal stated above.

If the Consultant proposes to terminate or substitute a MWSB after submitting a

delivery order, the Consultant must make good faith efforts to find a substitute MWSB

for the original MWSB to meet its MWSB commitment. The Consultant must give the

MWSB notice in writing, with a copy to Airport Authority, of its intent to request to

terminate and/or substitute, and the detailed reasons for the request. All substitutions

shall be coordinated with and approved by the Airport Authority prior to being made.

After award of a delivery order to the Consultant hereunder, the Consultant must

establish and maintain records and submit, with each application for payment, a report, in

a form approved by the Authority, which identifies participation by MWSB sub-

consultants as part of the services for which the Consultant seeks payment. The report

shall include a certification by an appropriate official of the Consultant regarding

payment to each MWSB participant for the prior month’s work.


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X. DISPUTE RESOLUTION

(a) Mediation: Any claim or dispute between the Authority and the Consultant

under this Agreement, or any delivery order for a specific project assigned to Consultant

hereunder, which cannot be resolved by the parties through good faith negotiation shall

be submitted to mediation. Mediation is a pre-condition to further dispute resolution by

the parties. Upon the making of a demand for mediation, the parties shall proceed in

good faith to attempt to settle the dispute through mediation under the Construction

Industry Mediation Rules of the American Arbitration Association (hereinafter “AAA”),

in accordance with the rules governing mediation of such disputes. The further dispute

resolution procedures set forth herein below shall only be available following a

declaration of impasse by the mediator, or else by the mutual agreement of the parties.

(b) Arbitration: If impasse is declared in any mediated dispute, or if the parties

shall mutually agree, the matter shall then be submitted to arbitration pursuant to the

Construction Industry Rules of the AAA. Notice of intent to seek arbitration of any

unresolved disputes shall be given by the claiming party within ten (10) days of the

declaration of impasse. Failure to give notice of intent to seek arbitration within ten (10)

days of the declaration of impasse shall result in the waiver by any party of claims which

it made in the mediation.

1. The parties agree that the following rules or procedures shall apply to

all disputes arising under this Contract and shall be in addition to or, in the case of any

conflict with, shall be in lieu of the applicable rules of the AAA.

2. The arbitrator(s) shall determine the rights and obligations of the parties

in accordance with the laws of the State of North Carolina, in general, and the North

Carolina Arbitration Act, in particular.

3. All sessions or hearings (whether in mediation or arbitration) shall take

place, except when conducted by telephone, in the offices of the Raleigh-Durham Airport


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Authority at the Airport in Wake County, North Carolina, or at such other place as the

parties may agree.

4. In the arbitration of any dispute where the claimed amount is less than

$100,000, the sole arbitrator shall be a retired North Carolina or federal judge residing in

the State of North Carolina. In disputes of $100,000 or more, an arbitration panel of

three experienced construction industry professionals shall be appointed and shall

include:

a. one engineer or architect;

b. one construction attorney or retired state or federal judge residing

in the State of North Carolina;

c. either a construction industry executive or senior staff

representative of a public or private owner of a facility.

The parties may mutually agree upon the selection of any one or more of said arbiters.

Unless otherwise agreed to by the parties and the arbitrators, the arbitration hearing shall

run continuously for consecutive days or weeks until concluded, including at least four

(4) working days per week.

5. The Authority, Consultant, Contractor, Subcontractors, suppliers, and

their respective bonding companies and insurers, and all other parties concerned with the

specific project under which the dispute arises, are bound by this provision for dispute

resolution to the greatest extent permitted by law. This provision shall be incorporated

by reference into all subcontracts, supply agreements, bonds, and design contracts. All

such parties consent and agree to participate and be bound in this dispute resolution

process insofar as claims may be made against them either by Authority or Consultant in

connection with this process. A motion to add or consolidate any other party in

connection with the specific project under which the dispute arises may be made by any

interested party and, for good cause shown, shall be granted by the arbitrator(s).


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6. Discovery procedures shall not be undertaken during the mediation

phase. However, the parties shall proceed in good faith to disclose to the opposing party,

upon request, all facts, documents, records, and other evidence upon which each party

bases its claim or defense. During the arbitration phase, the parties may participate in

limited discovery for the purpose of obtaining production of documents and taking

depositions. All such discovery shall be conducted in accordance with the North

Carolina Rules of Civil Procedure. Any disputes arising out of such discovery shall be

resolved by the arbitrator(s). Requests for discovery shall be initiated within sixty (60)

days after notice of intent to arbitrate is given and shall be fully responded to within sixty

(60) days thereafter. All discovery, including depositions, shall be completed within one

hundred twenty (120) days of the notice of intent to arbitrate. Any of these time limits

may be extended by the mutual agreement of the parties or by decision of the

arbitrator(s).

7. Upon the written request by the party made prior to the initial

evidentiary hearing in arbitration, the arbitrator(s)’s award shall be in writing and shall

include findings of fact and conclusions of law which support the award.

8. Either party may appeal the arbitration award to appellate arbitration by

filing with the AAA within twenty (20) days after receipt of the notice of arbitration

award, a written brief not to exceed twenty (20) pages, stating the reason why the

arbitrator(s)’s decision should be reversed or modified. The opposing party shall have

twenty (20) days to file a responsive brief thereafter, which brief shall not exceed twenty

(20) pages. An appellate arbitrator shall be appointed by the AAA and shall be a retired

North Carolina or federal judge, residing in North Carolina. Either party may request

oral argument, which must be held within thirty (30) days following submission of the

final brief, unless extended by mutual agreement of the parties and the appellate

arbitrator. No additional evidentiary material may be introduced in the appellate


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arbitration. The appellate arbitrator shall render a written decision affirming, reversing,

modifying, or remanding the arbitrator(s)’s decision within thirty (30) days after oral

argument or receipt of the final appellate brief, whichever shall come later. The appellate

arbitrator may base his or her decision only on one of the following grounds:

a. Any grounds specified in 9 U.S.C. Section 10 or 11;

b. A material error of applicable law by the arbitrator(s);

c. A determination that the award was partially or wholly arbitrary

or capricious.

The appellate arbitrator may render a final decision on appeal or may remand the matter

for further proceeding by the arbitrator(s).

9. All fees and expenses of the mediation and the arbitration procedures

shall be borne by the parties equally. Each party shall bear its own expenses for

attorneys’ fees, expert fees, witness fees, and related expenses. If the arbitrator(s) shall

determine that either party is guilty of abuse of the arbitration process, in that event the

arbitrator(s) may assess any such costs, expenses, and attorneys’ fees among the parties

as may be deemed appropriate.

10. The dispute resolution procedures set forth herein shall be the exclusive

remedies available to the parties to the Agreement. The final award rendered by the

arbitrator(s) shall be deemed final and binding on the parties, and judgment may be

entered upon it in any court having jurisdiction.

11. Any arbitration claim or counterclaim initiated after completion of the

Consultant’s services on the specific project under which the dispute arises shall include

all known claims regarding the work thereon; any known claims not included shall be

deemed waived.


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XI. TERMINATION

(a) The Authority may terminate this Agreement, or any separate delivery order for

a specific task assigned to Consultant hereunder, at any time for any reason upon written

notice to the Consultant, which notice shall be effective upon the later of the date stated

therein or the date the notice is received by the Consultant. No additional work will be

performed by the Consultant after receipt of the notice. In the event of such termination,

the Consultant's charges to the Authority shall be limited to the charges for the services

theretofore satisfactorily rendered and expenses theretofore incurred or committed.

XII. ASSIGNMENT

Neither the rights nor the obligations of either party arising under this Agreement

shall be transferred or assigned without the prior written consent of the other party.

XIII. SUCCESSORS AND ASSIGNS

All covenants and agreements in this Agreement by or on behalf of either of the

parties hereto shall bind the successors and assigns of such party and shall inure to the

benefit of the successors and assigns of the other party.

XIV. CONSTRUCTION OF AGREEMENT

In the event of any conflict between the terms of this Agreement and the terms of

any document attached hereto and incorporated herein by reference, this Agreement shall

control and the conflicting provision of the attachment shall, to the extent of the conflict,

be null and void. The headings contained in this Agreement are for reference only and

shall not affect the rights or obligations of either of the parties hereunder.

XV. GOVERNING LAW AND VENUE

This Agreement and the duties, responsibilities, obligations and rights of the

respective parties hereunder shall be governed by the laws of the State of North Carolina.

Venue for any action brought under the terms and conditions of this Agreement will be

Wake County, North Carolina.


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XVI. INDEPENDENT CONTRACTOR

In the performance of this Agreement, it is agreed by and between the parties hereto

that the Consultant shall be acting as an independent contractor and not as an employee

of the Authority.

XVII. GENERAL CIVIL RIGHTS PROVISIONS

The Consultant agrees that it will comply with pertinent statutes, Executive Orders

and such rules as are promulgated to ensure that no person shall, on the grounds of race,

creed, color, national origin, sex, age, or handicap be excluded from participating in any

activity conducted with or benefiting from Federal assistance. This provision binds the

Consultants from the bid solicitation period through the completion of the contract. This

provision is in addition to that required of Title VI of the Civil Rights Act of 1964.

This provision also obligates the tenant/concessionaire/lessee or its transferee for the

period during which Federal assistance is extended to the airport through the Airport

Improvement Program, except where Federal assistance is to provide, or is in the form of

personal property; real property or interest therein; structures or improvements thereon.

In these cases the provision obligates the party or any transferee for the longer of the

following periods:

(1) the period during which the property is used by the airport sponsor or any

transferee for a purpose for which Federal assistance is extended, or for another

purpose involving the provision of similar services or benefits; or

(2) the period during which the airport sponsor or any transferee retains

ownership or possession of the property.

XVIII. CIVIL RIGHTS – TITLE VI ASSURANCES

(1) Title VI Solicitation Notice: The Authority, 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


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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.

(2) Title VI Clauses for Compliance with Nondiscrimination

Requirements. During the performance of this Agreement, the Consultant, for itself, its

assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees as

follows:

a. 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.

b. 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.

c. 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.


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d. 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, 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.

e. 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:

i. Withholding payments to the contractor under the contract until the

contractor complies; and/or

ii. Cancelling, terminating, or suspending a contract, in whole or in part.

f. Incorporation of Provisions: The contractor will include the provisions

of paragraphs (a) through (f) 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


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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.

XIX. MANDATORY FEDERAL CONTRACT PROVISIONS

In the performance of this Agreement the Authority may elect to compensate the

Consultant for all or any portion of the Consultant’s services using federal funding

pursuant to the Airport Improvement Program administered by the Federal Aviation

Administration. When federal funding is used to compensate the Consultant for their

services under this Agreement, the mandatory federal contract provisions contained in

Exhibit B of this Agreement shall be applicable.

XX. OTHER CONDITIONS

(a) The Authority’s Contract Administrator for this Agreement shall be

, or as otherwise designated in writing by the Authority. All

communication with the Authority regarding this Agreement shall be through the

Authority’s Contract Administrator.

(b) Project assignments to the Consultant from the Authority may be authorized

only by the President and Chief Executive Officer of the Authority. The scope of project

assignments will be provided in writing from the individual making such request. The

Authority shall provide adequate information and data to the Consultant in order that the

Consultant can complete the assignment. The parties shall execute a separate delivery

order for each specific project assigned to Consultant hereunder.

(c) shall be the Consultant’s representative for services provided

through this Agreement and provide and/or manage all the services to be provided by the

Consultant through this Agreement.


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XXI. TERM OF THE AGREEMENT

The term of this Agreement is from the date written above through , 20 .

At the sole discretion of the Authority the Agreement may be extended in one year

increments, for a maximum of two (2) additional one-year periods, provided both parties

agree to such renewal(s), in writing, thirty (30) days prior to expiration of this

Agreement, or any previous renewal period, unless either party terminates the Agreement

in accord with the provisions of Article XI.

XXII. ENTIRE AGREEMENT

This Agreement, including all attachments hereto, constitutes the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior

agreements, whether oral or written, between the parties hereto with respect to such

subject matter. This Agreement may be modified or amended by a separate delivery

order for a specific task assigned the Consultant hereunder or otherwise only by written

agreement between the Consultant and the Authority.

IN WITNESS WHEREOF, the parties, by and through their authorized agents, have

hereunto set their hands as of the day and year first above written.

ATTEST:

Witness:

BY: BY:

Title: Title:


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ATTEST: RALEIGH-DURHAM AIRPORT AUTHORITY

Witness

BY: BY:

Title: President & CEO Title:


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EXHIBIT ‘A’ HOURLY RATES AND EXPENSES

END OF EXHIBIT A


Page 24 of 34

EXHIBIT B

MANDATORY FEDERAL CONTRACT PROVISIONS

In the performance of this Agreement the Authority may elect to compensate the

Consultant for all or any portion of the Consultant’s services using federal funding

pursuant to the Airport Improvement Program administered by the Federal Aviation

Administration or other federally funded programs. When federal funding is used to

compensate the Consultant for their services under this Agreement, the mandatory federal

contract provisions contained in this Exhibit are applicable to the performance of this

Agreement. Where specific provisions of this Article XVII refer to the words Contractor,

Bidder, and Offeror, it shall be interpreted to mean Consultant. Where specific provisions

of this Article XVII refer to the word Sponsor, it shall be interpreted to mean the

Authority.

(a) ACCESS TO RECORDS AND REPORTS. The Contractor must maintain an

acceptable cost accounting system. The Contractor agrees to provide the Authority, the

Federal Aviation Administration, and the Comptroller General of the United States or

any of their duly authorized representatives, access to any books, documents, papers, and

records of the Contractor which are directly pertinent to the specific contract for the

purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees

to maintain all books, records and reports required under this Agreement for a period of

not less than three years after final payment is made and all pending matters are closed.

(b) BREACH OF CONTRACT TERMS. Any violation or breach of terms of this

Agreement on the part of the contractor or its subcontractors may result in the suspension

or termination of this Agreement or such other action that may be necessary to enforce

the rights of the parties of this Agreement. The duties and obligations imposed by the

Agreement and the rights and remedies available thereunder are in addition to, and not a

limitation of, any duties, obligations, rights and remedies otherwise imposed or available

by law.


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(c) BUY AMERICAN PREFERENCE. The contractor agrees to comply with 49

USC § 50101, which provides that Federal funds may not be obligated unless all steel

and manufactured goods used in AIP-funded projects are produced in the United States,

unless the FAA has issued a waiver for the product; the product is listed as an Excepted

Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is

included in the FAA Nationwide Buy American Waivers Issued list.

A bidder or offeror must submit the appropriate Buy America certification (below) with

all bids or offers on AIP funded projects. Bids or offers that are not accompanied by a

completed Buy America certification must be rejected as nonresponsive.

Type of Certification is based on Type of Project:

There are two types of Buy American certifications.

• For projects for a facility, the Certificate of Compliance Based on Total

Facility (Terminal or Building Project) must be submitted.

• For all other projects, the Certificate of Compliance Based on Equipment

and Materials Used on the Project (Non-building construction projects such

as runway or roadway construction; or equipment acquisition projects) must

be submitted.

(d) CLEAN AIR AND WATER POLLUTION CONTROLS. Contractors and

subcontractors agree:

1. That any facility to be used in the performance of the contract or

subcontract or to benefit from the contract is not listed on the Environmental

Protection Agency (EPA) List of Violating Facilities;

2. To comply with all the requirements of Section 114 of the Clean Air

Act, as amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water

Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. relating to inspection,

monitoring, entry, reports, and information, as well as all other requirements


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specified in Section 114 and Section 308 of the Acts, respectively, and all other

regulations and guidelines issued thereunder;

3. That, as a condition for the award of this contract, the contractor or

subcontractor will notify the awarding official of the receipt of any

communication from the EPA indicating that a facility to be used for the

performance of or benefit from the contract is under consideration to be listed on

the EPA List of Violating Facilities;

4. To include or cause to be included in any construction contract or

subcontract which exceeds $100,000 the aforementioned criteria and

requirements.

(e) CONTRACT WORKHOURS AND SAFETY STANDARDS ACT

REQUIREMENTS

1. Overtime Requirements. No contractor or subcontractor contracting for

any part of the contract work which may require or involve the employment of

laborers or mechanics shall require or permit any such laborer or mechanic,

including watchmen and guards, in any workweek in which he or she is employed

on such work to work in excess of forty hours in such workweek unless such

laborer or mechanic receives compensation at a rate not less than one and one-

half times the basic rate of pay for all hours worked in excess of forty hours in

such workweek.

2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the

event of any violation of the clause set forth in paragraph (1) above, the

contractor and any subcontractor responsible therefor shall be liable for the

unpaid wages. In addition, such contractor and subcontractor shall be liable to the

United States (in the case of work done under contract for the District of

Columbia or a territory, to such District or to such territory), for liquidated


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damages. Such liquidated damages shall be computed with respect to each

individual laborer or mechanic, including watchmen and guards, employed in

violation of the clause set forth in paragraph 1 above, in the sum of $10 for each

calendar day on which such individual was required or permitted to work in

excess of the standard workweek of forty hours without payment of the overtime

wages required by the clause set forth in paragraph 1 above.

3. Withholding for Unpaid Wages and Liquidated Damages. The

Federal Aviation Administration or the Authority shall upon its own action or

upon written request of an authorized representative of the Department of Labor

withhold or cause to be withheld, from any monies payable on account of work

performed by the contractor or subcontractor under any such contract or any other

Federal contract with the same prime contractor, or any other Federally-assisted

contract subject to the Contract Work Hours and Safety Standards Act, which is

held by the same prime contractor, such sums as may be determined to be

necessary to satisfy any liabilities of such contractor or subcontractor for unpaid

wages and liquidated damages as provided in the clause set forth in paragraph 2

above.

4. Subcontractors. The contractor or subcontractor shall insert in any

subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause

requiring the subcontractor to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for compliance by any subcontractor or

lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of

this section.

(f) DEBARMENT AND SUSPENSION (NON-PROCUREMENT)

1. CERTIFICATE REGARDING DEBARMENT AND SUSPENSION

(BIDDER OR OFFEROR)


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By submitting a bid/proposal under this solicitation, the bidder or offeror

certifies that at the time the bidder or offeror submits its proposal that neither it

nor its principals are presently debarred or suspended by any Federal department

or agency from participation in this transaction.

2. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

(SUCCESSFUL BIDDER REGARDING LOWER TIER PARTICIPANTS)

The successful bidder, by administering each lower tier subcontract that

exceeds $25,000 as a “covered transaction”, must verify each lower tier

participant of a “covered transaction” under the project is not presently debarred

or otherwise disqualified from participation in this federally assisted project. The

successful bidder will accomplish this by:

a. Checking the System for Award Management at website:

http://www.sam.gov

b. Collecting a certification statement similar to the Certificate

Regarding Debarment and Suspension (Bidder or Offeror), above.

c. Inserting a clause or condition in the covered transaction with the

lower tier contract

If the FAA later determines that a lower tier participant failed to tell a higher tier

that it was excluded or disqualified at the time it entered the covered transaction,

the FAA may pursue any available remedy, including suspension and debarment.

(g) DISADVANTAGED BUSINESS ENTERPRISE

1. Contract Assurance (§ 26.13) - The contractor or subcontractor

shall not discriminate on the basis of race, color, national origin, or sex in the

performance of this contract. The contractor shall carry out applicable

requirements of 49 CFR Part 26 in the award and administration of DOT assisted

contracts. Failure by the contractor to carry out these requirements is a material

http://www.sam.gov/


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breach of this contract, which may result in the termination of this contract or

such other remedy, as the recipient deems appropriate.

2. Prompt Payment (§26.29)- The prime contractor agrees to pay

each subcontractor under this prime contract for satisfactory performance of its

contract no later than {specify number} days from the receipt of each payment the

prime contractor receives from {Name of recipient}. The prime contractor agrees

further to return retainage payments to each subcontractor within {specify the

same number as above} days after the subcontractor's work is satisfactorily

completed. Any delay or postponement of payment from the above referenced

time frame may occur only for good cause following written approval of the

{Name of Recipient}. This clause applies to both DBE and non-DBE

subcontractors.

(h) FEDERAL FAIR LABOR STANDARDS ACT

All contracts and subcontracts that result from this solicitation incorporate the

following provisions by reference, with the same force and effect as if given in full text.

The contractor has full responsibility to monitor compliance to the referenced statute or

regulation. The contractor must address any claims or disputes that pertain to a

referenced requirement directly with the Federal Agency with enforcement

responsibilities.

Requirement Federal Agency with Enforcement Responsibilities

Federal Fair Labor Standards Act (29 USC 201)

U.S. Department of Labor – Wage and Hour Division

(i) LOBBYING AND INFLUENCING FEDERAL EMPLOYEES

The bidder or offeror certifies by signing and submitting this bid or proposal, to

the best of his or her knowledge and belief, that:


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1. No Federal appropriated funds have been paid or will be paid, by or on

behalf of the bidder or offeror, to any person for influencing or attempting to

influence an officer or employee of an agency, a Member of Congress, an officer

or employee of Congress, or an employee of a Member of Congress in connection

with the awarding of any Federal contract, the making of any Federal grant, the

making of any Federal loan, the entering into of any cooperative agreement, and

the extension, continuation, renewal, amendment, or modification of any Federal

contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will

be paid to any person for influencing or attempting to influence an officer or

employee of any agency, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress in connection with this

Federal contract, grant, loan, or cooperative agreement, the undersigned shall

complete and submit Standard Form-LLL, “Disclosure Form to Report

Lobbying,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was

placed when this transaction was made or entered into. Submission of this certification is

a prerequisite for making or entering into this transaction imposed by section 1352, title

31, U.S. Code. Any person who fails to file the required certification shall be subject to a

civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

(j) OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970

All contracts and subcontracts that result from this solicitation incorporate the

following provisions by reference, with the same force and effect as if given in full text.

The contractor has full responsibility to monitor compliance to the referenced statute or

regulation. The contractor must address any claims or disputes that pertain to a


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referenced requirement directly with the Federal Agency with enforcement

responsibilities.

Requirement Federal Agency with Enforcement Responsibilities

Occupational Safety and Health Act of 1970 (20 CFR Part 1910) U.S. Department of Labor – Occupational Safety and Health Administration

(k) RIGHT TO INVENTIONS

All rights to inventions and materials generated under this contract are subject to

requirements and regulations issued by the FAA and the Sponsor of the Federal grant

under which this contract is executed.

(l) TERMINATION OF CONTRACT

In addition to the provisions of Article XI – Termination, the following provisions

are applicable to this Agreement. In the event of a conflict between this Article and

Article XI, this Article XVIII shall govern.

1. The Sponsor may, by written notice, terminate this contract in whole

or in part at any time, either for the Sponsor's convenience or because of failure

to fulfill the contract obligations. Upon receipt of such notice services must be

immediately discontinued (unless the notice directs otherwise) and all materials

as may have been accumulated in performing this contract, whether completed

or in progress, delivered to the Sponsor.

2. If the termination is for the convenience of the Sponsor, an equitable

adjustment in the contract price will be made, but no amount will be allowed for

anticipated profit on unperformed services.

3. If the termination is due to failure to fulfill the contractor's obligations,

the Sponsor may take over the work and prosecute the same to completion by


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contract or otherwise. In such case, the contractor is liable to the Sponsor for any

additional cost occasioned to the Sponsor thereby.

4. If, after notice of termination for failure to fulfill contract obligations,

it is determined that the contractor had not so failed, the termination will be

deemed to have been effected for the convenience of the Sponsor. In such

event, adjustment in the contract price will be made as provided in paragraph 2

of this clause.

e. The rights and remedies of the sponsor provided in this clause are in addition to

any other rights and remedies provided by law or under this contract.

(m) TRADE RESTRICTION

The contractor or subcontractor, by submission of an offer and/or execution of a contract,

certifies that it:

1. is not owned or controlled by one or more citizens of a foreign country

included in the list of countries that discriminate against U.S. firms published by

the Office of the United States Trade Representative (USTR);

2. has not knowingly entered into any contract or subcontract for this

project with a person that is a citizen or national of a foreign country on said list,

or is owned or controlled directly or indirectly by one or more citizens or

nationals of a foreign country on said list;

3. has not procured any product nor subcontracted for the supply of any

product for use on the project that is produced in a foreign country on said list.

Unless the restrictions of this clause are waived by the Secretary of

Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a

contractor or subcontractor who is unable to certify to the above. If the contractor

knowingly procures or subcontracts for the supply of any product or service of a foreign


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country on said list for use on the project, the Federal Aviation Administration may direct

through the Sponsor cancellation of the contract at no cost to the Government.

Further, the contractor agrees that, if awarded a contract resulting from this

solicitation, it will incorporate this provision for certification without modification in

each contract and in all lower tier subcontracts. The contractor may rely on the

certification of a prospective subcontractor unless it has knowledge that the certification

is erroneous.

The contractor shall provide immediate written notice to the sponsor if the

contractor learns that its certification or that of a subcontractor was erroneous when

submitted or has become erroneous by reason of changed circumstances. The

subcontractor agrees to provide written notice to the contractor if at any time it learns that

its certification was erroneous by reason of changed circumstances.

This certification is a material representation of fact upon which reliance was

placed when making the award. If it is later determined that the contractor or

subcontractor knowingly rendered an erroneous certification, the Federal Aviation

Administration may direct through the Sponsor cancellation of the contract or

subcontract for default at no cost to the Government.

Nothing contained in the foregoing shall be construed to require establishment of

a system of records in order to render, in good faith, the certification required by this

provision. The knowledge and information of a contractor is not required to exceed that

which is normally possessed by a prudent person in the ordinary course of business

dealings.

This certification concerns a matter within the jurisdiction of an agency of the

United States of America and the making of a false, fictitious, or fraudulent certification

may render the maker subject to prosecution under Title 18, United States Code, Section

1001.


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(n) TEXTING WHILE DRIVING

In accordance with Executive Order 13513, "Federal Leadership on Reducing Text

Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While

Driving” (12/30/2009), FAA encourages recipients of Federal grant funds to adopt and

enforce safety policies that decrease crashes by distracted drivers, including policies to

ban text messaging while driving when performing work related to a grant or sub-grant.

The Contractor must promote policies and initiatives for employees and other work

personnel that decrease crashes by distracted drivers, including policies to ban text

messaging while driving. The Contractor must include these policies in each third party

subcontract involved on this project.

(o) VETERAN’S PREFERENCE

In the employment of labor (except in executive, administrative, and supervisory

positions), preference must be given to Vietnam era veterans, Persian Gulf veterans,

Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned

and controlled by disabled veterans as defined in Title 49 United States Code, Section

47112. However, this preference shall apply only where the individuals are available and

qualified to perform the work to which the employment relates.