HomeMy WebLinkAboutContract 57268 CSC No.57268
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
JLL VALUATION AND ADVISORY SERVICES, LLC
This Addendum to the Proposal and Engagement Letter and its attached exhibits described
below ("Agreement") is entered into by and between JLL Valuation and Advisory Services, LLC
("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of
licenses ("Addendum").
The Agreement documents shall include the following:
1. This Addendum;
2. The Proposal and Engagement Letter dated March 1, 2022 between the parties;
3. Vendor's Terms and Conditions labeled as Exhibit"A";
4. Vendor's Statement of Assumptions and Limiting Conditions labeled as Exhibit"B"; and
5. The Federal Contract Provisions attached hereto as Attachment A.
The Parties hereby stipulate by evidence of execution of this Addendum below by a
representative of each parry duly authorized to bind the parties hereto,that the parties hereby agree
that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire thirty (30) days
after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Dut. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
OFFICIAL RECORD
Addendum CITY SECRETARY
FT. WORTH, TX
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to
additional terms and conditions, the City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
Addendum Page 2 of 7
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
11. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
Addendum Page 3 of 7
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor.It will be the responsibility
of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement,conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
13. Ownership of Work Product. City shall be the sole and exclusive owner of all
reports,work papers,procedures,guides, and documentation,created,published,displayed, and/or
produced in conjunction with the services provided under this Agreement (collectively, "Work
Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark,
trade secret and other proprietary rights in and to the Work Product. Ownership of the Work
Product shall inure to the benefit of City from the date of conception, creation or fixation of the
Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable
aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the
Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof,
is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as
amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to
the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade
secret, and all other proprietary rights therein, that City may have or obtain, without further
consideration, free from any claim, lien for balance due, or rights of retention thereto on the part
of City.
14. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
15. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is
for less than $100,000,this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Addendum Page 4 of 7
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not
boycott Israel; and (2)will not boycott Israel during the term of the contract.
16. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City,
with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2).To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not
boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
17. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code
(as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more which will be paid wholly or
partly from public funds of the City,with a company (with 10 or more full-time employees)unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and(2)will not discriminate during the term of the contract against a firearm entity or
firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies
that Vendor's signature provides written verification to the City that Vendor: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
18. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
19. Subordination of AGREEMENT to Certain Agreements with Federal Government,
FAA Approval. This Agreement shall be subordinate in all respects to the provisions of any existing
Addendum Page 5 of 7
or future leases or contracts between the CITY and the United States or any agency thereof which
relates to the operation or maintenance of the Airport, the execution of which has been or may be
required as a condition precedent to the expenditure of federal funds for the development,
maintenance, or repair of the Airport. Although this Agreement shall be and become effective upon
the execution hereof by the parties hereto, it shall nevertheless be subject to approval by the FAA,
and the parties hereby covenant and agree to make any modifications or amendments hereto that may
be required to obtain such approval. For purposes of this Agreement, "acceptable cost accounting
system" (see FCP-1) shall include an accounting system that complies with the generally acceptable
accounting practices.
(Signature page follows)
Addendum Page 6 of 7
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
b 8Lmmi7� of this contract,including ensuring all
By: Dana Burghd off(War 18,20 16:000DT) performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: By: Tyler Dale(Mar18,202212:09 CDT)
Name: TylerDale
Approval Recommended:
Title: Airport Project Coordinator
Approved as to Form and Legality:
By:
Name: Roger Venables
Title: Aviation Department Director By:
Name: Thomas R.Hansen
Attest: Title: Assistant City Attorney
Contract Authorization:
C��� M&C:
J�l otte&Goo da ll(M a r 18,202216' CDT)
By: ,aa4��n-4
Name: Jannette S. Goodall 0100°FART Za
Title: City Secretary a� °°O
ij�o °000 o--�d
0 d
°
P� 0 *�
00 °00000000
° fy
(Ind�EXASoap
VENDOR:
JLL Valuation and Advisory Services, LLC
By:
Name: David R.Dominy
Title: Managing Director,Infrastructure
Date: March 17, 2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 7 of 7
(()O)JLL
David R.Dominy,MAI,CRE, FRICS
Managing Director
National Practice Lead-Infrastructure
4200 Westheimer,Suite 1400
Houston,TX 77027
+1 713 243 3333
David.Dominy@am.jll.com
March 1,2022
Roger Vena bles
Aviation System Director
City of Fort Worth
Meacham International Airport
201 American Concourse,Suite 330
Fort Worth,TX 76106
Roger.Vena bles(a)fortworthtexas.gov
+1 817 313 2780
RE: Valuation&Advisory Services for the Property: Alliance Airport Avigation Easement Rights Impact-2
Subdivisions:Rivers Edge located north of Alliance Airport and Woodland Springs located south of Alliance,
Fort Worth,Tarrant County,TX
Dear Mr.Venables,
JLL Valuation & Advisory Services, LLC (JLL VA) is pleased to provide this proposal and engagement letter for
valuation and advisory services regardingthe Property.
PROPERTY IDENTIFICATION: 2 Subdivisions: Rivers Edge located north of Alliance Airport and Woodland Springs
located south of Alliance,Fort Worth,Tarrant County,TX
PROPERTYTYPE: Residential
INTE REST APPRAISED: Effect on Fee Simple Value
INTENDED USERS: City of Fort Worth-Meacham International Airport[NO OTHER USERS ARE
INTENDED BY JLL VALUATION&ADVISORY SERVICES, LLC.]
INTENDED USE: Determination of Just Compensation
VALUES PROVIDED: "As Is"-Market Rent
VALUATION DATE: As of the current date
APPRAISAL STANDARDS: Uniform Standards of Professional Appraisal Practice(USPAP) by the Appraisal
Foundation,the Code of Professional Ethics and Standards of Professional
Appraisal Practice of the Appraisal Institute
PROPERTY INSPECTION: JLL VA will conduct a physical inspection of the Property.
VALUATION APPROACHES: Sales only
REPORT OPTION: Consulting Report
FEE: $9,500
ExPENSES: The fee includes the expenses related to this engagement.There will be no
added charges for travel,delivery fees or report production costs.
RETAINER: No Retainer
1
)0) JLL ���� JLL Valuation&Advisory Services, LLC
� � City of Fort Worth-Meacham International Airport I Engagement Letter
FINAL PAYMENT: JLL VA will provide a final invoice with the delivery of our first report.The
invoice is due and payable within 30 days of delivery.The entirety of our fee is
earned upon delivery of the first report.
DELIVERY DATE: 30 Delivery Days from receiving the executed engagement letter and retainer
(if applicable). Delays in obtaining the data needed to complete this
assignment or delays in accessing the property for inspection (if applicable)
may result in delays in the date our analysis is completed and delivered.
DELIVERY METHOD: A PDF of the report(s)will be delivered to the client contact identified on this
engagement letter.Two hard copies are available at client's request.
Additional copies can be requested at$250 per copy.
NOTES:
or-
Title Hourly Rate
Managing Director $600
Executive Vice President $450
Senior Vice President $300
Vice President $250
Associate $200
Analyst $150
Project Coordinator $85
This engagement letter is subject to the General Terms and Conditions attached to this letter as Exhibit A,the
Statement of Assumptions and Limiting Conditions attached to this letter as Exhibit B.
Upon your acceptance of this Agreement,we will forward our information request and coordinate a property
inspection.We will update you within 48 hours of receiving the signed engagement to confirm our information
request was provided and a property inspection is scheduled.
We appreciate the opportunity to be of service. Providing white-glove service and the least amount of disruption
at the property is our top priority.
Sincerely,
JLL VALUATION&ADVISORY SERVICES,LLC
David R. Dominy
Managing Director
+1713 243 3333
David.Dominy@am.jll.com
2
)0)JLL ���� JLL Valuation&Advisory Services, LLC
� � City of Fort Worth-Meacham International Airport I Engagement Letter
AGREED AND ACCEPTED BY:
115 L5=�� M a r 18, 2022
Dana Burghdoff(War 18,20 16:00 CDT)
Signature Date
Dana Burghdoff Dana.burghdoff@fortworthtexas.gov
Printed Name Email Address
Assistant City Manager 817-392-8018
Title Phone Number
PROPERTY CONTACT:
Printed Name Email Address
Company Phone Number
3
J L L c���N� JLL Valuation &Advisory Services, LLC
(()0) e"� City of Fort Worth-Meacham International Airport I Exhibit A
ExhibitA 4. DELAY
Terms and Conditions We are not responsible for any delay in our
performance of the Services if caused by any
event beyond ou r reasonable control,orforany
1. INTRODUCTION delay caused byyourfailureto comply with the
1.1 These Terms and Conditions supplementthe agreement.
proposal,agreement,letter of engagement or
email(the"engagement")between JLLValuation
and Advisory Services,LLC and the Client 5. FEES, EXPENSES AND PAYMENT
indicated in the engagementthat sets out details 5.1 Ourfee in its entirety is earned upon delivery of
of the Services to be provided to the Client.All the first report.We will invoice you at time of
capitalized terms in this exhibit have the delivery for any outstanding balance.
meanings given to them in the engagement 5.2 You agree that your obligation to pay the Fee is
unless given a different meaning in this exhibit. not contingent upon the results,conclusions or
These Terms and Conditions,togetherwith the recommendations we provide.
engagement and all other exhibits,schedules and 5.3 If we are asked to invoice any other party,you
riders to the engagement,are collectively called agree to settle our invoice immediately if the
the"agreement". other party does not do so within 30 days of the
date of the invoice.
5.4 Delinquent payments under the agreement will
2. SERVICES earn interest at the rate of one and one-half
2.1 We will provide the Services using reasonable care percent(1-112%)per month from the date due
and skill. until paid,or if lower,the maximum rate
2.2 We may make changes to the Services if necessary permitted by law. If the Fee or any part of it
to comply with any law or safety requirement.We remains unpaid 30 days after it was due,you may
will notify you if that happens.Otherwise,JLL and not use any reportorworkproductwe havedelivered to
the Client must agree in writing to any changes to you forany reason.
the Services,the Fees,or any other provision of 5.5 If you terminate this agreement before the
the agreement. Services are completed,you will pay us,no later
than the termination date,a reasonable fee
3. CLIENT OBLIGATIONS proportionate to the part of the Services
3.1 You agree to give us all documents and other performed to the date of termination.
information that we advise you are reasonably 5.6 Our rights under Section 5.3 and 5.4 are in
necessary for us to provide the Services. addition to,and will not limit,our right to pursue
3.2 You will maintain adequate property and public any other rights and remedies underthe
liability insurance to reasonably insure property agreement or at law or in equity.
that you own or occupy and any activities on that
property.You will obtain all necessary licenses, 6. INDEMNITY
permissions and consents which may be required You agree to indemnify and defend us and hold us
to enable us to perform the Services(otherthan harmless from any loss,liability or expense
professional licenses that we are required to (including attorneys'fees)arising from a third
maintain to perform the Services).You are party action,claim or proceeding("Loss")that we
responsible to keep your property in a safe suffer arising out of the agreement or the Services,
condition so that we may perform the Services in other than Loss that a court of competent
reasonable safety. jurisdiction has determined was the result of our
3.3 You will notify us promptly if you believe any negligence or willful misconduct.We agree to
information you have provided is incomplete or indemnify and defend you and hold you harmless
inaccurate. from any Loss thatyou suffer arising out of our
negligent performance of Services under the
2
)0)JLL �f�� ALL Valuation &Advisory Services, LLC
City of Fort Worth- Meacham International Airport
1 Exhibit A
agreement,otherthan Loss that is found by a pursuant to Uniform Standards of Professional
court of competent jurisdiction to result from your Appraisal Practice,and do not undertake to
negligence or willful misconduct. evaluate any such compliance.You
acknowledge that many factors in addition to
7. EXCLUSIONS OF, AND LIMITATIONS ON, property value must be considered to determine
LIABILITY Stark or anti-kickback law compliance,and
7.1 EACH OF JLL AND THE CLIENT WAIVES ANY agree that any reports and work product we
CLAIMS AGAINST EACH OTHER FOR LOSS OF deliver make no opinion or representation that
PROFITS,CONSEQUENTIAL,PUNITIVE, any transaction involving property we appraise
EXEMPLARY OR SIMILAR DAMAGES IN is compliant with Stark law or any anti-kickback
CONNECTION WITH THE AGREEMENT.IN NO law.
EVENT SHALL JLL'S LIABILITY IN CONNECTION
WITH THE AGREEMENT EXCEED THE FEE PAID TO 10. CONFIDENTIALITY
JLL HEREUNDER. 10.1 We each agree to maintain the confidentiality of
each other's confidential information and will
8. TERMINATION not disclose any information received in
8.1 Eitherof us mayterminatethe agreement confidencefrom each other,until two years after
without reason by giving 30 days'advance termination orexpiration of the agreement,
written notice to the other. except where required to do so by law.
8.2 Either of us may terminate the agreement 10.2 Any report or other work product that we deliver
immediately if the other breaches the to you in connection with the Services is
agreement and fails to remedy the breach within confidential and maybeused byonlyyou,unlesswe
10 days of notice by the non-breaching party. agree otherwise in writing.
8.3 We may terminate the agreement immediatelyfor
any of the following reasons: 11. INTELLECTUAL PROPERTY RIGHTS
(a) We cannot provide any of the Services due to 11.1 We retain all copyright(and other intellectual
conditions beyond our reasonable control. property rights)in all materials,reports,systems
(b) In our reasonable opinion,there is and other deliverables which we produce or
insufficient information available to provide develop forthe purposes of the agreement,or
a report or other work product that meets which we use to provide the Services.
our standards. 11.2 You will not reproduce or copy any part of any
(c) A conflict of interest arises which prevents report or other work product we produce as part
us from acting foryou. of the Services without our prior written consent.
(d) You have asked us to provide reports orwork
productthatwedo not consider to be
accurate. 12. GENERAL
12.1 The agreement may be modified only by a
written agreement signed by both of us.Liability
9. ASSUMPTIONS AND LIMITATIONS accruing before the agreement terminates or
9.1 Any report or other work product we deliver as expires will survive termination or expiration.
part of the Services will be subject to our 12.2 The agreement states the entire agreement,and
standard Statement of Assumptions and supersedes all prior agreements,between you
Limiting Conditions,provided as an exhibit and and JLL with respect to the matters described in
as part of the agreement,which will be the agreement.
incorporated into the report orwork product. 12.3 If a court determines that any part of the
9.2 We understand that you may wish to use the agreement is unenforceable,the remainder of
report or other work product we deliver as part the agreement will remain in effect.
of the Services to support your Stark law and 12.4 The agreement is governed by the laws of the
Anti-Kickback compliance process.Our reports State of Illinois. Each of us irrevocably submits
and work product are appraisals prepared
3
)0)JLL �f�� JLL Valuation &Advisory Services, LLC
City of Fort Worth- Meacham International Airport
1 Exhibit A
to the exclusive jurisdiction of the courts of that the extent a loss is attributable to JLL VA's
State. negligence.
12.5 The agreement may be executed in multiple 12.16 Sections 5,6,7,10,11,12.1,13,17 and 18 will
counterparts. survive termination of the agreement.
12.6 No director,officer,agent,employee or
representative of either of us has any personal 13. USE OF DATA AND DATA PROTECTION
liability in connection with the agreement. 13.1 You agree as follows:(i)The data we collect in
12.7 Neither of us may assign or transfer any rights or
obligations underthe agreementwithoutthe connection with the agreement will remain our
prior written approval of the other.We each property.(ii)We and our affiliates may utilize,
agree to be reasonable in evaluating such a sell and include data you have provided (either
in the aggregate or individually)in the databases
request for approval.
of JLL and its affiliates and for use in derivative
12.8 If there is any conflict between the terms of the
letter and this exhibit,the terms of the letter will products.(iii)We may utilize all data already in
the public domain on an unrestricted basis.
prevail. 13.2 In order for us to provide the Services,we may
12.9 If either of us fails to enforce any provision or
exercise any right under the Agreement at any need to record and maintain in hard copy
and/or in electronic form,information regarding
time,that failure will not operate as a waiver to
the Client,its officers and any other individuals
enforce that provision or to exercise that right at
any other time. connected with the Client(collectively"Data
12.10 The agreement does not establish any Subjects").We may also verify the identity of
Data Subjects,which could include carrying out
partnership orjoint venture between us,or
make either of us the agent of the other. checks with third parties such as credit
12.11 A person who is not a party to the agreement reference,anti-money laundering or sanctions
checking agencies.
does not have any rights to enforce its terms
unless specifically agreed in writing. 13.3 We may use all information that we hold
12.12 Neither of us may publicize or issue any specific regarding Data Subjects to provide the Services.
information to the media about the Services or We may also use and share it with third parties
the agreement without the written consent of for other purposes as described in our Privacy
Statement available at www.jll.com.We may use
the other.
12.13 Each represents to the other that it is not a both commercially available and proprietary
person or entity with whom U.S.entities are software programs to perform the Services(web
based and others).
restricted from doing business under regulations
of the Office of Foreign Asset Control("OFAC")of
the Department of the Treasury(including those 14. SPECIAL EXPERTS
named on OFAC's Specially Designated and 14.1 If you request our assistance in hiring a special
Blocked Persons List)or under any statute, expert to contribute to any assignment(such as
executive order or other governmental action. a surveyor,environmental consultant,land
Each of us agrees to comply with all applicable planner,architect,engineer,business,personal
laws,statutes,and regulations relating to anti- property,machinery and equipment appraiser,
bribery and anti-corruption. among others),you will perform your own due
12.14 If either party does not comply with the diligence to qualify the special expert.You will
obligations under the agreement and legal be responsible to pay for the services of the
action is commenced to enforce the rights under special expert.
the agreement,the losing party will reimburse 14.2 We not responsible forthe actions and findings
the prevailing party reasonable costs(including of any special expert.You agree to indemnify
attorneys'fees),associated with such action. and defend us and hold us harmless from all
THE PARTIES HEREBY WAIVE TRIAL BY JURY. damages that may arise out of your reliance on
12.15 Upon request by you,we will provide any special expert.
commercial general liability additional insured
coverage to the property owner or its affiliates to
4
)0)JLL �f�� JLL Valuation &Advisory Services, LLC
City of Fort Worth- Meacham International Airport
1 Exhibit A
15. CONFLICTS POLICY a consequence of disclosure requirements that
JLL adheres to a strict conflict of interest apply to the Client,does not become an
policy. If we learn of a conflict of interest,we intended user of this report unless the Client
will notify you and recommend a course of specifically identified them at the time of the
action to resolve the conflict. If we learn of a engagement.
conflict that we do not believe can be resolved, 18.2 You will not use any such report orwork product
we may terminate the agreement without in connection with any public documents.You
penalty. will not refer to JLL in any public documents
without our priorwritten consent.We may give
or withhold our consent in our sole discretion for
16. FIRREA REQUIREMENTS any purpose underthis Section 18.
Federal banking regulations require banks and 18.3 Notwithstanding the foregoing,JLL understands
other lending institutions to engage appraisers that applicable law in eminent domain
where FIRREA compliant appraisals must be proceedings may require you to disclose our
used in connection with mortgage loans or other reports and work product to landowners and to
transactions involving federally regulated otherwise make our reports and work product
lending institutions.Given that requirement,any available to the public. To the extent required
report produced by JLL under the agreement,if by applicable law,JLL consents to such
ordered independent of a financial institution or disclosure. However,you and onlyyou,and no
agent,might not be FIRREA compliant or such landowner or other person or entity,may
acceptable to a federally regulated financial rely on our reports or our work product.
institution.
19. LITIGATION MATTERS
17. USPAP REQUIREMENTS 19.1 We are not required to testify or provide court-
The Ethics Rule of the Uniform Standards of related consultation or to be in attendance in
Professional Appraisal Practice("USPAP") court unless we have agreed to do so in the
requires us to disclose to you any prior services agreement or otherwise in writing,or if required
(appraisal or otherwise)performed within three by law.
years prior to the date of this letter by the 19.2 If we receive a subpoena or otherjudicial
individual JLL appraiserwho will be performing command to produce documents or to provide
Services for the Property.We represent that to testimony in a lawsuit or proceeding regarding
our knowledge,that JLL has not provided prior the agreement,we will notify you if allowed by
services within the designated disclosure period, law to do so. However,if we are not a party to
outside of what we have identified. these proceedings,you agree to compensate us
for our professional time at the then prevailing
18. USE OF WORK PRODUCT AND RELIANCE hourly rates of the personnel respondingtothe
18.1 You agree that any report or other work product subpoena or providing testimony,and to
we produce in connection with the Services are reimburse us for our actual expenses incurred in
foryour use only,and only forthe purpose responding to any such subpoena orjudicial
indicated in the agreement.No person or entity command,including attorneys'fees,if any,as
other than the Client may use or rely on any such they are incurred.
report or work product unless we consent
otherwise in writing,even if such reliance is
foreseeable.Any person who receives a copy of v.10_22_2020
any report or otherwork product we produce as
5
)0)JLL �f`�� .1LL Valuation &Advisory Services, LLC
City of Fort Worth-Meacham International Airport
Exhibit B
Exhibit B
Statement of Assumptions and Limiting Conditions
1. All reports and work product we deliver to you(collectively called"report") represents an opinion of value,
based on historical information and forecasts of market conditions.Actual results may vary from those forecast
in the report.There is no guaranty orwarranty that the opinion of value reflects the actual value of the property.
2. The conclusions stated in our report apply only as of the effective date of the appraisal,and no representation is
made as to the effect of subsequent events.Assessed values may change significantly and unexpectedly over
short periods.We are not liable for any conclusions in the report that may be different if there are subsequent
changes in value.We are not liable for loss relating to reliance upon our report more than three months after its
date.
3. There may be differences between projected and actual results because events and circumstances frequently
do not occur as predicted,and those differences may be material. We are not liable for any loss arising from
these differences.
4. We are not obligated to predict future political,economic or social trends. We assume no responsibility for
economic factors that may affect or alter the opinions in the report if the economic factors were not present as
of the date of the letter of transmittal accompanying the report.
5. The report reflects an appraisal of the property free of any liens or encumbrances unless otherwise stated.
6. We assume responsible ownership and competent property management.
1. The appraisal process requires information from a wide variety of sources.We have assumed that all
information furnished by others is correct and complete,up to date and can be relied upon, but no warranty is
given for its accuracy.We do not accept responsibility for erroneous information provided by others.We assume
that no information that has a material effect on our appraisal has been withheld.
8. We assume the following,unless informed to the contrary in writing:Each property has a good and marketable
title.All documentation is satisfactorily drawn and that there are no encumbrances,restrictions,easements or
other adverse title conditions,which would have a material effect on the value of the interest under
consideration. There is no material litigation pending involving the property. All information provided by the
Client,or its agents,is correct,up to date and can be relied upon.We are not responsible for considerations
requiring expertise in otherfields,including but not limited to: legal descriptions,interpretation of legal
documents and other legal matters,geologic considerations such as soils and seismic stability,engineering,or
environmental and toxic contaminants. We recommend that you engage suitable consultants to advise you on
these matters.
9. We assume that all engineering studies correct.The plot plans and illustrative material in the report are
included only to help the readervisualize the property.
10. We assume that there are no hidden or unapparent conditions of the property,subsoil or structures that render
it more or lessvaluable.We are not responsible forsuch conditions or for obtaining the engineering studies that
may be required to discoverthem.
11. We assume that the property is in full compliance with all applicable federal,state,and local environmental
regulations and laws unless the lack of compliance is stated,described,and considered in the report.We have
not made or requested any environmental impact studies in conjunction with the report.We reserve the right to
6
)0)JLL �f`�� .1LL Valuation &Advisory Services, LLC
City of Fort Worth-Meacham International Airport
Exhibit B
revise or rescind any opinion of value that is based upon any subsequent environmental impact studies.If any
environmental impact statement is required by law,the report assumes that such statement will be favorable
and will be approved bythe appropriate regulatory bodies.
12. Unless otherwise stated in the report,you should assume that we did not observe any hazardous materials on
the property. We have no knowledge of the existence of such materials on or in the property;however,we are
not qualified to detect such substances,and we are not providing environmental services. The presence of
substances such as asbestos,urea-formaldehyde foam insulation and other potentially hazardous materials
may affect the value of the property. Our report assumes that there is no such material on or in the property
that would cause a loss in value. We do not assume responsibility forsuch conditions or for any expertise or
engineering knowledge required to discover them. We encourage you to retain an expert in this field,if desired.
We are not responsible for any such environmental conditions that exist or for any engineering or testing that
might be required to discover whether such conditions exist.We are not experts in the field of environmental
conditions,and the report is not an environmental assessment of the property.
13. We may have reviewed available flood maps and may have noted in the report whether the property is generally
located within or out of an identified Special Flood Hazard Area.However,we are not qualified to detect such
areas and therefore do not guarantee such determinations.The presence of flood plain areas and/orwetlands
may affect the value of the property. Any opinion of value we include in our report assumes that flood plain
and/or wetlands interpretations are accurate.
14. We have not made a specific surveyor analysis of the property to determine whether it is in compliance with the
Americans with Disabilities Act("ADA"),Stark law or any anti-kickback laws.We claim no expertise in such issues
and render no opinion regarding compliance of you or the property with ADA,Stark law or anti-kickback law or
regulations.
15. We assume that the property conforms to all applicable zoning and use regulations and restrictions unless we
have identified,described and considered a non-conformity in the report.
16. We assume that all required licenses,certificates of occupancy,consents,and other legislative or administrative
authority from any local,state,or national government or private entity or organization have been or can be
obtained or renewed for any use on which the opinion of value contained in the report is based.
11. We assume that the use of the land and improvements is confined within the boundaries or property lines of the
property described and that there is no encroachment ortrespass unless noted in the report.
18. We have not made any investigation of the financial standing of actual or prospective tenants unless specifically
noted in the report.Where properties are valued with the benefit of leasing,we assume,unless we are informed
otherwise,that the tenants are capable of meeting theirfinancial obligations under the leases,all rent and other
amounts payable underthe leases have been paid when due,and that there are no undisclosed breaches of the
leases.
19. We did not conduct a formal survey of the property and assume no responsibility for any survey matters.The
Client has supplied the spatial data,including sketches and/or surveys included in the report,and we assume
that data is correct,up to date and can be relied upon.
20. Unless otherwise stated,the opinion of value included in our report excludes any additional value attributable
to goodwill,orto fixtures and fittings which are only of value,in situ,to the present occupier.We have made no
allowance for any plant,machinery or equipment unless they form an integral part of the building and would
normally be included in a sale of the building.We do not normally carry out or commission investigations into
the capacity or condition of services being provided to the property.We assume that the services,and any
7
)0)JLL �f`�� .1LL Valuation &Advisory Services, LLC
City of Fort Worth-Meacham International Airport
Exhibit B
associated controls or software,are in working order and free from defect.We also assume that the services are
of sufficient capacity to meet current and future needs.
21. In the case of property where construction work is in progress,such as refurbishment or repairs,orwhere
developments are in progress,we have relied upon cost information supplied to us by the Client or its
appointed experts or upon industry accepted cost guides. In the case of property where construction work is in
progress,or has recently been completed,we do not make allowance for any liability already incurred, but not
yet discharged,in respect of completed work,or obligations in favor of contractors,subcontractors or any
members of the professional or design team.We assume the satisfactory completion of construction,repairs or
alterations in a workmanlike manner.
22. Any allocation in the report of value between the land and the improvements applies only underthe stated
program of utilization. The separatevalues allocated to the land and buildings must not be used in conjunction
with any other appraisal and are invalid if so used.
23. The report is confidential to the party to whom it is addressed and those other intended users specified in the
report for the specific purpose to which it refers. Use of the report for any other purpose or use by any party not
identified as an intended user of the report without our prior written consent is prohibited,and we accept no
responsibility for any use of the report in violation of the terms of this Agreement.
24. We are not required to testify or provide court-related consultation orto be in attendance in court unless we
have agreed to do so in writing.
25. Neither the whole report, nor any part,nor reference thereto,maybe published in any manner without our prior
written approval.
26. We may rely on,and will notverify,the accuracy and sufficiency of documents,information and assumptions
provided to it by the Client or others.We will not verify documents,information and assumptions derived from
industrysources orthat JLL or its affiliates have prepared in the regularcourse of business.We are not liable for
any deficiency in the report arisingfrom the inaccuracy or insufficiency of such information,documents and
assumptions.However,our reportwill be based on our professional evaluation of all such available sources of
information.
21. JLL IS NOT LIABLE TO ANY PERSON OR ENTITY FOR LOSS OF PROFITS,CONSEQUENTIAL,PUNITIVE,EXEMPLARY
OR SIMILAR DAMAGES IN CONNECTION WITH THISAGREEMENT. IN NO EVENT SHALL THE LIABILITY OFJLLAND
ITSAFFILIATES IN CONNECTION WITH THISAGREEMENT EXCEED THE FEE PAID TO JLL HEREUNDER.
28. Unless expressly advised to the contrary,we assume that appropriate insurance coverage is and will continue to
be available on commercially acceptable terms.
29. We assume that no material changes in any applicable federal,state or local laws,regulations or codes
(including,without limitation,the Internal Revenue Code)are anticipated.
30. We may determine during the course of the assignment that additional Hypothetical Conditions and
Extraordinary Assumptions may be required in orderto complete the assignment.The report will be subject to
those Hypothetical Conditions and Extraordinary Assumptions. Each person that is permitted to use the report
agrees to be bound by all the Assumptions and Limiting Conditions and any Hypothetical Conditions and
Extraordinary Assumptions stated in the report.
v.10_22_2020
8
ATTACHMENT A
FORT WORTH,.)
City of Fort Worth
Federal Contract Provisions
FCP-1 ACCESS TO RECORDS AND REPORTS
The Contractor must maintain an acceptable cost accounting system.The Contractor agrees to provide the
Owner, 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
contract for a period of not less than three years after final payment is made and all pending matters are
closed.
FCP-2 BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the Contractor may result in the suspension
or termination of this contract or such other action that may be necessary to enforce the rights of the parties
of this agreement.
Owner will provide Contractor written notice that describes the nature of the breach and corrective actions
the Contractor must undertake in order to avoid termination of the contract. Owner reserves the right to
withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to
terminate the contract.The Owner's notice will identify a specific date by which the Contractor must correct
the breach. Owner may proceed with termination of the contract if the Contractor fails to correct the breach
by the deadline indicated in the Owner's notice.
The duties and obligations imposed by the Contract Documents 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.
FCP-3 GENERAL CIVIL RIGHTS PROVISIONS
The Contractor agrees to 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 disability be excluded from participating in any activity conducted with or benefiting from Federal
assistance.
This provision binds the Contractor and subcontractors from the bid solicitation period through the
completion of the contract.This provision is in addition to that required by Title VI of the Civil Rights Act
of 1964.
FCP-4 CIVIL RIGHTS—TITLE VI ASSURANCES COMPLIANCE WITH
NONDISCRIMINATION REQUIREMENTS:
During the performance of this contract,the Contractor,for itself, its assignees, and successors in interest
(hereinafter referred to as the "Contractor"),agrees as follows:
1. Compliance with Regulations: The Contractor(hereinafter includes consultants)will comply
with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be
amended from time to time,which are herein incorporated by reference and made a part of this
contract.
2. Nondiscrimination: 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
Nondiscrimination Acts and Authorities, including employment practices when the contract
covers any activity,project,or program set forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding or negotiation made by the Contractor for work
to be performed under a subcontract, including procurements of materials, or leases of
equipment,each potential subcontractor or supplier will be notified by the Contractor of the
Contractor's obligations under this contract and the Nondiscrimination Acts and Authorities
on the grounds of race,color,or national origin.
4. Information and Reports: The Contractor will provide all information and reports required
by the Acts, the Regulations, and directives issued pursuant thereto and will permit access
to its books, records, accounts, other sources of information, and its facilities as may be
determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts and Authorities and instructions. Where any
information required of a Contractor is in the exclusive possession of another who fails or
refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal
Aviation Administration,as appropriate,and will set forth what efforts it has made to obtain
the information.
5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-
discrimination provisions of this contract,the sponsor will impose such contract sanctions as
it or the Federal Aviation Administration may determine to be appropriate, including, but
not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor complies;
and/or
b. Cancelling,terminating,or suspending a contract,in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant
thereto. The Contractor will take action with respect to any subcontract or procurement as
the sponsor or the Federal Aviation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided,that if the Contractor becomes
involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Contractor may request the sponsor to enter into any litigation to protect the
interests of the sponsor. In addition, the Contractor may request the United States to enter
into the litigation to protect the interests of the United States.
TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES
During the performance of this contract,the Contractor,for itself,its assignees,and successors in interest
(hereinafter referred to as the"Contractor")agrees to comply with the following non-discrimination statutes
and authorities;including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race,color,national origin);
• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
USC
§ 4601)(prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal-aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended
(prohibits discrimination based on race,creed,color,national origin,or sex);
• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities"to include all of the programs or activities of the Federal-aid recipients,
sub-recipients and contractors,whether such programs or activities are Federally funded or not);
• Titles 11 and III of the Americans with Disabilities Act of 1990, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 —
12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37
and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race,color,national origin,and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures nondiscrimination against minority
populations by discouraging programs,policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs(70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities(20 USC 1681 et seq).
FCP-5 CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards,orders, and regulations issued pursuant to the
Clean Air Act(42 USC § 740-7671q) and the Federal Water Pollution Control Act as amended(33 USC
1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery.
The Owner assumes responsibility for notifying the Environmental Protection Agency(EPA)and the
Federal Aviation Administration.
Contractor must include this requirement in all subcontracts that exceeds$150,000.
FCP-6 RESERVED
FCP-7 RESERVED
FCP-8 RESERVED
FCP-9 CERTIFICATION OF CONSULTANT REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation,the consultant certifies that neither it nor its principals
are presently debarred or suspended by any Federal department or agency from participation in this
transaction.
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING
DEBARMENT
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:
1. Checking the System for Award Management at website: http://www.sam.gov.
2. Collecting a certification statement similar to the Certification of Offerer/Bidder Regarding
Debarment,above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a
higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,
the FAA may pursue any available remedies, including suspension and debarment of the non-compliant
participant.
FCP-10 DISADVANTAGED BUSINESS ENTERPRISES
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 Department of Transportation-assisted contracts. Failure by the
Contractor to carry out these requirements is a material breach of this contract, which may result in the
termination of this contract or such other remedy as the Owner deems appropriate, which may include,
but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non-responsible.
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.
FCP-11 TEXTING WHEN 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), the
Federal Aviation Administration 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 subgrant.
In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for
its employees and other work personnel that decrease crashes by distracted drivers,including policies that
ban text messaging while driving motor vehicles while performing work activities associated with the
project.The Contractor must include the substance of this clause in all sub-tier contracts exceeding$3,500
that involve driving a motor vehicle in performance of work activities associated with the project.
FCP-12 ENERGY CONSERVATION REQUIREMENTS
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy
efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act(42 USC 6201et seq).
FCP-13 EQUAL OPPORTUNITY CLAUSE
During the performance of this contract,the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Contractor will take affirmative action to
ensure that applicants are employed,and that employees are treated during employment,without
regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion,or transfer;recruitment or recruitment advertising;layoff,or termination;rates of pay
or other forms of compensation; and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available to employees and applicants for
employment,notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will,in all solicitations or advertisements for employees placed by or on behalf
of the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race,color,religion, sex,or national origin.
(3) The Contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers'representatives of the Contractor's commitments under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(4) The Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965,and of the rules,regulations,and relevant orders of the Secretary of Labor.
(5) The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965,and by rules,regulations,and orders of the Secretary of Labor,or pursuant
thereto, and will permit access to his books,records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(7) The Contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section
204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided,however,that in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
FCP-14 STANDARD FEDERAL EQUAL EMPLOYMENT
OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS
1. As used in these specifications:
a. "Covered area" means the geographical area described in the solicitation from which this
contract resulted;
b. "Director" means Director, Office of Federal Contract Compliance Programs (OFCCP),
U.S. Department of Labor,or any person to whom the Director delegates authority;
c. "Employer identification number" means the Federal social security number used on the
Employer's Quarterly Federal Tax Return,U.S.Treasury Department Form 941;
d. "Minority" includes:
(1) Black (all persons having origins in any of the Black African racial groups not of
Hispanic origin);
(2) Hispanic (all persons of Mexican,Puerto Rican, Cuban,Central or South American,
or other Spanish culture or origin regardless of race);
(3) Asian and Pacific Islander(all persons having origins in any of the original peoples
of the Far East, Southeast Asia,the Indian Subcontinent,or the Pacific Islands); and
(4) American Indian or Alaskan native (all persons having origins in any of the original
peoples of North America and maintaining identifiable tribal affiliations through
membership and participation or community identification).
2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work
involving any construction trade, it shall physically include in each subcontract in excess
of
$10,000 the provisions of these specifications and the Notice which contains the applicable goals for
minority and female participation and which is set forth in the solicitations from which this contract
resulted.
3. If the Contractor is participating (pursuant to 41 CFR part 60-4.5) in a Hometown Plan
approved by the U.S.Department of Labor in the covered area either individually orthrough an
association,its affirmative action obligations on all work in the Plan area(including goals and
timetables) shall be in accordance with that Plan for those trades which have unions
participating in the Plan. Contractors shall be able to demonstrate their participation in and
compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor
participating in an approved plan is individually required to comply with its obligations under
the EEO clause and to make agood faith effort to achieve each goal under the Plan in each
trade in which it has employees. The overall good faith performance by other contractors or
subcontractors toward a goal in an approved Plan does not excuse any covered contractor's or
subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables.
4. The Contractor shall implement the specific affirmative action standards provided in
paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from
which this contract resulted are expressed as percentages of the total hours of employment and
training of minority and female utilization the Contractor should reasonably be able to achieve
in each construction trade in which it has employees in the covered area.Covered construction
contractors performing construction work in a geographical area where they do not have a
Federal or federally assisted construction contract shall apply the minority and female goals
established for the geographical area where the work is being performed. Goals are published
periodically in the Federal Register in notice form,and such notices may be obtained from any
Office of Federal Contract Compliance Programs office or from Federal procurement
contracting officers. The Contractor is expected to make substantially uniform progress in
meeting its goals in each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement nor the failure by a union with
whom the Contractor has a collective bargaining agreement to refer either minorities or women
shall excuse the Contractor's obligations under these specifications, Executive Order 11246,
or the regulations promulgated pursuant thereto.
6. In order for the non-working training hours of apprentices and trainees to be counted in meeting
the goals,such apprentices and trainees shall be employed by the Contractor during the training
period and the Contractor shall have made a commitment to employ the apprentices and
trainees at the completion of their training, subject to the availability of employment
opportunities. Trainees shall be trained pursuant to training programs approved by the U.S.
Department of Labor.
7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity.
The evaluation of the Contractor's compliance with these specifications shall be based upon
its effort to achieve maximum results from its actions. The Contractor shall document these
efforts fully and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment,intimidation,and coercion
at all sites, and in all facilities at which the Contractor's employees are assigned to work.
The Contractor, where possible, will assign two or more women to each construction
project. The Contractor shall specifically ensure that all foremen, superintendents, and
other onsite supervisory personnel are aware of and carry out the Contractor's obligation to
maintain such a working environment, with specific attention to minority or female
individuals working at such sites or in such facilities.
b. Establish and maintain a current list of minority and female recruitment sources, provide
written notification to minority and female recruitment sources and to community
organizations when the Contractor or its unions have employment opportunities available,
and maintain a record of the organizations' responses.
c. Maintain a current file of the names, addresses, and telephone numbers of each minority
and female off-the-street applicant and minority or female referral from a union, a
recruitment source,or community organization and of what action was taken with respect
to each such individual. If such individual was sent to the union hiring hall for referral and
was not referred back to the Contractor by the union or, if referred, not employed by the
Contractor, this shall be documented in the file with the reason therefore along with
whatever additional actions the Contractor may have taken.
d. Provide immediate written notification to the Director when the union or unions with which
the Contractor has a collective bargaining agreement has not referred to the Contractor a
minority person or female sent by the Contractor, or when the Contractor has other
information that the union referral process has impeded the Contractor's efforts to meet its
obligations.
e. Develop on-the-job training opportunities and/or participate in training programs for the
area which expressly include minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to the Contractor's employment needs,
especially those programs funded or approved by the Department of Labor.The Contractor
shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and
training programs and requesting their cooperation in assisting the Contractor in meeting
its EEO obligations; by including it in any policy manual and collective bargaining
agreement; by publicizing it in the company newspaper, annual report, etc.; by specific
review of the policy with all management personnel and with all minority and female
employees at least once a year;and by posting the company EEO policy on bulletin boards
accessible to all employees at each location where construction work is performed.
g. Review, at least annually, the company's EEO policy and affirmative action obligations
under these specifications with all employees having any responsibility for hiring,
assignment, layoff,termination,or other employment decisions, including specific review
of these items, with onsite supervisory personnel such superintendents, general foremen,
etc., prior to the initiation of construction work at any job site. A written record shall be
made and maintained identifying the time and place of these meetings,persons attending,
subject matter discussed, and disposition of the subject matter.
h. Disseminate the Contractor's EEO policy externally by including it in any advertising in
the news media, specifically including minority and female news media, and providing
written notification to and discussing the Contractor's EEO policy with other contractors
and subcontractors with whom the Contractor does or anticipates doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female, and community
organizations, to schools with minority and female students; and to minority and female
recruitment and training organizations serving the Contractor's recruitment area and
employment needs. Not later than one month prior to the date for the acceptance of
applications for apprenticeship or other training by any recruitment source,the Contractor
shall send written notification to organizations,such as the above,describing the openings,
screening procedures, and tests to be used in the selection process.
j. Encourage present minority and female employees to recruit other minority persons and
women and,where reasonable,provide after school,summer, and vacation employment to
minority and female youth both on the site and in other areas of a contractor's workforce.
k. Validate all tests and other selection requirements where there is an obligation to do so
under 41 CFR part 60-3.
1. Conduct, at least annually,an inventory and evaluation at least of all minority and female
personnel, for promotional opportunities and encourage these employees to seek or to
prepare for,through appropriate training,etc., such opportunities.
in. Ensure that seniority practices,job classifications,work assignments, and other personnel
practices do not have a discriminatory effect by continually monitoring all personnel and
employment related activities to ensure that the EEO policy and the Contractor's
obligations under these specifications are being carried out.
n. Ensure that all facilities and company activities are non-segregated except that separate or
single user toilet and necessary changing facilities shall be provided to assure privacy
between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority
and female construction contractors and suppliers,including circulation of solicitations to
minority and female contractor associations and other business associations.
p. Conduct a review,at least annually,of all supervisor's adherence to and performance under
the Contractor's EEO policies and affirmative action obligations.
8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling
one or more of their affirmative action obligations(7a through 7p). The efforts of a contractor
association,joint contractor union,contractor community,or other similar groups of which the
Contractor is a member and participant may be asserted as fulfilling any one or more of its
obligations under 7a through 7p of these specifications provided that the Contractor actively
participates in the group,makes every effort to assure that the group has a positive impact on
the employment of minorities and women in the industry,ensures that the concrete benefits of
the program are reflected in the Contractor's minority and female workforce participation,
makes a good faith effort to meet its individual goals and timetables, and can provide access
to documentation which demonstrates the effectiveness of actions taken on behalf of the
Contractor.The obligation to comply,however,is the Contractor's and failure of such a group
to fulfill an obligation shall not be a defense for the Contractor's noncompliance.
9. A single goal for minorities and a separate single goal for women have been established. The
Contractor, however, is required to provide equal employment opportunity and to take
affirmative action for all minority groups,both male and female,and all women,both minority
and non-minority.Consequently,if the particular group is employed in a substantially disparate
manner(for example,even though the Contractor has achieved its goals for women generally),
the Contractor may be in violation of the Executive Order if a specific minoritygroup of women
is underutilized.
10. The Contractor shall not use the goals and timetables or affirmative action standards to
discriminate against any person because of race,color,religion, sex,or national origin.
11. The Contractor shall not enter into any subcontract with any person or firm debarred from
Government contracts pursuant to Executive Order 11246.
12. The Contractor shall carry out such sanctions and penalties for violation of these specifications
and of the Equal Opportunity Clause, including suspension, termination, and cancellation of
existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as
amended, and its implementing regulations, by the Office of Federal Contract Compliance
Programs. Any contractor who fails to carry out such sanctions and penalties shall be in
violation of these specifications and Executive Order 11246,as amended.
13. The Contractor,in fulfilling its obligations under these specifications,shall implement specific
affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of
these specifications, so as to achieve maximum results from its efforts to ensure equal
employment opportunity. If the Contractor fails to comply with the requirements of the
Executive Order, the implementing regulations, or these specifications, the Director shall
proceed in accordance with 41 CFR part 60-4.8.
14. The Contractor shall designate a responsible official to monitor all employment related activity
to ensure that the company EEO policy is being carried out, to submit reports relating to the
provisions hereof as may be required by the Government, and to keep records. Records shall
at least include for each employee, the name, address, telephone number, construction trade,
union affiliation if any, employee identification number when assigned, social security
number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of
changes in status,hours worked per week in the indicated trade,rate of pay, and locations at
which the work was performed. Records shall be maintained in an easily understandable and
retrievable form; however, to the degree that existing records satisfy this requirement,
contractors shall not be required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of other laws
which establish different standards of compliance or upon the application of requirements for
the hiring of local or other area residents(e.g.those under the Public Works Employment Act
of 1977 and the Community Development Block Grant Program).
FCP-15 SOLICITATION CLAUSE
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions
of 29 CFR part 201,the Federal Fair Labor Standards Act(FLSA),with the same force and effect as if
given in full text.The FLSA sets minimum wage,overtime pay,recordkeeping,and child labor standards
for full and part-time workers. The Consultant has full responsibility to monitor compliance to the
referenced statute or regulation.The Consultant must address any claims or disputes that arise from this
requirement directly with the U.S. Department of Labor—Wage and Hour Division.
FCP-16 CERTIFICATION REGARDING LOBBYING
The Bidder or Offeror certifies by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief,that:
(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.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all sub-awards at all tiers(including subcontracts,subgrants,and contracts under
grants,loans, and cooperative agreements) and that all sub-recipients shall certify and disclose
accordingly.
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.
FCP-17 PROHIBITION OF SEGREGATED FACILITIES
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments,and that it does not and will not permit its employees
to perform their services at any location under its control where segregated facilities are
maintained. The Contractor agrees that a breach of this clause is a violation of the Equal
Employment Opportunity clause in this contract.
(b) "Segregated facilities,"as used in this clause,means any waiting rooms,work areas,rest rooms and
wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation,
and housing facilities provided for employees that are segregated by explicit directive or are in fact
segregated on the basis of race, color, religion, sex, or national origin because of written or oral
policies or employee custom. The term does not include separate or single-user rest rooms or
necessary dressing or sleeping areas provided to assure privacy between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to
the Equal Employment Opportunity clause of this contract.
FCP-18 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements
of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide
a work environment that is free from recognized hazards that may cause death or serious physical harm
to the employee. The employer retains full responsibility to monitor its compliance and their
subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act
of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain to a
referenced requirement directly with the U.S. Department of Labor—Occupational Safety and Health
Administration.
FCP-19 CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY
AND FELONY CONVICTIONS
The contractor must complete the following two certification statements. The contractor must
indicate its current status as it relates to tax delinquency and felony conviction by inserting a
checkmark ( ) in the space following the applicable response. The contractor agrees that, if
awarded a contract resulting from this solicitation, it will incorporate this provision for
certification in all lower tier subcontracts.
Certifications
The consultant represents that it is ( ) is not ( )a corporation that has any unpaid Federal tax
liability that has been assessed, forwhich all judicial and administrative remedies have been
exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an
agreement with the authority responsible for collecting the tax liability.
1) The consultant represents that it is ( ) is not( )is not a corporation that was convicted of a
criminal violation under any Federal law within the preceding 24 months.
Note
If an Contractor responds in the affirmative to either of the above representations, the Contractor is
ineligible to receive an award unless the sponsor has received notification from the agency suspension
and debarment official (SDO) that the SDO has considered suspension or debarment and determined
that further action is not required to protect the Government' s interests.The Contractor therefore must
provide information to the owner about its tax liability or conviction to the Owner, who will then
notify the FAA Airpolts District Office, which will then notify the agency's SDO to facilitate
completion of the required considerations before award decisions are made.
Term Definitions
Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24)
months of a felony criminal violation under any Federal law and includes conviction of an offense
defined in a section of the U.S. code that specifically classifies the offense as a felony and
conviction of an offense that is classified as a felony under 18 U.S.C. § 3559.
Tax Delinquency:A tax delinquency is any unpaid Federal tax liability that has been assessed,for
which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not
being paid in a timely manner pursuant to an agreement with the authority responsible for
collecting the tax liability.
FCP-20 TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES)
The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and
without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as
explicitly directed by the Owner,the Contractor must immediately discontinue all services affected.Upon
termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models,
drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and
materials prepared by the Contractor under this contract, whether complete or partially complete. Owner
agrees to make just and equitable compensation to the Consultant for work completed in accordance with
this Agreement through the date the Consultant receives the termination. Compensation will not include
anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors
or omissions in documents that are incomplete as a result of the termination action under this clause.
FCP-21 TERMINATION FOR DEFAULT(PROFESSIONAL SERVICES)
Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are
essential to the completion of the work per the terms and conditions of the Agreement. The party initiating
the termination action must allow the breaching party an opportunity to dispute or cure the breach. The
terminating party must provide the breaching party[7]days advance written notice of its intent to terminate
the Agreement. The notice must specify the nature and extent of the breach,the conditions Guidelines for
Contract Provisions for Obligated Sponsors and Airport Improvement Program Projects Issued on June 19,
2018 Page 67 necessary to cure the breach,and the effective date of the termination action.The rights and
remedies in this clause are in addition to any other rights and remedies provided by law or under this
agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for
the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by
Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the
Project; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination,the Consultant must immediately discontinue all services affected
unless the notice directs otherwise.Upon termination of the Agreement,the Consultant must deliver to the
Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates,
summaries, and other documents and materials prepared by the Contractor under this contract, whether
complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant
for satisfactory work completed up through the date the Consultant receives the termination notice.
Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold
Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination
action under this clause.If,after finalization of the termination action,the Owner determines the Consultant
was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the
Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The
Consultant may terminate this Agreement in whole or in part,if the Owner: 1. Defaults on its obligations
under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this
Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the
Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with
Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner
and Consultant cannot reach mutual agreement on the termination settlement,the Consultant may,without
prejudice to any rights and remedies it may have,proceed with terminating all or parts of this Agreement
based upon the Owner's breach of the contract. In the event of termination due to Owner breach, the
Contractor is entitled to invoice Owner and to receive full payment for all services performed or furnished
in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant
through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or
omissions in documents that are incomplete as a result of the termination action under this clause.
FCP-22 TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract,the Offeror—
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 as 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 included on the list of countries that discriminate against U.S. firms as
published by the USTR; and
3)has not entered into any subcontract for any product to be used on the Federal project that is produced
in a foreign country included on the list of countries that discriminate against U.S. firms published by the
USTR.
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 USC Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has become
erroneous by reason of changed circumstances. The Contractor must require subcontractors provide
immediate written notice to the Contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
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 an Offeror or subcontractor:
1)who is owned or controlled by one or more citizens or nationals of a foreign country included on the list
of countries that discriminate against U.S.firms published by the USTR or
2)whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country
on such USTR list or
3)who incorporates in the public works project any product of a foreign country on such USTR list.
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.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in all lower tier subcontracts. The Contractor may rely on
the certification of a prospective subcontractor that it is not a firm from a foreign country included on the
list of countries that discriminate against U.S. firms as published by USTR, unless the Offeror has
knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an
award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous
certification,the Federal Aviation Administration(FAA)may direct through the Owner cancellation of the
contract or subcontract for default at no cost to the Owner or the FAA.
FCP-23 VETERAN'S PREFERENCE
In the employment of labor (excluding executive, administrative, and supervisory positions), the
Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title
49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf
veterans,Afghanistan-Iraq war veterans,disabled veterans, and small business concerns(as defined by
15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are
covered veterans readily available and qualified to perform the work to which the employment relates.