1-PA1858 General - Instructions, Requirements, FAA Provisions, Terms and Conditions.pdf

PROPOSAL INSTRUCTIONS AND REQUIREMENTS

A Proposal is requested by the Dallas Fort Worth International Airport Board (herein called The Airport).

The Airport will receive separate sealed Proposals until the deadline for Proposal submittal. This Section provides information on how to submit a Proposal and other pertinent information regarding this Solicitation. Those who submit proposals are required to read and comply with these instructions.

1 DEFINITIONS

Contractor or Successful Proposer may be used throughout this Solicitation to mean the Proposer that is awarded a Contract as a result of this Solicitation.

2 CONTACT INFORMATION

It is the Proposer’s responsibility to obtain clarification of any information contained herein.

Proposers must submit all questions or requests for clarification ONLY electronically and ONLY to the contact person identified in this Request for Proposal through the third party website (dfwairport.bonfirehub.com). The Solicitation Number must be referenced in all correspondence pertaining to this solicitation. Proposer contact with Airport personnel other than designated Airport Board Solicitation Contact may be cause for Proposal rejection.

3 PRE-PROPOSAL CONFERENCE

3.1 If a Pre-Proposal Conference is held, it shall be open to all interested parties prior to Deadline for Proposal Submittal for the purpose of discussing the requirements of the solicitation and/or to inspect the location where Work is to be performed. All Proposers are strongly encouraged to attend. Proposers may make written inquiries concerning the RFP to obtain clarification of the requirements. Inquiries must be submitted electronically no later than the due date and time identified in the Solicitation. Inquiries received by this deadline, and corresponding answers, will be available to Proposers of record as soon as possible. A response to inquiries is at the sole discretion of the Airport.

3.2 Proposers that do not attend may be required to provide additional information or documentation to validate that they fully understand the Airport’s requirements.

3.3 It is the responsibility of the Proposer to fully understand the scope of work and the conditions under which Work is to be performed. Failure to attend a Pre-Proposal Conference shall not relieve a Proposer from full performance of any Contract awarded to the satisfaction of the Airport. No minutes will be provided for this meeting.

4 ADDENDA AND CLARIFICATIONS

4.1 The Airport may, at its sole discretion, elect to issue changes or clarifications to the Proposal Solicitation. The Airport will issue changes or clarifications in the form of an electronic addendum.

Written addenda shall be the ONLY FORM of amendment to the Solicitation. Other written information or verbal communications, including but not limited to discussion in a Pre-Proposal conference, shall not constitute a change to the requirements of the Solicitation. Addenda, if issued, will be posted for all known prospective Proposers and posted on the Airport’s third party website (www.dfwairport.bonfirehub.com) prior to the date and time of the Deadline for Proposal Submittal.

4.2 The Proposer must acknowledge receipt of any addenda issued in the Requested Information section of the Bonfire website.

5 MINORITY/WOMEN BUSINESS ENTERPRISE (M/WBE)

PA1858 Pension Fund Consulting Services

5.1 The Airport strongly encourages M/WBE (Minority/Women Business Enterprise) firms to participate in this solicitation and encourages joint venture Proposals that include M/WBE-certified firms.

5.2 M/WBE prime Contractors can count their self-performance toward meeting the M/WBE goal, but only for the scope of work and at the percentage level they will self- perform.

5.3 Proposers are directed to review the Special Provisions (Exhibit B) for specific goals and compliance requirements.

5.4 M/WBE Certificates for prime and/or subconsultants. Be sure that the certificates confirm certification as a Minority/Women Business Enterprise (M/WBE) certified by the North Central Texas Regional Certification Agency (NCTRCA), DFW Minority Supplier Development Council or the Women’s Business Council Southwest, other certifications are not acceptable. Companies may hold multiple certifications, but one of those certifications must be as a M/WBE from an authorized certification agency.

6 PROPOSAL PREPARATION

6.1 Submittals: Proposer must submit all Proposal Response Forms, plus all addenda, completed forms, and any requested information and documentation as part of its Proposal. Proposer’s failure to include all submittals may be cause to consider a Proposal non-responsive.

6.2 Endorsing the Proposal: An authorized officer of the Proposing Firm must sign the Proposal.

Signature of the Proposal will signify agreement and compliance with all requirements set forth in this Solicitation except where properly noted in the Proposal Response Forms. Proposers that take exception to the Airport’s General Terms and Conditions, Special Provisions, and/or Specifications shall do so at the risk of Proposal rejection.

6.3 Proposal Language / Currency: Proposers must submit their Proposal in the English language and Proposal pricing must be in Dollars of the United States of America.

6.4 Freight and Shipping: Proposal prices shall include the cost to ship all products and materials to the Dallas Fort Worth International Airport, F.O.B. Destination, Freight Prepaid and Allowed.

6.5 Tax Exempt Status: Purchases by the Airport Board are exempt from sales and use tax under Section 151.309 of the Texas Tax Code (the “Code”). In addition, Contractor purchases of tangible personal property and taxable services for the purpose of reselling them to the Airport under this Contract may also be exempt from sales and use tax under Code Section 151.302.

Where legally permitted, Contractor shall provide the vendor or supplier with a properly executed resale certificate at the time of purchasing tangible personal property and/or taxable services that are to be resold to the Airport under this Contract.

6.6 Acceptance of Specification Requirements: The Airport will presume that the product or service offered complies with each requirement of the specifications unless indicated otherwise. If the product or service offered is different than specified, Proposer must note the difference on an attached document that details the exception(s) to specifications. Failure of the Proposer to make the required acknowledgements may cause the Proposal to be considered non-responsive, in the sole determination of the Airport. Should any product be delivered or service performed which is not as the Successful Proposer has purported it to be in its Proposal, said Successful Proposer will be required to correct any deficiencies without additional cost to the Airport.

6.7 Proposer Requirements: The Proposer must have demonstrated experience in the successful completion of Scope of Work / Specifications of a similar nature and scope. The Successful Proposer must take prime contractor responsibility, including the management and performance of all subcontractors and products (goods) provided.

6.8 Solicitations Including Requirements for Goods

6.8.1 Brand Name or Equal: To establish an understanding of the type products that will be considered responsive to the Specifications, specific manufacturers and series or model numbers may have been referenced. Such brand identification is intended to be descriptive, not restrictive, and is referenced to indicate the quality and characteristics of products that will be satisfactory. Other makes and models may be submitted for consideration provided they are equal in quality, design use, operational size and characteristics.

6.8.2 Proposals offering "equal" products will be considered for award if such products are clearly identified in the Proposals and are determined solely by the Airport to be equal in all material respects to the brand name products referenced.

6.8.3 Proposers must submit upon request by the Airport, complete manufacturer’s descriptive literature and/or samples of the product being offered. This request may be made after receipt of proposals.

6.8.4 Proposers proposing products other than that specifically referenced must be prepared, if requested by the Airport, to fully demonstrate that the proposed products are equivalent to the referenced products and capable of achieving the desired results. Such demonstration(s) shall be made solely at the Proposer’s expense in a manner best representative of the requirements to be met, and at a schedule convenient to the Airport.

6.8.5 Unless the Proposer clearly indicates in its Proposal that it is offering an "equal" product, its Proposal shall be considered as offering the brand name and product model referenced.

6.9 Alternate Proposals: Alternate proposals will not be accepted; only one proposal per proposing firm will be accepted.

6.10 Proposer Costs: Any costs that may be incurred to prepare responses, attend meetings, attend site inspections, provide requested follow-up information, make formal and informal presentations, and / or contract negotiations, if applicable, shall be the sole responsibility of the Proposer.

6.11 Confidential or Proprietary Markings: Any portion of the Proposal that Proposer considers confidential or proprietary information, or to contain trade secrets of Proposing Firm, must be marked accordingly. This marking must be explicit as to the designated information. This designation may not necessarily guarantee the non-release of the information under the Public Information Act or as otherwise required by law, but does provide the Airport with a means to review the issues thoroughly and, if justified, request an opinion by the Attorney General's office prior to releasing any information requested under the Public Information Act.

6.12 Ancillary/Integral Professional Services: In selecting an architect, engineer or land surveyor, etc., to provide professional services, if any, that are required by the specifications, Proposer shall not do so on the basis of competitive bids but shall make such selection on the basis of demonstrated competence and qualifications to perform the services in the manner provided by Section

2254.004 of the Texas Government Code and so shall certify to the Airport with its Proposal.

7 SUBMITTAL OF PROPOSALS

7.1 The Airport will accept Proposals no later than the Deadline for Proposal Submittal in electronic form. The Airport will not consider late proposals. All Proposals submitted in response to this RFP shall become the property of the Airport and will not be returned to the Proposer.

7.2 Proposals must be signed and submitted to the Airport’s third party website. Unsigned or late Proposals will not be considered.

7.3 Proposer must provide all information requested in this Solicitation for a Proposal to be considered responsive.

7.4 All Proposers must organize their response in accordance with the instructions in the Proposal Format Requirements Section of this Solicitation.

7.5 The Solicitation is structured to elicit substantive responses to each question or statement of requirement. Responses such as “Comply” or “Acknowledge” with no explanation are strongly discouraged. Use of such terms will be taken to mean the Proposer agrees to fully comply with the section in the way intended by the Airport.

7.6 Proposal Bond: If a Proposal Bond is required, details will be included in the Special Provisions of this Solicitation. Proposer will be required to submit the original copy of any Proposal Bond required with the original Proposal or otherwise deliver it to the PMM Office prior to the Deadline for Proposal Submittal. This requirement applies since the Proposal is submitted electronically.

Proposal Bonds must be delivered in a sealed envelope bearing the Solicitation Number and Deadline for Proposal Submittal Date and Time.

7.7 Non-Compete Agreements or Clauses: By submission of a proposal or the execution of a contract, Proposer/Contractor agrees that the Airport will not be bound by any non-compete agreements or similar agreements that inhibit the Airport’s right to award and execute a contract to any company that submits a proposal to the Airport.

8 PROPOSAL RECEIPT / EVALUATION OF PROPOSALS

8.1 Responses to this Solicitation (Proposals) become the exclusive property of the Airport.

Proposals will be opened by the Airport so as to avoid disclosure of contents to competing Proposers and kept secret during the process of negotiation. Proposals will not be publicly read. After Contract award, all proposals submitted become a matter of public record and, upon request, shall be open for public inspection, with the exception of those portions of each proposal that are defined by the Proposer as business or trade secrets and are clearly marked as “Trade Secret,” “Confidential” or “Proprietary.”

8.2 After Proposals are opened, they will be evaluated on the basis given in the specifications/Scope of Work and as described in the “Evaluation Criteria” Section of this RFP. Until final award of a contract, the Airport reserves the right to reject any or all Proposals, to waive technicalities, or to proceed with a Contract for the services otherwise as deemed in the Airport’s best interest.

8.3 The Airport reserves the right to require additional information from any or all Proposers and to conduct necessary investigations to determine (a) if the product and/or service offered meets the Airport’s requirements, (b) the quality and reliability of the Proposer’s performance, and/or (c) to determine the accuracy of the Proposal information. As part of said investigations, the Airport may interview and/or visit companies or public entities listed as references.

8.4 The Airport reserves the right to select any/all options that is/are determined to be in its best interests and at the sole discretion of the Airport.

9 PROPOSAL AWARD

9.1 If a Contract is awarded as a result of this Solicitation, it will be made by the Airport to the Proposer whose Proposal is determined to be the most advantageous to the Airport, taking into consideration the relative importance of price and other evaluation factors, as identified in the Evaluation Criteria Section of this Solicitation.

9.2 Proposals shall remain valid during the evaluation process time period including award of the Contract. Typically this time period is a minimum of 120 days however it can run longer than that period.

9.3 The Airport reserves the right to make multiple awards if deemed in its best interest to do so.

10 CONTRACT WITH THE AIRPORT

10.1 The Airport and the Contractor agree to perform this Contract in strict accordance with the documents listed below, all of which are made a part of this contract, in the order of precedence listed. Subject to the order of precedence set forth below, the documents listed constitute the entire Contract between the parties.

• Negotiated Modifications, if applicable

• Addenda, if applicable

• Solicitation Specifications / Scope of Work

• Special Provisions

• General Terms and Conditions

• Contractor’s Bid / Proposal

10.2 Proposer is required to review all the terms, conditions and contract provisions contained in this Solicitation to ensure it can comply with and concurs with all requirements.

10.3 Proposer is required to review any insurance requirements that may be required in the Special Provisions to ensure it has adequate insurance or it will obtain the required insurance if awarded a Contract. Proof of insurance must be submitted before a Contract can be executed and insurance coverage must remain in effect during the term of the Contract.

10.4 Proposer is required to review the payment terms and is advised that, unless other terms are requested and accepted, payment shall be made in accordance with the Texas Prompt Payment Act, including the provision that payment be made within 30 days after receipt of a valid invoice or receipt of products / services in accordance with the specifications, whichever is later.

10.5 Limited Notice to Proceed Procedure. The Airport reserves the right to issue a Limited Notice to Proceed (LNTP) prior to contract execution for the purpose of the contract awardee to begin the specified work. The purpose of the LNTP is to engage the work to meet Airport deadlines and to execute contracts with any subcontractors engaged with the contract. The contract awardee shall proceed with work as directed under the LNTP. While work may proceed under the LNTP, payments shall not be made until the contract is executed. Proposer acknowledges that the contract will not be executed until all submittals, including the subcontract agreements, have been provided to the assigned contract administrator. Fully-executed subcontract agreements are due within thirty (30) business days after receipt of LNTP (receipt is defined as the date of the email or facsimile used to deliver the LNTP letter).

10.6 CERTIFICATE OF INTERESTED PARTIES: Effective January 1, 2016, all contracts approved by the Dallas Fort Worth International Airport Board will require completion of Form 1295 “Certificate of Interested Parties” pursuant to Texas Government Code Section 2252.908.

Contractors/Vendors awarded an Airport Board approved contract, change order, amendment or renewal will be required to submit a signed and notarized copy of the completed Form 1295 to the Airport at the time the Contractor/Vendor submits the signed contract to the Airport. Information regarding how to use the filing application is available on the Texas Ethics Commission website.

Please visit https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm, for more information.

11 DETERMINATION OF NON-RESPONSIBLE PROPOSER

The Airport may disqualify a Proposer as non-responsible and its Proposal shall not be considered for reasons including but not limited to the following.

11.1 Reason for believing collusion exists among the Proposers.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

11.2 Where the Proposer, any subcontractor, supplier, or the Surety on any bond given, or to be given, is in litigation with the Airport, or with either the cities of Dallas or Fort Worth, or where such litigation is contemplated or imminent, in the sole opinion of the Airport.

11.3 The Proposer being in arrears on any existing Contract or having defaulted on a previous Contract.

11.4 Where the Proposer, or subcontractor thereof, in the judgment of the Airport, has failed to perform in a satisfactory manner on a previous contract.

11.5 Where a Proposer or subcontractor thereof has failed to disclose a potential conflict of interest or discovered to have a conflict of interest in accordance the Airport’s Code of Business Ethics.

11.6 Where a Proposer, its subcontractor, or individual officer/principal of the Proposer or subcontractor is under criminal indictment or been convicted of a criminal offense.

12 DETERMINATION OF NON-RESPONSIVE PROPOSAL

The Airport may disqualify a Proposal as non-responsive and it shall not be considered for reasons including but not limited to the following:

12.1 Proposal received after the time limit for receiving Proposals.

12.2 Proposal was not signed.

12.3 Improper or insufficient Proposal guaranty, if required.

13 REJECTION OF PROPOSALS

13.1 The Airport will automatically reject any Proposal that is submitted after the Deadline for Proposal Submittal, and return it unopened.

13.2 Until a Contract is executed, the Airport reserves the right to reject any or all Proposals, to waive technicalities, to re-advertise, to decline to proceed or to otherwise proceed with procurement of goods and services herein defined by other method(s) allowed by law and in the best interests of the Airport.

14 WITHDRAWING PROPOSALS

14.1 Proposer, by submitting a proposal, warrants and guarantees that the proposal has been carefully reviewed and checked and that it is in all things true, accurate and free of mistakes. If a mistake is made, Texas Local Government Code 252.045(g) states “A proposal that has been opened may not be changed for the purpose of correcting an error in the proposal price.” However, this Code Section does not change the common law right of a proposer to withdraw a proposal due to material mistake in the proposal.

14.2 Proposer must submit a request to withdraw a proposal in writing to the Vice President of Procurement and Materials Management. The written request to withdraw a proposal must state the reason for withdrawal request and, if the request is made after deadline for proposal submittal, the details of the material mistake must be included in the request. A proposal for which withdrawal is properly requested prior to deadline for submittal will be returned to the Proposer unopened.

14.3 If the Proposer elects to withdraw its proposal and withdrawal is accepted by the PMM Vice President or Designee, then the proposal will become null and void. The proposal will not be eligible to be reinstated.

END OF PROPOSAL INSTRUCTIONS AND REQUIREMENTS

FEDERAL AVIATION ADMINISTRATION (FAA) REQUIRED PROVISIONS

1 GENERAL CIVIL RIGHTS PROVISONS – See A5.3.1 and A5.3.2 of Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects, Issued on May 24, 20231

In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

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

The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

2 TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES – See A6.4.1 of Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects, Issued on May 24, 2023

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 UFC § 794 et seq.), as amended (prohibits discrimination of the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);

• 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 § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (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)

1 Available online: https://www.faa.gov/sites/faa.gov/files/2023-05/combined-federal-contract-provisions-2023-05-24.pdf https://www.faa.gov/sites/faa.gov/files/2023-05/combined-federal-contract-provisions-2023-05-24.pdf 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 (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. 74087 (2005)];

• 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.)

3 COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS – See A6.4.2 of Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects, Issued on May 24, 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, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability 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:

5.1 Withholding payments to the Contractor under the contract until the Contractor complies;

and/or

5.2 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 United States to enter into the litigation to protect the interests of the United States.

4 FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) – See A17.3 of Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects, Issued on May 24, 2023

All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, et seq, 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 [Contractor | Consultant] has full responsibility to monitor compliance to the referenced statute or regulation. The [Contractor | Consultant] must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

5 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 – See A20.3 of Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects, Issued on May 24, 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 (29 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.

END OF FEDERAL AVIATION ADMINISTRATION (FAA) REQUIRED PROVISIONS

GENERAL TERMS AND CONDITIONS

1 ASSIGNMENT

The Contractor is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of the Contract or its rights, title, or interests therein, or its power to execute such agreement to any other person, company, or corporation without the prior approval, in writing, by the Dallas Fort Worth International Airport Board’s (Airport) Vice President of Procurement and Materials Management Department (PMM), whose approval shall be discretionary. Such consent shall not relieve the assignor of liability in the event of default by its assignee.

2 CHANGES IN CONTRACT

The Airport reserves the right to make changes in the scope of the Work as may be considered necessary or desirable, and Contractor shall perform the Work as altered, whether increased or decreased, for a new Contract price equitably adjusted to reflect the changes. No allowance will be made for anticipated profits where the scope of the Work has been diminished. All Contract changes must be executed in writing by Contract Change Order signed by the Vice President of PMM or designee from the PMM Department. Payment will be made only for actual quantities of products delivered or Work performed.

3 CODE OF BUSINESS ETHICS

3.1 All Airport employees must adhere to the Airport’s Code of Business Ethics, which is included in this Section by reference. The Contractor is therefore prohibited from offering or providing Airport employees, directly or indirectly, any gifts or other items that the Airport’s Code of Business Ethics does not allow the employee to accept. The Contractor shall ensure that all of its management and other Fair Labor Standard Act-exempt employees associated with this Contract read and understand the Airport’s Code of Business Ethics. The Airport may require each such employee of the Contractor to acknowledge in writing that they have read and do understand the Airport’s Code of Business Ethics found online at www.dfwairport.com.

3.2 Additionally, the Airport frequently uses outside contractors to perform functions similar to those performed by Airport employees (e.g., project managers, quality assurance inspectors, payment analysts, contract administrators, etc.). Contractor employees who perform work associated with this Contract (including any supplemental agreements, extra work authorizations, delivery orders, change orders, etc.) shall comply, in all respects, with the Airport’s Code of Business Ethics as it relates to their assigned scope of work on this Contract. For example, a quality assurance inspector may not accept a gift from a subcontractor that he or she is monitoring, if the Airport’s Code of Business Ethics would prohibit a Airport employee performing the same duties from accepting the gift.

3.3 Any questions related to the interpretation of this Section shall be directed to the Airport Board’s General Counsel.

3.4 The Contractor shall insert an Article containing all the provisions of this Section, including this paragraph, in all subcontracts hereunder executed except altered as necessary for the proper identification of the contracting parties and the Airport under this Contract.

4 COMPLIANCE WITH LAWS

Contractor shall comply with all applicable Federal, State and Local laws, statutes and ordinances, and with all applicable regulations or orders of any governmental department, board, bureau or agency, including the Airport.

5 CONFIDENTIAL OR PROPRIETARY INFORMATION

http://www.dfwairport.com/

Any portion of the Contractor’s Proposal that is marked confidential or proprietary, or clearly states contains trade secrets of the Contractor may not necessarily guarantee the non-release of the information under the Public Information Act or as otherwise required by law. If access is requested to information in the Contractor’s Proposal so marked, the Airport shall review the issues thoroughly and, if justified, shall request an opinion by the Attorney General's office prior to releasing any information requested under the Public Information Act.

6 CONTRACTING PROHIBITIONS: AS REQUIRED BY STATE LAW

6.1 Proposal Rejection: Airport will reject any proposal from a proposer that:

6.1.1 Boycotts Israel;

6.1.2 Contracts with or provides supplies or services to a foreign terrorist organization;

6.1.3 Engages in certain scrutinized business operations in Sudan, Iran or with a designated foreign terrorist organization; or

6.1.4 Has been complicit in the Darfur genocide during any preceding 20-month period.¹

6.2 “Boycott Israel” Defined: “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

6.3 Verification: Each Proposer must execute and submit with its proposal the verification included.

That verification will:

6.3.1 Form a material part of its proposal; and

6.3.2 Will be incorporated into any awarded contract.

6.4 Pursuant to Section 2274.002, Texas Government Code, enacted by SB 13 in the 2021 Regular Session, the Contractor hereby represents that it (i) does not boycott energy companies; and (ii) will not boycott energy companies.

6.5 Pursuant to Section 2274.002, Texas Government Code, as enacted by SB 19 in the 2021 Regular Session, the Contractor hereby represents that it (i) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and

(ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association.

7 DELIVERY / PERFORMANCE OF SERVICES

7.1 Performance will be made only upon authorization of the Airport's Vice President of PMM and shall thereafter be made if, as, and when required and ordered by the Airport.

7.2 Performance shall be at the location identified in the Contract or purchase order. When no location is specified, the Airport’s Technical Representative will provide direction.

7.3 The scope of this contract and requirements of the Airport as shown in the contract specifications and bid shall not be considered as binding on the Airport, and the work actually may be less than or greater than projected.

7.4 Proposer warrants that all work under the contract will be of the type and quality specified, and the Airport's Vice President of PMM or designee, may reject, and/or refuse work that falls below the quality required in the specifications.

7.5 Failure by the Contractor to make reasonable progress as and when requested shall entitle the Vice President of PMM or designee, to seek work from alternate sources wherever available, with the right to seek reimbursement from the Contractor for amounts, if any, paid by the Airport over and above the bid price.

7.6 All materials delivered shall be free of any and all liens and shall upon acceptance thereof become the property of the Airport, free and clear of any materialman’s, supplier's, or other type liens.

7.7 All work performed under this Contract, as herein shown under the Specifications, shall be of the highest quality workmanship and shall in every respect meet or exceed the industry standards for this type contract.

7.8 Authorized Airport personnel on a routine basis will make inspections. The Contractor must correct any deficiencies in the work performance disclosed during such inspections following receipt of notification. Continued failure to take such corrective actions could, at the Airport's discretion, lead to termination of the Contract.

7.9 Failure of Contractor to fully comply with the terms and provisions of this Contract shall constitute grounds for declaring the Contractor in default.

7.10 Acceptance by the Airport of any delivery shall not relieve the Contractor/Supplier of any guarantee or warranty, express or implied, nor shall it be considered an acceptance of material not in accordance with the Specifications and shall not waive the Airport’s right to request replacement of defective material.

7.11 The Contractor shall at all times when Work is in progress be represented in person, either by a qualified superintendent, or by other designated, qualified representative who is duly authorized to receive and execute orders of the Airport.

8 DISPUTE RESOLUTION

The Airport and Contractor agree that before either party files suit against the other to enforce, or otherwise relating to, the terms of this Contract, it shall notify the other party of its intent to sue.

Upon delivery and receipt of such notice, the parties agree to submit the matter to be litigated to mediation before a mutually-agreed upon mediator and to diligently pursue a mediated settlement until such time as the parties mutually agree to terminate such mediation or the mediator declares an impasse. No lawsuit under or relating to this Contract by one party against the other may be filed until mediation of the issue has ended in accordance with the terms hereof. Notwithstanding the foregoing, this section may be enforced by action for specific performance or injunctive relief.

9 FINANCIAL INTEREST

Contractor understands that Article 11 of the Contract and Agreement between The City of Dallas and The City of Fort Worth, dated April 15, 1968, prohibits any officer or employee of the Airport from having any financial interest, direct or indirect, in any Contract with the Airport, or be financially interested, directly or indirectly, in the sale to the Airport of any land, materials, supplies, equipment or services, except on behalf of the Airport as an officer or employee thereof.

Any violation of this prohibition shall constitute malfeasance in office, and any officer or employee adjudged guilty thereof shall thereby be subject to removal from his/her office or position by the Airport or the Chief Executive Officer. Any violation of this provision by a member of the Airport shall be grounds for removal by a vote of two-thirds (2/3rds) of the City Council appointing such member.

10 FISCAL YEAR FUNDING

The Airport's fiscal year begins October 1 and ends the following September 30th. Budget funds are approved by the Airport and the Cities of Dallas and Fort Worth on an annual basis. In the event the Airport/Cities should fail to fund the Contract for any fiscal year during the Contract term, the Contract shall automatically terminate on the last day of the fiscal year for which funding has been approved. Contractor will be given no less than sixty-(60) days written notice of any such non-approval of Contract funding. Termination under this clause shall be without penalty to the Airport.

11 FORCE MAJEURE

Neither Contractor nor the Airport shall be responsible or deemed to be in default of its obligations to the other to the extent any failure to perform or delay in performing its obligations under this Contract is caused by events or conditions beyond the reasonable control of that party, and are not due to the negligence or willful misconduct of such party (hereinafter, “force majeure events”). For purposes of this Contract, force majeure events shall include, but not be limited to, acts of God or public enemy, war, riot or civil commotion, strikes, epidemic, fire, earthquake, tornado, hurricane, flood, explosion, or other catastrophes, or events or conditions due to governmental law, regulations, ordinances, order of a court of competent jurisdiction, executive decree or order. However, in the event of such delay(s) or nonperformance, the party so delayed shall furnish prompt written notice to the other party (including the date of inception of the force majeure event and the extent to which it will affect performance) and shall undertake all efforts reasonably possible to cure the delay or nonperformance and mitigate its effects or to otherwise perform. The Airport shall not be responsible for payment for any product or service delayed or foreclosed by any force majeure event unless and until such delayed or foreclosed product or service is provided. The provisions of this section shall not preclude the Airport from canceling or terminating this Contract (or any order for any goods or services included herein), or from revising the scope of the Work, as otherwise permitted under this Contract.

12 INDEMNIFICATION AND HOLD HARMLESS

12.1 CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD

HARMLESS, THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD AND CITIES

OF DALLAS AND FORT WORTH AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS,

DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF THE DALLAS FORT WORTH

INTERNATIONAL AIRPORT BOARD AND CITIES OF DALLAS AND FORT WORTH,

INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS,

LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS,

ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND

NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH

AND PROPERTY DAMAGE, MADE UPON THE DALLAS FORT WORTH INTERNATIONAL

AIRPORT BOARD AND CITIES OF DALLAS AND FORT WORTH DIRECTLY OR

INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO CONTRACTOR’S

ACTIVITIES UNDER THIS CONTRACT, INCLUDING ANY ACTS OR OMISSIONS OF

CONTRACTOR, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE,

CONTRACTOR OR SUBCONTRACTOR OF CONTRACTOR, AND THEIR RESPECTIVE

OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE

EXERCISE OF PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS CONTRACT.

THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY

LIABILITY RESULTING FROM THE NEGLIGENCE OF DALLAS FORT WORTH

INTERNATIONAL AIRPORT BOARD AND CITIES OF DALLAS AND FORT WORTH, ITS

OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH NEGLIGENCE CAUSES

PERSONAL OR BODILY INJURY, DEATH, OR PROPERTY DAMAGE. IN THE EVENT

CONTRACTOR AND DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD AND

CITIES OF DALLAS AND FORT WORTH ARE FOUND JOINTLY LIABLE BY A COURT OF

COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN

ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER,

WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE DALLAS FORT WORTH

INTERNATIONAL AIRPORT BOARD AND CITIES OF DALLAS AND FORT WORTH UNDER

TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS

LAW.

12.2 THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE

PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,

CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.

12.3 CONTRACTOR SHALL PROMPTLY ADVISE THE DALLAS FORT WORTH INTERNATIONAL

AIRPORT BOARD AND CITIES OF DALLAS AND FORT WORTH IN WRITING OF ANY

CLAIM OR DEMAND AGAINST THE DALLAS FORT WORTH INTERNATIONAL AIRPORT

BOARD AND CITIES OF DALLAS AND FORT WORTH OR CONTRACTOR KNOWN TO

CONTRACTOR RELATED TO OR ARISING OUT OF CONTRACTOR’S ACTIVITIES UNDER

THIS CONTRACT.

13 INDEPENDENT CONTRACTOR

The relationship of Contractor to the Airport is that of Independent Contractor. Under no circumstances shall the Airport be considered in privity of Contract with any subcontractor or supplier hired by Contractor, and such subcontractor or supplier, if any, shall look solely to Contractor or to the Contract Bond Surety, if any, for recovery of any claims for monies owed for material supplied or labor performed relating to the Work hereunder.

14 JURISDICTION

This Contract shall be construed in accordance with the laws and court decisions of the State of Texas and be enforceable in Dallas County or Tarrant County, Texas, and if legal action is necessary by either party with respect to the enforcement of any and all of its terms and conditions, exclusive venue for same shall lie in Dallas and Tarrant Counties, Texas.

15 NON-COMPETE AGREEMENTS OR CLAUSES

By execution of this contract, Contractor agrees that the Airport will not be bound by any non-compete agreements or similar agreements that inhibit the Airport’s right to award and execute a contract to any company that submits a bid or proposal to the Airport.

16 NOTICE OF DELAYS

Whenever the Contractor encounters any difficulty which is delaying or threatens to delay timely performance (including actual or potential labor disputes), the Contractor shall immediately give notice in writing to the Vice President of PMM, or designee, including all relevant information.

Such notice shall not in any way constitute a basis for an extension of the delivery or performance schedule or be construed as a waiver by the Airport of any right or remedies to which it is entitled by law or pursuant to provisions herein. Failure to give such notice, however, may be grounds for denial of any request for an extension of the delivery or performance schedule because of such delay.

17 PERSONAL LIABILITY OF PUBLIC OFFICIALS

In carrying out any of the Contract provisions or in exercising any power or authority granted to him by this Contract, neither the Airport’s Technical Representative, his/her authorized representatives, nor any employees or officers of the Airport shall be personally liable.

18 SEVERABILITY

If any provision of the Contract is declared or found to be illegal, unenforceable or void, in whole or in part, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that the Contract shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefore another provision that is legal and enforceable and achieves the same objectives. Any such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract. The parties agree to negotiate in good faith for a proper amendment to the Contract in the event any provision thereof is declared illegal, invalid or unenforceable.

19 MINORITY/WOMEN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION

19.1 It is the policy of the Airport to remove barriers for Minority/Women Business Enterprises (M/WBEs) to compete and create a level playing field for M/WBEs to participate in Airport contracts and related subcontracts.

19.2 Additional M/WBE Program requirements, if any, shall be included in the Special Contract Provisions (Exhibit B) of this Contract.

19.3 The Contractor specifically agrees to comply with all applicable provisions of the Airport’s M/WBE Program and any amendments thereto. The Contractor agrees to include all Airport M/WBE Program requirements in all subcontracts and to further require all subcontractors to include all…