11-PA1858 Special Provisions.pdf

PA1858 – Pension Fund Consulting Services

SPECIAL PROVISIONS_________________________________________________________

1 AIRPORT’S RIGHT TO INSPECT AND AUDIT

1.1 The Contractor (and Contractor’s suppliers, vendors, subcontractors, insurance agents and other agents) shall maintain and the Airport shall have the right to examine records, documents, books, accounting procedures and practice and any other supporting evidence deemed necessary by the Airport to substantiate compliance with the terms of this Contract, including Change Orders. Such right of examinations shall include reasonable access to and cooperation by all Contractor personnel who have worked on or have knowledge related to the performance of this Contract.

Proprietary/Trade Secret information pertaining to this Contract may not be withheld from Airport or its Authorized Representative.

1.2 The Contractor’s, subcontractors’ and related agent and vendor organization’s documents, records and other evidence shall be subject to inspection and/or reproduction by the Airport, it’s agents and Authorized Representatives. The Contractor shall provide the Airport with retrievals of computer-based records or transactions that the Airport determines to be necessary to conduct the audit. There shall be no charge to the Airport for reasonable use of the Contractor’s photocopy machine while conducting the audit, nor for any cost of retrieving, downloading to diskette, and/or printing any records or transaction stored in magnetic, optical, microfilm, or other media. The Contractor shall provide all records and retrieval requested, within seven (7) calendar days.

1.3 The documents, etc., described above shall be made available at the office of the Contractor at all reasonable times, for inspection, audit, and reproduction, until the expiration of three (3) years from the date of the Airport’s final acceptance of the Work. Records, which relate to appeals or litigation or settlement or claims arising out of the performance of this Contract, shall be made available for a period of three (3) years from the date of the final disposition of such appeals, litigation, or claims. The Contractor shall provide adequate and appropriate workspace to conduct all inspections, audits, and reviews. The Airport shall provide the Contractor with a reasonable advance notice of intended audit, inspections, and reviews.

1.4 The Contractor shall insert an item containing all these Audit provisions, including this paragraph, in all subcontracts hereunder except altered as necessary for the proper identification of the contracting parties and the Airport under this Contract. Failure to insert these Audit provisions in all subcontracts hereunder shall be reason to exclude some or all of the related costs from amounts payable to the Contractor pursuant to this Contract.

1.5 In addition, where projects are funded wholly or in part by federal grants, the FAA, the Secretary and the Comptroller General of the United States or any of their duly authorized representatives shall have access, for the purpose of audit and examination, to any books, documents, papers, and records of the recipient that are pertinent to grants received in accordance with CFR 49, Part 18, as it may be amended from time to time.

1.6 If an audit or review in accordance with this Section disclosed overcharges (of any nature), by Contractor, in excess of five percent (5%) of the contract value audited, the cost of the Airport 's audit shall be paid by the Contractor.

2 CONTRACT TERM

2.1 This Contract, if awarded, shall be for an initial five-year period commencing as of the date specified in the Notice to Proceed letter, to be issued by the Airport’s Vice President of Procurement and Materials Management Department, unless renewed under the provisions below.

2.2 This Contract, as executed, shall include zero (0) options to renew, under the same terms and conditions, with said options to be exercised solely at the Airport's discretion.

2.3 In recognition of the potential for fluctuations of the Contractor's costs for the years subsequent to the initial contract period, a price adjustment for each succeeding year may be requested subject to the pricing or rates provided in the bid or proposal.

2.4 Unless otherwise amended in writing and endorsed by both parties prior to the beginning of each respective renewal period, all terms and conditions of the Contract shall remain in full force and effect with the only change being in the Contract term.

3 CHARACTER OF WORKERS, METHOD AND EQUIPMENT

3.1 The Contractor shall, at all times, employ sufficient labor and equipment for performing the Work to full completion in the manner and time required by this Contract, plans, and specifications.

3.2 All workers shall conduct themselves with a courteous demeanor and professional manner.

Contractor shall immediately remove any worker from performance of work at Airport premises when one or more of the following occur:

3.3 Neglect of duty.

3.4 Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words or actions or fighting.

3.5 Theft, vandalism, immoral conduct or any other criminal action.

3.6 Selling, consuming possessing or being under the influence of intoxicants, alcohol, or illegal substances that produce similar effects while on duty.

3.7 Possession of a weapon on Airport property.

3.8 Organizing or participating in any form of gambling.

3.9 Misuse of equipment, computers or internet access.

3.10 All equipment that is proposed to be used on the Work shall be of sufficient size and in such functional condition as to meet requirements of the Work and to produce a satisfactory quality of Work. Equipment used on any portion of the Work shall be such that no injury to previously completed Work, adjacent property, or existing airport facilities will result from its use.

3.11 When the methods and equipment to be used by the Contractor in accomplishing the Work are not prescribed in the Contract, the Contractor is free to use any methods or equipment that will accomplish the Work in conformity with the requirements of the Contract, plans, and specifications

3.12 When the Contract specifies the use of certain methods and equipment, such methods and equipment shall be used, unless others are authorized by the Airport’s Technical Representative.

If the Contractor desires to use a method or type of equipment other than specified in the Contract, he may request authority from the Airport’s Technical Representative to do so. The request shall be in writing and shall include a full description of the methods and equipment proposed and of the reasons for desiring to make the change. If approval is given and executed, it will be on the condition that the Contractor will be fully responsible for producing Work in conformity with Contract requirements. If, after trial use of the substituted methods or equipment, the Airport’s Technical Representative determines that the Work produced does not meet Contract requirements, the Contractor shall discontinue the use of the substitute method or equipment and shall complete the remaining Work with the specified methods and equipment.

The Contractor shall remove any deficient Work and replace it with Work of specified quality, or take such other corrective action as the Airport’s Technical Representative may direct. No change will be made in basis of payment for the Contract items involved nor in Contract time as a result of authorizing a change in methods or equipment under this subsection.

4 CONTRACTOR RESPONSIBILITIES / PERFORMANCE OF WORK

4.1 The Contractor shall be fully responsible for the quality and accuracy of any and all Work performed in conjunction with this Contract. Neither acceptance of such Work by the Airport, nor payment therefore, shall relieve the Contractor of this responsibility. If and when applicable, the Contractor shall complete all services in conformity with professional standards, and shall provide qualified personnel to meet agreed upon schedules.

4.2 In addition, at its own expense, the Contractor shall:

4.2.1 Take all precautions necessary per state regulations and/or OSHA Regulations to protect persons or property against injury or damages occurring as a result of its operations.

4.2.2 Obtain all permits/licenses required to perform work or deliver products, including the Airport’s security requirements for Air Operations Area (AOA) badging regulations where applicable. Any cost for compliance shall be paid by the Contractor.

4.2.3 Provide competent supervisors and workmen;

4.2.4 Take all precautions necessary or required by law to protect persons or property against injury or damages occurring as a result of its operations;

4.2.5 Perform the Work without unnecessarily interfering with Airport operations;

4.2.6 Provide all vehicles and tools as necessary for its use; and

4.2.7 Protect existing facilities from damages and promptly repair or replace any damages caused by its employees or arising out of its operations.

5 DATA SECURITY COMPLIANCE PROVISIONS

5.1 Definitions

5.1.1 “Confidential Data” is any information submitted to or gathered by Contractor pursuant to this Contract.

5.1.2 “Breach” means a compromise of security that leads to the accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access to Confidential Data that Contractor transmits, stores, or otherwise processes.

5.1.3 “Work Product” means any intellectual property rights, including all trade secrets, US and international copyrights, patentable inventions, other intellectual property or other derivative products, services, or processes, or intellectual property made or developed by Contractor utilizing any data or information obtained by Contractor in connection with this Contract.

5.2 PROTECTION OF CONFIDENTIAL DATA: Contractor understands and agrees that in the performance of Work, Contractor may have access to Confidential Data and that such information may contain proprietary details, disclosures, or sensitive information which disclosure or use by a third-party may be damaging or illegal. Contractor shall hold all Confidential Data in confidence and it shall be used only in performance of Work under this Contract. Contractor accepts responsibility for any violation of this Section 5.2 by Contractor’s personnel and subcontractors and subcontractors and, if applicable, shall require this provision be included in any contract document with subcontractors performing Work under this contract.

5.3 REGULATORY COMPLIANCE: Contractor shall comply with all applicable international privacy laws, such as European Union General Data Privacy Regulation (GDPR), federal, state, and local laws, regulations, and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality, or security of the Confidential Data.

Additionally, Contractor shall comply with applicable Airport policies and provisions of the Airport’s privacy notice posted on www.dfwairport.com and any other Airport privacy policies, statements or notices.

5.4 DATA OWNERSHIP: Any Confidential Data provided by the Airport’s employees, agents, consultants or vendors, or created, obtained, procured, used, or accessed by Contractor in the Airport’s name, on the Airport’s behalf, or while performing Work under this Contract shall always be the sole property of the Airport and Contractor shall not have or obtain any rights therein.

5.5 ACCESS TO DATA: Contractor shall provide direct access (such as APIs or feeds) to retrieve the Confidential Data, at a frequency determined by DFW Airport, from Contractor’s database.

Contractor shall provide a data dictionary or other similar data index or dictionary as requested by the Airport that identifies the technical metadata, primary keys, content, format, the laymen definition of columns and tables, and the structure of any databases and the relationship between database elements.

5.6 Ownership of Work Products:

5.6.1 Contractor hereby assigns to the Airport all right, title, and interest in and to any Work Product created or developed by Contractor, or to which Contractor contributed, pursuant to this Contract.

Contractor agrees to execute, at the Airport s request, all documents and other instruments necessary or desirable to confirm such assignment including, but not limited to, any copyright assignments. Contractor shall hold any such Work Product in confidence in accordance with Section 5.7 of this Contract.

5.7 PERMITTED DISCLOSURE: Except where required in furthermore of any Work under this Contract, Contractors shall not share, transfer, disclose or otherwise provide access to any Confidential Data or Work Product (or any portion thereof) to any third party without the Airport’s approval. Contractor agrees to remain fully responsible for and liable to the Airport for all losses, uses, or disclosure of Confidential Data by its employees, agents, consultants, or subcontractors.

5.8 Information Security Program:

5.8.1 In addition to any other security and data protection requirements set forth herein, Contractor shall follow the ISO 27002 standard and/or NIST Special Publication 800-53, including all published requirements to maintain appropriate administrative, technical and physical safeguards, and other security measures for protecting Confidential Data.

5.8.2 The Airport may, at its sole option, accept Contractor’s alternate Information Security Program in lieu of the requirement to follow the ISO 27002 standard and/or NIST Special Publication 800-53 stated in Section 5.8.1. Contractor’s alternate Information Security Program must include appropriate administrative, technical and physical safeguards, and other security measures including, but not limited to, maintaining computer hardware, software programs, and internet security systems for collecting, processing, storing, using, disclosing, and disposing of Confidential Data, that is designated to (a) ensure the security and confidentiality of Confidential Data; (b) protect against any anticipated threats or hazards to the security and integrity of Confidential Data; and (c) protect against unauthorized access to, acquisition of, or use of Confidential Data. Contractor must maintain its alternate Information Security Program during the term of this Contract and must notify the Airport of any updates thereto. The Airport reserves the right to revoke its acceptance of Contractor’s alternate Information Security Program if any updates or revisions creates an unreasonable risk to exposure of Confidential Data.

5.8.3 Notwithstanding Sections 5.8.1 or 5.8.2, Contractor agrees to take all appropriate measures to http://www.dfwairport.com/ protect Personally Identifiable Information that is receives, transmits, stores or holds (data in transit or data at rest) under this Contract or in connection with the performance of the Work from improper, unauthorized, or unlawful access, disclosure, use or disposal. All Personally Identifiable Information must be encrypted at rest (in storage), in use, and in transit.

5.8.4 Contractor will implement security training programs to ensure that its employees assigned to carry out Contractor obligations under this Section 5 are properly informed of and fully understand all applicable Security and Privacy Laws. Contractor shall send the Airport a statement of compliance annually, indicating that their security training program exists and is being enforced.

5.9 Information Security Breach Notification:

5.9.1 Contractor shall to notify the Airport in writing within two (2) days of discovery of any Breach or suspected Breach, or of any loss, unauthorized use, disclosure, acquisition of, or access to any Confidential Data and/or critical business systems. Such notice shall summarize in reasonable detail the Confidential Data affected by the Breach, the effect on the Airport, if known, and the corrective action taken or to be taken by Contractor.

5.9.2 Contractor shall promptly take all appropriate or legally required corrective actions and shall cooperate fully with the Airport in all reasonable and lawful efforts to, mitigate, or rectify such Breach. In addition to the notice requirement contained herein, Contractor will immediately report any such Breach, loss, unauthorized use, disclosure, acquisition of, or access to Confidential Data to the Airport’s Legal Department.

5.10 OTHER NOTIFICATIONS REQUIREMENTS: Contractor agrees to immediately notify the Airport in writing of any subpoena, other judicial or administrative order, or proceeding seeking access to or disclosure of Confidential Data. The Airport shall have the right to defend such action in lieu of and on behalf of Contractor. The Airport may, if it so chooses, seek a protective order or other legal process to prevent the disclosure of Confidential Data. Contractor shall reasonably cooperate with the Airport is such defense.

5.11 AUDIT AND ASSESSMENT REPORTS: If requested by the Airport, Contractor shall provide the Airport any documentation to support Contractor’s information security and data privacy practices such as, but not limited to, SOC II Report, ISO 27002 Certification, FedRamp Certification, or other similar privacy seals and independent third-party audit reports.

5.12 DFW AIRPORT BOARD’S AUDIT RIGHTS: The Airport shall have the right to monitor Contractor’s compliance with the terms of this Section 5. During normal business hours, and with reasonable prior notice, the Airport or its authorized representatives may audit, monitor, and inspect Contractor’s facilities and equipment as well as any information or materials in Contractor’s possession, custody, or control, and interview Contractor’s key employee wherever located, to the extent relating to Contractor’s obligations under this Provision. Contractor shall allow the Airport and its representatives all necessary access and information to accomplish such audit. An inspection performed pursuant to this paragraph shall not unreasonably interfere with the normal conduct of Contractor’s business. The Airport will hold in confidence any information obtained in such audit or inspection, except to the extent necessary to enforce this Provisions or in response to a Texas Public Information Act request.

5.13 RETURN OF INFORMATION: Promptly upon the expiration or early termination of this Contract, or such earlier time as the Airport requests, Contractor shall return to the Airport, or its designee, all Confidential Data or Work Product controlled or held by Contractor pursuant to this Contract in a mutually acceptable format, or render said Confidential Data or Work Product unreadable or undecipherable using industry-standard mechanisms. Additionally, Contractor will support transfer of Confidential Data to another service as identified by the Airport, should the Airport desire.

6 ENVIRONMENTAL AND SAFETY PROVISIONS

6.1 ENVIRONMENTAL DEFINITIONS

6.1.1 BEST MANAGEMENT PRACTICE (BMP). Shall mean schedules of activities, prohibition of practices, maintenance procedures, and other management practices to prevent or reduce the pollution of waters of the United States. BMPs also include treatment requirements, operating procedures, and practices to control site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage.

6.1.2 ENVIRONMENTAL IMPACT CLAIM. Shall mean any claim, suit, judgment, penalty, fine, loss, administrative proceeding, request for information, citation, notice, request, inquiry, or expense (including but not limited to any costs of investigation, study, cleanup, removal, response, remediation, transportation, disposal, restoration, monitoring, consultant's fees, contractor's fees, and attorney's fees) which arises out of, is related to, alleges, or is based on the presence, transportation, handling, treatment, storage, or actual or threatened Release, dispersal, disposal, escape, or migration of any Hazardous Material, Process Water, or Solid Waste, or any other chemical, material, irritant, pollutant, contaminant, regulated substance, or toxic substance (including but not limited to gasoline, diesel fuel, petroleum hydrocarbons, and any by-product or derivative thereof), whether solid, liquid, or gaseous in nature.

6.1.3 ENVIRONMENTAL LAWS. Shall mean all present and future federal, state, and local laws relating to protection of the environment, public health, and welfare, or safety, including, without limitation, all statutes, regulations, ordinances, permits, Best Management Practices, codes, orders, governmental requirements related to discharge of Process Water or other pollutants into the environment, waters of the United States, and/or waters of the State of Texas; and protection of areas of particular environmental concern, including, for example, wetlands, areas inhabited by endangered species, and historic sites.

6.1.4 HAZARDOUS MATERIAL. Shall mean any substance:

6.1.4.1 the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; or

6.1.4.2 which is or becomes defined as a hazardous waste, hazardous substance, pollutant or contaminant under any federal, state, or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Texas Water Code and/or the Texas Health and Safety Code; or

6.1.4.3 the presence of which on the Airport causes or threatens to cause a nuisance upon the Airport or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Airport; or

6.1.4.4 without limitation, which contains gasoline, diesel fuel, other petroleum hydrocarbons, natural gas liquids, polychlorinated biphenyls (PCBs), M/WBE, lead paint, or urea formaldehyde foam insulation.

6.1.5 PROCESS WATER. Means any water, which, during manufacturing or processing, comes into direct contact with, or results from the production or use of any raw material, intermediate product, finished product, byproduct or waste product.

6.1.6 RELEASE. Means any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment or threat of release such that a release may enter the environment; and

6.1.7 SAFETY LAWS. Means any applicable law, regulation, standard, or order of any governmental agency relating to worker safety.

6.1.8 SOLID WASTE. Shall have the same meaning as in the Resource Conservation and Recovery Act, the Texas Health and Safety Code, and the Texas Solid Waste Disposal Act, and shall include sewage.

6.2 CONTRACTOR REQUIREMENTS

6.2.1 Contractor will obtain, maintain, and have readily available for examination at all times during the term of this Contract, all licenses, permits, exemptions, registrations and other authorizations and provide any notices not obtained or provided by the Airport pursuant to this Contract which is required under Environmental Laws for conducting the Work and Contractor’s operations at the Airport.

6.2.2 Contractor shall comply and shall cause all its employees, agents, sub-contractors, and other third parties under Contractor’s control to comply, and shall include in all subcontracts a provision requiring the sub-contractor to comply and all employees or other third parties under sub-contractor’s control to comply with all Environmental Laws. Not by way of limitation, but as emphasis only, Contractor represents, warrants, and covenants that:

6.2.3 Paints and coatings will comply with 30 Texas Administrative Code Section 115.421 (2000), and any amendments or successor thereto.

6.2.4 Work involving the use of cut-back asphalt will comply with the 30 Texas Administrative Code Section 115.512 (2000), and any amendments or successor thereto. Cut-back asphalt is defined as any asphaltic cement that has been liquefied by blending with petroleum solvents (diluents).

6.2.5 Contractor shall comply and shall cause its employees, agents, sub-contractors, and other third parties under Contractor’s control to comply with all Airport’s policies, rules, regulations, and permits, and to conduct the Work consistent with the Airport’s commitments under the State Implementation Plan and the National Environmental Policy Act.

6.2.6 Contractor shall not cause, contribute to, or permit any Release of any Hazardous Materials, Solid Waste, or Process Water by Contractor or its employees, agents, sub-contractors, or other third parties under Contractor’s control into the environment or cause, contribute to, or permit any violation of any Environmental Law.

6.2.7 Contractor shall dispose of and cause its employees, agents, sub-contractors, or any other third party under Contractor’s control to dispose of any Solid Waste or Hazardous Materials generated or located at the Airport in compliance with Environmental Laws, and, if not sooner required by Environmental Laws or this Contract, at the termination of this Contract shall remove and dispose of all Solid Wastes and Hazardous Materials not incorporated into the work in accordance with this Contract at its sole expense in a lawful and timely manner.

6.2.8 Contractor shall advise the Airport immediately of any potential or actual non-compliance with any Environmental Law or Safety Law on Airport property by any person.

6.2.9 Contractor shall, immediately upon receipt, provide the Airport with copies of any notice or other document issued to Contractor or its sub-contractors alleging non-compliance or investigating potential non-compliance with any Environmental Law or Safety Law at the Airport.

6.2.10 Spills, leaks, or releases of Hazardous Material shall be reported immediately to the Airport’s Environmental Affairs Department.

6.2.11 Contractor shall comply with Airport’s Spill Reporting Policy, Clean Air Policy, and other applicable environmental policies.

6.2.12 From time to time, and in the Airport’s sole discretion, Airport representatives may conduct an inspection, assessment, and/or regulatory compliance audit of the Work and/or Contractor’s operations, including operations of Contractor’s employees, agents, sub-contractors, or any other third party under Contractor’s control. The Airport may perform testing as needed and may conduct interviews of Contractor or its sub-contractors. Contractor will cooperate and will cause its employees, agents, sub-contractors, or any other third party under Contractor’s control to fully cooperate in such inspection, assessment, or audit. Contractor remains solely responsible for its environmental compliance, notwithstanding any Airport inspection, audit, or assessment.

6.2.13 If Airport property or other real property or tangible personal property located at the Airport are contaminated or otherwise damaged or injured by any Solid Waste or Hazardous Materials released by Contractor or its employees, agents, sub-contractor, or any other third party under Contractor’s control, Contractor agrees to promptly undertake remediation of such contamination or damage to background levels, if established, or to other levels or standards acceptable to the Airport, and to restore the affected property to its condition prior to such contamination or damage in all material respects. If Contractor does not promptly and fully remediate and restore the affected property, the Airport may, but is not required to, perform the remediation and restoration, and Contractor shall reimburse the Airport for all costs associated with such contamination, remediation, and restoration, including but not limited to consultants’ fees, contractor’s fees, penalties, attorneys’ fees, and costs of investigation and remediation, within twenty (20) days after the Airport delivers notice to Contractor of such costs.

6.2.14 Failure by Contractor or its subcontractors to comply with any Environmental Provision shall be considered a default for which the Airport may exercise its remedies in accordance with the terms of this Contract.

6.3 ABESTOS-CONTAINING MATERIALS

6.3.1 It is the policy of the D/FW Airport Board that all architects, engineers, consultants, general contractors, subcontractors, distributors, suppliers, and others receiving proceeds from this Contract be bound by the Airport’s philosophy toward the use of abestos within the boundaries of the D/FW Airport. Towards this end, Contractor covenants and agrees that it shall not use or install products containing abestos in any form as part of this Contract or subsequent addendum or Change Order. If requested to do so by the Airport, Contractor shall submit letters of certification or MSDS from manufacturers of sealants, adhesives, gasket material, piping, curing materials, and other materials to be used at the Airport that their products are free of abestos.

6.3.2 This provision applies to all materials and/or products placed in service within the boundaries of D/FW Airport under conditions and terms of this Contract. Contractor accepts and assumes all responsibility and liability for abestos-containing products and/or materials installed, used, or provided in performance of the Work. In addition, the Contractor accepts and assumes responsibility and liability for all expenses related to the removal, replacement and reparation of abestos containing materials put in place under terms of this Contract. The Contractor also certifies that a non-abestos containing material or product of similar kind and quality will be substituted with the approval of the Airport.

6.3.3 Even if abestos abatement is not included in the scope of work for this Contract, should non-compliance of drawings, notations, and specifications within the abestos prohibition contained herein be discovered by or on behalf of Contractor, the Contractor must promptly notify Airport representatives in writing of the non-compliant notation or specification.

6.3.4 This provision reflects the mandate of the Airport to promote the health, safety, and welfare of the general public and to establish a standard for response to abestos within the limits of Airport authority. Contractor shall comply with all Environmental and Safety Laws relating to abestos-containing materials.

6.3.5 This provision supersedes and replaces all other references, specifications, and notations relating to abestos-containing materials, which may appear in this Contract.

6.4 ENVIRONMENTAL INDEMNITY

NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, CONTRACTOR

AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE AIRPORT, THE CITIES OF

DALLAS AND FORT WORTH, TEXAS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES, AGENTS AND COUNCILS FROM AND AGAINST, AND TO REIMBURSE SAME

WITH RESPECT TO, ANY AND ALL CLAIMS, DEMANDS, PENALTIES, SUITS, ACTIONS,

LOSS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED

TO REASONABLE ATTORNEYS' FEES, LITIGATION COSTS, EXPERT WITNESS FEES, AND

EXPENSES OF INVESTIGATION AND REMEDIATION) OF ANY AND EVERY KIND OR

CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ASSERTED AGAINST OR

INCURRED BY SUCH PARTIES AT ANY TIME BY REASON OF, IN CONNECTION WITH, OR

ARISING OUT OF (A) THE BREACH OF ANY REPRESENTATION OR WARRANTY SET

FORTH IN THIS SECTION BY CONTRACTOR OR ANY EMPLOYEES, AGENTS, SUB-

CONTRACTORS, OR ANY OTHER THIRD PARTY UNDER CONTRACTOR’S CONTROL, (B)

THE FAILURE OF CONTRACTOR TO PERFORM ANY OBLIGATION REQUIRED BY THIS

SECTION TO BE PERFORMED BY CONTRACTOR, OR (C) LOSS FROM ANY

ENVIRONMENTAL IMPACT CLAIM, AS DEFINED HEREIN, CAUSED IN WHOLE OR IN PART

BY OR ARISING IN WHOLE OR IN PART FROM THE ACTS OR OMISSIONS OF

CONTRACTOR OR ITS EMPLOYEES, AGENTS, SUB-CONTRACTORS, OR ANY OTHER

THIRD PARTY UNDER CONTRACTOR’S CONTROL; OR (D) THE VIOLATION BY

CONTRACTOR OR ITS EMPLOYEES, AGENTS, SUB-CONTRACTORS, OR ANY OTHER

THIRD PARTY UNDER CONTRACTOR’S CONTROL OF ANY AIRPORT ENVIRONMENTAL

RULE OR REGULATION, AIRPORT PERMIT, AIRPORT POLICY, OR ANY ENVIRONMENTAL

LAW.

6.5 SAFETY PROVISIONS

6.5.1 The Contractor covenants and agrees:

6.5.1.1 That it shall not cause or permit any hazardous chemical (as defined in 29 C.F.R. 1910.1200) to be brought upon the Airport without the prior written consent of the AIRPORT. Consent may be given via the Airport’s submittal process as long as all such materials are outlined on the submittal.

6.5.1.2 That it shall make available to the Airport a Material Safety Data Sheet (MSDS) for each Hazardous Material or hazardous chemical Contractor or its sub-contractors, employees, or agents five (5) days prior to delivery of material onto the Airport.

6.5.1.3 That its operations shall at all times remain in compliance with:

6.5.1.3.1 Airport’s written policies and requirements governing the identification and use of hazardous chemicals; and

6.5.1.3.2 All Safety Laws.

6.5.1.4 That it shall advise the Airport immediately of any potential or actual non-compliance by any person with any Safety Law on Airport property.

6.5.1.5 That it shall immediately upon receipt, provide the Airport with copies of any notice or other document issued to Contractor, its sub-contractors, or agents alleging non-compliance or investigating any potential non-compliance with any Safety Law at the Airport.

6.5.1.6 Neither the requirements of this clause nor any act or failure to act by the Airport shall relieve the Contractor of responsibility or liability for the safety of the general public or Airport, tenant, contractor, or subcontractor personnel or property

6.6 SURVIVAL

The provisions of this Section, including the representations, warranties, covenants and indemnities of Contractor, shall expressly survive expiration or termination of this Contract.

7 INSURANCE PROVISIONS (EXHIBIT A)

8 NEW MATERIALS

All products and components to be provided under this Contract shall be new (not used or reconditioned, and not of such age or so deteriorated as to impair their usefulness or safety), of current production, and of the most suitable grade for the purpose intended, unless otherwise specified. If at any time during the performance of this Contract the Contractor believes that the furnishing of supplies or components which are not new is necessary or desirable, it shall notify the Vice President of PMM immediately, in writing, including the reasons and proposing any consideration which will flow to the Airport if authorization to use such supplies or components is granted.

9 PROTECTION AND RESTORATION OF PROPERTY

9.1 The Contractor shall be responsible for all damage or injury to property of any character, during the prosecution of the Work, resulting from any act, omission, neglect, or misconduct in his/her manner or method of executing the Work, or at any time due to defective Work or materials, and said responsibility will not be released until the project shall have been completed and accepted.

9.2 When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect, or misconduct in the execution of the Work, or in consequence of the nonexecution thereof by the Contractor, the Contractor shall restore, at its own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, or otherwise restoring as may be directed, or he shall make good such damage or injury in an acceptable manner.

10 PUBLIC CONVENIENCE AND SAFETY

The Contractor shall control its operations and those of its subcontractors and all suppliers to assure the least inconvenience to the Airport operation. Under all circumstances, safety shall be the most important consideration.

11 REIMBURSABLE EXPENSE PROVISIONS

11.1 The Consultant/Contractor shall be reimbursed the necessary, actual, and reasonable direct non-salary costs (expenses) directly incidental to the work in accordance with the Airport’s Cost Principles in effect at the time of Contract Award.

11.2 Receipts or invoices shall be required on all individual expenditures exceeding $25.00, unless otherwise noted.

11.3 TRAVEL AND LIVING EXPENSES

11.3.1 Air Travel - At the lesser of actual cost or airline coach rates, air travel shall be reimbursed when supported with legible copies of airline tickets or the travel itinerary for ticket-less or electronic ticket travel. Official travel shall be by the most direct routing. Reimbursement for the difference between direct and indirect travel will be considered with a written explanation.

11.3.2 Motel/Hotel - Actual and reasonable costs for accommodations of Consultant/ Contractor personnel when in travel status overnight. Costs shall be supported with legible, itemized motel/hotel bills that reflect all charges for each night registered. Costs shall not exceed the Daily Average Range for first class (or less) lodging for the appropriate cities, including travel to the DFW Metroplex area, as identified in the current edition of the Runzheimer Guide to Daily Prices (hereafter referred to as Runzheimer Guide), Runzheimer Park, Rochester, Wisconsin, 53167- 0009, 1-800-558-1702, www.runzheimer.com. Lodging expense amounts reflected in the Runzheimer Guide include single occupancy rates plus applicable sales and lodging taxes.

If Consultant seeks reimbursement for hotel expenses incurred at a hotel within 30 miles of DFW International Airport, it must be at either the Hyatt Regency Hotel or the Hyatt Place Hotel on DFW International Airport property. The selection of which property will be made with the prior approval of the department for which the Consultant/Contractor is performing work. A waiver of this hotel requirement can be secured if the waiver is provided in writing from either the Vice President of the department for which Consultant/Contractor is performing work or a member of the Executive Staff.

11.3.3 Meals - Actual and reasonable costs for Consultant/Contractor personnel meals shall not exceed the Daily Average Range for meals for the appropriate cities, including travel to the DFW Metroplex area, as identified in the Runzheimer Guide. Meal expense amounts reflected in the Runzheimer Guide include all applicable taxes plus a 15% gratuity.

11.3.3.1 Reimbursement for meals applies only to Consultant/Contractor personnel working on Airport business. Consultant staff members for whom meals were provided shall be identified. Payment of meals for other than Consultant personnel is not reimbursable, including meals for Airport staff.

11.3.4 Local Transportation - Transportation costs incurred by Consultant while in travel status shall be reimbursed as follows:

11.3.4.1 Taxi/limousine/airport shuttle - Reimbursable at actual cost.

11.3.4.2 Rental Automobiles - Actual and reasonable costs for rental of intermediate or smaller size automobiles, when in travel status, and not to exceed the Average Daily Rate for the appropriate cities, including travel to the DFW Metroplex area, as identified in the Runzheimer Guide. Rental automobiles shall be used only when their use will affect savings or other advantages, or when the use of other transportation is not feasible. Written explanation is required to substantiate automobile rental upgrade. A legible copy of the automobile rental agreement is required.

11.3.4.3 Private Automobile - Use of private automobile is reimbursable only for travel outside of Consultant/Contractor’s home-office area. All mileage will be reimbursed at the rate per mile provided by the U.S. Internal Revenue Service for Standard Mileage rates for business miles driven and should be supported with copies of a travel log itemizing Consultant employee name, dates, destination and distance traveled.

11.3.4.4 If another form of transportation is used in lieu of coach-class air travel, the lesser cost of the two modes, for travel to DFW Airport, is reimbursable.

11.3.4.5 Destination parking charges and tolls charged for use of ferries, roads, bridges, and tunnels, while traveling to and from Airport, are reimbursable at actual cost.

11.3.5 Telephone - Actual cost of business telephone charges incurred by Consultant while in travel status.

11.3.6 Laundry - Laundry and dry cleaning expense is reimbursable at a maximum of $10.00 per day, if Consultant/Contractor is required to be in travel status for the Airport for seven consecutive days or more.

11.4 REIMBURSEMENTS

11.4.1 Sub-Consultants - Actual costs incurred by Sub-Consultant/Contractor and supported by actual invoice support. Invoices should list professionals or para-professionals (by position and name) performing the work, in addition to hourly rates and total hours worked. All reimbursable expenses submitted by a Sub-Consultant/Contractor are subject to the same requirements discussed herein.

11.4.2 Supplies, Materials, Equipment - Actual cost of items used directly in the furtherance of work and supported by receipt.

11.4.3 Reproduction

11.4.3.1 Home Office Reproduction of material and documents required in the furtherance of work is reimbursable at a rate of $.05 per page and should be supported with an itemization or breakdown (example: 100 copies @ $.05 = $5.00).

11.4.3.2 Outside Reproduction - actual cost required in the furtherance of work is reimbursable when supported by invoice.

11.4.3.3 Home Office Communications - Actual cost for long distance telephone, telegraph, or teletype services, express mail or other forms of communication directly required in the furtherance of the work and supported by receipts, invoices, or itemized lists (as appropriate). Facsimile charges shall be reimbursed at a maximum of $.50 per page.

11.4.3.4 Research - Research charges should be supported with an itemized list of the charges and/or copies of an invoice reflecting submitted charges.

11.4.3.5 All Other - Actual cost for other expenses, exclusive of normal expenses, incurred and as approved by Airport staff. Additionally, written explanation and justification should accompany charges not clearly identified as a valid business expense on support provided.

11.5 NON-ALLOWABLE EXPENSES

Non-allowable costs shall include, but are not limited to: charges for entertainment, first class airfare, expenses incurred by traveler accompanying Consultant/Contractor on official Airport business, bidding and proposal costs, contributions, subscriptions, alcoholic beverages, automobile rental for travel in Consultant’s home-base area, and personal expenses including but not limited to: communication charges, cellular phone usage, transportation, costs associated with personal pursuits, gifts, gratuities, and other charges expressly disallowed under the terms of this agreement. Expenses other than those discussed herein require advance Airport staff written approval.

12 MINORITY/WOMEN BUSINESS ENTERPRISE (M/WBE) PROVISIONS (EXHIBIT B)

Notification is hereby given that a M/WBE contract specific goal has been established for this Contract. The Contractor/vendor has committed to zero percent (0%) M/WBE participation of the total dollar value of this Contract including any change orders and/or modifications throughout the term of this contract/agreement. The commitment is a contractual commitment upon execution of the contract. (Refer to Exhibit B – M/WBE Special Contract Provisions)

13 WARRANTY INFORMATION

Manufacturers’ standard warranty for parts and labor must be included in the prices bid and must meet or exceed any additional warranty requirements specified herein. All manufacturers' warranties shall inure to the benefit of the Airport, and replacement of defective materials shall be made promptly upon request. All warranties are subject to compliance with the Uniform Commercial Code. Warranty shall be effective the date of acceptance by the Airport.

END OF SPECIAL PROVISIONS