12-2022 Turf Mgmt Agreement.pdf

CONTRACT NUMBER: 2022000588

AWARD DATE:

EXPIRATION DATE: February 28, 2025

CONTRACT FOR SERVICES

CONTRACT NAME:

TURF MANAGEMENT SERVICES FY2022

OWNER:

CITY OF CHARLOTTE

C/O GENERAL SERVICES

CONTRACT ADMINISTRATOR

LANDSCAPE MANAGEMENT DIVISION

COMPANY:

ROUNDTREE COMPANIES, LLC

Contract: 2022000588 Turf Management Services FY2022 3

SERVICE TERMS

This Attachment is incorporated into the Contract for Turf Management Services FY2022 (“Contract”) between the City and Company.

Capitalized terms not defined in this Attachment will have the meanings stated in the Contract.

1. Services. Company agrees to perform the services described in the Scope of Services Attachment (the “Services”).

Additional Scope of Services Attachments may be added to this Contract by a written amendment, and once added shall become part of the “Services.”

2. Expenses. Not Applicable.

3. Premium Rates. Unless explicitly listed in the Price Schedule, Company will not charge the City at overtime, emergency, or other premium rates, regardless of the number of hours worked in a given day or week.

4. Billing Records. During the term of this Contract and for 3 years after it terminates, Company will keep documentation sufficient to verify the amounts billed to the City. The City has the right to audit Company ’s timecards, invoices, reports and other documents relating to amounts charged under this Contract, and will not be required to pay for: (a) any time billed that was excessive in light of the result achieved, or (b) any Services that did not meet the standards and requirements referenced in this Contract. Company agrees to make such documents available for inspection and copying by the City in Charlotte, North Carolina between the hours of 9:00 AM to 5:00 PM Monday through Friday, within ten days after the City requests them.

5. Employment Taxes and Employee Benefits. Company acknowledges and agrees that Company’s employees and subcontractors are not employees of the City. Company represents, warrants, and covenants that Company will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation, and other payments and deductions that are required by law relating to provision of the Services.

Company shall indemnify, defend, and hold harmless the City and the City’ officials, employees and agents from and against any and all claims, losses, damages, fines, penalties, obligations, liabilities and expenses, including but not limited to reasonable attorneys' fees arising from Company any claim that an individual performing the Service is an employee of the City.

6. City Ownership of Work Product. The City will have exclusive ownership of all reports, documents, designs, ideas, materials, concepts, plans, creative works, software, data,programming code and other work product developed for or provided to the City in connection with this Contract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Intellectual Property”). Company hereby assign and transfers all rights in the Intellectual Property to the City. Company further agrees to execute and deliver such assignments and other documents as the City may later require to perfect, maintain and enforce the City’s rights as sole owner of the Intellectual Property, including all rights under patent and copyright law. Company hereby appoints the City as attorney in fact to execute all such assignments and instruments and agrees that its appointment of the City as an attorney in fact is coupled with an interest and is irrevocable.

7. License to Use Intellectual Property. The City grants Company a royalty free, non exclusive license to use and copy the Intellectual Property to the extent necessary to perform this Contract. Company may not to use the Intellectual Property for other purposes without the City’s prior written consent, and Company agrees to treat the Intellectual Property and all City data with the same level of protection that Company afford Company’s own trade secrets and intellectual property.

8. Contract Data. The City shall have exclusive ownership of the following (collectively referred to as “Contract Data”): (a) all data produced or generated under this Contract for the benefit of the City or its customers; and (b) all data provided by, accessed through or processed for the City under this Contract. Company will promptly provide the Contract Data to the City in machine readable format upon the City’s request at any time while this Contract is in effect or within three years after this Contract terminates.

9. Company Will Not Sell or Disclose Contract Data. Company will treat Contract Data as Confidential Information under this Contract. Company will not reproduce, copy, duplicate, disclose, or use the Contract Data in any manner except as authorized by the City in writing or expressly permitted by this Contract.

10. Supporting Data. If Company will be providing work product under this Contract that is based on an analysis of data Company will provide the City with all data supporting Company ’s analysis (“Supporting Data”) in a machine readable format, together with a written description of the methods of analysis. Excluding Confidential Information of Company (as defined in this Contract), the City shall be permitted to reproduce, copy, duplicate, disclose, or use the Supporting Data for any purpose, and it shall be treated as a public record under North Carolina law..

11. City Resources. The City is not required to provide any information, personnel, facilities, or other resources aside from what is specifically required in the Scope of Service unless the City can do so at no cost. When this Attachment requires the City to provide a resource, Company shall request it in writing in a timely manner. If Company will be delayed in performing due to any failure by the City to provide a resource required by this Contract, Company shall promptly notify in writing both the City Business Contact and Official Notice Recipients identified in the General Conditions. Failure or delay by the City to provide required resources will not excuse Company from any failure or delay in performance unless Company has followed these steps. The duration of any excused delay will be limited to the time period after Company has followed these steps.

Contract: 2022000588 Turf Management Services FY2022 4

12. Compensation for Termination Without Cause. If the City terminates this Contract without cause, the City shall pay Company for Services rendered through the date of termination at the rates set forth in the Price Schedule. The City’s obligation to make such payments is conditioned upon Company having complied with the Section of General Conditions captioned “Obligations On Termination,” and is subject to the City’s right to inspect billing records and dispute any charges as provided under this Attachment.

13. Removal and Replacement of Personnel. “Key Personnel” are the individuals listed as such on the Scope of Service, and any other individuals whom the City reasonably deems integral to successful performance of the Services. Absent the City’s written approval, Company will not: (i) remove Key Personnel from performance of this Contract or permit Company’s subcontractors to remove Key Personnel from performance of this Contract; or (ii) materially reduce or allow Company’s subcontractors to materially reduce the involvement of Key Personnel in performing this Contract. The City will have the right to interview and approve Key Personnel, and also to require the removal and replacement of Key Personnel if the City has reasonable grounds to believe that the individual is not suitable for the assignment, including without limitation insufficient experience, inadequate qualifications, lack of necessary skills, improper conduct, background check results, or other grounds. Upon receipt of a request for rejection, removal, or replacement of an individual, Company will promptly comply with the request and provide the City with the requisite background materials for a proposed alternate or successor. If Company does not believe the City has reasonable grounds for making the request, Company will notify the City in writing and the City will have the right to exercise its termination rights under the Contract, or to suspend the Contract and any payments due until such matter is resolved.

14. Regeneration of Lost Or Damaged Data. If Company loses or damages any data in the City’s possession, Company will, at Company’s own expense, promptly replace or regenerate such data from the City's machine readable supporting material, or obtain, at Company’s own expense, a new machine readable copy of lost or damaged data from the City’s data sources.

15. City Materials and Data Treated as Confidential. Company will treat as confidential information all data and materials provided by or processed for the City in connection with this Contract. Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this Contract.

16. Background Checks and Credentialing.

16.1 BACKGROUND CHECKS REQUIRED PRIOR TO

WORK. Prior to starting work under this Contract, Company will conduct a background check on each Company employee assigned to work under this Contract, and will require its subcontractors (if any) to perform a background checkoneachof their employees assigned to work under this Contract (collectively, the “Background Checks”).

Each Background Check must include: (a) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (b) a reference check.

16.2 NEW CHECKS REQUIRED EACH YEAR AND PRIOR TO

NEW PROJECTS. After starting work under this Contract, Company will, on an annual basis, perform a Background Check for each Company employee assigned to work under this Contract during that year, and will require its subcontractors (if any) to do the same for each of their employees. If Company undertakes a new project under this Contract, then prior to commencing performance of the project Company will perform a Background Check for each Company employee assigned to work on the project, and will require its subcontractors (if any) to do the same for each of their employees.

16.3 ADDITIONAL INVESTIGATIONOFCERTAINEMPLOYEES.

If a person’s duties under this Contract fall within the categories described below, the Background Checks that Companywill be required to perform (and to have its subcontractors perform) shall also include the following additional investigation:

16.3.1 If the job duties require driving: A motor

vehicle records check.

16.3.2 If the job duties include responsibility for

initiating or affecting financial transactions: A credit history check.

16.3.3 If job duties include entering a private

household or interaction with children: A sexual offender registry check.

16.4 COMPLIANCE WITH APPLICABLE LAW. Company must

follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same.

16.5 DUTY TO REPORT INFORMATION TO CITY. Company

shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason.

16.6 CHECKS CONDUCTEDBY CITY. The Citymay conduct its

own background checks on principals of Company as the City deems appropriate. By operation of the public records law, background checks conducted by theCity are subject to public review upon request.

Additionally, certain projects may require more intensive background checks and these will be performed by the Charlotte Mecklenburg Police Department at the City’s discretion.

16.7 CREDENTIALING.All Company employeesmust adhere

to the CLT Security Handbook and the Airport Security Plan. The Company’s employees must apply and qualify for an airport security badge prior to the commencement of work. The standards adopted by the Transportation Security Administration for the

Contract: 2022000588 Turf Management Services FY2022 5 issuance of these security badges are captured in Title 49 of the Code of Federal Regulations, Part 1542.

When five (5) or more Company employees require a security badge to perform the Work, the Company must designate at least one (1) as an ‘authorized signer’. The authorized signer must hold a valid CLT badge and is responsible for all required training and the completion of all required documents and process steps to secure and retain valid CLT badges for the employees. CLT security badge requirements are accessible at: CLT Airport Credentialing.

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Contract: 2022000588 Turf Management Services FY2022 6

GENERAL CONDITIONS

This Attachment is incorporated into the Contract between the City and Company. Capitalized terms not defined in this Attachment will have the meanings stated in the Contract.

1. PRIORITY OF ATTACHMENTS. In the event of a conflict among the Attachments, the Federal Contracting Terms shall have first priority, and all other Attachments shall have priority in the order in which they are listed on the Cover Sheet.

2. INVOICES. Each invoice sent by Company shall detail all Services performed and delivered which are necessary to entitle Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order numbers will be provided by the City. Invoices must be submitted with lines matching those on the City provided purchase order.

3. PAYMENT TERMS. The City will pay undisputed, properly submitted invoices within thirty (30) days after receipt. As a condition of payment, Company must invoice the City for Services within 60 days after the Services are performed.

Company WAIVES THE RIGHT TO CHARGE THE CITY FOR ANY

SERVICES THAT HAVE NOT BEEN INVOICED WITHIN 60 DAYS

AFTER SUCH SERVICES WERE RENDERED.

4. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time without cause by giving written notice to Company. The City shall pay for Services rendered through the date of termination, subject to Company’s compliance with Section 5 of the General Conditions.

5. TERMINATION FOR CAUSE. Without limiting any other termination rights set forth in this Contract, either party may terminate this Contract for default if the other party fails to cure a material breach within thirty (30) days after receipt of written notice that identifies the breach and the intent to terminate if not cured. The City may terminate this Contract for default without a cure period if Company:

5.1. Fails to obtain, maintain, or provide proof of the

insurance policies and endorsements as required by this Contract; or

5.2. Becomes more than ten (10) days late performing the

Services; or

5.3. Acts of fails to act in a way that creates a risk to safety or causes or is likely to cause the City to incur property damage, fines, or penalties.

6. AUTHORITY TO TERMINATE. Authority to terminate this Contract on behalf of the City rests with the City Manager, any Deputy or Assistant City Manager, the Director of the City Department responsible for administering this Contract, or any designee of any of the forgoing.

7. OBLIGATIONS ON TERMINATION. Upon expiration or termination of this Contract, Company will promptly provide to the City, at no cost, (i) all data, materials, software, and equipment provided to Company by or on behalf of the City;

(ii) all deliverables that are completed or in process as of the date of termination; and (iii) a statement of all Services performed through termination, together with such detail and documentation as is otherwise required under this Contract for payment. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information”, as defined in the Section titled Confidentiality Terms.

8. REPRESENTATIONS AND WARRANTIES. Companyrepresents, warrants, and covenants that: (a) all Services and deliverables will meet and comply with Contract requirements, applicable law, and accepted industry standards; (b) each person providing the Services has the qualifications, skills, experience, and knowledge necessary to perform the tasks assigned; (c) no services or deliverables provided under this Contract will infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property rights of any third party; (d) neither the execution nor the performance of this Contract will violate any third party contractual rights; (e) Company is a duly organized and validly existing entity of the type set forth in the first paragraph of this Contract, is in good standing under the laws of the state specified in the first paragraph of this Contract, and is registered to do business in North Carolina; and (f) Company has the requisite power and authority to execute and perform this Contract. Company and each person signing this Contract for Company represents and warrants that the execution, delivery, and performance of this Contract have been duly authorized by Company. Additional warranties may be set forth in the Attachments.

9. REMEDIES.

9.1. Right to Withhold Payment. If Company breaches any

provision of this Contract, the City may elect to withhold all payments due until the breach has been fully cured.

Company and the City are each entitled to setoff and deduct from any amounts owed to the other party under this Contract all damages and expenses incurred due to the other party’s breach.

9.2. Other Remedies. The Company acknowledges that this

Contract will be funded in whole or in part by a federal grant. In the event that grant funding is lost due to the Company’s failure to deliver in compliance with the terms of the Contract, the Company shall be liable for the total amount of grant funds lost, in addition to damages available elsewhere in this Contract. The remedies set forth in this Contract are cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other remedy available at law or in equity. Additional remedies may be set forth in the Attachments.

9.3. Liquidated Damages. Not Applicable.

10. INDEMNIFICATION. To the fullest extent permitted by law, Company shall indemnify, defend, and hold harmless the City and the City’s officials, employees, and agents from and against any and claims, losses, damages, fines, penalties, Contract: 2022000588 Turf Management Services FY2022 7 royalties, obligations, liabilities, and expenses, including but not limited to reasonable attorneys' fees to the extent that they arise from actual or alleged:

10.1. Breach of contract, negligence orwillfulmisconduct by

Company or any of Company’s agents, employees, or subcontractors, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness, or disease to any person(s) or damage to or destruction of any property whether real, personal, or intangible, and including data and other intellectual property;

10.2. Violation of any federal, state, or local law, ordinance, rule, regulation, guideline, or standard by Company or its employees or subcontractors, or by any service, product, or deliverable provided under this Contract;

10.3. Violation, misappropriation, or infringement of any

copyright, trademark, patent, trade secret, or other proprietary rights with respect to any services products or deliverables provided under this Contract (“Infringement Claims”);

If an Infringement Claim occurs, Company will either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If Company is unable to comply with the preceding sentencewithin thirty days after the City is directed to cease use of a product or service, Company shall promptly refund to the City all amounts paid under this Contract.

In any case in which Company provides a defense to the City pursuant to this indemnity, the defense will be provided by attorneys reasonably acceptable to the City. The provisions of this Contract regarding indemnity will survive the expiration or termination of this Contract.

If this Contract is funded in full or in part by federal funds, the indemnity rights granted to the City in this Contract shall also extend to the U.S. Government agency that extends such funding, and to the agency’s officers, officials, employees, agents, and independent contractors (excluding Company.

11. INSURANCE.

Company shall purchase and maintain, during the life of this Contract, with an insurance company acceptable to the City and authorized to do business in the State of North Carolina, the following insurance:

(a) Automobile Liability Bodily injury and property damage liability covering all owned, non owned and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit each occurrence/aggregate. However, if the Company has access to the Aircraft Operation Area (AOA) at Charlotte Douglas International Airport, all automobile liability insurance limits shall increase to $5,000,000.00 per accident, combined single limit, each occurrence.

(b) Commercial General Liability Bodily injury and property damage liability as shall protect Company and any subcontractor performing work under this Contract from claims of bodily injury or property damage which arise from operation of this Contract whether such operations are performed by Company, any subcontractor or any person directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products/completed operation, personal injury liability and contractual liability assumedunder the indemnity provision of this Contract. However, if the Company has access to the areas inside the fence at Charlotte Douglas International Airport, Company shall obtain insurance with a limit of not less than $5,000,000.00 per occurrence/aggregate including coverage for bodily injury, products and completed operations, personal/advertising injury liability and contractual liability.

(c) Workers’ Compensation Insurance Meeting the statutory requirements of the State of North Carolina and Employers Liability $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit, providing coverage for employees and owners.

Company shall not commence any Services in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City.

Company shall not allow any subcontractor to commence Services on its subcontract until all similar insurance required of the subcontractor has been obtained and approved.

The City shall be exempt from, and in no way liable for, any sums of money that may represent a deductible in any insurance policy.

The payment of such deductible shall be the sole responsibility of Company and/or subcontractor providing such insurance.

The City of Charlotte shall be named as additional insured under the commercial general liability insurance for operations and services rendered under this Contract. Certificates of all required insurance shall be furnished to the City within fourteen (14) calendar days after Contract award and prior to commencing any work. Certificates of insurance shall contain the provision that the City will be given thirty (30) day written notice of any intent to amend or terminate by either the insured or the insuring Company.

Should any or all of the required insurance coverage be self funded/self insured, a copy of the Certificate of Self Insurance or other documentation from the North Carolina Department of Insurance shall be furnished to the City.

If any part of the Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve Company from meeting all insurance requirements or otherwise being responsible for the subcontractor.

Contract: 2022000588 Turf Management Services FY2022 8

12. NOTICE. Any notice, consent, waiver, authorization, or approval referenced in this Contract must be in writing, and delivered in person, by U.S. mail, overnight courier or electronic mail to the City and Company Contacts identified on the Cover Sheet (or as updated in writing from time to time).

Notice of breach, default, termination, prevention of performance, delay in performance, modification, extension, or waiver must also be copied to the recipients listed below (the “Official Notice Recipients”), and if sent by electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier:

David Wolfe Adam Jones

Deputy Director Assistant City Attorney

General Services Dept. City Attorney’s Office

600 E. Fourth Street 600 East Fourth Street

Charlotte, NC 28202 Charlotte, NC 28202

704 577 8611 704 336 3012 dwolfe@charlottenc.gov amjones@charlottenc.gov

Derrick Adams, Owner

Roundtree Companies, LLC

P.O. Box 480325

Charlotte, NC 28269

(704) 995 1764 roundtreeco@gmail.com

Notice shall be effective upon receipt by the intended recipient. The parties may change their Official Notice Recipients by written notice to the other party.

13. WORK ON CITY’S PREMISES. Whenever on City premises, Company will obey all instructions and City policies applicable to City employees and contractors that Company is made aware of. If Company causes damage to the City’s equipment or facilities, Company will promptly repair or replace such damaged items at Company’s expense.

14. NON APPROPRIATION OF FUNDS. If City Council does not appropriate the funding needed by the City tomake payments under this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify Company of the non appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the City that is attributable to non appropriation of funds shall constitute a breach of or default under this Contract.

15. REQUIRED BY CITY ORDINANCE: COMMERCIAL NON

DISCRIMINATION. Roundtree Companies, LLC agrees to comply with the Non Discrimination Policy set forth in Chapter 2, Article V of the Charlotte City Code, which is available for review at http://library.municode.com/index.aspx?clientId=19970 and incorporated herein by reference. Roundtree Companies, LLC consents to be bound by the award of any arbitration conducted thereunder.

16. REQUIRED BY STATE LAW.

a. E Verify. Company will comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well.

b. NC Prohibition on Contracts with Companies that Invest in Iran or Boycott Israel. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147 86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147

86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract.

17. CHARLOTTE BUSINESS INCLUSION PROGRAM. The City has adopted a CBI Program, which is posted on the City’s website and available in hard copy form upon request to the City. The parties agree that:

17.1. The terms of the City’s CBI Program, as revised from

time to time, together with all rules and guidelines established under such program (collectively, the “CBI Program”) are incorporated into this Contract by reference; and

17.2. A violation of the CBI Program shall constitute a

material breach of this Contract, and shall entitle the City to exercise any of the remedies set forth in Part D of the CBI Program, including but not limited to liquidated damages; and

17.3. Without limiting any of the other remedies the City

has under the CBI Program, the City shall be entitled to withhold periodic payments and final payment due to Company under this Contract until the City has received in a form satisfactory to the City all claim releases, payment affidavits, and other documentation required by the City’s CBI Program, and in the event payments are withheld under this provision, Company waives any right to interest that might otherwise be warranted on such withheld amount under G.S. 143 134.1; and

17.4. The remedies set forth in Part D of the CBI Program

shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy; and

17.5. The City will incur costs if Company violates the CBI

Program, and such costs are difficult to ascertain due to their indefiniteness and uncertainty. Accordingly, Company agrees to pay the City liquidated damages at the rates set forth in Part D of the CBI Program.

17.6. Company agrees to participate in any dispute

resolution process specified by the City from time to

Contract: 2022000588 Turf Management Services FY2022 9 time for the resolution of disputes arising from the CBI Program.

17.7. Nothing in this Section shall be construed to

relieve Company from any obligation it may have under N.C. Gen. Stat. 143 134.1 regarding the payment of subcontractors.

18. CHARLOTTE BUSINESS INCLUSIONMWSBE UTILIZATION AND

REPORTING

18.1. SUBCONTRACTING UTILIZATION. Company has

committed to subcontract for supplies and/orservices from City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise (MBE) and Woman Business Enterprise (WBE) for the duration of the Contract, as follows:

Total MBE Utilization 0% Total WBE Utilization 0% Total SBE Utilization 0% Total MWSBE Utilization 0%

Failure of Company to fulfill these utilization requirements shall constitute a material breach of this Contract, and shall entitle the City to exercise any of the remedies set forth in Part D of the CBI Program, including but not limited to liquidated damages.

18.2. LETTERS OF INTENT. Not Applicable.

18.3. PAYMENT AFFIDAVITS. As a condition to receiving

payments under this Contract, Company agrees to provide payment affidavits detailing the amounts paid by Company to all subcontractors and suppliers receiving payment in connection with this Contract (“Payment Affidavit”). The payment affidavit shall be submitted at such times as required by the City. In order to properly file a Payment Affidavit, Company and all subcontractors and suppliers under the Contract must be registered in the City’s vendor registration system and the City’s compliance management system. Payment Affidavits shall be in the format specified by the City from time to time.

Company consents to submit its PaymentAffidavits via theCity’s selectedelectronic compliancemanagement system, at the City’s option. Failure to provide such affidavits within the time period specified by the City shall entitle the City to exercise any of the remedies set forth in Part D, Section 14 of the Charlotte Business Inclusion Policy.

19. NON DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a

City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered amaterial breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions.

As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy.

The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time

The Company understands and agrees that violation of this Commercial Non Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions.

20. FEDERAL CIVIL RIGHTS REQUIREMENTS.

20.1. General Civil Rights. The Company agrees that it will

comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the companies from the solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. This provision also obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport through the Airport Improvement Program, except where Federal assistance is to provide, or is in the form of personal property; real property or interest therein; structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of

Contract: 2022000588 Turf Management Services FY2022 10 the following periods:

20.2. the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or

20.3. the period during which the airport sponsor or any transferee retains ownership or possession of the property.

20.4. Civil Rights – Title VI Assurances. During the

performance of this contract, the Company, for itself, its assignees, and successors in interest (hereinafter referred to as the “Company”) agrees as follows:

20.4.1. Compliance with Regulations: The Company

(hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as theymay be amended from time to time. The current version of the Title VI List of Pertinent Nondiscrimination Statutes and Authorities is included in Section 24 below.

20.4.2. Non discrimination: The Company, with regard to the

work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Company will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

20.4.3. Solicitations for Subcontracts, Including

Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Company 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 Company of the Company’s obligations under this contract and the Acts and the Regulations relative to Non discrimination on the grounds of race, color, or national origin.

20.4.4. Information and Reports: The Company 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 determinedby the sponsoror the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.Where any information required of a Company is in the exclusive possession of another who fails or refuses to furnish the information, the Company 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.

20.4.5. Sanctions for Noncompliance: In the event of a

Company’s noncompliance with the Non discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

(i)Withholding payments to the Company under the contract until the Company complies; and/or (ii)Cancelling, terminating, or suspending a contract, in whole or in part.

20.4.6. Incorporation of Provisions: The Company 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 Company 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 Company becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Company may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Company may request the United States to enter into the litigation to protect the interests of the United States.

21. TITLE VI LIST OF PERTINENT NONDISCRIMINATION

AUTHORITIES. During the performance of this contract, the Company, for itself, its assignees, and successors in interest (hereinafter referred to as the “Company”) agrees to comply with the following non discrimination statutes and authorities, as may be amended from time to time and including but not limited to:

21.1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

21.2. 49CFRpart 21 (Non discrimination In Federally Assisted Programs of The Department of Transportation— Effectuation of Title VI of The Civil Rights Act of1964);

21.3. The Uniform Relocation Assistance and Real Property

Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal aid programs and projects);

21.4. Section 504 of the Rehabilitation Act of 1973, (29U.S.C.

§ 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27;

21.5. The Age Discrimination Act of 1975, as amended, (42

U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

21.6. Airport and Airway Improvement Act of 1982, (49 USC §

471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national

Contract: 2022000588 Turf Management Services FY2022 11 origin, or sex);

21.7. The Civil Rights Restoration Act of 1987, (PL 100

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

21.8. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;

21.9. The Federal Aviation Administration’s Non

discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

21.10. Executive Order 12898, Federal Actions to Address

Environmental Justice in Minority Populations and Low Income Populations, which ensures discrimination 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;

21.11. Executive Order 13166, Improving Access to Services

for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

21.12. Title IX of the Education Amendments of 1972, as

amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

22. GENERAL.

22.1. ENTIRE AGREEMENT/AMENDMENT. This Contract

is the parties’ entire agreement regarding its subject matter. It supersedes all prior agreements, negotiations, representations, and proposals, written or oral. No change order, amendment, or other modification to this Contract will be valid unless in writing and signed by both Company and the City. Clicking “consent” or “agree” electronically when accessing software or a website will not constitute a writing sufficient to bind the City.

22.2. RELATIONSHIP OF THE PARTIES. The parties’

relationship under this Contract is solely that of independent contractors. Nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day to day administrative activities of the other; or (ii) constitute such parties as partners, co owners or otherwise as participants in a joint venture. Neither party has power or authority to act for, bind, or otherwise create or assume any obligation on behalf of the other.

22.3. GOVERNING LAW AND VENUE. North Carolina lawwill

govern all matters relating to this Contract (without regard to North Carolina conflicts of law principles).

Any legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina, other than actions to enforce a judgment.

22.4. ASSIGNMENT/SUBCONTRACTING. Neither party may

assign or subcontract any of its rights or obligations under this Contract without prior written consent of the other party. Unauthorized assignments shall be void.

22.5. DELAY / CONSEQUENTIAL DAMAGES. The City will not

be liable to Company, its agents or any subcontractor for or any delay in performance by the City, or for any consequential, indirect, or special damages or lost profits related to this Contract.

22.6. SEVERABILITY. The invalidity of one or more provisions

of this Contract will not affect the validity of the remaining provisions so long as the material purposes of the Contract can be achieved. If any provision of this Contract is held to be unenforceable, then both parties will be relieved of the unenforceable obligations, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent.

22.7. PUBLICITY. Company may not identify or reference the

City or this Contract in any advertising, sales promotion, or other materials without the City’s prior written consent of the City except: (i) Company may list the City as a reference, and (ii) Company may identify the City as a customer in presentations to potential customers.

22.8. WAIVER. No waiver of any provision of this Contract

shall be effective unless in writing and signed by the party waiving the rights. No delay or omission by either party to exercise any right or remedy it has under this Contract shall impair or be construed as a waiver of such right or remedy. A waiver by either party of any covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant.

22.9. SURVIVAL. Any provision of this Contract that

contemplates performance or observance subsequent to termination or expiration of this Contract shall survive termination or expiration and continue in full force and effect for the period so contemplated including, but not

Contract: 2022000588 Turf Management Services FY2022 12 limited to, provisions relating to warranties and warranty disclaimers, intellectual property ownership, indemnity, payment terms, and confidentiality.

22.10. TAXES. Company will pay all applicable federal, state, and local taxes that may be chargeable against the performance of the Services.

22.11. CONSTRUCTION OF TERMS. Both parties have

carefully considered the particular language used in this Contract. The general rule of law that ambiguities are construed against the drafter will not apply.

22.12. DAYS. Unless specifically stated otherwise, all

references to days in this Contract refer to calendar days rather than business days. Any references to “business days” shall mean the days that the City’s main office at 600

East Fourth Street, Charlotte, NC, is open for the public to transact business.

22.13. CONFLICTS OF INTEREST. Company will not take

any action that is or is likely to be perceived as conflict of interest under this Contract. Company has not made and will not make any gifts to City employees or officials in connection with this Contract.

22.14. COMPLIANCE WITH LAWS. Company and its

subcontractors will comply with all local, state, and federal ordinances, statutes, laws, rules, regulations, and standards (“Applicable Law”) in performing this Contract. Company represents and warrants that each deliverable provided under this Contract will comply with all Applicable Law, including without limitation the Americans With Disabilities Act. Additionally, for any work the Company and its subcontractors do at the Charlotte Douglas International Airport, the Company also agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Work. The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices.

Such laws will include, but shall not be limited to workers’ compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work.

22.15. PRE AUDIT. No pre audit certificate is required under

N.C. Gen. Stat. 159 28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre audit certificate.”

The Company will execute and submit to the City a quote for each scope of work that the Company proposes to provide to the City under this Contract.

The City may accept the proposed Quote by issuing a purchase…