ENVIRONMENTAL CONSULTING SERVICES · Antonio B. Won Pat International Airport Authority, Guam RFP NO. RFP-001-FY19 ENVIRONMENTAL CONSULTING SERVICES TABLE OF CONTENTS A. REQUEST FOR

REQUEST FOR PROPOSAL

RFP NO. RFP-001-FY19

ENVIRONMENTAL CONSULTING SERVICES

P.O. BOX 8770 CHARLES H. ADA II

TAMUNING, GUAM 96931 Executive Manager

Date of Issue: December 13, 2018

Environmental Consulting Services RFP-001-FY19

TABLE OF CONTENTS RFP No. RFP-001-FY19

Antonio B. Won Pat International Airport Authority, Guam



TABLE OF CONTENTS

A. REQUEST FOR PROPOSALS (RFP) DOCUMENTS

RFP Announcement

Schedule of Events

Basic Information

General Terms and Conditions

B. REQUIRED FORMS FOR PROPOSAL SUBMITTAL

1. Special Reminder to Proposers

2. Affidavit Disclosing Ownership and Commissions

3. Affidavit Regarding Non-Collusion

4. Affidavit Regarding No Gratuities or Kickbacks

5. Affidavit Regarding Contingent Fees

6. Affidavit Regarding Ethical Standards

7. Declaration Regarding Compliance with U.S. DOL Wage Determination and the

most recent wage determination applicable to Guam issued by the U.S.

Department of Labor

8. Designation of Subcontractors

9. Proposer’s Financial Statement

10. Title VI Solicitation Notice

11. Acknowledgement of Receipt Form

C. ATTACHMENTS:

Attachment 1 – Preliminary Scope of Work

Attachment 2 – Draft Agreement


SCHEDULE OF EVENTS RFP No. RFP-001-FY19

SCHEDULE OF EVENTS

EVENT DATE (all times are ChST) LOCATION

RFP Issue Date December 13, 2018 GIAA Administration Office,

GIAA Main Terminal, 3rd Floor

www.guamairport.com

Deadline for Receipt of

Written Questions

5:00 p.m.,

December 20, 2018 Single Point of Contact

RFP Submission

Deadline

4:00 p.m.,

January 11, 2018

GIAA Administration Office,

GIAA Main Terminal, 3rd Floor


BASIC INFORMATION RFP No. RFP-001-FY19

Page 1 of 4

Antonio B. Won Pat International Airport Authority, Guam



BASIC INFORMATION

1. Services Required

In accordance with the Guam Procurement Laws and Regulations, the A.B. Won Pat

International Airport Authority, Guam (GIAA), a public corporation and autonomous

instrumentality of the Government of Guam, is soliciting proposals from professional firms

or individuals to assist GIAA in the management of its environmental programs.

2. Description of the Work Involved

The Preliminary Scope of Work, which describes the work to be accomplished, is contained

herein as Attachment 1. Upon final selection of the best qualified Proposer, the Preliminary

Scope of Work may be modified and refined during contract negotiations.

3. Time and Duration of the Work Involved

It is anticipated that the services contained in Attachment 1 will begin as soon as practicable

and continue for a period of five (5) years from the issuance of the Notice to Proceed.

4. Type of Contract

A professional services agreement will be consummated between the awardee and GIAA.

A draft agreement is included as part of this RFP. The selected proposer must show

evidence that it is licensed in Guam at the time of contract signing. Time is of the essence

performing these services. Inordinate delays, as determined by GIAA, in obtaining its

Guam business license by the time of contract signing may result in the selected proposer

being determined non‐responsive.

The agreement will provide that the contractual obligation of both parties in each fiscal

period succeeding the first is subject to the appropriation and availability of funds therefor.

The agreement shall further provide that, in the event that funds are not available for any

succeeding fiscal period, the remainder of such contract shall be cancelled; however, this

does not affect GIAA’s or contractor’s rights under any termination clause in the

agreement. In the event of cancellation, the contractor shall be reimbursed the reasonable

value of any nonrecurring costs incurred but not amortized in the price of the services

performed under the agreement. GIAA must notify the contractor on a timely basis that the

funds are, or are not, available for the continuation of the agreement for each succeeding

fiscal period.



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5. Submittal Date

All proposals must be received at the receptionist desk at the Administration Office, no

later than the submission deadline set forth in the Schedule of Events.

6. Form of Submittal

All proposals must be submitted in writing. Proposers must provide one (1) original

(stamped original), and five (5) copies and one (1) electronic file (.pdf format) of the

proposal on compact disc by the submission deadline. Proposals should be submitted in a

sealed package to the address below no later than the submission deadline. The outside of

the sealed package must clearly state the name and address of the Proposer and the RFP

No. and name.

Deliver proposals to:

By Hand Delivery By Mail:

A.B. Won Pat International

Airport Authority, Guam

Administration Office, 3rd Floor

355 Chalan Pasajeru

Tamuning, Guam

Attention: Executive Manager

A.B. Won Pat International

Airport Authority, Guam

P.O. Box 8770

Tamuning, Guam 96931


7. Contents of the Proposal

At a minimum, the proposal shall contain:

A. A transmittal letter prepared on the Proposer’s business stationary setting forth a brief

summary of the proposer’s proposal. The letter must be signed by an individual who

is authorized to bind the proposer to all statements in the proposal; and

B. The name of the Proposer, the location of the Proposer’s principal place of business

and, if different, the place of performance of the proposed contract; and

C. The age of the Proposer’s business and the average number of employees the past year;

and

D. The current workload of the Proposer; and

E. The abilities, qualifications, experience and the role of the key persons that would be

assigned to perform the services contained in Attachment 1; and

F. A list of other contracts under which services similar in scope, size, and discipline as

the required services that the Proposer substantially performed or accomplished as the



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Prime and/or Principal Contractor within a period of the last five years, including the

names and telephone numbers of clients. The contracts described should only contain

those services contained in Attachment 1; and

G. A discussion of the program (plan) that the Proposer will undertake to accomplish the

objectives of the services described in Attachment 1, including who will be the main

point(s) of contact; and

H. A statement that the Proposer has established and implemented an Affirmative Action

Plan; and

I. The anticipated involvement expressed by percentage and the nature of involvement

of the work contained in Attachment 1 that will be conducted by sub-contractors or

associations; and

J. A statement of agreement with all the terms of RFP and any addenda.

All timely proposals submitted in response to the RFP become the property of GIAA and will not

be returned.

8. Selection of Best Qualified Proposer and Proposal

A. Evaluation and Ranking: After receipt of all proposals, the established Evaluation

Committee will conduct an independent evaluation of all timely proposals received under

this solicitation. Discussion may be held with Proposers, via interviews or other means, to

assist the Evaluation Committee with their evaluation of the proposals, if deemed

necessary. Each proposal shall be evaluated according to the criteria as reflected herein and

shall be ranked accordingly.

The ranking of the proposals will be based on the averaging of the rankings awarded to the

proposals by each committee member.

The evaluation scores will be tallied and a “Short Listing” will be established based on the

ranking results of the evaluation scores. GIAA reserves the right to short-list to maximum

of six (6) qualified Proposers.

B. Selection and Award: The Executive Manager will review the ranking results of the

Evaluation Committee. The selection of the best qualified responsible, responsive

Proposer will be based on the ranking of the Proposers, which will be presented to the

GIAA Board of Directors for approval. The highest ranked Proposer will enter into

negotiations with GIAA. If contract terms can be successfully negotiated and an agreement

can be reached as to a reasonable fee, the agreement will be finalized for execution by both

parties.



Page 4 of 4

If GIAA is unable to negotiate a contract with the highest ranked Proposer, the Executive Manager or designee, may enter into negotiations with the next most qualified Proposer, re-solicit for offers or cancel the RFP in accordance with applicable law.

9. Evaluation Criteria

The following factors and their relative importance that will be used in the evaluation of

proposals are:

Evaluation Criteria Points

1. The ability to perform the services as reflected by

general experience, specific experience in providing

the required services, and qualifications and abilities

of key personnel proposed to be assigned to perform

the services

30 points

2. Plan for performing the required services 20 points

3. Demonstrated record of past performance of work

similar in size, scope and discipline

10 points

4. Understanding of the scope of service’s potential

problems and GIAA’s special concerns

10 points

5. The personnel and facilities to perform the services

currently available or demonstrated to be available at

the time of contracting

10 points

6. Demonstrated ability to meet schedules or deadlines 10 points

7. The degree of interest in undertaking the project 5 points

8. Proposer’s reputation for personal and professional

integrity and competence

5 points

Total 100 points

Fee Proposals

Proposers shall not submit any cost or pricing data with their proposal. Fee proposals shall be

submitted at a time and in a format as determined by GIAA.

*** END OF BASIC INFORMATION***


GENERAL TERMS AND CONDITIONS RFP No. RFP-001-FY19

Page 1 of 8

A.B. Won Pat International Airport Authority, Guam



GENERAL TERMS AND CONDITIONS

1. AUTHORITY:

This Request for Proposals (RFP) is issued subject to all the provisions of the Guam

Procurement Law (5 GCA Chapter 5) and the Guam Procurement Regulations. The RFP

requires all parties involved in the preparation, negotiation, performance, or administration

of contracts to act in good faith.

2. SINGLE POINT OF CONTACT

From the date this RFP is issued until final award, Proposers shall not communicate with

any GIAA staff, Board Members or officials regarding this procurement, except for

Daniel Quitugua, the Single Point of Contact for this procurement. Any unauthorized

contact may disqualify the proposer from further consideration. All inquiries shall be

submitted in writing to:

Henry M. Cruz

A.B. Won Pat International Airport Authority, Guam

P.O. Box 8770 Tamuning

Guam 96931

Email: [email protected]

3. PROPOSALS

Proposers are required to read each and every page of the RFP and by the act of submitting

a proposal shall be deemed to have accepted all conditions contained therein. In no case

will failure to inspect constitute grounds for a claim or for the withdrawal of a proposal

after opening. Proposals shall be filled out and signed in ink or typewritten. Erasures or

other changes in a proposal must be explained or noted over the signature of the Proposer.

Proposals containing any conditions, omissions, unexplained erasures or alternations or

items not called for in the RFP, or irregularities of any kind may rejected by GIAA.

4. RECEIPT AND OPENING OF PROPOSALS

Envelopes containing proposals shall be sealed and marked on the face with the name and

address of the proposer, the description of the services being solicited and the time and date

of submission. Telegraphic proposals will not be considered, and modification by telegraph

of proposals already submitted will not be considered. Proposals shall be hand carried,



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received and time-stamped at the place indicated in the RFP documents on or before the

indicated submission deadline. Proposals received through the mail will not be accepted if

such mail is received at the address showing after the submission date and time. Proposals

will not be opened publicly.

5. GIAA’S RIGHTS RESERVED

While GIAA has every intention to award a contract as a result of this RFP, issuance of the

RFP in no way constitutes a commitment by GIAA to award and execute a contract. Upon

a determination such actions would be in its best interest, GIAA, in its sole discretion,

reserves the right to:

Cancel or terminate this RFP;

Reject any or all proposals received in response to this RFP;

Waive any undesirable, inconsequential, or inconsistent provisions of this RFP

which would not have significant impact on any proposal;

Waive any minor informalities in proposals received, or have them corrected by the

proposer in accordance with applicable regulations;

Not award if it is in the best interest of GIAA not to proceed with contract

execution; or

If awarded, terminate any contract if GIAA determines adequate funds are not

available.

6. LATE PROPOSALS

Late proposals will not be accepted.

7. LIABILITY FOR COST TO THE PROPOSAL

GIAA shall not liable for any costs incurred by the proposer in connection with this RFP.

By submitting a proposal, the Proposer specifically waives the right against GIAA for any

expenses incurred in proposal preparation. Submitted proposals become the property of

GIAA.

8. RIGHT TO AMEND OR CANCEL

GIAA reserves the right, to amend, supplement or cancel the RFP, in whole or in part at

any time, or reject any or all proposals submitted in response, when this action serves the

best interest of GIAA as provided in the Guam Procurement Regulations.

9. EXPLANATION TO PROPOSERS

No oral explanation regarding this RFP will be made and no oral instructions will be given

before award. Discrepancies, omissions, or doubts as to the meaning of any part of this

RFP should be communicated in writing to the Single Point of Contact within the time

frame allocated for the submission of questions. Proposers should act promptly and allow



Page 3 of 8

sufficient time for a reply to reach them in the form of an amendment to the RFP, which

will be forwarded to all prospective Proposers and its receipt by the Proposer should be

acknowledged in the proposal.

10. WITHDRAWAL OF PROPOSALS

Proposals may be withdrawn on written request received from Proposer(s) prior to the

submission deadline. Negligence on the part of the Proposer in preparing the proposal

confers no right for the withdrawal of the proposal after it has been submitted.

11. METHOD OF AWARD

GIAA reserves the right to waive any informalities or irregularities in proposals received

when such waiver is in the best interest of GIAA. GIAA shall have the right to award,

amend, or reject proposals in whole or in part. It is the policy of GIAA to award proposals

to Proposers duly authorized and licensed to conduct business in Guam.

12. PAYMENT

Payment shall be made using a method mutually agreed upon by GIAA and the successful

Proposer.

13. TAXES

Specific information on taxes may be obtained from the Director of the Department of

Revenue and Taxation. The awardee will be responsible for payment of all applicable taxes.

14. LICENSING

Proposers are cautioned that GIAA will not consider for award any proposal submitted by

a Proposer who has not complied with the Guam Licensing Law. Proposers shall, at their

own expense, procure all permits, certificates and licenses and shall give all notices and

necessary reports required by law for the execution of the work. Specific information on

licenses may be obtained from the Director of the Department of Revenue and Taxation.

15. AFFIDAVITS AND ASSURANCES

Each Proposer is required to submit the affidavits and assurances attached relating to the

following matters. Failure to include said affidavits and assurances shall render a proposal

non-responsive.

• Disclosure of Major Shareholders per 5 GCA § 5233. As a condition of submitting a

proposal, any partnership, sole proprietorship or corporation doing business with the

government of Guam, shall submit an affidavit executed under oath that lists the name and

address of any person who has held more than ten percent (10%) of the outstanding interest

or shares in said partnership, sole proprietorship or corporation at any time during the



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twelve (12) month period immediately preceding submission of a proposal. The affidavit

shall contain the number of shares or the percentage of all assets of such partnership, sole

proprietorship or corporation which have been held by each such person during the twelve

(12) month period. In addition, the affidavit shall contain the name and address of any

person who has received or is entitled to receive a commission, gratuity or other

compensation for procuring or assisting in obtaining business related to this RFP for the

Proposer and shall also contain the amount of any such commission, gratuity or other

compensation. The affidavit shall be open and available to the public for inspection and

copying.

• Certification of Independent Price Determination per 2 GAR § 3126. By submitting a

proposal, the Proposer certifies that the proposal submitted was independently arrived at

without collusion.

• Representation Regarding Gratuities and Kickbacks per 5 GCA § 5630 and 2 GAR §

11107(4)(e). The Proposer represents that it has not violated, is not violating, and promises

that it will not violate the prohibition against gratuities and kickbacks set forth in § 11107

of the Guam Procurement Regulations.

• Prohibition against Contingent Fees per 2 GAR § 11108. It shall be a breach of ethical

standards for a person to be retained, or to retain a person, to solicit or secure a government

contract upon an agreement or understanding for a commission, percentage, brokerage, or

contingent fee, except for retention of bona fide employees or bona fide established

commercial selling agencies for the purpose of securing business.

• Representation regarding Ethical Standards per 2 GAR § 11103. The Proposer represents

that it has not knowingly influenced and promises that it will not knowingly influence a

government employee to breach any of the ethical standards set forth 5 GCA Chapter 5

Article 11, (Ethics in Public Contracting) of the Guam Procurement Act and in Chapter 11

of the Guam Procurement Regulations.

• Wage Determination per 5 GCA § 5801. In such cases where the Government of Guam

enters into contractual arrangements with a sole proprietorship, a partnership or a

corporation (‘contractor’) for the provision of a service to the Government of Guam, and

in such cases where the contractor employs a person(s) whose purpose, in whole or in part,

is the direct delivery of service contracted by the government of Guam, then the contractor

shall pay such employee(s) in accordance with the Wage Determination for Guam and the

Northern Mariana Islands issued and promulgated by the U.S. Department of Labor for

such labor as is employed in the direct delivery of contract deliverables to the government

of Guam. The Wage Determination most recently issued by the U.S. Department of Labor

at the time a contract is awarded to a contractor by the government of Guam shall be used

to determine wages, which shall be paid to employees pursuant to this Article. Should any

contract contain a renewal clause, then at the time of renewal adjustments, there shall be

made stipulations contained in that contract for applying the Wage Determination, as

required by this Article, so that the Wage Determination promulgated by the U.S.

Department of Labor on a date most recent to the renewal date shall apply.



Page 5 of 8

• Benefits Determination per 5 GCA § 5802. In addition to the Wage Determination

detailed in 5 GCA Chapter 5, Article 13, any contract to which 5 GCA Chapter 5, Article

13 applies shall also contain provisions mandating health and similar benefits for

employees covered by 5 GCA Chapter 5, Article 13, such benefits having a minimum value

as detailed in the Wage Determination issued and promulgated by the U.S. Department of

Labor, and shall contain provisions guaranteeing a minimum of ten (10) paid holidays per

annum per employee.

• Compliance with Public Law 28-98: Restriction Against Contractors Employing

Convicted Sex Offenders from Working at Government of Guam Venues.

The final contract between GIAA and the awardee shall include the following provisions:

(1) warranties that no person providing services on behalf of the contractor has been

convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an offense

as defined in Article 2 of Chapter 28, Title 9 GCA, or an offense in another jurisdiction

with, at a minimum, the same elements as such offenses, or who is listed on the Sex

Offender Registry; and

(2) that if any person providing services on behalf of the contractor is convicted of a sex

offense under the provisions of Chapter 25 of Title 9 GCA or an offense as defined in

Article2 of Chapter 28, Title 9 GCA or an offense in another jurisdiction with, at a

minimum, the same elements as such offenses, or who is listed on the Sex Offender

Registry, that such person will be immediately removed from working at said agency and

that the administrator of said agency be informed of such within twenty-four (24) hours of

such conviction.

16. PROHIBITION ON MULTIPLE OR ALTERNATE PROPOSALS

Multiple or alternate proposals from a single Proposer will not be accepted.

17. ASSIGNMENT

Assignment of the contract is subject to prior approval by GIAA.

18. DETERMINATION OF RESPONSIBILITY OF PROPOSER

GIAA reserves the right to request from Proposers information necessary to determine

whether or not they are responsible and to determine the responsibility in accordance with

§3116(2) of the Guam Procurement Regulations.

19. LAW TO BE OBSERVED

Proposers are to be familiar with federal and local laws, codes, ordinances, and regulations

which, in any manner, affect those engaged or employed in the work. No misunderstanding



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or ignorance on the part of the Proposer will in any way serve to modify the any provisions

of the resulting contract.

20. STATUS OF CONTRACTOR

The awardee (and its officers, agents, servants and employees) shall be an independent

contractor performing professional services for GIAA.

21. INSURANCE

The awardee shall procure and maintain at its own expense such insurance necessary to

comply with the insurance requirements set forth in the draft contract included as part of

this RFP.

22. CONFIDENTIAL OR PROPRIETARY INFORMATION

Proposers may identify trade secrets and other proprietary data contained in their proposals.

If the proposer selected for award has requested in writing the nondisclosure of trade

secrets and other proprietary data so identified, GIAA shall examine the request to

determine its validity prior to entering into negotiations. If the parties do not agree as to

the disclosure of data, GIAA shall inform the proposer in writing what portion of the

proposal will be disclosed and that, unless the proposer withdraws the proposal or protests

under 5 G.C.A. Chapter 5 Article 9 the proposal will be so disclosed.

23. SECURITY COMPLIANCE

Proposed awardee shall comply with and conform its performance of the work to GIAA’s

Airport Security Program, Security Directives and Emergency Amendments and FAA

regulations (collectively, “Security Requirements”). Proposed awardee shall require all

persons, including without limitation its subcontractors, agents, employees, or invitees,

entering the Antonio B. Won Pat International Airport, including without limitation,

surrounding facilities, parking lots, and runways, (collectively the “Airport Premises”) to

comply with the Security Requirements and the Airport Rules and Regulations. Proposed

awardee agrees to pay, indemnify and save GIAA harmless from and against any and all

fines and penalties imposed or assessed on GIAA and/or proposed awardee for any breach

of the Security Requirements by proposed awardee, its subcontractors, agents, employees,

or invitees, whether intentional, non-intentional, or through negligence occurring on the

Airport Premises during the term, or any extended term, of the contract. Proposed awardee

further agrees to rectify any security deficiency or other deficiency as may be determined

as such by GIAA or the United States Department of Transportation, Federal Aviation

Commission, the Transportation Security Administration, or any other federal agency. In

the event proposed awardee fails to remedy any such deficiency, GIAA may do so at the

cost and expense of proposed awardee. GIAA reserves the right to take whatever action is

necessary to rectify any security deficiency or other deficiency.



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24. BADGES AND PASSES

All awardee employees shall obtain any required secure identification display area

(“SIDA”) badges and vehicle passes. All applicants for a SIDA badge must complete

security training and must pass criminal and other background investigations. Proposers

are advised that GIAA may, at its discretion, change security regulations and requirements

from time to time and the awardee shall comply will all such regulations and requirements.

If applicable, the awardee shall, prior to the start of the contract, submit to GIAA an

estimate of the number of personnel expected to have badges and passes. Each employee

shall wear the government issued badge over the front of the outer clothing. When an

employee leaves the awardee’s employment, it is the responsibility of the awardee to

surrender the badge and pass. All issued badges must be surrendered at the termination of

the contract.

25. OPERATION OF VEHICLES ON THE AOA

All operations on the AOA shall be in accordance with GIAA’s AOA Driving Directives

and all applicable laws, rules and regulations. Before the awardee shall permit any

employee of the awardee or any subcontractor to operate a motor vehicle of any kind or

type on the AOA (and unless escorted by a GIAA approved escort), the awardee shall

ensure that all such vehicle operators possess current, valid, and appropriate Guam driver’s

licenses. In addition, any motor vehicles and equipment of the awardee or of any

subcontractor operating on the AOA must have an appropriate vehicle identification permit

issued by GIAA, which identification must be displayed as required by GIAA.

The awardee agrees that its vehicles, cargo, goods and other personal property are subject

to being inspected and searched when attempting to enter or leave and while on the AOA.

The awardee further agrees on behalf of itself and its subcontractors that it shall not

authorize any employee or other person to enter the AOA unless and until such employee

other person has executed a written consent-to-search/inspection form acceptable to GIAA.

The awardee acknowledges and understands that the forgoing requirements are for the

protection of users of the Airport and are intended to reduce incidents of cargo tampering,

aircraft sabotage, thefts and other unlawful activities at the Airport. For this reason, the

awardee agrees that persons not executing such consent-to-search/inspection form shall not

be employed by the awardee or by any subcontractor at the Airport in any position requiring

access to the AOA or allowed entry to the AOA by the awardee or by any subcontractors.

26. TITLE VI SOLICITATION NOTICE

GIAA, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78

Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all

proposers that it will affirmatively ensure that any contract entered into pursuant to this

advertisement, disadvantaged business enterprises will be afforded full and fair opportunity



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to submit proposals in response to this invitation and will not be discriminated against on

the grounds of race, color, or national origin in consideration for an award.

***END OF GENERAL TERMS AND CONDITIONS***


RFP No. RFP-001-FY19

B.) REQUIRED FORMS


SPECIAL REMINDER TO PROSPECTIVE PROPOSERS RFP No. GIAA-001-FY19

Page 1 of 2

SPECIAL REMINDER TO PROSPECTIVE PROPOSERS

Proposers are reminded to read the entire RFP to ascertain that all of the requirements of the RFP

are submitted in duplicate in a sealed envelope on or before the RFP Submission Deadline set forth

in the Schedule of Events.

Proposer’s proposal submission must include all of the following

items/documents organized and tabulated in the following order:

Included in

Proposal

[✔]

Form

1. Affidavit Disclosing Ownership and Commissions.

a. As a condition of the RFP, any partnership, sole proprietorship or

corporation doing business with the Government of Guam, shall submit an

affidavit executed under oath that lists the name and address of any person who

has held more than ten percent (10%) of the outstanding interest or share in said

partnership, sole proprietorship or corporation at any time during the twelve (12)

month period immediately preceding submission of proposal. The affidavit shall

contain the number of shares or the percentage of all assets of such partnership,

sole proprietorship or corporation held by each person at any time during the

twelve (12) month period of such ownership. In addition, the affidavit shall

contain the name and address of any person who has received or is entitled to

receive a commission, gratuity or other compensation for the procuring or

assisting in obtaining business related to the proposal for the proposer and shall

contain the amount of any such commission, gratuity or other compensation.

This affidavit shall be open and available to the public for inspection and

copying.

b. Failure by any proposer to submit the Affidavit Disclosing Ownership

and Commissions on the form furnished by GIAA shall result in the

disqualification of its proposal.

2. Affidavit Regarding Non-Collusion. The Affidavit Regarding Non-Collusion

form furnished by GIAA as part of the RFP documents must be completed,

signed and submitted in the RFP envelope together with the proposal.

3. Affidavit Regarding No Gratuities or Kickbacks. The Affidavit Regarding

No Gratuities or Kickbacks form furnished by GIAA as part of the RFP

documents must be completed, signed and submitted in the proposal envelope

together with the proposal.

4. Affidavit Regarding Contingent Fees. The Affidavit Regarding Contingent

Fees form furnished by GIAA as part of the RFP documents must be completed,

signed and submitted in the proposal envelope together with the proposal.


SPECIAL REMINDER TO PROSPECTIVE PROPOSERS RFP No. GIAA-001-FY19

Page 2 of 2

Included in

Proposal

[✔]

Form

5. Affidavit Regarding Ethical Standards. The Affidavit Regarding Ethical

Standards Affidavit form furnished by GIAA as part of the RFP documents must

be completed, signed and submitted in the proposal envelope together with the

proposal.

6. Declaration Regarding Compliance with U.S. DOL Wage and Benefits

Determination and the most recent wage determination applicable to Guam

issued by the U.S. Department of Labor. The Declaration Regarding

Compliance with U.S. DOL Wage and Benefits Determination Form furnished

by GIAA as part of the RFP documents must be completed, signed and submitted

in the proposal envelope together with the proposal. The most recent wage

determination applicable to Guam issued by the U.S. Department of Labor must

be attached to the Declaration.

7. Designation of Subcontractors. This designation must be completed, signed,

and submitted in the proposal envelope together with the proposal.

8. Proposer’s Financial Statement. This statement must be completed, signed

and submitted in the proposal envelope together with the proposal.

9. Title VI Solicitation Notice. This form must be completed, signed and

submitted in the proposal envelope together with the proposal.

10. Special Reminder to Prospective Proposers. This Special Reminder to

Prospective Proposers must be signed and returned in the envelope containing

the proposal. Failure to comply with the above requirements may result in

disqualification and rejection of the proposal.

I, _______________________________ (name), authorized representative of

____________________________________ (Proposer) acknowledge receipt of this Special

Reminder to Prospective Proposers and the RFP, and hereby attest that I have read and understand

its intent and implications.

______________________________________ Date: _______________________

PROPOSER REPRESENTATIVE'S SIGNATURE

THIS DOCUMENT MUST BE COMPLETED AND

RETURNED IN THE ENVELOPE CONTAINING THE PROPOSAL.


AFFIDAVIT DISCLOSING OWNERSHIP and COMMISSIONS RFP No. GIAA-001-FY19

AFFIDAVIT DISCLOSING OWNERSHIP and COMMISSIONS

CITY OF )

) ss. )

A. I, the undersigned, being first duly sworn, depose and say that I am an authorized representative

of the offeror and that [please check only one]:

[ ] The offeror is an individual or sole proprietor and owns the entire (100%) interest in the

offering business.

[ ] The offeror is a corporation, partnership, joint venture, or association known as [please

state name of offeror company], and the persons, companies, partners, or joint venturers who have held

more than 10% of the shares or interest in the offering business during the 365 days immediately preceding

the submission date of the proposal are as follows [if none, please so state]:

Name Address % of Interest

_________________________ ___________________________ __________________

_________________________ ___________________________ __________________

_________________________ ___________________________ __________________

B. Further, I say that the persons who have received or are entitled to receive a commission, gratuity

or other compensation for procuring or assisting in obtaining business related to the bid or proposal for

which this affidavit is submitted are as follows [If none, please so state]:

Name Address Compensation

_________________________ ___________________________ __________________

_________________________ ___________________________ __________________

_________________________ ___________________________ __________________

C. If the ownership of the offering business should change between the time this affidavit is made and

the time an award is made or a contract is entered into, then I promise personally to update the disclosure

required by 5 GCA §5233 by delivering another affidavit to the government.

Signature of one of the following:

Offeror, if the proposer is an individual:

Partner, if the offeror is a partnership;

Officer, if the offeror is a corporation.

Subscribed and sworn to before me this day

of _____________, 20____.

NOTARY PUBLIC

My commission expires , .

THIS AFFIDAVIT MUST BE COMPLETED AND RETURNED IN THE ENVELOPE

CONTAINING THE PROPOSAL.


AFFIDAVIT REGARDING NON-COLLUSION RFP No. GIAA-001-FY19

AFFIDAVIT REGARDING NON-COLLUSION

CITY OF )

) ss.

)

[state name of affiant signing below], being first

duly sworn, deposes and says that:

1. The name of the offering company or individual is [state name of company]

.

2. The proposal for the solicitation identified above is genuine and not collusive or a

sham. The offeror has not colluded, conspired, connived or agreed, directly or indirectly, with any

other offeror or person, to put in a sham proposal or to refrain from making an offer. The offeror

has not in any manner, directly or indirectly, sought by an agreement or collusion, or

communication or conference, with any person to fix the proposal price of offeror or of any other

offeror, or to fix any overhead, profit or cost element of said proposal price, or of that of any other

offeror, or to secure any advantage against the Government of Guam or any other offeror, or to

secure any advantage against the Government of Guam or any person interested in the proposed

contract. All statements in this affidavit and in the proposal are true to the best of the knowledge

of the undersigned. This statement is made pursuant to 2 GAR Division 4 § 3126(b).

3. I make this statement on behalf of myself as a representative of the offeror, and on

behalf of the offeror’s officers, representatives, agents, subcontractors, and employees.


Offeror, if the offeror is an individual;



Subscribed and sworn to

before me this day of , ____.

NOTARY PUBLIC

My commission expires:




AFFIDAVIT RE NO GRATUTIES OR KICKBACKS RFP No. GIAA-001-FY19

AFFIDAVIT re NO GRATUITIES or KICKBACKS

CITY OF )

) ss.

_______________________)

1. The name of the offering firm or individual is [state name of offeror /company]

. Affiant is [state one of the

following: the offeror, a partner of the offeror, an officer of the offeror] making the foregoing

identified bid or proposal.

2. To the best of affiant's knowledge, neither affiant, nor any of the offeror's officers,

representatives, agents, subcontractors, or employees have violated, are violating the prohibition

against gratuities and kickbacks set forth in 2 GAR Division 4 § 11107(e). Further, affiant

promises, on behalf of offeror, not to violate the prohibition against gratuities and kickbacks as set

forth in 2 GAR Division 4 § 11107(e).

3. To the best of affiant's knowledge, neither affiant, nor any of the offerors officers,

representatives, agents, subcontractors, or employees have offered, given or agreed to give, any

government of Guam employee or former government employee, any payment, gift, kickback,

gratuity or offer of employment in connection with the offeror’s proposal.

4. I make these statements on behalf of myself as a representative of the offeror, and

on behalf of the offeror's officers, representatives, agents, subcontractors, and employees.


Offeror, if the proposer is an individual;



Subscribed and sworn to before me this

day of , 20 .

NOTARY PUBLIC

My Commission Expires:




AFFIDAVIT RE CONTINGENT FEES RFP No. GIAA-001-FY19

AFFIDAVIT re CONTINGENT FEES

CITY OF )

) ss.

________________________)


duly sworn, deposes and says that: The name of the offering company or individual is [state

name of company] .

1. As a part of the offering company's bid or proposal, to the best of my

knowledge, the offering company has not retained any person or agency on a percentage,

commission, or other contingent arrangement to secure this contract. This statement is made

pursuant to 2 GAR Division 4 11108(f).

2. As a part of the offering company's bid or proposal, to the best of my

knowledge, the offering company has not retained a person to solicit or secure a contract with the

government of Guam upon an agreement or understanding for a commission, percentage,

brokerage, or contingent fee, except for retention of bona fide employees or bona fide established

commercial selling agencies for the purpose of securing business. This statement is made pursuant

to 2 GAR Division 4 11108(h).

3. I make these statements on behalf of myself as a representative of the

offeror, and on behalf of the offeror’s officers, representatives, agents, subcontractors, and

employees.





Subscribed and sworn to before me this

day of , 20 .

NOTARY PUBLIC

My commission expires ,




AFFIDAVIT RE ETHICAL STANDARDS RFP No. GIAA-001-FY19

AFFIDAVIT re ETHICAL STANDARDS

CITY OF )

) ss.

)


duly sworn, deposes and says that:

The affiant is [state one of the following: the

offeror, a partner of the offeror, an officer of the offeror] making the foregoing identified bid or

proposal. To the best of affiant's knowledge, neither affiant nor any officers, representatives,

agents, subcontractors or employees of proposer have knowingly influenced any government of

Guam employee to breach any of the ethical standards set forth in 5 GCA Chapter 5, Article II.

Further, affiant promises that neither he or she, nor any officer, representative, agent,

subcontractor, or employee of proposer will knowingly influence any government of Guam

employee to breach any ethical standards set forth in 5 GCA Chapter 5, Article 11. These

statements are made pursuant to 2 GAR Division 4 § 11103(b).





Subscribed and sworn to before me

this day of ,201 .

NOTARY PUBLIC

My commission expires , .




DECLARATION RE COMPLIANCE WITH U.S. DOL WAGE DETERMINATION RFP No. GIAA-001-FY19

Page 1 of 11

DECLARATION RE COMPLIANCE WITH U.S. DOL WAGE DETERMINATION

Procurement No.:

Name of Offeror:

I, hereby certify under penalty of perjury:

(1) That I am [please select one: the offeror, a partner of the offeror,

an officer of the offeror] making the bid or proposal in the foregoing identified procurement;

(2) That I have read and understand the provisions of 5 GCA § 5801 and § 5802 which

reads:

§ 5801. Wage Determination Established.

In such cases where the government of Guam enters into contractual arrangements with a sole

proprietorship, a partnership or a corporation (“contractor”) for the provision of a service to the

government of Guam, and in such cases where the contractor employs a person(s) whose purpose, in

whole or in part, is the direct delivery of service contracted by the government of Guam, then the

contractor shall pay such employee(s) in accordance with the Wage Determination for Guam and the

Northern Mariana Islands issued and promulgated by the U.S. Department of Labor for such labor as

is employed in the direct delivery of contract deliverables to the government of Guam.

The Wage Determination most recently issued by the U.S. Department of Labor at the time a contract

is awarded to a contractor by the government of Guam shall be used to determine wages, which shall

be paid to employees pursuant to this Article. Should any contract contain a renewal clause, then at the

time of renewal adjustments, there shall be made stipulations contained in that contract for applying

the Wage Determination, as required by this Article, so that the Wage Determination promulgated by

the U.S. Department of Labor on a date most recent to the renewal date shall apply.

§ 5802. Benefits.

In addition to the Wage Determination detailed in this Article, any contract to which this Article

applies shall also contain provisions mandating health and similar benefits for employees covered by

this Article, such benefits having a minimum value as detailed in the Wage Determination issued and

promulgated by the U.S. Department of Labor, and shall contain provisions guaranteeing a minimum

often (10) paid holidays per annum per employee.

(3) That the offeror is in full compliance with 5 GCA § 5801 and § 5802, as may be

applicable to the procurement referenced herein;

(4) That I have attached the most recent wage determination applicable to Guam issued

by the U.S. Department of Labor. [INSTRUCTIONS - Please attach!]

Date:

Signature

THIS DECLARATION MUST BE COMPLETED AND RETURNED IN THE ENVELOPE




Page 2 of 11



Page 3 of 11



Page 4 of 11



Page 5 of 11



Page 6 of 11



Page 7 of 11



Page 8 of 11



Page 9 of 11



Page 10 of 11



Page 11 of 11


DESIGNATION OF SUBCONTRACTORS RFP No. GIAA-001-FY19

DESIGNATION OF SUBCONTRACTORS

The undersigned Proposer has set forth below, the name and location of the place of business of each

Subcontractor who will perform work or labor or render service to the Undersigned in or about the

construction of the work, and each Subcontractor who, under subcontract, will specially fabricate and install

a portion of the work or improvement according to detailed drawings contained in the plans and

specifications for such work to be performed under the RFP documents to which the attached proposal is

responsible, and the portion of the work which will be done by each Subcontractor.

Name Address Telephone No. Division of Work

Proposer Name: _____________________________________

By: ______________________________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________

THIS STATEMENT MUST BE COMPLETED AND RETURNED IN THE ENVELOPE



PROPOSER’S FINANCIAL STATEMENT RFP No. GIAA-001-FY19

PROPOSER’S FINANCIAL STATEMENT

Proposers must submit this Financial Statement covering their most recently completed full fiscal

year with their sealed proposals. Failure to do so may result in the proposer being determined non-

responsive whereby the proposer may be disqualified. Proposers may designate this statement as

confidential.

Name of Proposer:

_____________________________________________________________________

Current Assets $_____________

Fixed Assets (Depreciated) $_____________

Other Assets $_____________

TOTAL ASSETS $_____________

Current Liabilities $_____________

Long Term Liabilities $_____________

TOTAL LIABILITIES $_____________

NET WORTH $_____________

Prepared by (Name and Title): ______________________________________________

I declare under penalty of perjury that the foregoing information is true and correct to the best of

my knowledge and belief.

Proposer Name: _____________________________________

By: ______________________________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________

THIS STATEMENT MUST BE COMPLETED AND RETURNED

IN THE ENVELOPE CONTAINING THE PROPOSAL.


TITLE VI SOLICITATION NOTICE RFP No. GIAA-001-FY19

TITLE VI SOLICITATION NOTICE

A.B. Won Pat International Airport Authority, Guam, in accordance with the provisions of Title

VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the

Regulations, hereby notifies all proposers that it will affirmatively ensure that any contract entered

into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and

fair opportunity to submit proposals in response to this invitation and will not be discriminated

against on the grounds of race, color, or national origin in consideration for an award.

Proposer Name: _____________________________________

By: ______________________________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________

THIS NOTICE MUST BE COMPLETED AND RETURNED IN THE

ENVELOPE CONTAINING THE PROPOSAL.


ACKNOWLEDGEMENT OF RECEIPT FORM RFP No. RFP-001-FY19

ACKNOWLEDGEMENT OF RECEIPT FORM

Please acknowledge receipt of


RFP NO. GIAA-001-FY19

Upon obtaining this RFP, prospective proposers must complete this Acknowledgement of Receipt

Form and return the completed form to Mr. Henry Cruz, the Single Point of Contact for this RFP,

via email at [email protected]. in order to receive any addenda or other notices related to this

RFP. Failure of prospective proposers to submit the Acknowledgement of Receipt Form to GIAA

and to acknowledge receipt of all amendments/addenda in their proposals may result in the

prospective proposer not receiving notices from GIAA regarding this RFP, including addenda, or

proposals may be deemed non-responsive.

Name of Prospective Proposer:

Name of person receiving RFP:

Signature:

Date:

Time:

Contact Person regarding RFP:

Company/Firm:

Title:

E-mail Address:

Contact Number:

Fax Number:

Address:

C) ATTACHMENTS

Attachment 1


PRELIMINARY SCOPE OF WORK RFP No. RFP-001-FY19

Page 1 of 5

Attachment No. 1

PRELIMINARY SCOPE OF SERVICES

The consultant shall supply one, full-time employee (FTE) to be located at GIAA to coordinate

and perform the following services in concert with GIAA staff.

Task No.1: Provide for Monitoring, Inspection and Remediation Services in accordance

with GIAA’s Storm water Management Programs to ensure conformance with

its Multi-Sector General NPDES Permit.

The U.S. EPA has permitted GIAA to discharge storm water runoff from GIAA Outfall #001 at

the intersection of Route 10A and Airport Access Road under NPDES Permit No. GU0010290.

The discharge must be in accordance with effluent limitations, monitoring requirements and other

conditions set forth for Small Municipal Separate Storm Sewer System (Small MS4) and storm

water discharges associated with industrial activities from the A.B. Won Pat International Airport,

Guam under its NPDES Multi-sector general permit. The consultant shall conduct the required

monitoring in accordance with the NPDES permit requirements and GIAA's storm water

management programs (SWMPs). The work shall include but not be limited to the following:

a. Develop SWMP in accordance with NPDES Small MS4 Permit

b. Collect, monitor, and inspect storm water effluent samples for analyses as needed. Any

variances above the respective discharge limits must be reported to GIAA immediately

without any delay. GIAA will be responsible for reporting the noncompliance to the

Guam Environmental Protection Agency (GEPA).

c. Inspect GIAA and tenant operations, which may lead, or potentially lead to permit

violations.

d. Permitting (renewal) of NPDES program when required.

e. Correspond and coordinate any NPDES permit issues, noncompliance issues, and/or

regulatory inspections with the Guam Environmental Protection Agency (GEPA) and

the U.S. Environmental Protection Agency (EPA).

f. The preparation and submission of the required Discharge Monitoring Reports

(DMRs).

Task No.2: Evaluation of Existing Oil/Water Separators

The consultant shall be responsible for the periodic inspection and evaluation of oil/ water



Page 2 of 5

separators in the facility and perform preventive maintenance in accordance with the

manufacturer's Operating and Maintenance (O&M) Manual and as directed by GIAA. Should any

of the oil water separators require replacement, a recommendation should be made to GIAA. If

maintenance action(s) are required and authorized, the consultant shall solicit competitive pricing

from other contractors to perform the work and shall be effectuated through a Work Order. *

*Note: The consultant cannot submit competitive pricing for the work; thus, cannot

perform the corrective or repair action required. The consultant will oversee and

coordinate the required work to be performed by the prospective contractor(s).

Task No.3: Evaluation of Surface Drainage and Detention Pond System

The consultant shall be responsible for the periodic inspection and evaluation of detention ponds

to ensure operational efficiency. Detention ponds require periodic maintenance such as the

removal of accumulated silt and grass/weed trimming. Trenches require periodic removal of

sludge, debris, and sediments.

GIAA has four (4) detention ponds and approximately 6,800 linear feet of drainage trench.

Detention ponds are found within GIAA property and drainage trenches are within aircraft parking

aprons 1 through 21. Should any of the drainage and detention pond systems require maintenance,

a recommendation should be made to GIAA. If maintenance action(s) are required and authorized,

the consultant shall solicit competitive pricing from other contractors to perform the work and

shall be effectuated through a Work Order. *

*Note: The consultant cannot submit competitive pricing for the work; thus, cannot

perform the corrective or maintenance action required. The consultant will oversee and

coordinate the required work to be performed by the prospective contractor(s).

Task No.4: Sampling and Analyses of Storm water in Underground Injection Control

(UIC) Wells

The consultant shall conduct the required monitoring following GEPA's UIC Wells Regulations.

The work shall include, but not be limited to the following:

a. Collect storm water samples semiannually in accordance with GIAA’s UIC Operation,

Maintenance, and Monitoring Plan (PCR Environmental 2006) for analysis at each

designated sampling point. GIAA currently has six (6) UIC Well clusters.

b. All laboratory test results shall be submitted to GIAA within twenty (20) calendar days

following each sampling event.

c. Whenever a parameter exceeds 50% of the MCL, the consultant shall notify GIAA

immediately and conduct investigations to determine the source of the contamination.

GIAA will be responsible for reporting this condition to GEPA.



Page 3 of 5

Task No. 5: Tiyan Monitoring Wells Sampling

Collect and analyze samples from monitoring wells located on or around GIAA’s airport property

for TCE and PCE or in accordance with the Guam Primary Drinking Water Regulations. The

purpose of the long-term monitoring (LTM) is to monitor the natural attenuation of contaminants

of concern detected in the groundwater at Tiyan. The method for sampling monitoring wells

followed IRP Procedure I-C-3, Monitoring Well Sampling (Dept. of Navy 1998), in accordance

with the Sampling and Analysis Plan (SAP, PCR Environmental 2001). Groundwater sampling

and analysis activities include:

a. Samples to be collected at the influent, midpoint, and effluent as needed.

b. Measure groundwater level (where possible).

c. Measure field parameters (pH, conductivity, turbidity, temperature).

d. Sample and analyze groundwater.

e. To determine TCE, Tetrachloroethene (PCE), and chloroform levels, all samples will

be analyzed for volatile organic compounds (VOCs) in accordance with Contract

Laboratory Program methods.

f. To determine chloride concentrations, the influent samples will be analyzed in

accordance with U.S. EPA Method 325.2.

g. Prepare reports in accordance with U.S. EPA and GEPA requirements.

Task No. 6: CERCLA and Environmental Compliance Processes

Work shall include the identification, assessment, sampling, analyses, and monitoring of any

unknown environmental contamination that was not previously identified in any current

environmental reports and is not specifically included in the scope of services, and/or work which

may be required by the Guam Environmental Protection Agency. Should any required or

recommended mitigation or remedy be needed, Consultant shall solicit competitive pricing from

other contractors to perform the work and shall be effectuated through a Work Order.

Task No. 7: Emergency Spill Response, Reporting, Environmental Compliance and Training

The work under this task shall include but not be limited to the following:

a. The consultant will respond to major spills (in excess of 100 gallons) on an "on-call"

basis. The consultant shall respond immediately and within one (1) hour upon

notification by GIAA. The consultant shall oversee and lead the cleanup activities of



Page 4 of 5

the mobilized spill response/cleanup contractor. * The consultant, if requested by

GIAA, will prepare and submit all documentation reports.

b. In the event of major spill or accidental release of pollutants into the drainage system

and UIC wells, the consultant will be tasked to collect samples for analysis. Test results

shall be made available to GIAA at the earliest possible time or within ninety-six (96)

hours immediately following the sampling period.

c. The consultant, when requested, shall assist GIAA in performing environmental

compliance inspection of facilities owned and/or operated by tenants and GIAA,

facilitating various environmental meetings and/or training.

d. Periodic assessments of aboveground storage tanks (ASTs).

e. SPCC compliance inspections and staff training.

*Note: Spill response/cleanup contractor(s) will be activated on a rotating basis. Should

an extraordinary large fuel spill occur, all spill response/cleanup contractors will be

activated. The consultant represents the Authority in a "consulting and advisory"

capacity during large fuel spills; therefore, they shall not be included on the "spill

response/cleanup contractors" list.

Task No. 8: RCRA Compliance

The work under this task shall include but be not limited to the following:

a. Provide technical assistance to GIAA in the proper characterization and management

of solid and hazardous waste as requested by GIAA.

b. Universal waste and used oil management as requested by GIAA.

c. Hazardous waste reporting and generator status.

d. Perform RCRA inspections and staff training as requested by GIAA.

e. Monitor and oversee all hazardous and universal waste packaging and disposal

activities by other contractor(s). *

*Note: Consultant will solicit competitive pricing for the disposal and transport of all

accumulated universal and hazardous waste. The consultant cannot submit competitive

pricing for the work; thus, cannot perform the disposal work.



Page 5 of 5

Task No. 9: Health and Safety Compliance


a. Assist GIAA in the development and administration of all aspects of GIAA’s

occupational health and safety program.

b. Develop programs and provide technical guidance to identify and remove physical and

other hazards from operations.

c. Assist GIAA in providing health and safety training of employees.

Task No. 10: Miscellaneous Environmental Sampling


a. Perform environmental sampling and testing as requested by GIAA.

b. Oversee environmental remedial work as requested by GIAA.

Other Services:

Subject to the availability of funding and satisfactory performance of prospective consultant,

GIAA may engage the consultant to provide additional environmental services as may be

necessary. These services shall be engaged through the issuance of a Work Order. The specific

scope of services, fees, together with the schedule, payment, and invoicing or any special

contractual provisions shall be subject to negotiation prior to the time the services are required by

GIAA.

***END OF SCOPE OF WORK***

Attachment 2


DRAFT AGREEMENT RFP No. RFP-001-FY19

ATTACHMENT 2

DRAFT

AGREEMENT

BY AND BETWEEN

A.B. WON PAT INTERNATIONAL

AIRPORT AUTHORITY, GUAM

and

[CONTRACTOR]

AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES

RFP No. RFP-001-FY19

DRAFT AGREEMENT RFP No. RFP-001-FY19

AGREEMENT

This Agreement is made and entered into this ________day of _______________ 2018, by

and between the A.B. WON PAT INTERNATIONAL AIRPORT AUTHORITY, GUAM,

whose mailing address is P.O. Box 8770, Tamuning, Guam 96932(hereinafter referred to as

“GIAA”), and [Name], duly licensed to do business on Guam, whose mailing address is

_____________ and hereinafter referred to as “Contractor”).

RECITALS

WHEREAS, GIAA operates and is the owner of the A.B. Won Pat International Air Terminal

(hereinafter referred to as “Airport”) for the promotion and accommodation of air commerce and

passenger air transportation between Guam and other destinations.

WHEREAS, GIAA issued a Request for Proposal to obtain professional services for

professional environmental consulting services at GIAA and to assist GIAA in the management of

its environmental programs.

WHEREAS, regardless of the source of funding, it is the policy of GIAA to conform with

the spirit and intent of all FAA and applicable federal regulations, including, but not limited to the

Airport Improvement Act of 1982, as amended by the Airport and Airway Safety and Capacity

Expansion Act of 1987, and 49 CFR part 18.36; and,

WHEREAS, the services to be rendered are of special or temporary nature which have been

determined to be in the best public interest to be performed under contract by professional personnel

other than employees in the classified service to GIAA; and

WHEREAS, Contractor submitted a proposal setting forth its qualifications and interest in

providing professional consulting services; and

WHEREAS, the award of this Agreement to Contractor has been made pursuant to a finding

by the GIAA Executive Manager that Contractor is the best qualified offeror based on the evaluation

factors set forth in the Request for Proposal and that compensation is fair and reasonable; and

WHEREAS, the award of this Agreement to Contractor has been approved by the GIAA

Board of Directors.

NOW THEREFORE, GIAA and Contractor for consideration of mutual covenants,

promises, representations and conditions, hereinafter set forth, agree as follows:

Agreement for Environmental Consulting Services

RFP-001-FY19

Page 2 of 24

DRAFT CONTRACT RFP No. RFP-001-FY19

ARTICLE 1

SCOPE OF SERVICES

1.01. Description of Services. GIAA agrees to hire Contractor and Contractor agrees to fully and

diligently perform all of the services detailed in the Scope of Services attached hereto and

incorporated herein as Attachment 1.

ARTICLE 2

TERM OF AGREEMENT

2.01. Term. Contractor shall commence performance on the date of this Agreement and shall

continue performance for a period of five (5) years (“Initial Term”) or until this Agreement is

terminated by GIAA pursuant to this Agreement; subject to the certification of availability of

funding. Any such extension or renewal shall be made by written notice to Contractor not less than

thirty (30) days prior to the expiration date of the term immediately preceding such renewal and shall

be on the same terms and conditions as provided herein. GIAA is not obligated to renew the

Agreement and does not have to give reason if GIAA elects not to renew. In the event that funds

are not available for any succeeding fiscal period, the remainder of this Agreement shall be

cancelled; however, this does not affect GIAA’s or Contractor’s rights under any termination clause

in this Agreement. In the event of cancellation, Contractor shall be reimbursed the reasonable value

of any nonrecurring costs incurred but not amortized in the price of the supplies delivered or services

performed under the Agreement. GIAA must notify Contractor on a timely basis that the funds are,

or are not, available for the continuation of the Agreement for each succeeding fiscal period.

ARTICLE 3

CONTRACT DOCUMENTS

3.01 Contract Documents. The following documents shall be deemed a part of this Agreement:

3.01.1. Request for Proposal No. RFP-001-FY19 and all addenda (the “RFP”);

3.01.2. Contractor’s proposal submitted in response to the RFP.

In the event of a conflict between this Agreement and the RFP or Contractor’s proposal, the terms

of this Agreement shall prevail. As of the date of this Agreement, Contractor’s proposal shall be

subject to public disclosure under applicable Guam law.

ARTICLE 4

CONTRACT AMOUNT AND PAYMENT TERMS

4.01. Contract Amount. Contractor agrees to provide the goods and perform such services

described in the Scope of Services over the Agreement term in consideration for payment of the

fixed fee set forth in Attachment 2, attached hereto and incorporated herein Such fee shall be paid

[insert payment terms, e.g., in twelve (12) equal monthly installments]. Contractor agrees to accept


RFP-001-FY19

Page 3 of 24


the specified fees as full remuneration for performing all services and furnishing all staffing and

materials called for; and for any reasonably foreseen difficulties arising from matters under the

responsibility of the Contractor or which may arise or be encountered in the performance of its

services; and for risks connected with its service; and for performance by the Contractor of all its

duties and obligations hereunder.

4.02. Payment Terms. Payments due to Contractor will be made within fifteen (15) working days

after receipt of a valid invoice in a format acceptable to GIAA, subject to verification and approval

by GIAA. As a condition of payment, GIAA may require that Contractor furnish documentation,

such as detailed itemizations and receipts as may be required by the GIAA Controller. Contractor

shall include its taxpayer ID number on all invoices to ensure compliance with Guam tax

requirements.

4.03. Contract Amount for Renewal Period/ Price Adjustment. Upon Agreement renewal, or each

year of a renewal period, Contractor’s fee may be adjusted as an increase or decrease.

Any adjustment in contract price pursuant to a clause in this contract shall be made in one or more

of the following ways:

(a) by agreement on a fixed price adjustment before commencement of the

pertinent performance or as soon thereafter as practicable;

(b) by unit prices specified in the contract or subsequently agreed upon;

(c) by the costs attributable to the event or situation covered by the clause, plus

appropriate profit or fee, all as specified in the contract or subsequently agreed upon;

(d) in such other manner as the parties may mutually agree; or

(e) in the absence of agreement between the parties, by a unilateral determination by

the Executive Manager of the costs attributable to the event or situation covered by the clause,

plus appropriate profit or fee, all as computed by the Executive Manager in accordance with

generally accepted accounting principles and applicable sections of the regulations promulgated

under Chapter 7 (Cost Principles), subject to the provisions of Chapter 9 (Legal and Contractual

Remedies) of the Guam Procurement Regulations.

4.03.01. Submission of Cost or Pricing Data. Contractor shall provide cost or pricing data

for any price adjustments subject to the provisions of §3118 (Cost or Pricing Data) of the Guam

Procurement Regulations.

4.04. GIAA reserves the right to accept, negotiate or refuse the increase request, resolicit the

Agreement, cancel the Agreement or take any other action it deems appropriate in lieu of granting

an Agreement renewal price increase.


RFP-001-FY19

Page 4 of 24


ARTICLE 5

AVAILABILITY OF FUNDS

5.01. Each payment obligation of GIAA is contingent upon the availability of GIAA funds which

are appropriated by the GIAA Board of Directors or allocated for the payment of such an obligation.

If funds are not allocated and available for the continuance of the services by Contractor, the services

may be terminated by GIAA at the end of the period for which funds are available. GIAA shall notify

Contractor at the earliest possible time of any services which will or may be affected by a shortage

of funds. No penalty shall accrue to GIAA in the event this provision is exercised, and GIAA shall

not be obligated or liable for any future payments due or for any damages as a result of termination

under this clause.

ARTICLE 6

INSURANCE

6.01. Public Liability and Property Damage Insurance. Contractor at its cost shall maintain and

keep in effect during any term period or duration of this Agreement public liability and property

damage insurance with a minimum combined single liability limit of $500,000 and property damage

limits of not less than $1,000,000 insuring against all liability of Contractor and its representatives

arising out of and in connection with Contractor’s operations or use of facilities at the Airport. All

public liability and property damage insurance shall insure performance by Contractor of the

indemnity provisions of § 6.05, supra. Both parties shall be named as additional insured and the

policy shall contain cross-liability endorsements.

6.02. Automobile Insurance. As a condition for authorization to enter the Air Operations Area, the

owner of a motor vehicle shall provide evidence of insurance coverage for public liability and

property damage in the amount of $2,000,000 per occurrence for bodily injury and property damage

combined. GIAA shall be named as an additional insured and shall be notified in writing of any

material change in the insurance policy. The amount of coverage is subject to change.

6.03. Increase in Amount of Public Liability and Property Damage Insurance. Not more frequently

than once in a period of one (1) year, if in the opinion of GIAA’s insurance consultant, the amount

of public liability and property damage insurance coverage at that time is not adequate, Contractor

shall immediately increase the insurance coverages as required by GIAA’s insurance consultant.

6.04. Workers Compensation Insurance. Contractor shall provide Workers Compensation insurance

in accordance with the Guam Workers Compensation Law.

6.05. Indemnity. Contractor agrees that it shall protect, indemnify, defend and hold harmless

GIAA, its directors, officers, employees and agents, from and against any and all liabilities, losses,

suits, claims, judgments, fines or demands arising by reason of injury or death of any person or

damage to any property, including reasonable costs for investigation and defenses thereof, including

but not limited to attorney’s fees, court costs and expert fees, of any nature whatsoever arising out

of or incident to this Agreement or the acts or omissions of Contractor’s officers, agents, employees,

subcontractors, licensees or invitees, regardless of where the injury, death or damage may occur,


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unless such injury, death or damage is caused by the sole negligence of GIAA. Contractor shall give

notice to GIAA of any such claim or action. Contractor shall also use legal counsel reasonably

acceptable to GIAA in carrying out its obligations hereunder. The provisions of the section shall

survive the expiration or early termination of this Agreement.

6.06. Other Insurance Matters. All insurance required under this Agreement shall:

6.06.01. Rating. Be issued by insurance companies licensed to conduct business on Guam

and having a financing rating of at least A- (Excellent) by A.M. Best, or Aa3 (Excellent) by Moody’s,

or AA- (Strong) by Standard & Poors.

6.06.02. Primary. Be issued as a primary policy.

6.06.03. Notice of Cancellation. Contain an endorsement requiring thirty (30) days written

notice from the insurance company to both parties before cancellation or change in the coverage,

scope, or amount of any policy.

6.06.04. Deposit of Policy. Each policy, or a certificate of the policy, together with evidence

of payment of premiums, shall be deposited with GIAA at the commencement of the term, and, on

renewal of the policy, not less than twenty (20) days before expiration of the term of the policy.

6.06.05. Additional Insured; Blanket Policy. Each of the policies carried by Contractor shall

provide that GIAA is named as an additional insured thereunder as its interest may appear. GIAA’s

obligations to carry the insurance provided herein may be brought within the coverage of a so-called

“blanket policy” or policies of the insurance carrier maintained by the Contractor. However, GIAA

must be named as an additional insured thereunder as its interests may appear; the coverage afforded

GIAA must not be reduced or diminished by the blanket policy of insurance, with an endorsement

to that effect provided to GIAA; and the requirements set forth herein must be otherwise satisfied.

ARTICLE 7

RESPONSIBILITIES OF CONTRACTOR

7.01. Responsibilities. Contractor shall be responsible for the following:

7.01.01. Performance. Contractor shall be responsible for the quality, timely completion,

and coordination of all services furnished by the Contractor under this Agreement. Contractor shall

perform such services as may be necessary to accomplish the work required to be performed under

this Agreement and in accordance with this Agreement.

7.01.02. Licenses. Contractor shall supply all licenses, permits, secured access badges,

work uniforms, parking decals, and other work related documents required to perform this work in

accordance and in compliance with the Rules and Regulations and additional policies of GIAA, and

shall pay all fees resulting therefrom.


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7.01.03. Safety Regulations. The Contractor shall vigorously comply with all safety

regulations of the various crafts employees as prescribed by the Federal Occupational Safety and

Health Act and other safety regulations required by the Guam OSHA, and other safety regulations

as may be required by GIAA.

7.01.04. Supervision, Labor, Materials and Supplies. Contractor shall provide all

management, supervision, labor, materials, supplies, repair parts, tools and equipment, and shall

plan, schedule, coordinate and ensure effective and economical completion of all work and services

specified in this Agreement.

7.01.05. Employees. Contractor warrants that all persons employed by it have satisfactory

past employment records indicating their ability to accept the kind of responsibility anticipated in

this type of work. All employees shall be required to wear badges or other means of identification,

as required by GIAA, which are to be furnished by the Contractor and must be worn at all times

while working on GIAA property.

7.01.06. Energy Conservation. Contractor shall practice and exercise energy conservation

techniques in the use of GIAA furnished facilities or utilities at all times while performing the

services under this Agreement.

7.01.07. Fire Safety Measures and Fire Prevention. Contractor shall observe all federal,

territorial and GIAA fire safety and fire prevention regulations. It shall ensure that all employees

are aware of fire safety requirements and that they report any observed fire hazards to the Contractor

for notification to GIAA. A Contractor developed form shall be used for this purpose.

7.01.08. Loss of Property. Contractor shall deliver to GIAA Airport Police all lost or

unclaimed articles, regardless of value. All such articles shall be accompanied by a completed Lost

and Found form, with notation of date, time, location and circumstance of the discovery, as well as

finder’s name, badge number and other pertinent data. Lost and Found forms shall be provided by

the GIAA Airport Police.

7.01.09. Protective Measures. Contractor shall be responsible for the safety of all its

personnel and equipment used in work on Airport facilities, and for the protection of GIAA’s

personnel, tenants and passengers or visitors at GIAA and GIAA’s property during the performance

of the contractor’s services. All warning notices shall be highly visible. During work performance,

adjacent services and Terminal contents shall be protected. Windows, doors, cornices and other

building components shall be protected from soiling or damage by all practicable measures.

7.01.10. Damage to GIAA Facilities. Any GIAA or tenant-owned property damaged by

Contractor in the performance of work shall be immediately repaired or replaced by Contractor at

no expense to GIAA. Further, Contractor shall be solely responsible for loss or damage to tenant or

GIAA property caused by the negligence or improper protective measures during or after work

performance.


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ARTICLE 8

NOTICES

8.01. Any and all notices permitted or required to be given hereunder shall be deemed duly given

(1) upon actual delivery, if delivery is by hand; or (2) upon delivery by the United States mail if

delivery is by postage paid registered or certified return receipt requested mail. Each such notice

shall be sent to the respective party at the address indicated below or to any other address as the

respective parties may designate from time to time.

For Contractor: Contractor’s Name: ____________________

Attention: ________________________

Address: ________________________

Tel/Fax Number: ____________________

For GIAA: Name: A.B. Won Pat International Airport

Authority, Guam


Address: P.O. Box 8770, Tamuning, Guam 96931

Tel/Fax Number: (671) 646-0300 and 646-8823

ARTICLE 9

BREACH TERMINATION OF AGREEMENT

The standard Termination Clauses found in the Guam Procurement Regulations has been

replaced with the following provisions required for AIP-funded contracts:

9.01. Breach. Any violation or breach of terms of this contract on the part of the

Contractor or its subcontractors may result in the suspension or termination of this Agreement or

such other action that may be necessary to enforce the rights of the parties of this Agreement.

GIAA will provide Contractor written notice that describes the nature of the breach and

corrective actions the Contractor must undertake in order to avoid termination of the Agreement.

GIAA reserves the right to withhold payments to Contractor until such time the Contractor corrects

the breach or GIAA elects to terminate the Agreement. GIAA’s notice will identify a specific date

by which Contractor must correct the breach. GIAA may proceed with termination of the

Agreement if Contractor fails to correct the breach by the deadline indicated in GIAA’s notice.

The duties and obligations imposed by the Contract Documents and the rights and remedies

available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and

remedies otherwise imposed or available by law.

9.02. Termination for Convenience.


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9.02.01. GIAA, may by written notice to Contractor, terminate this

Agreement for its convenience and without cause or default on the part of Contractor. Upon receipt

of the notice of termination, except as explicitly directed by GIAA, Contractor must immediately

discontinue all services affected.

9.02.02. Upon termination of the Agreement, Contractor must deliver to

GIAA all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates,

summaries, and other documents and materials prepared by the Engineer under this contract,

whether complete or partially complete.

9.02.03. GIAA agrees to make just and equitable compensation to Contractor

for satisfactory work completed up through the date Contractor receives the termination notice.

Compensation will not include anticipated profit on non-performed services.

9.02.04. GIAA further agrees to hold Contractor harmless for errors or

omissions in documents that are incomplete as a result of the termination action under this clause.

9.03. Termination for Default.

9.03.01. Either party may terminate this Agreement for cause if the other

party fails to fulfill its obligations that are essential to the completion of the work per the terms and

conditions of the Agreement. The party initiating the termination action must allow the breaching

party an opportunity to dispute or cure the breach.

9.03.02. The terminating party must provide the breaching party seven at least

seven (7) days advance written notice of its intent to terminate the Agreement. The notice must

specify the nature and extent of the breach, the conditions necessary to cure the breach, and the

effective date of the termination action. The rights and remedies in this clause are in addition to

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

9.03.03. Termination by GIAA. GIAA may terminate this Agreement in

whole or in part, for the failure of Contractor to:

9.03.03.01. Perform the services within the time specified in this

Agreement or by GIAA approved extension;

9.03.03.02. Make adequate progress so as to endanger

satisfactory performance of the Project;

9.03.03.03. Fulfill the obligations of the Agreement that are

essential to the completion of the Project.

9.03.04. Upon receipt of the notice of termination, Contractor must

immediately discontinue all services affected unless the notice directs otherwise. Upon termination

of the Agreement, Contractor must deliver to GIAA all data, surveys, models, drawings,


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specifications, reports, maps, photographs, estimates, summaries, and other documents and

materials prepared by Contractor under this contract, whether complete or partially complete.

9.03.05. GIAA agrees to make just and equitable compensation to Contractor

for satisfactory work completed up through the date Contractor receives the termination notice.

Compensation will not include anticipated profit on non-performed services.

9.03.06. GIAA further agrees to hold Contractor harmless for errors or

omissions in documents that are incomplete as a result of the termination action under this clause.

9.03.07. If, after finalization of the termination action, GIAA determines

Contractor was not in default of the Agreement, the rights and obligations of the parties shall be

the same as if GIAA issued the termination for the convenience of GIAA.

9.03.08. Termination by Contractor. Contractor may terminate this

Agreement in whole or in part, if GIAA:

9.03.08.01. Defaults on its obligations under this Agreement;

9.03.08.02. Fails to make payment to Contractor in accordance

with the terms of this Agreement;

9.03.08.03. Suspends the Project for more than 180 days due to

reasons beyond the control of Contractor.

9.03.09. Upon receipt of a notice of termination from Contractor, GIAA

agrees to cooperate with Contractor for the purpose of terminating the agreement or portion thereof,

by mutual consent. If GIAA and Contractor cannot reach mutual agreement on the termination

settlement, Contractor may, without prejudice to any rights and remedies it may have, proceed with

terminating all or parts of this Agreement based upon GIAA’s breach of the Agreement.

9.03.10. In the event of termination due to GIAA breach, Contractor is

entitled to invoice GIAA and to receive full payment for all services performed or furnished in

accordance with this Agreement and all justified reimbursable expenses incurred by Contractor

through the effective date of termination action. GIAA agrees to hold Contractor harmless for

errors or omissions in documents that are incomplete as a result of the termination action under

this clause.

ARTICLE 10

OWNERSHIP OF DOCUMENTS

10.01. Ownership. All reports, drawings, designs, graphics and other relevant work or materials

furnished hereunder shall become and remain the property of GIAA, and may be used by GIAA as

it may require without any additional cost to GIAA. No reports shall be used by Contractor without

the express written consent by GIAA.


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If, as part of the Agreement, Contractor is required to produce data such as, but not limited to,

drawings, plans, specifications, calculations, models, flow diagrams, documents, visual aids and

other related materials, Contractor shall deliver to GIAA the original of all such data which shall

become property of GIAA.

The originals of all such data generated under this Agreement will be delivered to GIAA upon the

completion or termination of services hereunder. Contractor shall comply with GIAA Rules and

Regulations in regards to disclosure of such data to third parties without the knowledge and consent

of GIAA.

All materials, documents, data or information obtained from GIAA data files or any medium

furnished to Contractor in the performance of this Agreement will at all times remain the property

of GIAA. Such data or information may not be used or copied for direct or indirect use by Contractor

after termination of this Agreement.

ARTICLE 11

PATENT/COPYRIGHT MATERIALS

11.01. Contractor Responsibility. Unless otherwise expressly provided in the Agreement,

Contractor shall be solely responsible for securing the right to use any patented or copyrighted

materials in the performance of this Agreement.

ARTICLE 12

PROPRIETARY INFRINGEMENT INDEMNITY

12.01. Infringement Indemnity. Contractor warrants that all other products and services used by or

furnished by Contractor, or its subcontractors under this Agreement, do not infringe upon or violate

any patent, copyright, trade secret, Agreement right, trademark, trade name, or any other proprietary

right of any third party. In the event of any claim by any third party against the GIAA, GIAA shall

promptly notify Contractor and Contractor shall defend and indemnify GIAA against any loss, cost,

expense, claim or liability arising out of such claim, whether or not such claim is successful. In the

event of any such infringement, Contractor shall use its best efforts to promptly purchase for GIAA

any infringing products or services provided under this Agreement, or procure for GIAA a license,

at no cost to GIAA, which will allow GIAA to continue using the service or product. Should

Contract be unable to obtain for GIAA ownership or a license, or the equivalent, Contractor shall

pay to GIAA an amount equal to the loss in a value of the service or the price paid GIAA for the

service, whichever is greater.

ARTICLE 13

FACILITY USE AND EQUIPMENT STORAGE

13.01. Facilities Used by Contractor. Limited space within the terminal for Contractor’s exclusive

use as office space, storage and workshop space may be furnished by GIAA. Contractor shall be

fully responsible and liable for the facilities made available to it, to include loss or damage thereto.


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This responsibility includes the observance of safety, security and sanitary directives. Contractor

may not use any GIAA facilities other than those specifically provided for its exclusive use. GIAA

reserves the right to relocate Contractor’s office and storage spaces. Contractor may not use, or

allow others to use, any space provided by GIAA for any purpose other than the purpose of

performing services under this Agreement. Contractor shall be liable for any damage caused to space

provided by GIAA. Contractor shall restore areas used for operations or for storage, and all areas

adjacent to the work, to their original conditions.

13.02. Equipment and Material Storage. In general, equipment and materials shall be stored off the

Terminal Building premises until they are to be used in the work. Equipment and materials located

on the Airport, but not being used, shall be left at locations to be designated by GIAA. All other

operations of Contractor shall be confined to the areas authorized or approved by GIAA. Areas

adjacent to the work will be made available for temporary use by Contractor, without cost, whenever

such use will not interfere with other purposes. Contractor shall be liable for any damage caused to

such premises. Contractor shall restore areas used for operations or for storage, and all areas adjacent

to the work, to their original conditions.

ARTICLE 14

SPECIAL INSTRUCTIONS

14.01. Non-Acceptance of Gratuities. Contractor shall prohibit its directors, officers, employees and

agents from soliciting or accepting any gratuities for any reason from the passengers, tenants,

customers or other persons.

14.02. Employee Conduct. Contractor agrees to properly instruct and supervise all of its personnel

to ensure that they are in a courteous, helpful and professional manner in communicating with

patrons of the terminal facility and while performing duties in all public areas of the Terminal.

14.03. Work in Secured Access Areas.

14.03.01. Badges and Passes. All Contractor employees shall obtain the required secure

identification display area (“SIDA”) badges and vehicle passes. All applicants for a SIDA badge

must complete security training and must pass criminal and other background investigations. GIAA

may, at its discretion, change security regulations and requirements from time to time and Contractor

shall comply will all such regulations and requirements. Contractor shall, prior to the start of the

contract, submit to the Project Manager an estimate of the number of personnel expected to have

badges and passes. Each employee shall wear the government issued badge over the front of the

outer clothing. When an employee leaves Contractor’s service, it is the responsibility of Contractor

to surrender the badge and pass. All issued badges must be surrendered at the termination of the

Contract.

14.03.02. Operations on the AOA. All operations on the AOA shall be in accordance

with GIAA’s AOA Driving Directives and all applicable laws, rules and regulations. Before

Contractor shall permit any employee any subcontractor to operate a motor vehicle of any kind or

type on the AOA (and unless escorted by a GIAA approved escort), Contractor shall ensure that all


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such vehicle operators possess current, valid, and appropriate Guam driver’s licenses. In addition,

any motor vehicles and equipment of Contractor or of any subcontractor operating on the AOA must

have an appropriate vehicle identification permit issued by GIAA, which identification must be

displayed as required by GIAA.

14.03.03. Contractor agrees that its vehicles, cargo, goods and other personal property

are subject to being inspected and searched when attempting to enter or leave and while on the AOA.

Contractor further agrees on behalf of itself and its subcontractors that it shall not authorize any

employee or other person to enter the AOA unless and until such employee other person has executed

a written consent-to-search/inspection form acceptable to GIAA. Contractor acknowledges and

understands that the forgoing requirements are for the protection of users of the Airport and are

intended to reduce incidents of cargo tampering, aircraft sabotage, thefts and other unlawful

activities at the Airport. For this reason, Contractor agrees that persons not executing such consent-

to-search/inspection form shall not be employed by Contractor or by any subcontractor at the Airport

in any position requiring access to the AOA or allowed entry to the AOA by Contractor or by any

subcontractors.

14.04. Access to Premises. Contractor shall not permit any individual to have keys for access to

locked rooms until it has been determined that permitting such person(s) to have access will not be

contrary to GIAA’s interest and that the individual(s) is authorized to be admitted in accordance

with applicable orders, rules, regulations and instructions. These prohibitions and requirements shall

also be applicable to all individuals with regard to access, removal and/or possession of classified

data, materials, supplies, equipment and all GIAA owned property at locations designed in

Agreement.

14.05. Employee Parking. No personal use vehicles if contractor or its personnel will be permitted

in the restricted areas of the Airport. GIAA shall permit Contractor and its personnel, during the

effective period of this Agreement to purchase parking permits to park personal use motor vehicles

in designated parking areas. Contractor shall comply with existing rules, regulations and procedures

and such reasonable future rules, regulations and procedures as may hereafter be adopted. GIAA

shall have no responsibility whatsoever, including, without limitation thereto, the loss, theft,

destruction or damage to said vehicle or any contents therein, in connection with the permission

granted to Contractor to park its motor vehicles. No other rights or privileges in connection with

parking of motor vehicles at the Airport are or shall be deemed to be granted to Contractor under

this Agreement.

14.06. Operation of Company Vehicles and Equipment. Each vehicle or unit of equipment that

travels or operates on any part of the Airport for the purpose of performing the services under this

Agreement shall have an approved decal or company name applied to both sides of the vehicle.

Magnetic or temporary signs are acceptable if they meet the size and description requirements as

stipulated in the GIAA Air Operations Area Safety and Driving Directives. Each vehicle or

equipment that extends higher than 25 feet above ground shall be equipped with a checkered flag

mounted firmly on the highest part of the vehicle.


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Delivery vehicles, material trucks and heavy equipment shall enter and depart through the check

points designated by GIAA. Except as otherwise directed or approved by GIAA, vehicles in use on

the Airport shall be confined to the work area. Only operators with current, restricted area driving

passes issued by GIAA Operations Division will be permitted to operate vehicles in restricted airfield

areas. When an operator does not have a current pass, the operator must be escorted by a vehicle

driven by an authorized driver.

14.07. Other Contracts. GIAA or other parties approved by GIAA may award other contracts for

additional work, and Contractor shall fully cooperate with such other contractors and carefully fit its

work to those provided under other contracts as may be directed by GIAA. Contractor shall not

commit or permit any act which will interfere with the performance of work by any contractor.

14.08. Damage Prevention. Contractor shall conduct its performance under this Agreement in a

manner that avoids injury or damage to GIAA’s property and improvements. Buildings, tree

shrubbery, pole lines, fences, guard rails, guide posts, culvert and project markers, signs, structures

and other objects on or adjacent to work site shall be protected from injury or damage in all instances.

When ordered by GIAA, Contractor shall provide and install all suitable safeguards to protect any

object from injury or damage.

Contractor shall protect existing floor areas and floor equipment with suitable wheel traction or

tracking and from equipment loaded in excess of the strength of floor area and floor edge. Should

injury or damage occur in areas and routes used by Contractor, and through the fault of Contractor’s

operations, such areas and routes shall be restored to their original condition by Contractor.

Contractor shall pay and satisfactorily repair damage to any object which may be damaged as a result

of the operations or negligence of Contractor. Should it become necessary for GIAA to repair such

damage, Contractor shall be billed for and shall pay the actual cost to GIAA for labor and materials

plus fifteen (15%) percent for administrative costs.

14.09. Recycling. Contractor shall be responsible for sorting and removing recyclable materials from

trash receptacles in Contractor’s areas of performance. The disposition of such recyclables shall be

determined by Contractor’s own efforts in recycling reusable materials in accordance with and all

federal and local environmental regulations and policies.

ARTICLE 15

PROJECT ADMINISTRATION

15.01. Project Manager. Contractor shall appoint a Contractor Project Manager to direct the

Contractor’s efforts, in fulfilling Contractor’s obligation under this Agreement. Contractor’s Project

Manager shall be subject to the approval of GIAA and shall not be changed without the written

consent of the GIAA, which consent shall not be unreasonably withheld.

GIAA shall appoint a GIAA Project Manager who will act as a liaison between GIAA and Contractor

during the term of this Agreement; GIAA Project Manager will also manage the affairs of the GIAA

Quality Control Program.


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ARTICLE 16

MEETINGS

16.01. Meetings. GIAA’s Project Manager and Contractor’s Project Manager will meet on

reasonable notice to discuss Contractor’s performance and progress under this Agreement. If

requested by GIAA’s Project Manager, Contractor’s Project Manager and other designated project

personnel shall attend all requested meetings.

ARTICLE 17

INDEPENDENT CONTRACTOR

17.01. Contractor and its employees or personnel are and at all times shall be deemed independent

Contractors and shall be fully responsible for the services performed under the terms of the

Agreement and are not GIAA employees. Contractor shall assume full responsibility for the actions

of its employees as related to the services provided under this Agreement. GIAA shall not directly

supervise Contractor’s employees in the performance of their duties. Nothing in this Agreement

shall be deemed or construed by Contractor or GIAA, or by third parties, to create the relationship

of principal and agent or a partnership, joint venture or association or any other relationship other

than an owner of property engaging the services of an independent contractor to perform the services

required under this Agreement.

ARTICLE 18

CONFLICT OF INTEREST

18.01. The GIAA Board of Directors policy prohibits its public employees from engaging in

activities involving conflict of interest. Contractor shall not during the period of this Agreement

employ any current GIAA director, officer, employee and/or consultant presently engaged with

GIAA for any purpose. Contractor represents and warrants that it has not knowingly influenced,

and promises that Contractor will not knowingly influence a government employee to breach any of

the ethical standards set forth in Chapter 11 of the Guam Procurement Regulations. Contractor also

represents and warrants that it has not violated, is not violating and promises that it shall not violate

the prohibitions against gratuities and kickbacks set forth in the Guam Procurement Regulations.

ARTICLE 19

DISPUTES

19.01. GIAA and Contractor agree to attempt resolution of all controversies which arise under, or

are by virtue of, this Agreement through mutual agreement. If the controversy is not resolved by

mutual agreement, then the controversy shall be decided by GIAA in writing within sixty (60) days

after Contractor shall request GIAA in writing to issue a final decision. GIAA does not issue a

written decision within sixty days after written request for a final decision, or within such longer

period as may be agreed upon by the parties, then Contractor may proceed as though GIAA had

issued a decision adverse to Contractor.


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19.02. GIAA shall immediately furnish a copy of the decision to Contractor, by certified mail, return

receipt requested, or by any other method that provides evidence of receipt. GIAA’s decision shall

be final and conclusive, unless fraudulent, or unless Contractor appeals the decision as follows:

(A) For disputes involving money owed by or to GIAA under this Agreement,

Contractor files appeal of the decision in accordance with the Government Claims Act by filing a

government claim with GIAA no later than eighteen months after the decision is rendered by GIAA

or from the date when a decision should have been rendered.

(B) For all other disputes arising under this Agreement, Contractor files an

appeal with the Office of the Public Accountability pursuant to 5 G.C.A. §§ 5706(a) and 5427(e)

within sixty days of GIAA’s decision or from the date the decision should have been made.

Contractor shall exhaust all administrative remedies before filing an action in the Superior Court of

Guam in accordance with applicable laws.

Contractor shall comply with GIAA’s decision and proceed diligently with performance of

this Agreement pending final resolution by the Superior Court of Guam of any controversy arising

under, or by virtue of, this Agreement, except where Contractor claims a material breach of this

Agreement by GIAA. However, if GIAA determines in writing that continuation of services under

this Agreement is essential to the public’s health or safety, then Contractor shall proceed diligently

with performance of the Agreement notwithstanding any claim of material breach by GIAA.

ARTICLE 20

CONSENT TO BREACH NOT WAIVER

20.01. No term or provision of this Agreement shall be deemed waived and no breach excused,

unless such waiver of consent shall be in writing and signed by the party claimed to have waived or

consented. Any consent by any party to, or waiver of, a breach by the other, whether express or

implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent

breach.

ARTICLE 21

REMEDIES NOT EXCLUSIVE

21.01. The remedies for breach set forth in this Agreement are cumulative as to one another and as

to any others provided by law, rather than exclusive; and the expression of certain remedies in this

Agreement does not preclude resort by either party to any other remedies provided by law.

ARTICLE 22

CONFIDENTIALITY

22.01.All records and information concerning any and all matters referred to Contractor by GIAA

shall be considered and kept confidential by Contractor and Contractor’s staff, agents, and

employees.


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ARTICLE 23

AUDIT

23.01. GIAA’s duly authorized representatives shall have access at reasonable times to all reports,

records, documents, files, and personnel necessary to audit and verify Contractor’s charges to GIAA

hereunder. Contractor agrees to retain reports, records, documents and files related to changes

hereunder for a period of three (3) years following the date of final payment of Contractor’s services

hereunder. GIAA reserves the right to audit and certify Contractor’s records before final payment

is made. GIAA’s representatives shall have the right to reproduce any of the aforesaid documents.

ARTICLE 24

GOVERNMENT COMPLIANCE

24.01. Non-Exclusive Rights. Nothing in this Agreement shall be construed to grant or authorize

the granting of any exclusive rights within the meaning of section 308 of the Federal Aviation Act

of 1958, applicable FAA regulations or AIP Grant Assurance No. 23.

24.02. Subordination of Agreement. This Agreement shall be subordinate to the provisions of any

existing or future agreement between GIAA and the Government of Guam, or the United States of

America, or any of their respective boards, agencies or representatives relative to the operation or

maintenance of the Airport.

24.03. FAA Requirements. In the event the FAA or its successors shall at any time require any

modifications or changes in this Agreement as a condition precedent to the granting of funds for any

improvements to the Airport, Contractor hereby consents to such amendments, modifications,

revisions, supplements, or deletions of any of the terms, conditions or requirements of this

Agreement as any reasonably be required to obtain such funds.

24.04. Security Compliance. Contractor shall comply with and conform its performance of the

Scope of Work to GIAA’s Airport Security Program, Security Directives and Emergency

Amendments and FAA regulations (collectively, “Security Requirements”). Contractor shall require

all persons, including without limitation its subcontractors, agents, employees, or invitees, entering

the A.B. Won Pat International Airport, including without limitation, surrounding facilities, parking

lots, and runways, (collectively the “Airport Premises”) to comply with the Security Requirements

and the Airport Rules and Regulations. Contractor agrees to pay, indemnify and save GIAA

harmless from and against any and all fines and penalties imposed or assessed on GIAA and/or

Contractor for any breach of the Security Requirements by Contractor, its subcontractors, agents,

employees, or invitees, whether intentional, non-intentional, or through negligence occurring on the

Airport Premises during the term, or any extended term, of this Agreement. Contractor agrees to

rectify any security deficiency or other deficiency as may be determined as such by GIAA or the

United States Department of Transportation, Federal Aviation Administration, the Transportation

Security Administration, or any other federal agency. In the event Contractor fails to remedy any

such deficiency, GIAA may do so at the cost and expense of Contractor. GIAA reserves the right to

take whatever action is necessary to rectify any security deficiency or other deficiency.


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24.05. Government Requirements. Contractor shall comply with all governmental requirements

applicable to Contractor’s operations within the Airport facilities. Without limiting the generality

of the foregoing, Contractor shall at all times conduct its operations in strict accordance with all

rules, regulations and security plans that may be imposed by the United States, the FAA, the

Government of Guam, or GIAA with respect to the Airport facilities and operations thereof.

24.06. Duly Licensed. Contractor and all subcontractors are duly licensed and authorized to

perform the services required under this Agreement under the applicable laws of Guam. Any

specialized contractor licenses shall be provided by duly-licensed Guam subcontractors of

Contractor. At least ten (10) days prior to the expiration date of any of the licenses held by Contractor

for the services required under this Agreement, documentation showing that the license(s) has been

renewed shall be filed with GIAA.

24.07. No Liability for Exercise of Powers. GIAA shall not be liable to Contractor for any

diminution or deprivation of its rights which may result from the proper exercise of any power

reserved to GIAA in this Agreement; Contractor shall not be entitled to terminate this Agreement by

reason thereof, unless the exercise of such power shall interfere with Contractor’s rights hereunder

so as to constitute a termination of this Agreement by operation of law.

24.08. Taxes and Other Governmental Charges. Contractor shall pay, as the same become due, all

taxes and governmental charges of any kind whatsoever that at any time lawfully may be assessed

or levied against or with respect to Contractor’s improvements, machinery, equipment or other

property installed or used upon the Airport, including any ad valorem or personal property tax that

may be assessed against any leasehold interest or estate created by this Agreement. In good faith

and with due diligence, Contractor may contest any such taxes or governmental charges.

24.09. Gratuities and Kickbacks. Contractor represents that it has not violated, is not violating, and

promises that it will not violate the prohibition against gratuities and kickbacks set forth in §11206

(Gratuities and Kickbacks) of the Guam Procurement Regulations.

24.10. Representation Regarding Ethical Standards for Government and former Government

Employees. Contractor represents that it has not knowingly influenced and promises that it will not

knowingly influence a government employee to breach any of the ethical standards set forth in 5

GCA Chapter 5 Article 11 (Ethics in Public Contracting) of the Guam Procurement Act and in

Chapter 11 of the Guam Procurement Regulations.

24.11. Warranty against Employment of Sex Offenders (Public Law 28-98:2). Contractorwarrants

that no person providing services on behalf of Contractor has been convicted of a sex offense under

the provisions of Chapter 25 of Title 9 GCA or an offense as defined in Article 2 of Chapter 28, Title

9 GCA, or an offense in another jurisdiction with, at a minimum, the same elements as such offenses,

or who is listed on the Sex Offender Registry. If any person providing services on behalf of

Contractor is convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an

offense as defined in Article 2 of Chapter 28, Title 9 GCA or an offense in another jurisdiction with,

at a minimum, the same elements as such offenses, or who is listed on the Sex Offender Registry,


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that such person will immediately be removed from working at said agency and the Authority be

informed of such within twenty-four (24) hours of such conviction.

24.12. Covenant Against Contingent Fees. Contractor warrants that it has not employed any person

to solicit or secure this Agreement upon any agreement for a commission, percentage, brokerage, or

contingent fee. Breach of this warranty shall give GIAA the right to terminate this Agreement or,

as consideration, deduct the amount of such commission, percentage, brokerage or continent fee

from the Agreement price. This warranty shall not apply to commissions payable by contractors

upon contracts or sales secured or made through a bonafide established commercial or selling

agencies maintained by contractors for the purpose of securing business.

ARTICLE 25

ATTORNEYS’ FEES

25.01. If GIAA retains an attorney or attorneys to enforce any of the provisions of this Agreement,

or to protect its interest in any matter arising under this Agreement, or to recover damages for the

breach thereof, or GIAA commences an action for any of the foregoing reasons or to resolve any

dispute relating to this Agreement, and GIAA prevails, then GIAA shall be entitled to recover from

Contactor GIAA’s reasonable attorneys’ fees, costs and expenses incurred in connection with any

such action. If Contractor retains an attorney or attorneys regarding this Agreement, any recovery

of attorneys’ fees, costs or expenses from GIAA by Contractor is limited by and subject to the

Government Claims Act and any other applicable law.

ARTICLE 26

REMEDIES

26.01. Any dispute arising under or out of this Agreement is subject to the provisions of Chapter 9

(Legal and Contractual Remedies) of the Guam Procurement Regulations.

ARTICLE 27

CLAIMS BASED ON GIAA’S ACTS OR OMISSIONS

27.01. Notice of Claim. If any action or omission on the part of GIAA, requiring performance

changes within the scope of the Agreement constitutes the basis for a claim by Contractor for

additional compensation, damages, or an extension of time for completion, Contractor shall continue

with performance of the Agreement in compliance with the directions or orders of such officials, but

by so doing, Contractor shall not be deemed to have prejudiced any claim for additional

compensation, damages, or an extension of time for completion; provided:

(a) Contractor shall have given written notice to GIAA:

(i) prior to the commencement of the work involved, if at that time Contractor

knows of the occurrence of such action or omission;

(ii) within 30 days after Contractor knows of the occurrence of such action or

omission, if Contractor did not have such knowledge prior to the commencement of the work; or


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(iii) within such further time as may be allowed by GIAA in writing.

This notice shall state that Contractor regards the act or omission as a reason which may

entitle Contractor to additional compensation, damages, or an extension of time. GIAA, upon receipt

of such notice, may rescind such action, remedy such omission, or take such other steps as may be

deemed advisable in the discretion of GIAA.

(b) the notice required by 36.01 (a) of this Article describes as clearly as practicable at the

time the reasons why Contractor believes that additional compensation, damages, or an extension of

time may be remedies to which Contractor is entitled; and

(c) Contractor maintains and, upon request, makes available to GIAA within a reasonable

time, detailed records to the extent practicable, of the claimed additional costs or basis for an

extension of time in connection with such changes.

27.02. Limitations of Clause. Nothing herein contained, however, shall excuse Contractor from

compliance with any rules of law precluding any territorial officers and any contractors from acting

in collusion or bad faith in issuing or performing change orders which are clearly not within the

scope of the Agreement.

27.03. Adjustments of Price. Any adjustment in the contract price made pursuant to this clause shall

be determined in accordance with the Price Adjustment Clause of this Agreement.

ARTICLE 28

WAGE DETERMINATION (5 GCA ARTICLE 13)

28.01. Contractor shall pay its employees whose purpose in whole or in part is the direct delivery

of services in accordance with the Wage Determination applicable to this Agreement.

28.02. In addition to the subsection above, Contractor shall pay said employees health and similar

benefits having a minimum value as detailed in the Wage Determination, and shall pay them a

minimum of ten (10) paid holidays per year.

28.03. Contractor is advised that the Guam Department of Labor, or its successor, shall monitor

compliance with the provisions of 5 GCA Article 13, Wage and Benefit Determination. The Director

of the Department of Labor, or that person’s successor, shall investigate possible or reported

violations of the provisions of the law, and shall forward such findings to GIAA. The Department

of Labor, or its successor, shall promulgate rules and regulations, pursuant to the Administrative

Adjudication law, as needed to ensure the equitable investigation of violations and the maintenance

of due process, as well as the assessment of any monetary penalties in the event of a violation,

providing that such monetary penalties shall be limited to assessment of no less than One Hundred

Dollars ($100.00) per day, and no more than One Thousand Dollars ($1,000.00) per day, until such

time as a violation has been corrected, as well as the payment of all back wages and benefits due.


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28.04. In the event there is a violation, Contractor may be placed on probationary status by the Chief

Procurement Officer of the General Services Agency, or its successor, for a period of one (1) year.

During the probationary status, Contractor shall not be awarded any contract by any instrumentality

of the Government of Guam. In the event Contractor is placed on probationary status, or has been

assessed a monetary penalty pursuant to 5 GCA Article 13, Contractor may appeal such penalty or

probationary status to the Superior Court of Guam.

28.05. Contractor has submitted a Declaration of Compliance with Wage Determination laws with

the most recent Wage Determination promulgated by the U.S. Department of Labor attached.

28.06. Upon any renewal of this Agreement, GIAA and Contractor agree that the Wage

Determination promulgated by the U.S. Department of Labor on a date most recent to the renewal

shall apply to the Agreement.

ARTICLE 29

FAA REQUIRED PROVISIONS

29.01. Civil Rights – General. The contractor agrees to comply with pertinent statutes, Executive

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

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

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

subtier contractors from the RFP 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.

29.02. Title VI - Compliance with Nondiscrimination Requirements. During the performance of

this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred

to as the “contractor”) agrees as follows:

1. Compliance with Regulations: The contractor (hereinafter includes consultants) will

comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be

amended from time to time, which are herein incorporated by reference and made a part of this

contract.

2. Non-discrimination: The contractor, with regard to the work performed by it during the

contract, will not discriminate on the grounds of race, color, or national origin in the selection and

retention of subcontractors, including procurements of materials and leases of equipment. The

contractor will not participate directly or indirectly in the discrimination prohibited by the

Nondiscrimination Acts and Authorities, including employment practices when the contract covers

any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment:

In all solicitations, either by competitive solicitation, or negotiation made by the contractor for work

to be performed under a subcontract, including procurements of materials, or leases of equipment,

each potential subcontractor or supplier will be notified by the contractor of the contractor’s

obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of

race, color, or national origin.


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4. Information and Reports: The contractor will provide all information and reports required

by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its

books, records, accounts, other sources of information, and its facilities as may be determined by the

sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such

Nondiscrimination Acts And Authorities and instructions. Where any information required of a

contractor is in the exclusive possession of another who fails or refuses to furnish the information,

the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate,

and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Non-

discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or

the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

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

complies; and/or

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

6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one

through six in every subcontract, including procurements of materials and leases of equipment,

unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor

will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation

Administration may direct as a means of enforcing such provisions including sanctions for

noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation

by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to

enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request

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

29.03. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance

of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred

to as the “contractor”) agrees to comply with the following non-discrimination statutes and

authorities; including but not limited to:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits

discrimination on the basis of race, color, national origin);

49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of

Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);

The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42

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);

Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,

(prohibits discrimination on the basis of disability); and 49 CFR part 27;

The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits

discrimination on the basis of age);

Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended,

(prohibits discrimination based on race, creed, color, national origin, or sex);

The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage

and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of

1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the


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terms “programs or activities” to include all of the programs or activities of the Federal-aid

recipients, sub-recipients and contractors, whether such programs or activities are Federally

funded or not);

Titles II and III of the Americans with Disabilities Act of 1990, 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;

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);

Executive Order 12898, Federal Actions to Address Environmental Justice in Minority

Populations and Low-Income Populations, which ensures non-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;

Executive Order 13166, Improving Access to Services for Persons with Limited English

Proficiency, and resulting agency guidance, national origin discrimination includes

discrimination because of limited English proficiency (LEP). To ensure compliance with

Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access

to your programs (70 Fed. Reg. at 74087 to 74100);

Title IX of the Education Amendments of 1972, as amended, which prohibits you from

discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

ARTICLE 30

MISCELLANEOUS

30.01. Entire Agreement. This Agreement contains the entire agreement of the parties with respect

to the matters covered by this Agreement, and no other agreement, statement, or promise made by

any party, or to any employee, officer, or agent of any party, which is not contained in this

Agreement shall be binding or valid.

30.02. Invalidity. If any term, covenant, condition or provision of this Agreement is held by a court

of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof

shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

30.03. Headings. Headings used in this Agreement are for reference purposes only and shall not be

considered in construing this Agreement.

30.04. News and Information Release. Contractor agrees that it will not issue any news releases in

connection with either the award of this Agreement or any subsequent amendment of or effort under

this Agreement, without first obtaining review and approval of said news releases from GIAA

through its designated agent.


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30.05. Governing Law. The validity of this Agreement and of any of its terms or provisions as well

as the rights and duties of the parties to this Agreement shall be governed by the laws of Guam.

30.06. Prohibition against Assignment and Subcontracting. No performance of this Agreement, or

right, duty, liability, obligation or responsibility may be assigned or subcontracted by Contractor

without the express written consent of GIAA. Any attempt by Contractor to assign or transfer of a

majority share or interest in ownership of Contractor shall constitute an assignment and shall

constitute a default of this Agreement.

30.07. Amendments. This Agreement may not be amended except by a written agreement signed

by all parties.

[SIGNATURES ON THE FOLLOWING PAGE]


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IN WITNESS THEREOF the parties hereto have executed this Contract as of the day and year first

written.



By:

Charles H. Ada II

Executive Manager

Date:

[CONTRACTOR]

By:

Name:

Title:

Date:

CONCURRED BY



BOARD OF DIRECTORS

By:

Ricardo C. Duenas

Chairman

Date:

ATTESTED TO:

By:

Name:

Title:

Date:

CERTIFICATION OF AVAILABILITY OF

FUNDS

By: __________________________________

[Name]

Certifying Officer

Date:

APPROVED AS TO FORM

By: ________________________________

GIAA Legal Counsel

Date:


ATTACHMENT 1

SCOPE OF SERVICES

(See attached)


ATTACHMENT 2

FEES