Document Sample
                                             8652 Casa Verde Rd., Bldg 811, Orlando, FL 32827
FROM/RETURN TO:                            Teresa Smith, FCCM, Purchasing Agent
                                             PHONE: (407) 825-2196, FAX: (407) 825-4020
November 28, 2011
THIS IS NOT AN ORDER                                                  RFQ #91395-12, Rev. “A”

RESPONSE REQUIRED BY Friday, December 2, 2011 (1:00 PM E.S.T.)

VENDOR:      __________________________
ADDRESS:     __________________________
ATTN.:              __________________________
PHONE:       __________________________
FAX:         __________________________
E-MAIL:      __________________________
Insulation Repair and Replacement Services                 at   Orlando   International   Airport   PER
ESTIMATED HOURS            HOURS                                LABOR RATE      Extended

 A.      950 Hour      Repair Labor, Standard Hour              X $           /Hr. = $

 B.       16 Hour      Repair Labor, Non-Standard Hour          X $            /Hr. = $

 C.     Components and Parts (Estimated)                                           = $14,000.00

 D.     Contractors Mark-up % over its cost for components
        and parts(Example 1% should be entered as .01)
                           _____________ X      $14,000.00 =                 $__________
                           (.00 expressed       (est. components
                            in decimals)         and parts cost)

                                                     TOTAL QUOTATION           $
                                                                            TAX EXEMPT
NOTE: Repair Labor and Travel Charge unit prices above shall include all costs associated
with the job including, but not limited to, travel expenses, reimbursable expenses, labor and all
other miscellaneous expenses.

All unit costs provided above shall be for materials/items/parts/equipment that is new, unused, of
current year model, and is fully supported by the manufacturer’s warranty to the initial purchaser.

QUOTED BY (SIGNATURE)                                DATE

TITLE                                                FIRM

TELEPHONE (if different from above)                  FAX (if different from above)

                                             Page 1 of 2
RFQ #91395-12 INSULATION REPAIR AND REPLACEMENT SERVICES                             Rev. “A”
                                             8652 Casa Verde Rd., Bldg 811, Orlando, FL 32827
FROM/RETURN TO:                            Teresa Smith, FCCM, Purchasing Agent
                                             PHONE: (407) 825-2196, FAX: (407) 825-4020

RFQ# 91395-12, Insulation Repair and Replacement Services, Rev. “A”

ALL ITEMS:     Provide services in accordance with “TS12 Insulation Repair and Replacement
               Services”, Revision “A”, dated, November 23, 2011, 9 pages.

A pre-bid conference is scheduled for 1:30 p.m., Tuesday, November 8, 2011. Prospective
bidders will meet at the Authority’s Purchasing Office located at 8652 Casa Verde Road,
Building 811, Orlando, FL 32827. Attendance at the pre-bid conference is not mandatory.



      COVERAGE: $1,000,000. (If unescorted AOA access is required: $5,000,000)
   AUTOMOBILE LIABILITY (AL) INSURANCE (If driving on Authority property to do work):
      $1,000,000. (If unescorted AOA access is required: $5,000,000)
      with statutory limits of $100,000/$500,000/$100,000
   GOAA and the City of Orlando are to be named as additional insureds for CGL and AL coverages for
      services provided resulting from this RFQ.

WORK SITE: Various locations at Orlando International Airport.


BIDDERS NOTE: Any award resulting from RFQ 91395-12 will not be subject to supplier fees.
If you received this solicitation document from any source other than AirportLink (WebProcure)
please promptly register your interest in this solicitation with AirportLink (WebProcure).


___________________________________                  _______________________________
QUOTED BY (SIGNATURE)                                DATE



                                             Page 2 of 2
RFQ #91395-12 INSULATION REPAIR AND REPLACEMENT SERVICES                         Rev. “A”
                                   SPECIFICATION FOR

                                        November 23, 2011

                                            Revision “A”



       1.1.1 The Contractor shall provide all materials, labor, supervision, miscellaneous
             supplies, equipment, tools, chemicals, and all other accessories, services,
             facilities, activities necessary for the installation, repair and replacement of
             insulation for HVAC units, ductwork, and chilled and hot water piping, on an
             “as-needed” basis, throughout Main Terminal, Airsides, and other Authority's
             buildings located at Orlando International Airport, in accordance with this

       1.1.2 The work performed by the Contractor shall include, but is not limited to,
             preparation of existing ductwork to receive the new insulation based on a
             schedule approved by the Authority Authorized Representative (AAR), who may
             be reached at 407-825-2378.

       1.1.3 BIDDERS NOTE: Any award resulting from RFQ 91395-12 will not be subject to
             supplier fees. If you received this solicitation document form any source other
             than AirportLink (WebProcure) please promptly register your interest in this
             solicitation with AirportLink (WebProcure).


       1.2.1   The Contractor shall comply with all applicable Federal, State and local laws,
               ordinances, rules and regulations pertaining to the performance of the work
               specified herein.

       1.2.2   The Contractor shall obtain all permits, licenses and certificates, or any such
               approvals of plans or specifications as may be required by Federal, State and
               local laws, ordinances, rules and regulations, for the proper execution of the
               work specified herein.


       1.3.1 The Manufacturer shall have a minimum of five (5) years experience in the
             manufacturing of the products specified herein.

       1.3.2 Insulation material shall be new, unused, and free of any visual defects, and the
             AAR has the right to reject any insulation material that fails to conform to the
             requirements specified herein. The Contractor shall replace rejected items with
             acceptable material.

Specification (continued)


       1.4.1 Contractor shall warrant in writing, to replace, at no additional cost to the
             Authority, any item that has installation related or manufacturer’s defects. All
             labor and materials expended for the reproduction or replacement of such items
             shall be provided at no additional cost to the Authority.

       1.4.2 Warranty shall be effective for a period of one (1) year following final
             acceptance of the project for the Contractor’s workmanship and installation.
             The Contractor shall also provide to the Authority all manufacturer’s warranties
             provided for the materials provided and installed. These warranties shall have a
             minimum lifetime warranty of one (1) year on all materials installed under this


       1.5.1 Prior to commencement of work at each replacement site, the awarded
             Contractor shall provide the AAR for review and approval:

             The technical data sheets on the ductwrap, fabric cloth, vapor
                              barrier, fiberglass pipe cover, and caulk.

             The Contractor shall furnish for approval by the AAR a schedule,
                              which indicates starting and end dates for significant items of the

             Proof of general liability insurance that meets the minimum
                              requirements stated on the RFQ form for escorted AOA access.
                              This document must show that the insurance is in force during the
                              duration of the estimated performance period.

       1.5.2 Following completion of the repairs, Contractor shall provide to the Authority
             documentation, which shall consist of the following:

             Cut sheets for all materials, where applicable.

             Warranty information.


       1.6.1 Contractor shall perform all work between the hours of 7:00 a.m. and 3:30 p.m.
             Monday through Friday (standard working hours). Any work activity having an
             adverse effect on the Authority or a concession operation shall be performed
             between the hours of 12:00 a.m. and 6:00 a.m. Contractor shall perform no
             work during Authority observed holidays without the prior written permission of
             the Authority. The Contractor agrees to give the Authority sufficient advance
             notice to request working on such holidays or during overtime hours to allow the

TS12 INSULATION REPAIR AND REPLACEMENT SERVICES                                 REV. “A”
Specification (continued)

               Authority to assess the impact that such activities would have on the area’s
               normal scheduled operations.

       1.6.2 In the event an emergency condition is declared by the Authority’s Executive
             Director, Deputy-Executive Director, Director of Maintenance or their respective
             designees, the Contractor will perform work during such hours as specified by
             the Authority.

       1.6.3 Contractor shall respond verbally to a request by the AAR within twelve (12)
             hours of receiving the request, and shall provide staff on-site to perform the
             Services within forty-eight (48) hours from the time of the AAR’ s request is
             received by the Contractor

       1.6.4 The Contractor's personnel are required to check-in when arriving for a work
             assignment at OIA and check-out prior to departing OIA by “signing” the
             electronic “In/Out Log” device located in the Central Plant office on the west
             end of Level 1 in the Landside Terminal Building.

       1.6.5 After check-in, Contractor’s personnel shall report directly to the AAR or
             designee, in person at the HVAC supervisor’s office, Room #NTLS-ZCW01-
             4136, located in Central Plant. Prior to checking out, Contractor’s personnel
             shall leave a time sheet with the AAR in the same office that lists the names of
             the employees that performed the work, the total hours worked, description of
             the work performed, and a listing of the material used during the work
             performance. Time required to travel to and from OIA is not eligible for

       1.6.6 The Contractor shall provide office telephone numbers, cell phone numbers, fax
             numbers, e-mail addresses, etc. to the Authority’s AAR in order to ensure the
             Authority can contact the Contractor and/or the assigned supervisor/manager in
             the event of an emergency.

       1.6.7 The Contractor will not be permitted to operate any Contractor owned vehicles
             on the AOA.


       1.7.1 The Contractor will abide by all State and Federal regulations on wages and
             hours of an employee dealing with the employment relationship between
             Contractor and its subsidiaries or related parties and its employees, including but
             not limited to the Florida Human Relations Act, the Federal National Labor
             Relations Act, the Federal Fair Labor Standards Act, the Federal Civil Rights Act
             of 1964, as amended, and the Americans with Disabilities Act.

       1.7.2 The Contractor shall require all prospective employees to show proof of
             citizenship, or proof from the United States Immigration and Naturalization
             Service of valid entry permits and/or work permits, and that they are legal aliens
             eligible to be employed in the United States.

       1.7.3 Should the Contractor engage employees that are illiterate in English, it will be
             the Contractor's responsibility and obligation to train such employees to be able
             to identify and understand all signs and notices in and/or around the areas that
Specification (continued)

               relate to them or the services being performed by them pursuant to this

       1.7.4 The Contractor shall maintain a drug-free workplace within the meaning of the
             Florida Drug-free Workplace Act. No employee shall be hired by a Contractor for
             work on Authority's premises prior to such employee having tested negative for
             drugs. In addition, existing employees of the Contractor must be subject to drug
             testing by the Contractor upon reasonable suspicion of drug use.

       1.7.5 While working on airport property all Contractor's employees shall wear neat-
             appearing uniforms and footwear of a style that complies with all legal and
             safety requirements, including and without limitation, the requirements of

       1.7.6 Contractor's personnel shall be instructed that no gratuities shall be solicited or
             accepted for any reason whatsoever from the tenants, customers or other
             persons at Orlando International Airport. The Contractor shall be responsible for
             ensuring that all articles found by its employees on Authority's premises are
             turned over to the Authority, or the Authority's designated agent in charge of
             such articles.

       1.7.7 A valid Florida driver license (Commercial Driver License, if applicable) will be
             required of all personnel operating motor vehicles or motorized equipment on
             roadways in or around Orlando International Airport. Each of the Contractor's
             motor vehicles brought onto the Authority's premises shall have the
             Contractor's business name and/or logo prominently displayed on both front
             doors of such vehicle.


       1.8.1 The Authority will issue for a fee, as stated below in Paragraphs 1.8.2 and
             1.8.3, to the Contractor's employees an identification badge that will display
             their picture, name, and other applicable information; and any key(s) required in
             the performance of the Contract. At all times while on airport property, the
             Contractor shall have a minimum of two (2) employees with a picture
             identification badge and such employees are required to display such badge
             prominently on their uniforms in accordance with Authority’s guidelines. Every
             new employee requiring unescorted access to a secure area of the airport must
             be electronically processed by the Authority’s Access Control Office for a
             Criminal History Records Check before an identification badge is issued. In
             addition to this records check, the employee will be required to attend a one
             hour security class, and in the case of operating a vehicle on the Airport
             Operating Area (AOA) the employee will also be required to attend a one hour
             driving safety class; both classes presented by the Authority. The Contractor
             shall maintain a permanent record in its files of the background information,
             including drug screening tests, on all of its current and former employees who
             are utilized in the performance of this Contract and, when requested, shall
             provide such information to Authority, TSA, or such other entity as deemed
             appropriate by the Authority. The Contractor further agrees to perform such
             additional employee background checks, fingerprinting, or other identification
             measures as may be required by any future security rules or applicable federal
Specification (continued)

       1.8.2 Fees Associated with Identification Badges:

               New Issue                     $25.00
               Renewal/Defaced               $25.00
               Name Change                   $ 5.00 (paid at time of issuance)
               Addition                      $ 5.00 (i.e. adding company name, driver, etc.)
               Deletion                      No Charge
               Lost                          $50.00 (paid before a replacement will be issued)
               Stolen                        No Charge with proper documentation
               Fingerprinting                $29.00

      1.8.3 1.8.3     Fees Associated with Keys:

               New Hard Key                  $10.00
               Lost Hard Key                 $50.00
               Re-core Key                   $50.00 plus $10.00 per each new key
               Intellikey                    $20.00
               Lost Intellikey               $50.00

       Note: No personal checks or credit card payments are accepted. Companies will be
             assessed a $100.00 fee for all non-returned expired badges.


       1.9.1 The Authority will provide Contractor with a staging area in which to store,
             stock, or stage its materials and supplies used in the performance of this
             Contract. The staging area will be determined prior to execution of the contract.
             Contractor shall provide sufficient insurance coverage’s for all of its equipment
             and tools stored at the Authority’s staging site. Contractor, at its sole cost and
             expense, shall keep any staging area provided by the Authority in a safe, clean,
             and well maintained condition, and in accordance with all legal requirements,
             including, but not limited to, OSHA, the FAA, the Authority, or other applicable
             governing agency.

       1.9.2 The Authority will provide the Contractor with electrical access needed to
             perform the repair/replacement services.

       1.9.3 The Authority will provide the Contractor with escorts as needed to access the
             certain work areas as applicable.

       1.9.4 Parking privileges in the Authority’s employee parking lot, and additional parking
             privileges as the Authority, in its sole discretion, may determine are necessary
             for the Contractor’s service vehicles.



       2.1.1 Contractor shall utilize a 2” X 1 ½” flexible ductwrap material suitable for use
             on this type of installation (see paragraph 3.2.1).

Specification (continued)

       2.1.2 The Contractor shall utilize a 3” wide fabric cloth material suitable for use on
             this type of installation (see paragraph 3.2.1).

       2.1.3 Contractor shall utilize vapor barrier mastic suitable for use on this type of
             installation (see paragraph 3.2.1, paragraph 3.2.2).

             Suggested material: 30/65 as manufactured by Foster, 590 as
                              manufactured by Marathon, or an approved equivalent product.

       2.1.4 Contractor shall utilize a 2” thick rigid fiberglass board having a density of 3 PCF
             with either FSK or ASJ vapor barrier facing (see paragraph 3.2.2).

       2.1.5 Contractor shall utilize a rigid fiberglass pipe cover with an ASJ/SSL jacket
             suitable for use on this type of installation (see paragraph 3.2.3).

       2.1.6 The Contractor shall utilize a cellular glass material with fabricator applied and
             an ASJ/SSL jacket suitable for use on this type of installation (see paragraph

       2.1.7 Contractor shall utilize a joint sealer suitable for use on this type of installation
             (see paragraph 3.2.4).

             Suggested material: CP756 as manufactured by Childers, or an
                              approved equivalent product

       2.1.8 Contractor shall utilize pre-formed aluminum fitting covers with vapor barrier
             paper suitable for use on this type of installation (see paragraph 3.2.5).

             Suggested material: Fitting covers as manufactured by Childers,
                              RPR, PABCO, or an approved equivalent product

       2.1.9 Contractor shall utilize a minimum 1” thick pipe cover suitable for use on this
             type of installation (see paragraph 3.2.6).

             Suggested material: Pipe covers as manufactured by Armaflex, or
                              an approved equivalent product

       2.1.10 Contractor shall utilize an adhesive suitable for use on this type of installation
              (see paragraph 3.2.6).

            Suggested material: 520 as manufactured by Armstrong, or an
                              approved equivalent product

       2.1.11 Contractor shall utilize applications paint suitable for use on this type of
              installation (see paragraph 3.2.6).

            Suggested material: WB as manufactured by Armaflex, or an
                              approved equivalent product


       No substitutions are allowed unless the AAR has given prior approval, in writing.
TS12 INSULATION REPAIR AND REPLACEMENT SERVICES                                 REV. “A”
Specification (continued)



       3.1.1 Contractor shall perform all of its obligations and functions under the Contract in
             accordance with this specification, and in to industry standards to ensure that
             the insulation repair and replacement provided is in accordance with the material
             manufacturer's specifications and all applicable code requirements.            The
             Contractor shall use its best efforts to coordinate its activities with and adjust
             its activities to the needs and requirements of the Authority and to perform its
             activities so as not to annoy, disturb, endanger, unreasonably interfere with or
             delay the operations or activities of the Authority.

       3.1.2 Work shall be performed by qualified personnel trained and experienced in
             providing services of this type and in compliance with all Federal, State, and
             City of Orlando regulations. OSHA rules and regulations shall be followed at all

       3.1.3 Any work required beyond that which is specified herein, shall be reported in
             advance to the AAR. At no time shall work beyond the scope be performed
             without prior written authorization from the Director of Maintenance.

       3.1.4 The Contractor shall be responsible for preparing each insulation
             repair/replacement location to accommodate the new insulation.                  Field
             measurements needed to determine the actual material requirements are the
             responsibility of the Contractor; any approximate measurements referenced in
             this Technical Specification DO NOT reflect actual repair location requirements.
             The Contractor shall provide all necessary materials including all incidental parts
             not necessarily listed. All materials shall be appropriate for their intended use.

       3.1.5 Contractor must comply with Federal and State right-to-know laws if hazardous
             materials are used. MSDS safety sheets shall be made available to all workers
             and Authority's representatives. Contractor shall report immediately to the AAR
             any spillage or dumping of hazardous materials on Authority property. The
             Contractor shall also be responsible for the cleanup and any costs incurred for all
             such incidents.

       3.1.6 Tools and equipment will be in a good state of repair, safe to use, and be used
             in the manner in which they were intended. Appropriate safety gear, shall be
             provided by Contractor to all employees as necessary under this contract.

       3.1.7 The Contractor shall, during the performance of this contract, keep current and,
             if so requested by the Authority, provide copies of any and all licenses,
             registrations or permits required by applicable governing agencies. Contractor

TS12 INSULATION REPAIR AND REPLACEMENT SERVICES                                 REV. “A”
Specification (continued)

               shall keep a copy of, any and all licenses, registrations or permits on their
               person or in their vehicle while on Authority’s properties.

       3.1.8 It is the Contractor's responsibility to familiarize itself with access to the site
             and the Contractor shall be responsible for delivery of all equipment and
             materials to the site.

       3.1.9 Contractor shall to advise the Authority as soon as practical of any defect or
             condition which may adversely affect this contract work, including any defect or
             condition which is not covered under the scope of the contract.

       3.1.10 Work to be performed under this Contract shall consist of the following:


       3.2.1 SUPPLY AND RETURN DUCTWORK: Remove old insulation and replace with
             2”x 1 ½” flexible ductwrap. Use 3” wide fabric cloth with vapor barrier mastic
             on joint and seams. Use 9/16” or ½” galvanized staples. Pin ducts that exceed
             24” in width.

       3.2.2 DUCTWORK (RIGID BOARD): Remove old insulation and replace with 2” thick
             rigid fiberglass board with either a vapor barrier facing to match existing.
             Density to be 3 pounds per cubic foot (PCF). All joints and seams to be closed
             with 3” wide fabric cloth and a vapor barrier mastic. Adhere board to duct with
             2” long welded cuphead pins.

       3.2.3 HEATING HOT WATER: Remove old insulation and replace with rigid fiberglass
             pipe cover with ASJ/SSL jacket. Thickness to match existing with a minimum
             of 1” thick. Fitting to be insulated with PVC lo-smoke fitting covers with
             fiberglass inserts.

       3.2.4 CHILLED WATER: Remove old insulation and replace with cellular glass with
             fabricator applied ASJ/SSJ jacket. Thickness to match existing with a minimum
             of 1 ½” thick. Fitting to be fabricator preformed with either PVC fitting covers
             of fabric cloth and mastic. Seal all joints and seams with joint Sealer.

       3.2.5 JACKETING SYSTEMS (CHILLED & HOT WATER): Remove damaged jacketing
             and replace with aluminum with vapor barrier paper. Match existing finishes of
             smooth, stucco, or corrugated. Band jacket with ½” aluminum bands and seals.
             Caulk joints and seams as required. Fitting covers to be pre-formed aluminum.

             and replace with a minimum 1” thick pipe cover. Adhere joints and seams with
             adhesive. In exterior applications paint with two coats of finish or apply metal
             jacket system.


       3.3.1 An inspection of each completed repair or replacement performed under the
             Contract shall be conducted by the AAR and Contractor.

Specification (continued)

       3.3.2 Any deficiencies noted during the inspection shall be corrected before final


       3.4.1 The Contractor shall invoice the Authority for insulation repair and replacement
             services provided. Such invoice shall reflect dates, times, and hours as
             documented by the “In/Out” log.

       3.4.2 The Authority shall pay the Contractor for the actual hours of labor documented
             in the “In/Out” log at the hourly rates and material at the mark-up or discount
             set forth in the Contractor’s quotation for each insulation repair/replacement
             service provided to and acceptable to the Authority.

       3.4.3 The Contractor shall submit all invoices to:

                              Greater Orlando Aviation Authority
                              P.O. Box 620125
                              Orlando, FL 32862-0125
                              Attn.: Finance Manager


       3.5.1 Contractor shall ensure that all work sites remain clean and orderly at all times.
             All waste materials associated with this project shall be handled in accordance
             with all federal, state, and local regulations. Work areas shall be cleared of any
             project-related refuse of debris at the end of each workday. It shall be the sole
             responsibility of the Contractor to dispose of all waste materials, in a Dumpster
             provided by the Authority.

       3.5.2 During the progress of the specified work, the Contractor shall keep the premises
             free from accumulation of waste materials, rubbish, and other debris resulting from
             the work. At the completion of the work, the Contractor shall remove all waste
             materials, rubbish, and debris from, and about the premises as well as all tools,
             appliances, machinery, and surplus materials, and leave the site clean and ready
             for occupancy by the Authority. All waste materials associated with this project
             shall be handled in accordance with all federal, state and local regulations.


       The Contractor shall be solely and completely responsible for initiating, maintaining,
       and supervising all safety precautions and programs in connection with the work. The
       Contractor shall take all necessary precautions for safety of, and shall provide the
       necessary protection to prevent injury to, all employees on the work site and other
       persons including but not limited to, the general public who may be affected thereby.

                                      END OF SPECIFICATION

                                       GREATER ORLANDO AVIATION AUTHORITY
                                                  TERMS AND CONDITIONS OF PURCHASE
1. GOVERNING PROVISIONS. All purchases of goods and/or services                       based on a blanket purchase order, all packing lists shall reference the purchase order
by the Greater Orlando Aviation Authority (“Purchaser”) described on the face         number, an itemized list and cost of materials delivered, and the total dollar amount
hereof shall be subject to these terms and conditions. If the terms and               of the delivery. Accepting released based on a blanket purchase order after the
conditions are unacceptable, seller shall return this order to Purchaser.             blanket purchase order expiration date or that cause the total expenditure to exceed
Purchaser hereby objects to any additional or different terms contained on any        the purchase order amount may delay payment.
of the seller’s quotation, acknowledgment, invoice or other forms, or in any          6. INSPECTION, ACCEPTANCE AND REJECTION. All goods purchased
other correspondence from the seller. Failure of seller to deliver in                 hereunder (and work-in-progress relating thereto) shall be subject to inspection and
accordance with these terms and conditions may disqualify seller from                 testing by Purchaser at any reasonable time and from time to time before, during or
receiving future orders from Purchaser. These terms and conditions together           after manufacture and delivery. If any inspection or test is to be made on the
with the specifications on the face hereto, as supplemented by agreed prices          premises of the seller, the seller without additional charge shall provide all reasonable
and delivery dates, shall constitute the entire agreement between the parties on      facilities and assistance for the safety and convenience of the inspectors in the
the subject of purchases by Purchaser from the seller, superseding all prior          performance of their duties. Notwithstanding prior inspections, all goods are subject
communications and negotiations. Any and all special terms and conditions             to final inspection and approval at Purchaser’s facility or other place designated by
attached hereto that vary from these terms and conditions shall have                  Purchaser and, notwithstanding any payment that may be made, no goods are deemed
precedence over these terms and conditions. EACH SALE BY THE                          accepted until such final inspection and approval. Purchaser’s inspection before,
SELLER TO THE PURCHASER SHALL BE GOVERNED AND                                         during or after manufacture and delivery shall not constitute a waiver of the right of
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE                                    subsequent rejection by reason of any undiscovered or latent defect. Purchaser may
OF FLORIDA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS                                 return rejected goods at the seller’s expense. The seller shall not replace goods
OF LAWS. THE RIGHTS AND OBLIGATIONS OF THE PARTIES                                    returned as defective unless so directed by Purchaser in writing.
HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS                                     7. WARRANTIES, REMEDIES. The seller warrants that the goods to be
OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE                                      furnished hereunder shall (a) be free and clear of all security interests, liens and
INTERNATIONAL SALE OF GOODS.                                                          encumbrances, good and merchantable title thereto being in the seller; (b) be free
2. PRICE AND TIME FOR PAYMENT. Purchaser shall pay the price                          from any defects in design, material or workmanship (latent or otherwise) and of
set forth on the face hereof. Payment of all undisputed portions of such              good and merchantable quality; (c) conform to Purchaser’s specifications or the
invoice shall be made within thirty days after receipt of seller’s invoice, but, in   sample approved by Purchaser, and with representations with respect thereto
no event, prior to receipt and acceptance of the goods or services.                   previously made by the seller, to the extent any of the foregoing are applicable, as
3. CHANGES IN ORDERS. Purchaser reserves the right at any time to                     the case may be, and be fit for the use intended by Purchaser; and (d) comply and
make changes in any one or more of the following: (a) specifications,                 have been produced, processed, packaged, labeled, delivered and sold in conformity
drawings and data incorporated in this contract where the items to be furnished       with all applicable federal, state or other laws, administrative regulations and orders,
are to be specially manufactured for the Purchaser, (b) methods of shipment or        including the Occupational Safety and Health Act of 1971 as amended from time to
packing, (c) place of delivery, and (d) time of delivery. If any such change          time. The foregoing warranties shall survive inspection, delivery and payment, and
causes an increase or decrease in the cost of or the time required for                shall run in favor of Purchaser, its successors and assigns and its customers, whether
performance of an order, an equitable adjustment shall be made in the contract        direct or indirect. The seller shall determine the particular purposes for which all
price or delivery schedule, or both, or Purchaser may, at its option, cancel the      goods/services purchased by Purchaser are required, and shall utilize its skill and
order pursuant to paragraph 12 hereof if agreement on an equitable adjustment         judgment to select and furnish suitable goods/services; the seller acknowledges that
cannot be reached. Any claim by the seller for adjustment under this                  Purchaser is relying on the seller to do so. If any or all delivered goods are found to
paragraph shall be deemed waived unless asserted in writing within twenty             be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s
(20) days from receipt by the seller of the change order. Price increases or          specifications or any other requirements hereof (including the seller’s warranties),
extensions of time for delivery shall not be binding on Purchaser unless              Purchaser may, at its option and in addition to its other remedies, retain such goods
evidenced by a purchase order change notice issued and signed by Purchaser.           at an adjusted price, hold such goods at the seller’s risk and expense pending the
No substitutions, changes or modifications of the ordered item shall be made          seller’s specific instructions, or return them to the seller for replacement, credit or
except upon Purchaser’s written authority.                                            refund, as Purchaser shall direct. Purchaser shall also have the right to cancel any
4. DELIVERY, COVER, DELAY AND ANTICIPATION. The seller                                unshipped portions of any order. Purchaser shall be reimbursed by the seller for all
shall deliver the goods in the quantities and shall deliver the goods and/or          of its costs and expenses in connection with the storage, handling, packing and/or
provide the services, within the time, which is of the essence, in accordance         transporting of any such defective or otherwise nonconforming goods, and the seller
with the specifications on the face hereof, any drawings or approved samples,         shall assume all risk of loss or damage in transit to goods returned by Purchaser
and at the prices agreed. All deliveries shall be made between 7:00 a.m. and          pursuant hereto.
4:00 p.m., Monday through Friday. Failure of the seller to comply with such           8. INDEMNIFICATION BY THE SELLER. The seller shall indemnify
delivery requirements shall entitle Purchaser, in addition to any other rights or     Purchaser, its members, officers, agents, employees, successors, assigns, and
remedies, to cancel any order and be relieved of all liability for any                customers (whether direct or indirect) against any and all losses, damages and
undelivered portion. In the event of such failure, Purchaser shall also be            expenses (including attorneys’ fees and other costs of defending any action at trial
entitled to effect cover by purchasing or agreeing to purchase goods in               and on appeal) which they, or any of them, may sustain or incur as a result of any
substitution for those due from seller in the open market and recover from            claim of negligence, breach of warranty, bodily injury or death, strict liability in tort
seller the difference between the cost of such cover and the contract price           or based on any other theory of law in connection with this order, the goods/services
together with any incidental or consequential damages less any expenses saved         furnished by the seller hereunder, or as a result of any claim that the goods furnished
in consequence of seller’s breach. The purchase or agreement to purchase              by the seller fail to conform to or comply with any federal, state or local laws,
must be reasonable and effected without unreasonable delay. In the event that,        regulations or standards, based upon or arising out of any construction, installation,
for reasons beyond Purchaser’s reasonable control, shipment is delayed beyond         services or facilities furnished by the seller under or in connection with any order, or
the last date on which shipment by the method contemplated herein would               based upon the existence of this purchase order.
result in delivery guaranteed on or before the required delivery date herein, the     9. PURCHASER’S DAMAGES. The seller shall be responsible for any and all
seller shall make shipment by the most expeditious available method of                losses, liabilities, damages and expenses, including incidental and consequential
transportation. Any additional cost of such method of shipment shall be borne         damages, and including attorneys’ fees and other costs of investigating, negotiating,
by the seller. If shipment is delayed for any cause, the seller must report the       remedying, or prosecuting an action for breach, which Purchaser may sustain or
same to Purchaser promptly. Failure of Purchaser to insist upon strict                incur as a result of any breach of contract by seller.
performance shall not constitute a waiver of any of the provisions of any order       10. PATENTS, TRADEMARKS AND COPYRIGHTS. The seller warrants that
or waiver of any default. Any failure by Purchaser to exercise its remedies           the sale or use of goods furnished hereunder will not infringe or contribute to
with respect to any installment shall not be deemed to constitute a waiver with       infringement of any patent, copyright, trademark, trade secret or other proprietary
respect to subsequent installments. The seller shall not unreasonably anticipate      right or subject Purchaser or its customers (direct or indirect) to royalties in the
delivery by purchasing materials or manufacturing quantities in excess of what        United States or elsewhere, and shall indemnify, defend, and save harmless
is reasonably required to meet Purchaser’s delivery schedule. Items received          Purchaser, its successors and assigns and its customers (whether direct or indirect),
in advance of Purchaser’s delivery schedule may, at Purchaser’s option, be            against any and all losses, damages and expenses (including attorneys’ fees and other
returned at the seller’s expense or be accepted and payment withheld until the        costs of defending any infringement claim) which they, or any of them, may sustain
scheduled delivery date.                                                              or incur as the result of a breach of this warranty.
5. SHIPPING, PACKING AND RISK OF LOSS. The shipping terms for                         11. FAIR LABOR STANDARDS CERTIFICATE. The seller hereby certifies
all goods purchased hereunder are F.O.B. destination designated by Purchaser          that all goods furnished hereunder shall have been produced in compliance with all
on the face hereof. If the Purchaser agrees in a separate writing that shipping       applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act of
is to be F.O.B. shipping point, seller shall pre-pay all shipping charges and         1938, as amended, and of regulations and orders of the Administrator of the Wage
add them to the invoice. Purchaser shall have the right to route all shipments.       and Hour Division issued under Section 14 thereof, and in accordance with all
All goods shall be suitably packed, plainly marked with seller’s name and             applicable state and federal laws and regulations governing general conditions for
Purchaser’s purchase order number and shipped in accordance with shipping             labor employed in the production of such goods.
instructions specified herein and otherwise in accordance with the requirements       12. NON-ASSIGNABILITY. The seller shall not assign, subcontract or sublet the
of common carriers so as to obtain the lowest transportation cost. Packing            work to be done hereunder without the prior written consent of Purchaser, but this
slips must be included with all shipments showing order number, part number           provision shall not restrict the seller in the procurement of component parts or
and quantity; and the last copy must state “Order Completed”. The order               materials.
number must be shown on each item, packing slip and invoice. No charge                13. CANCELLATION BY PURCHASER. Purchaser shall have the right to
shall be made to Purchaser for boxing, packing, crating, carting, freight or          cancel any order without cause, and Purchaser’s liability for such cancellation shall
express delivery unless separately itemized on the face hereof. Regardless of         be limited to the seller’s out-of-pocket cost for work and materials applicable solely
shipping terms, all risk that the ordered goods may be lost, damaged or               to the cancelled order which shall have been expended when notice of cancellation
delayed in transit shall be upon the seller until conforming goods have been          shall be received by the seller, reduced by the fair market resale value of such
actually received, inspected and accepted by Purchaser. The seller shall be           work-in-process. Purchaser may, at its option, cancel any order without liability to
liable to Purchaser for any loss or damage resulting from the seller’s failure to     the seller (except for conforming shipments previously accepted by Purchaser) in the
act so as to provide adequate protection during shipment. Additional expenses,        event the seller shall cease to exist or become insolvent or the subject of bankruptcy,
charges or claims incurred as a result of deviation from the specified route,         receivership or insolvency proceedings or shall commit a material breach in the
noncompliance with other shipping instructions, or improper description of the        performance of any part of its obligation hereunder.
shipment in shipping documents shall be assumed by the seller. If seller ships
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14. INGREDIENTS DISCLOSURE AND SPECIAL WARNINGS AND                                 Contractor/Consultant further warrants to the Authority that it will promptly notify
INSTRUCTIONS. Prior to and with the shipment of goods purchased                     the Authority of any breach of its representations and warranties hereunder, and that
hereunder, the seller agrees to furnish to Purchaser sufficient warning and         it shall cure any such breach within 24 hours after the breach becomes known or
notice in writing, including appropriate labels on goods, containers and            should have become known to Contractor/Consultant.
packaging of any hazardous material which is an ingredient or a part of any of      21. NON-DISCRIMINATION. During the performance of this purchase order,
the goods, together with such special handling instructions as may be necessary     the seller, for itself, its assignees and successors in interest agrees as follows: (1)
to advise carriers, Purchaser and their respective employees of how to exercise     Compliance with Regulations. The seller shall comply with the Regulations relative
that measure of care and precaution which will best prevent bodily injury or        to nondiscrimination in federally assisted programs of the Department of
property damage in the handling, transportation, processing, use or disposal of     Transportation (hereinafter, “DOT”) Title 49, Code of Federal Regulations, Part 21,
the goods, containers and packaging shipped to Purchaser. If the goods              as they may be amended from time to time (herein after referred to as the
purchased hereunder are or contain hazardous chemicals or substances                “Regulations”), which are herein incorporated by reference and made a part of this
classified as toxic pursuant to Chapter 442, Florida Statutes, seller shall         purchase order. (2) Nondiscrimination. The seller, with regard to the work
furnish the Purchaser with a current Material Safety Data Sheet (“MSDS”) at         performed by it during the purchaser order, shall not discriminate on the grounds of
the time of or before delivery of each and every such hazardous chemical or         race, color, or national origin in the selection and retention of any subcontractor,
toxic substance together with all appropriate labels. Each MSDS shall be            including procurement of materials and leases of equipment. The seller shall not
delivered to Greater Orlando Aviation Authority, Material Control Center,           participate either directly or indirectly in the discrimination prohibited by Section
5983 Cargo Road, Building 811, Orlando, Florida 32827.                              21.5 of the Regulations, including employment practices when the purchase order
15. OSHA. Seller guarantees to Purchaser that all materials, supplies, and          covers a program set forth in Appendix B of the Regulations. (3) Solicitations for
equipment as listed on this purchase order shall meet the requirements,             Subcontracts, Including Procurement of Materials and Equipment. In all solicitations
specifications, and standards as provided for under the U.S. Department of          either by competitive bidding or negotiation made by the seller for work to be
Labor Occupational Safety and Health Act of 1970, as amended.                       performed under a subcontract, including procurement of materials or leases of
16. PURCHASER’S PROPERTY;                     TOOLS,        DESIGN       WORK,      equipment, each potential subcontractor or supplier shall be notified by the seller of
DRAWINGS, SPECIFICATIONS AND TECHNICAL INFORMATION.                                 the seller’s obligations under this purchase order and the Regulations relative to
Purchaser shall have no obligation to furnish or pay for any design work,           nondiscrimination on the grounds of race, color or national origin. (4) Information
drawings, tools or other equipment required for the performance of any order;       and Reports. The seller shall provide all information and reports required by the
provided, however, that Purchaser may, at its option, purchase any such items       Regulations or directives issued pursuant thereto and shall permit access to its books,
especially required by the seller for any order at the current value thereof on     records, accounts, other sources or information, and its facilities as may be
the seller’s books for income tax purposes and any item so purchased shall be       determined by the Purchaser or the Federal Aviation Administration (“FAA”) to be
deemed furnished to Purchaser hereunder.                Any design, drawing,        pertinent to ascertain compliance with such Regulations, orders and instructions.
specification, photograph, tool or other equipment or material or part or           Where any information required of a seller is in the exclusive possession of another
engineering and manufacturing information heretofore or hereafter furnished to      who fails or refuses to furnish this information, the seller shall so certify to the
the seller by Purchaser, or the cost of which shall have been paid by Purchaser     Purchaser or the FAA, as appropriate, and shall set forth what efforts it has made to
or included in the aggregate price of any order, whether or not separately          obtain the information. (5) Sanctions for Noncompliance. In the event of the
itemized hereon, shall be and remain Purchaser’s property, shall be                 seller’s noncompliance with the nondiscrimination provisions of this purchase order,
conspicuously identified as such in the seller’s records and by physical            the Purchaser shall impose such purchase order Sanctions as it or the FAA may
marking thereon, shall be promptly delivered to Purchaser upon request, shall       determine to be appropriate, including but not limited to: (a) Withholding of
be treated as confidential information, shall not be used in processing or          payments to the seller under the purchase order until the seller complies, and/or (b)
manufacturing goods for anyone other than Purchaser and, while in the               Cancellation, termination or suspension of the purchase order, in whole or in part.
possession of the seller, shall be the seller’s responsibility and shall be         (6) Incorporation of Provisions. The seller shall include the provisions of subsections
adequately insured at the seller’s expense for the benefit of Purchaser against     a. through in every subcontract, including procurement of materials and leases of
loss or damage by fire or other hazard. No change shall be made in any              equipment, unless exempt by the Regulations or directives issued pursuant thereto.
design, drawing, specification, tool or other equipment furnished by Purchaser      The seller shall take such action with respect to any subcontract or procurement as
without Purchaser’s express written consent. Any information which the seller       the Purchaser or the FAA may direct as a means of enforcing such provisions
may disclose to Purchaser with respect to the design, manufacture or sale or        including sanctions for noncompliance. Provided, however, that in the event a seller
use of the items covered by any order shall be deemed to have been disclosed        becomes involved in, or is threatened with, litigation with a subcontractor or supplier
as part of the consideration for that order, and the seller shall not assert any    as a result of such direction, the seller may request the Purchaser to enter into such
claim (other than a claim for patent infringement) against Purchaser by reason      litigation to protect the interest of the Purchaser and, in addition, the seller may
of Purchaser’s use thereof.                                                         request the United States to enter into such litigation to protect the interests of the
17. FORCE MAJEURE. Purchaser shall not be liable for any damage as a                United States. The seller assures the Purchaser that it will comply with the pertinent
result of any delay or failure to accept delivery due to any act of God, act of     statutes, Executive Orders and such rules as are promulgated to assure that no person
the seller, embargo or other governmental act, regulation or request, fire,         shall, on the grounds of race, creed, color, national origin, sex, age, marital status or
accident, strike, slowdown or other labor difficulties, war, riot, delay in         handicap be excluded from participating in any activity conducted with or benefiting
transportation, defaults of common carriers, inability to obtain necessary labor,   from Federal assistance. This provision shall bind the seller from the period
materials, or manufacturing facilities or, without limiting the foregoing, any      beginning with the initial solicitation through the completion of the purchase order.
other delays beyond the Purchaser’s control which shall affect the Purchaser’s      22. PUBLIC ENTITY CRIMES ACT. Seller acknowledges the following notice:
ability to receive and use the goods or services. In the event of such delay, the   A person or affiliate who has been placed on the convicted vendor list following a
date of delivery shall be extended for a period equal to the time lost because of   conviction for a public entity crime may not submit a bid on a contract to provide any
the delay.                                                                          goods or services to a public entity, may not submit a bid on a contract with a public
18. TAXES. Purchaser shall not be liable for any federal, state or local            entity for the construction or repair of a public building or public work, may not
taxes, duties, customs or assessments in connection with the sale, purchase,        submit bids on leases of real property to a public entity, may not be awarded or
transportation, use, or possession of the goods ordered hereunder. Purchaser’s      perform work as a contractor, supplier, subcontractor, or consultant under a contract
State of Florida tax exempt number is 58-12-098490-54C. The Purchaser’s             with any public entity, and may not transact business with any public entity in excess
sales tax exemption does not apply to goods or services purchased or                of $25,000 for a period of 36 months from the date of being placed on the convicted
manufactured by seller for which seller is deemed to be the ultimate consumer.      vendor list.
19. REMEDIES CUMULATIVE.                    The rights and remedies of the          23. CHOICE OF LAW. This agreement shall be deemed to be made, construed
Purchaser set forth herein shall be in addition to any rights or remedies which     and performed according to the laws of the State of Florida. Any suit or proceeding
Purchaser may otherwise have.                                                       initiated for the purpose of interpreting or enforcing any provision of this agreement
20. YEAR 2000 WARRANTY. "Year 2000 compliant" shall mean that the                   shall be brought only in a court of competent jurisdiction in Orange County, Florida.
computer hardware and programs including all software (object code, source          24. NOTICES. All notices which either party is required or permitted to give shall
code, interfaces and updates, releases, and versions thereof), printed circuits     be deemed to have been delivered if in writing and mailed via U.S. Certified Mail or
and embedded chips within or residing on the Goods and Systems contain the          by a nationally-recognized express delivery service. Notices to Purchaser shall be
proper functionality (including time and date related codes and internal sub-       delivered to: Greater Orlando Aviation Authority, Attn: Executive Director, One
routines) needed to (i) operate without abnormal, invalid, or incorrect results     Airport Boulevard, Orlando, Florida 32827-4399.
on all dates in 1999 and on the century date change occurring in 2000 and           25. BOOKS AND RECORDS. Seller shall maintain complete and accurate books
thereafter; (ii) properly recognize and process the applicable century in any       and records in a form consistent with good accounting practices of all matters relating
data that includes a date; and (iii) properly process calculations that             to its performance of this agreement. Purchaser shall have the right to inspect such
accommodate same-century and multi-century entries or formulas, date-related        books and records upon reasonable notices for a period of three (3) years after the
user interface values and data fields that will, in each case, reflect the proper   year to which such books and records pertain.
century. "Goods" means all products (including, but not limited to, hardware,       26. LIABILITY INSURANCE. If seller provides any service on Purchaser’s
software and software-related products), equipment, parts and other goods of        property and upon request of Purchaser, seller shall provide a certificate of insurance
any description whatsoever that are sold, leased, licensed, or otherwise            evidencing that seller has insurance against such losses and in such amounts as
delivered to the Authority pursuant to any provision of this Agreement, and         Purchaser determines is appropriate considering the nature of the work to be
any purchase order, or an amendment to either. "Systems" means the                  performed.
computerized information systems (including hardware and software) that the         27. MEMBER PROTECTION. No recourse under or upon any obligation,
Contractor/Consultant uses to maintain information and to plan, organize, or        covenant or agreement contained in this agreement, or any other agreements or
perform tasks related to this Agreement. "Proper functionality" means that the      documents pertaining to the services of seller hereunder, as such may from time to
Goods and Systems will not abnormally stop functioning, revert to protective        time be altered or amended in accordance with the provisions hereof, or under any
or default status, or provide invalid or incorrect results; and that the Goods      judgment obtained against Purchaser, or by the enforcement of any assessment or by
and Systems will accurately determine chronological dates and accurately            any legal or equitable proceeding by virtue of any statute or otherwise, under or
perform all calculations, data manipulations, sorting, storing, retrieving and      independent of this agreement, shall be had against any member, officer, employee
transmission of date data regardless of whether the date data represents or         or agent, past, present or future, of Purchaser, either directly or through Purchaser
references different centuries; and that the Goods and Systems shall process        or otherwise, for any claim arising out of or in connection with this agreement or the
the Year 2000 as a leap year, and shall correctly process dates with a year         services rendered pursuant to it, or for any sum that may be due and unpaid by
specified as "99" or "00" regardless of other meanings of these values.             Purchaser. Any and all personal liability of every nature, whether at common law or
Contractor/Consultant represents and warrants to the Authority that all Goods       in equity, or by statute or by constitution or otherwise, of any Purchaser member,
and Systems are Year 2000 compliant. Upon written request of the Authority,         officer, employee or agent, as such, to respond by reason of any act or omission on
the Contractor/Consultant shall promptly provide the Authority with a separate      his or her part or otherwise for any claim arising out of or in connection with this
written certification that the Goods and Systems are Year 2000 compliant and        agreement or the services rendered pursuant to it, or for the payment for or to
the written certification shall contain an indication of the dates through which    Purchaser, or any receiver therefore or otherwise, of any sum that may remain due
the Goods and Systems have been tested to function properly (i.e., AutoCad®,        and unpaid by Purchaser, is hereby expressly waived and released as a condition of
version 13 - tested through 2068), and shall provide the Authority with             and in consideration for the execution of this agreement and the consideration to be
documentation concerning the Year 2000 testing of the Goods and/or Systems.         paid to seller pursuant to this agreement.               Revision date: 07/09/99
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