Kayenta Township. Kayenta Airport. Request for Qualifications. Airport Consulting Services

Transcription

1 Kayenta Township Kayenta Airport Request for Qualifications Airport Consulting Services Contact Person: Gabriel Yazzie Airport Manager

2 SECTION I NOTICE OF REQUEST FOR QUALIFICATIONS AIRPORT GENERAL ARCHITECTURAL/ENGINEERING/CONSULTING SERVICES FY14-FY19 Proposal Due Date: March 06, 2014 Time: 5:00 p.m. local time RFQ Opening Location: Kayenta Township, ¼ North on Hwy 163, Kayenta, Az In accordance with Federal Aviation Administration requirements and applicable Arizona State Procurement Rules, proposals for a company, firm or individual (hereinafter referred to as the Firm ) with a strong background in the planning, design, and construction of airport improvements to provide airport architectural, engineering, and consulting services in support of Township staff for proposed projects at the Kayenta Airport will be received by the Kayenta Township, at the above specified location, until the time and date cited. Proposals received by the correct time and date shall be opened and the vendors submitting shall be publicly read. The ideal Firm will have substantial experience consisting of at least 10 years providing airport design and engineering services such as identifying future FAA grant projects; the preparation of FAA grant applications and documentation; the preparation of design and project plans and specifications for FAA grant projects; providing assistance in the contractor bid process; serving as grant manager and project manager during the construction phase of airport planning and development projects involving the FAA. Five copies and one original proposal must be submitted to the Kayenta Township, ¼ mile North on Hwy 163, Kayenta, AZ Said proposals shall be submitted by March 06, 2014 at 5:00 pm local time. All proposals will be opened at that place and time. Late proposals will be rejected unopened. The envelope or box containing the proposals must be sealed and clearly marked AIRPORT GENERAL ARCHITECTURAL/ENGINEERING SERVICES For a detailed prospectus and a proposal package visit the Townships website at or make a written request to the Airport Manager, PO BOX 1490, Kayenta, Arizona, The Kayenta Township reserves the rights to reject any and all proposals, or to waive any irregularity. Requested dates of publication: 01/20/14, 01/27,14 and 02/03/14 Page 2

3 SECTION II SCHEDULE The Schedule is provided for reference only. The Township reserves the right to amend the schedule above as deemed necessary or appropriate by the Township staff. RFQ Published 01/20/14 Advertisement 01/20/14-02/3/14 (Navajo Times, Gallup Independent and Kayenta Township Website) Closing Date and Time to Receive Qualifications 03/06/2014 (45 Day Advertisement) Review Qualifications and Develop Short-List 03/13/2014 Notify Short-List Selected Contractors 03/13/2014 Interview Short-List Contractors 03/20/2014 Select One Contractor 03/27/2014 (Selection Committee) Negotiate with Contractor thru 05/22/2014 Approval of Contract by Kayenta Township 06/05/2014 (Commission Approval) Page 3

4 SECTION III BACKGROUND AND GENERAL INFORMATION The Kayenta Airport is operated under the jurisdiction of the Kayenta Township. The Kayenta Township is empowered to provide for the development, operation, and maintenance of the airport and, with respect to aeronautical facilities and concessionaires, to negotiate agreements with the operators thereof. 1. PURPOSE: The purpose of this RFQ is to solicit individuals, persons, consultants, or companies (Firm) with a strong background in the architectural, engineering, planning services, and construction of airport improvements to provide airport architectural, engineering, consulting services in support of Township staff for the proposed projects at the Kayenta Airport. The ideal Firm will have substantial experience consisting of at least 10 years providing airport design and engineering services such as identifying future FAA grant projects; the preparation of FAA grant applications and documentation; the preparation of design and project plans and specifications for FAA grant projects; providing assistance in the contractor bid process; serving as grant manager and project manager during the construction phase of airport planning and development projects involving the FAA. The contents of this document are provided as background and general information for Firms and as a guide for the Township to evaluate submittals. The Township reserves the right to accept or reject any submittal and/or negotiate with any or all of the firms. 2. BACKGROUND: The airport is situated on roughly 200 acres located in the east side of the Town. The airside facilities consist of a primary asphalt concrete runway 5/ 23 (7101 x 75 ) and medium intensity runway lights (MIRL) with pilot controlled lighting. Visual Approach Slope Indicator (VASI) are locate at each end or the runway 5/23. The airport is equipped with an Automated Weather Operating System (AWOS) which is serviced by Vaisala. Major Construction grant funding is provided by entitlements from FAA and Arizona Department of Transportation Division Aeronautics Group and revenues from the airport operations. 3. MINIMUM QUALIFICATIONS. Only those submittals received on time and in proper form will be accepted. Firms who provide evidence that they are fully competent, have the necessary experience, organization and financial capacity to fulfill the requirements of this RFQ, and who can provide evidence of all necessary certificates and licenses, will be considered. After receipt of the submittals, the Township will rank the eligibility of each Submittal to be considered under section VII of this RFQ. The following minimum experience criteria have been established as a basis for qualifying the eligibility of a Firm as shown below: a) Demonstrated success (5 completed projects within the last 10 years) in Airport design and construction, including the preparation of grant documents for similar projects for the Western- Pacific Region of the FAA. b) Recent (3 completed projects in the last 5 years) experience in permitting, bid preparation and bid analysis support of airport development and/or planning projects comparable to the proposed project. c) Demonstrated success (5 completed projects within the last 10 years) in construction monitoring and management including the preparation of grant payment requests for similar projects for the Western-Pacific Region of the FAA. d) Experience of key personnel and availability of these individuals for these projects. e) Knowledge of applicable FAA and ADOT regulations, policies, and procedures. f) Recent experience with public information and community involvement programs and/or public hearings related to airport development and planning projects. g) Reputation for personal and professional integrity and competence. h) Current workload and ability to meet project schedules or deadlines. Page 4

5 i) Evidence that the consultant has made good faith efforts in meeting Disadvantaged Business Enterprise (DBE) goals (49 CFR, 26.53). 4. RESPONSIBILITY OF SUCCESSFUL FIRM. Within THIRTY (30) CALENDAR days of being notified by the Kayenta Township, the successful Firm shall enter into the Standard Consultant Services Agreement. Upon Notification to Proceed, the successful Firm shall conduct, prepare, and provide the appropriate documents and all associated tasks for the proposed airport improvements at the Kayenta Township identified above in accordance with the previously stated agreement. 5. PROJECT LOCATION AND SCHEDULE The description and location of the Land is included in Exhibit A, Project Site Map, which is attached hereto and incorporated herein. 6. STANDARD CONSULTANT SERVICES AGREEMENT A sample Standard Consulting Services Agreement, which includes Township insurance requirements, etc., is attached as Exhibit B for reference. This Exhibit does not need to be submitted with the response to the RFQ. The final contract agreement shall incorporate the negotiated Scope of Work and Engineering fees and may have alternate or additional provisions than the sample. The Township will manage the consultant contract and has appointed the Airport Manager or his designee to facilitate the coordination effort and direct the exchange of information related to the work performed. All work performed by the consultant and sub-consultants shall be submitted directly to the Airport Manager. Page 5

6 SECTION IV SCOPE OF WORK In accordance with Federal Aviation Administration Advisory Circular 150/ D, and ARS the Kayenta Township seeks a qualified consultant to provide services to include, but are not limited to, engineering/architectural services for planning, National Environmental Policy Act (NEPA) clearances, preliminary design, design, bidding, and construction phases, including incidental special services, for airfield, terminal and landside related projects funded under the Federal Aviation Administration (FAA) Airport Improvement Program (AIP), and projects funded by the State of Arizona and the Township. Additional work includes representing the Airport with Arizona Department of Transportation Multimodal Planning Division Aeronautics Group (ADOT MPD) and the FAA for the purposes of Capital Improvement Plan coordination and other related engineering and planning coordination. Also, the consultant will assist the Township in grant applications and/or management in the process of executing capital projects. The ideal candidate will have substantial experience consisting of at least 10 years conducting airport design and engineering services involving the FAA similar to those listed below. Proposed Projects 1. Rehabilitation of Runway(s), taxiways and apron area (fog seal). 2. Replacement of existing fencing. 3. Design and Construction of Snow Removal Equipment Building. 4. Design and Construction of a Terminal Building. 5. Design and Construction of a fuel farm. 6. Provide surveys and mapping services for leasehold development 7. Provide engineering technical support for the Airport document updates 8. Provide services related to the Airport Capital Improvement Program 9. Airport Layout Plan Update 10. Wildlife Hazard Assessment The projects are funded in the Airport Capital Project Fund Budget as well as grants from both the State of Arizona and the Federal Aviation Administration. The amount allocated for engineering fees will be negotiated with the firm found best qualified. A detailed scope of work and cost for each project will be negotiated on an individual project basis through an Authorization for Service once funding has been approved. The projects will be conducted within the parameters and requirements of a negotiated contract. All projects will be subject to the availability of funding and nothing shall obligate the Township to proceed with any or all of the projects. All work shall be accomplished in compliance with all State, Federal and local laws, guidelines, and regulations including the Environmental Protection Agency and Arizona Environmental Statutes. Page 6

7 SECTION V SUBMITTAL REQUIREMENTS Firms are advised to carefully follow the instructions listed below in order to be considered fully responsive to this RFQ. Submittals sent by facsimile (FAX) or electronic mail will NOT be accepted. Any Submittal received after 5:00pm on March 06, 2014 shall be deemed unresponsive and will be returned to the respective Firm unopened. The Firm shall carefully review and address all of the evaluation factors previously outlined in this RFQ as well as responding to all questions contained here-in. In order to be considered, a Firm must be able to demonstrate that it meets the minimum qualifications established in the RFQ and has the resources, both staff and financial, to satisfactorily meet the requirements of this RFQ. 1. NUMBER OF SUBMITTALS: One (1) Original (clearly marked ORIGINAL ) and Four (4) Copies (clearly marked Township ). All submittals shall be marked as AIRPORT GENERAL ARCHITECTURAL/ENGINEERING/ CONSULTING SERVICES. The maximum size of the submittals, including all attachments, diagrams, or other information shall not exceed thirty (30) pages. 2. DELIVERY OF SUBMITTALS: The delivery of the submittal to the Kayenta Township prior to the deadline is solely and strictly the responsibility of the Firm. The delivery deadline is March 06, 2014 at 5:00 pm local time. The Kayenta Township will in no way be responsible for delays caused by the United States Postal Service or for delays caused by any other occurrence. 2.1 UPS or FedEx Delivery: Kayenta Township Attn: Gabriel Yazzie ¼ mile North on HWY 160 Kayenta, AZ Mail: Kayenta Township Attn: Gabriel Yazzie PO BOX 1490 Kayenta, AZ EXECUTION OF SUBMITTAL: The Firm shall execute the Submittal, or an official of the Firm authorized to do so as stated in this RFQ under - Acknowledgement of Submittal Required. 4. REJECTION OF SUBMITTALS: The RFQ shall in no manner be construed as a commitment on the part of the Township to award a contract. The Kayenta Township reserves the right to reject any or all submittals; to waive minor irregularities in the RFQ process or in the responses thereto; to re-advertise this RFQ; to postpone or cancel this process; and to change or modify the RFQ schedule at any time. Additionally, any of the following causes may be considered as sufficient reason for disqualification and/or rejection of a prospective applicant's submittal: a. Submission of more than one (1) submittal by an individual, firm, partnership, or corporation under the same or different names. b. Submission of an incomplete submittal. c. The Firm's failure to satisfactorily perform any present or previous obligation to the Township. d. Any other conduct or circumstance which by law, regulation or policy requires rejection of a submittal. 5. COST OF PREPARATION: The cost of preparing a submittal to this RFQ shall be borne entirely by the Firm. Page 7

8 6. RFQ COMPLIANCE: It is the responsibility of each Firm to examine carefully this RFQ and to judge for itself all of the circumstances and conditions which may affect its submittal and subsequent performance, operation and management pursuant to the Agreement. Any data furnished by the Township is for informational purposes only and is not warranted. The Firm s use of any such information shall be at the Firm s own risk. Failure on the part of any Firm to examine, inspect, and to be completely knowledgeable of the terms and conditions of the Agreement, operational conditions, or any other relevant documents or information shall not relieve the selected Firm from fully complying with this RFQ. Submittals submitted early by Firms may be withdrawn or modified prior to the Submittal deadline. Such requests must be in writing. Modifications received after the Submittal deadline will not be considered. 7. REQUESTS FOR INTERPRETATION OR CLARIFICATION; OBJECTIONS: If any prospective Firm finds discrepancies or omissions or there is doubt as to the true meaning of any part of the RFQ, a written request for a clarification or interpretation must be submitted to the Township. In addition, any objection to the specifications and requirements as set forth in this RFQ must be filed in writing with the Township. Any such request or objection must be filed in writing by regular or electronic mail within fifteen (15) days prior to the due date for the Submittal deadline. It is the responsibility of the Firm to verify the Township has received the request or objection. All interpretations, clarifications or supplemental instructions will be in the form of a written addendum which, if issued, will be posted on the Township website no less than 10 calendar days prior to the date fixed for the deadline for Submittals. Failure of any Firm to receive any such addendum or interpretation shall not relieve said Firm from any obligation contained therein. 8. WARRANTY: The Firm warrants that the Submittal is not made in the interest of or on behalf of any undisclosed party; that the Firm has not, directly or indirectly, induced any other Firm to submit a false Submittal; or that the Firm has not paid or agreed to pay to any party, either directly or indirectly, any money or other valuable consideration for assistance or aid rendered or to be rendered in attempting to procure the contract for the privileges granted herein. 9. OPENING: All submittals will be opened and evaluated, after the published Submittal deadline of 5:00pm on January 14, 2014 at the Kayenta Township by the Kayenta Township Administrative Assistant, P.O. Box 1490, Kayenta, AZ See Section VIII, Evaluation and Selection Process, for further information. 10. SUPPLEMENTAL INFORMATION: The Kayenta Township reserves the right to request any supplementary information it deems necessary to evaluate the Firm s experience or qualifications. This may include: supplemental financial information, schedule interview(s) and/or additional presentations by the Firm. Page 8

9 Page 9 SECTION VI SUBMITTAL FORMAT Submittals shall be typed, double-spaced with each page numbered at the bottom, and using one side of the paper only on 8 ½ x 11 sheet size paper. The Firm shall respond to all questions and requirements below in the following format. All questions must be completed in full, as a condition of the RFQ. Submittals shall be stapled or otherwise bound, and assembled in organized sections that include a table of contents and TABS with each section title. Resumes and relevant project descriptions may be included in two (2) appendices (Appendix A - Resumes and Appendix B - Project Descriptions). Submittals shall not exceed thirty (30) pages maximum (single sided) including all maps, diagrams or other materials. DO NOT INCLUDE PRICE INFORMATION IN YOUR SUBMITTAL. Selection will be based on qualifications first then a price will be negotiated with the selected Firm. Firms are asked to pre-qualify themselves by completing the following information. The Township requests that submittals be formatted and sequenced in the following order: 1. CONTRACTOR INFORMATION: a. Legal name of entity, entities or joint venture b. Contact information to include mailing address, phone, and fax c. Attach a description or organizational chart of the Firm s proposed management structure depicting project staff personnel and their responsibilities, including sub-contractors, if any. Identify the individual that will be the primary day-to-day contact on this project and include his or her contact information, including an address. Indicate the process that will be implemented to maintain awareness and interaction between project team members. d. Identify in the Statement all other firms on the team and their role including any DBE firms and their responsibilities. The selected firm will have to comply with the DOT Regulations 49 CFR part 26. The consultant may be required to submit monthly status reports to the FAA e. Appropriate State of Arizona design professional registration, licensure and construction contracting licenses 2. CONTRACTOR EXPERIENCE: a. List the number of years of experience the Firm has had in airport development and planning projects. b. Provide a list and brief description of relevant airport development and planning projects completed and associated work performed by the Firm within the last ten (10) years to include: 1. Project Name 2. Project Location 3. Contact Person, Title, Phone number and/or address 4. Date of project (year) 5. Engineer s Estimate 6. Actual Bid Amount 7. Total Project Amount 8. A description of project scope provided. Complete project descriptions may be included in Appendix B. c. Describe the specific level of involvement of the Firm and individual team members, focusing on key personnel. Also, indicate the issues that were dealt with, relevance to the proposed projects, and the outcome. 3. FINANCIAL INFORMATION: a. Provide a copy of an audited financial statement for the most recent fiscal year and include your organization s latest balance sheet and income statement showing the following items: 1. Current assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials inventory and prepaid expenses. 2. Non-current assets (e.g., net fixed assets, other assets). 3. Current liabilities (e.g., accounts payable, notes payable (current), accrued expenses, provision for income taxes, advances, accrued salaries and accrued payroll taxes).

10 4. Non-current liabilities (e.g., notes payable). 5. Capital accounts and retained earnings (e.g., capital, capital stock, authorized and outstanding shares par value, earned surplus and retained earnings). b. Provide Name and address of person and Firm preparing attached financial statement and date thereof. c. Is the attached financial statement for the identical organization named under item 1 above? If not, explain the relationship and financial responsibility of the organization whose financial responsibility of the organization whose financial statement is provided (e.g., parent, subsidiary). d. Will the organization whose financial statement is attached act as guarantor of the contract? e. Provide name, address, phone number and contact for bank reference. f. Provide a letter from the bonding company speaking directly in the consultant s ability and the surety s willingness to provide a bond on the proposed project. 4. PROPOSED PROJECT APPROACH AND SCHEDULE: a. Project Approach. 1. Demonstrate the team s understanding of the primary components of the proposed projects and their potential issues. 2. Identify methodologies and approaches to be used to address the following: analysis and resolution of environmental issues; public scoping process; public hearings; proposed process for coordinating with the FAA, ADOT MPD, the Township, and other consultants' work efforts; community education and stakeholder outreach, including production of web site content (not web design) for public information; and NEPA documentation schedule. 3. Identify specific responsibilities of each of the proposed staff/team members and subconsultants. b. Project Schedule. 1. Discuss your team s approach to completing projects on time and within budget, while maintaining deliverable quality. 5. QUALIFICATION/AVAILABILITY OF KEY PERSONNEL: a. Describe the Project Manager s experience and expertise, particularly related to any other airport projects this person has been responsible for. Include length of time with the current firm, and if less than three (3) years, provide previous management experience to demonstrate the Project Manager s commitment to the project as a first priority, and describe their ability to manage staff and sub-consultants. b. Detail your team s knowledge, experience, and capabilities relevant to successful completion of airport improvement projects. Describe the technical experience and expertise of all key personnel to be assigned to the project. (Resumes of all key personnel, listing special qualifications applicable to the project shall be included in Appendix A.) Include relevant airport experience and ability to address controversial public issues for each team member. Also include any experience and expertise related to applicable technical disciplines, demonstrated writing skills, experience with NEPA, and other applicable regulatory or interagency coordination and/or consultation that will be important to consider for the proposed projects. c. Provide information as to planned staffing for public meetings. Describe the public speaking background of responsible personnel and their experience with airport projects. Include dates and details of the past 3-5 public presentations/ meetings conducted. Describe this person s approach to dealing with potentially controversial projects and/or hostile environments. d. Address the time availability and commitment of the Project Manager and key personnel relative to their involvement with other on-going or expected projects. e. Demonstrate an ability and commitment to undertake this work immediately and dedicate the necessary personnel and resources to the project to meet the proposed schedule. 6. REFERENCES AND ADDITIONAL INFORMATION: Provide three (3) references including their title, organization, contact phone number, address, and the most recent project completed for their organization. Attach any other background information about the qualifications and experience of Firm s organization or personnel that may be useful to the Township in evaluating your capabilities. Page 10

11 7. INSURANCE AND INSURABILITY: The Firm shall attach hereto a current insurance certificate outlining limits and a letter from Firm s current insurance company stating that the insurance company would provide insurance at the limits required by the Township. 8. EXCEPTIONS AND ASSUMPTIONS NOTED: The Firm shall request any changes or exceptions to any part of this RFQ in writing as part of their submittal. List all assumptions upon which the response to the RFQ is based. Assumptions may be related to available data, schedule, interim and final work products, or other aspects of the requested work effort. Page 11

12 SECTION VII EVALUATION AND SELECTION PROCESS 1. OBJECTIVE: It is the Township s intention to solicit Submittals from potentially qualified Firms; to evaluate their Submittals; and to award a contract to the Firm whose Submittal is determined to serve in the best interest of the Kayenta Township. 2. EVALUATION AND RECOMMENDATION: An evaluation committee, consisting of Township staff and members selected by the Township staff, will review and evaluate all qualified Submittals received by the submittal date as set forth in this RFQ, or as amended by addenda. The Township reserves the right to request additional information and clarification of any information submitted, including any omission from the original Submittal. After receipt of the submittals the evaluation committee will rank the eligibility of each Submittal to be considered. All Submittals will be treated equally with regard to this item. Based on its review, the committee will prepare a tabulation of all firms, indicating the top three (3) scoring firms. In order to achieve maximum scores, Firms must demonstrate to the Township s Evaluation Team that they are fully qualified to provide the services required by this RFQ. Fully qualified Submittals will have the qualifications (financial resources, expertise and skills) and experience (documented, successful, and relevant) necessary to meet the requirements of the RFQ. The Township and FAA will follow the selection procedures outlined in FAA Advisory Circular AC 150/ D and ARS The firm considered by the Selection Committee to be the most highly qualified will be selected for the project, after which discussions will be initiated with that firm to finalize the scope of services and negotiate a contract. The Statements of Qualifications (RFQs) submitted will be reviewed and ranked by the Selection Committee using the following selection criteria: a) Demonstrated success (minimum 5 completed projects within the last 10 years) in Airport design and construction, including the preparation of grant documents for similar projects for the Western-Pacific Region of the FAA. b) Recent (minimum 3 completed projects in the last 5 years) experience in permitting, bid preparation and bid analysis support of airport development and/or planning projects comparable to the proposed project. c) Demonstrated success (5 completed projects within the last 10 years) in construction monitoring and management, including the preparation of grant payment requests for similar projects for the Western-Pacific Region of the FAA d) Experience of key personnel and availability of these individuals for this project. e) Knowledge of applicable FAA regulations, policies, and procedures. f) Recent experience with public information and community involvement programs and/or public hearings related to airport development and planning projects. g) Reputation for personal and professional integrity and competence. h) Current workload and ability to meet project schedules or deadlines. i) Evidence that the consultant has made good faith efforts in meeting Disadvantaged Business Enterprise (DBE) goals (49 CFR, 26.53). 20% 20% 20% 10% 10% 5% 5% 5% 5% Page 12

13 3. CONFLICT OF INTEREST: The Kayenta Township may cancel this agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the agreement on behalf of the Township is, at any time while the agreement or any extension of the agreement is in effect, an employee or agent of any other party to the agreement in any capacity or a consultant to any other party of the agreement with respect to the subject matter of the agreement. In the foregoing event, the Kayenta Township further elects to recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this agreement on behalf of the Kayenta Township from any other party to the agreement arising as a result of this agreement. 4. CONTRACT EXECUTION: Contingent upon successful negotiations with the selected Firm, the Kayenta Township will transmit to the Firm copies of the actual Agreement for execution. The Firm agrees to deliver three (3) duly executed Agreements to the Kayenta Township within THIRTY (30) calendar days from the date of receipt of said notice and Agreements. Upon receipt of the executed agreement from the Firm, the Township will seek authorization from the Kayenta Township Commission to execute the agreement within thirty (30) calendar days. The agreement shall have no force or effect unless and until it is approved by formal action of the Kayenta Township Commission. Page 13

14 Page 14 SECTION VIII GENERAL TERMS AND CONDITIONS 1. INSURANCE REQUIREMENTS: Prior to commencement of operation, the successful Firm shall procure and maintain insurance as specified by the Township for all activities to be conducted by the Firm. 2. BINDING OFFER: A Firm s submittal shall remain valid for a period of ninety (90) days following the Submittal deadline and will be considered a binding offer to perform the required services, assuming all terms are satisfactorily negotiated. The submission of a submittal shall be taken as prima facie evidence that the Firm has familiarized itself with the contents of the RFQ. 3. COMPLIANCE: The Firm shall comply with all local, State and federal directives, orders and laws as applicable to this submittal and subsequent agreement including completion of Company s work. 4. CANCELLATION AND NON-EXCLUSIVITY OF AGREEMENT: The successful Firm understands and agrees that any resulting contractual relationship is non-exclusive and may be cancelled at any time. The Kayenta Township reserves the right to cancel the agreement at any time at its sole discretion and/or seek similar or identical services (subject to minimum development and performance standards) elsewhere if deemed in the best interests of the Township. 5. COLLUSION: Submittals may be rejected if there is reason for believing that collusion exists among Firms, and no participant in such collusion will be considered in any future submittals for the operation of any concession for the next six (6) months following the date of the Submittal submission. 6. HOLD HARMLESS: The Firm hereby agrees to indemnify and hold harmless the Township, its departments and divisions, its employees and agents, from any and all claims, liabilities, expenses or lawsuits as a result of the Consultant's participation pursuant to this Agreement, whether said claims, liabilities, expenses or lawsuits arise by the acts or omissions of the undersigned or his/her agents. The Firm further releases and discharges the Township, its departments and divisions, its agents and employees, and any and all persons legally responsible for the acts or omissions of the Township, from any and all claims which the Firm has or may have against the Township, its agents or employees, arising out of or in any way connected with the Firm's activities as set forth below, other than those acts which occur due to the negligence of the Township, its employees or agents. 7. GOVERNANCE: If any of the language or information in this Submittal conflicts with language in the Agreement as prepared by the Kayenta Township, the language of the final Agreement, as executed, will govern. 8. PUBLIC DISCLOSURE: All Submittals and other materials or documents submitted by the Firm in response to this RFQ will become the property of the Kayenta Township and will not be released to the public until after the selection or rejection of any or all submittals. 9. CONFLICT OF INTERESTS: Kayenta Township may cancel this contract, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Kayenta Township is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity Township or a consultant to any other party to the contract with respect to the subject matter of the contract. In the event of the foregoing, the Kayenta Township further elects to recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this contract on behalf of the Kayenta Township from any other party to the contract, arising as a result of this contract.

15 EXHIBIT A - PROJECT SITE MAP Page 15

16 EXHIBIT B - STANDARD CONSULTING SERVICES AGREEMENT CONSULTANT AGREEMENT GENERAL AIRPORT CONSULTING SERVICES 2014 KAYENTA AIRPORT THIS AGREEMENT, entered into as of this day of, 2014 ( Effective Date ) by and between the KAYENTA TOWNSHIP, herein called the TOWNSHIP, and, an Arizona professional corporation, herein called the CONSULTANT, WITTNESSETH THAT: WHEREAS, 1. The TOWNSHIP desires to procure the services of CONSULTANT for the purpose of performing general airport planning and engineering services for the Kayenta Airport, including: master planning, environmental studies, design services, bidding services, construction administration services, grant coordination services, capital improvement programming, and miscellaneous studies and consulting to the Township. Said services are to be authorized by the Kayenta Township Commission, through individual Authorizations for Services. 2. The CONSULTANT is capable, has submitted the most qualified proposal, and desired to perform the services. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE COVENANTS HEREIN CONTAINED, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party to the other, it is hereby agreed as follows: ARTICLE I AGREEMENT The CONSULTANT as an independent contractor and not as an agent of the TOWNSHIP shall provide the services required in accordance with the Scopes of Services to be included as part of individual Authorizations for Services. Nothing herein contained is intended nor shall it be construed to create either an agency or employment relationship between the TOWNSHIP and the CONSULTANT. Services at the TOWNSHIPS request may include, in general, the following: Page Preparation of Preliminary Engineering Designs and Cost Estimates 2. Preparation of Preapplications and Applications for Grants 3. Field Surveys 4. Geotechnical Investigations 5. Pavement Designs 6. Preparation of Engineering Improvement Plans 7. Preparation of Specifications 8. Preparation of Bid Documents 9. Assistance in Bid Advertisement and Receipt of Bids 10. Bid Analysis and Construction Contract Award Assistance 11. Construction Observation 12. Construction Quality Assurance Testing 13. Construction Management 14. Construction Administration

17 15. Grant Management 16. Airport Planning 17. Other tasks as directed by the Airport Director Specific projects may include the following: 1. Rehabilitation of Runway(s), taxiways and apron area (fog seal). 2. Replacement of existing fencing. 3. Design and Construction of Snow Removal Equipment Building. 4. Design and Construction of a Terminal Building. 5. Design and Construction of a fuel farm. 6. Provide surveys and mapping services for leasehold development 7. Provide engineering technical support for the Airport document updates 8. Provide services related to the Airport Capital Improvement Program 9. Airport Layout Plan Update 10. Wildlife Hazard Assessment A specific Scope of Services will be prepared for each project authorized by the TOWNSHIP and included in an "Authorization for Services." A project schedule and specific lump sum fee based on the individual Scope of Services will be developed utilizing the rates contained in Exhibit A. The rates shall be adjusted each calendar year and such adjustments shall be approved by the Township Manager or his designated representative prior to utilization. The TOWNSHIP will provide written approval for each "Authorization for Services" prior to any work commencing. ARTICLE II TIME OF PERFORMANCE This General Airport Consultant Services Agreement will be valid for a period of three (3) calendar years from the Effective Date of this Agreement and is subject to annual renewal every year thereafter for an additional two (2) years if both parties give written consent and if CONSULTANT is in compliance with all the terms and conditions of this Agreement. Individual Authorizations for Services will include times of performance for the work tasks covered in said Authorizations. CONSULTANT shall perform all services in an expeditious manner so as not to delay the project. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party. ARTICLE III COMPENSATION AND PAYMENT For the performance of its services, CONSULTANT shall be paid in accordance with the individual Authorizations for Services by TOWNSHIP in the manner and at the times specified in said Authorizations. 1. MANNER OF PAYMENT - On or as soon as practicable after the first day of each month, CONSULTANT shall prepare and submit to TOWNSHIP an invoice covering costs incurred during the previous month based on an estimate of the work completed to date. A progress report shall accompany each invoice. TOWNSHIP shall pay to CONSULTANT within thirty days after receipt of the invoice the amount shown to be due. 2. CONSULTANT'S FEE - CONSULTANT'S fee for performance of the services will be outlined in the Authorization for Services. This fee is guaranteed for the work specified in the Scope of Services and CONSULTANT shall charge no additional amount for such work. Additional Page 17

18 services beyond the total cost set forth in the Authorization shall not be undertaken by the CONSULTANT prior to written authorization by the TOWNSHIP. ARTICLE IV CHANGES IN WORK Significant changes in the scope, character, or complexity of the work or services in addition to those specified in the Scope of Services may be negotiated, if the TOWNSHIP determines that such changes are desirable and necessary. Authorization to perform additional service shall be in writing, and shall specify the basis of any request for additional CONSULTANT'S fee. No changes in the scope of work or amendments to this Agreement shall be made without prior written approval of the TOWNSHIP, after consultation with the Arizona Department of Transportation (hereinafter "ADOT MPD") Aeronautics Group and the Federal Aviation Administration (hereinafter "FAA"). Such changes increasing the amount of CONSULTANT'S compensation shall be incorporated in written supplemental agreements to this Agreement. CONSULTANT will supply fee estimates for such additional services on request of the TOWNSHIP. ARTICLE V INSURANCE The CONSULTANT, at CONSULTANT's own expense, shall purchase and maintain the herein stipulated minimum insurance with companies duly licensed, possessing a current A.M. Best, Inc. Rating of B++6, or approved, licensed to do business in the State of Arizona with policies and forms satisfactory to the Kayenta Township. All insurance required herein shall be maintained in full force and effect until all work required to be performed under the terms of the Agreement is satisfactorily completed and formally accepted; failure to do so may, at the sole direction of the Kayenta Township, constitute a material breach of this Agreement. The CONSULTANT's insurance shall be primary insurance, and any insurance or self-insurance maintained by the Kayenta Township shall not contribute to it. Any failure to comply with the claim reporting Provisions of the policies or any breach of an insurance policy warranty shall not affect coverage afforded under the policy to protect the Kayenta Township. The policies, except Workers' Compensation, shall contain a waiver of transfer of recovery (subrogation) against the Kayenta Township, its agents, officers, officials and employees for any claims arising out of the CONSULTANT's work or service. The insurance policies may provide coverage which contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Kayenta Township under such policies. The CONSULTANT shall be solely responsible for deductible or self-insured retention. The Kayenta Township reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance policies and/or endorsements. The Kayenta Township shall not be obligated, however, to review same or to advise CONSULTANT of any deficiencies in such policies and endorsements, and such receipt shall not relieve CONSULTANT from, or be deemed a waiver of, the Townships right to insist on strict fulfillment of CONSULTANT's obligations under this Agreement. Page 18

19 General Liability CONSULTANT shall maintain Commercial General Liability Insurance with a limit of not less than $5,000,000 for each occurrence with a $5,000,000 Products and Completed Operations Aggregate and $5,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products/completed operations and blanket contractual coverage including, but not limited to, the liability assumed under the indemnification provisions of this Agreement, which coverage will be at least as broad as Insurance Service Office, Inc-Policy Form CG or any replacement thereof. The coverage shall not exclude Y, C, U. Such policy shall contain a severability of interest provision, and shall not contain a sunset provision or commutation clause, nor any provision which would serve to limit third party action over claims. The Commercial General Liability additional insured endorsement shall be at least as broad as the Insurance Service Office, Inc's, Additional Insured, Form B,, and shall include coverage for CONSULTANT's operations and products and completed operations. Automobile Liability CONSULTANT shall maintain Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to the CONSULTANT's owned, hired, and non-owned vehicles assigned to or used in performance of the CONSULTANT's work. Coverage will be at least as broad as coverage code 1, "any auto". Such insurance shall include coverage for loading and off-loading hazards, if hazardous substances, materials or wastes are to be transported, MCS 90 endorsement shall be included and $5,000,000 per accident limits for bodily injury and property damage shall apply. Workers' Compensation The CONSULTANT shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of CONSULTANT's employees engaged in the performance of the work; and, Employer's Liability Insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. In case any work is subcontracted, the CONSULTANT will require the Subconsultant to provide Workers' Compensation and Employer's Liability to at least the same extent as required of the CONSULTANT. Certificates of Insurance Prior to commencing Services under this Agreement, CONSULTANT shall furnish the Kayenta Township with Certificates of Insurance, or formal endorsements as required by the Agreement, issued by CONSULTANT's Insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Agreement are in full force and effect. In the event any insurance policy(ies) required by this Agreement is (are) written on a "claims made" basis, coverage shall extend for two years past completion and acceptance of the CONSULTANT's work or services and as evidenced by annual Certificates of Insurance. If a policy does expire during the life of the Agreement, a renewal certificate must be sent to the Kayenta Township fifteen (15) days prior to the expiration date. Page 19

20 The following insurance shall be in force: 1. Public Liability and Property Damage insurance in an amount not less than five Million ($5,000,000.00) dollars per occurrence. 2. Automobile Liability insurance in the amount not less than one Million ($1,000,000) dollars per occurrence for bodily and property damage. 3. Workers' Compensation insurance in an amount not less than one Million ($1,000,000) dollars per accident. 4. Architect's and/or Engineers' Professional Liability insurance in an amount not less than one million ($1,000,000.00) dollars. Excepting the Workers' Compensation coverage and the Professional Liability coverage, insurance certificates shall name both the CONSULTANT and the Township as insureds. CONSULTANT shall maintain the above described insurance in force during the term of this agreement. Insurance required herein shall not expire, be cancelled, or materially changed without fifteen (15) days prior written notice to the Kayenta Township. ARTICLE VI OWNERSHIP OF DOCUMENT All documents, including original drawings, estimates, specifications, field notes and data which are prepared in the performance of this Agreement are to be and remain the property of the Township and are to be delivered to the Airport Manager before the final payment is made to the CONSULTANT. However, if the CONSULTANT wishes, he may retain reproducible record prints of drawings and copies of other documents. The CONSULTANT shall endorse by his/her professional seal all plans, specifications and engineering data furnished by him/her. Such sealed documents shall not be used for extensions of the Project or for new projects without CONSULTANT'S written permission for which CONSULTANT shall be entitled to additional compensation to be agreed upon by Township and CONSULTANT. ARTICLE VII RETENTION OF RECORDS The CONSULTANT and any subcontractor shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred under this contract, and shall make all such materials available to the TOWNSHIP, or its duly authorized representatives at any reasonable time during the term of work on the contract, and for six (6) years after the date of final payment to the CONSULTANT by the TOWNSHIP for work performed hereunder. ARTICLE VIII ASSIGNMENT This Agreement shall not be assigned by either party without prior written approval of the other. It shall extend to and be binding upon the heirs, administrators, executors, successors and assigns of the parties hereto. The CONSULTANT may, however, utilize in the performance of this Agreement, without prior approval of the Township, personnel or services of, and other subconsultants as the CONSULTANT sees fit. Any subconsultants not included in this Agreement must receive prior approval from the Township, after consultation with ADOT MPD prior to performing work on any State or State/Federal grants associated with this project. Page 20

21 ARTICLE IX RESPONSIBILITY OF CONSULTANT CONSULTANT shall perform its services to the best of its ability as an independent contractor in accordance with industry standards, this Agreement, and applicable laws and regulations. To the fullest extent permitted by law, the CONSULTANT shall defend, indemnify and hold harmless the KAYENTA TOWNSHIP, its agents, officers, officials and employees from and against all torturous claims, damages, losses and expenses (including but not limited to attorney fees, court costs, and the cost of appeliate proceedings) to the extent, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, mistakes, omissions, work or services of the CONSULTANT, its agents, employees or any tier of CONSULTANT's subcontractors in the performance of this Agreement. CONSULTANT's duty to defend, hold harmless and indemnify the Kayenta Township, its agents, officers, officials and employees shall rise in connection with any torturous claim, injury to, impairment, or destruction of property including loss of use resulting therefrom, to the extent, caused by CONSULTANT's negligent acts, errors, mistakes, omissions, work or services in the performance of this Agreement including any employee of the CONSULTANT, any tier of the CONSULTANT's subcontractor or any other person for whose negligent acts, errors, mistakes, omissions, work or services the CONSULTANT may be legally liable. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. ARTICLE X RESPONSIBILITY OF TOWNSHIP The TOWNSHIP will designate a representative to review and approve documents submitted by CONSULTANT. The representative shall be empowered to render decisions and provide information in a timely manner that will not delay the orderly progress of the work. The CONSULTANT is entitled to rely upon the information, decisions and approvals furnished by the TOWNSHIPS representative. ARTICLE XI STATE FUNDING REQUIREMENTS The CONSULTANT agrees to comply with the provisions of the State of Arizona Executive Order 76-5, dated April 28, 1975, relating to equal opportunity which is herein incorporated by reference. If state funding is used, ADOT can only reimburse the sponsors according to the state travel policy. The state travel policy can be found at ARTICLE XII AUDIT The CONSULTANT shall grant the Kayenta Township, and upon the the Township s directive, the ADOT MPD, the FAA, or its duly authorized representatives, access to any books, documents, papers and records of the CONSULTANT which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcriptions. ARTICLE XIII STANDARD DOT TITLE VI ASSURANCE During the performance of this Agreement, the CONSULTANT for itself, its assigns and successors in interest agree as follows: 1. Compliance with Regulations: Page 21

22 The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally-assisted programs of the Department of Transportation (hereinafter "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a Subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the TOWNSHIP, the Federal Aviation Administration, or the Arizona Department of Transportation, to be pertinent to ascertain compliance with such Regulations, orders and instructions or for the purpose of making audit, examination, excerpts, and transcripts. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the TOWNSHIP, the FAA or the ADOT MPD as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the CONSULTANT'S noncompliance with the nondiscrimination provisions of the Agreement, the TOWNSHIP shall impose such Contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: (a) (b) Withholding of payments to the CONSULTANT under the Agreement until the CONSULTANT complies, and/or Cancellation, termination or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs 1 through 6 in every subcontract, including procurement of materials and leases of equipment unless exempted by the Regulations Page 22

23 or directives issued pursuant thereto. The CONSULTANT shall take such action, with respect to any subcontract or procurement, as the TOWNSHIP, the FAA, or the ADOT MPD may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event a Consultant becomes involved in or is threatened with litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the TOWNSHIP to enter into such litigation to protect the interest of the TOWNSHIP and, in addition, the CONSULTANT may request the United States and/or the State of Arizona to enter into such litigation to protect the interest of the United States and/or the State of Arizona. ARTICLE XIV DISADVANTAGED BUSINESS ENTERPRISE (DBE) ASSURANCES 1. Policy. It is the policy of the U.S. Department of Transportation (DOT) that disadvantaged business enterprises as defined in 49 CFR Part 26 shall have the maximum opportunity to participate in the performance of agreements financed in whole or in part with Federal funds under this agreement. Consequently, the DBE requirements of 49 CFR Part 26 apply to this agreement. 2. DBE Obligation. The CONSULTANT agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all Consultants shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Consultants shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts. ARTICLE XV AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION GENERAL CIVIL RIGHTS PROVISIONS The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid 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 ARTICLE XVI CONFLICT OF INTEREST ARS Pursuant to ARS , the Kayenta Township may cancel this Agreement, without penalty of further obligations, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Page 23

24 Agreement on behalf of the Kayenta Township, is at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or a consultant to any other party of the Agreement with respect to the subject matter of the Agreement. The Kayenta Township further elects to recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Kayenta Township from any other party to the Agreement, arising as a result of the Agreement. ARTICLE XVII BREACH OF CONTRACT TERMS - SANCTIONS Any violation or breach of the terms of this Agreement on the part of the CONSULTANT may result in the suspension or termination of this Agreement or such other action which may be necessary to enforce the rights of the parties of this Agreement. ARTICLE XVIII RIGHTS TO INVENTIONS All rights to inventions and materials generated under this Agreement are subject to regulations issued by the FAA and the Sponsor of the Federal Grant under which this Agreement is executed. Information regarding these rights is available from the FAA and the Sponsor. ARTICLE XIX TRADE RESTRICTION CLAUSES The CONSULTANT, by execution of this Agreement, certifies that it: 1. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); 2. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; 2. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. The CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it will incorporate the above provisions for certification without modification in each contract and in all lower tier subcontracts. The CONSULTANT may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The CONSULTANT shall provide immediate written notice to the TOWNSHIP if the CONSULTANT learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. A subcontractor shall be required to provide written notice to the CONSULTANT if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the CONSULTANT or subcontractor knowingly rendered an erroneous certification or procures a supply of any product or service of a foreign country in violation of the above provisions, the Federal Aviation Administration may direct the TOWNSHIP to cancel this Contract or require the cancellation of a subcontract for default at no cost to the Government. Page 24

25 Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section ARTICLE XX TERMINATION OF CONTRACT 1. The TOWNSHIP may, by written notice, terminate this Agreement in whole or in part at any time, either for the TOWNSHIP convenience or because of CONSULTANT S failure to fulfill the Agreement obligations. Upon receipt of such notice, CONSULTANT S services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Agreement, whether completed or in process, delivered to the TOWNSHIP. 3. If the termination is for the convenience of the TOWNSHIP, Consultant shall be paid for services rendered to the date of termination, but no amount shall be allowed for anticipated profit on unperformed services, consequential damages, unabsorbed overhead and mark-up on materials, and in no event shall CONSULTANT be compensated in an amount in excess of the current contract price. 4. If the termination is due to failure to fulfill the CONSULTANT's obligations, the TOWNSHIP may take over the work and prosecute the same to completion by contract or otherwise. In such case, the CONSULTANT shall be liable to the TOWNSHIP for any additional cost occasioned to the TOWNSHIP thereby; the TOWNSHIP, however, shall not be liable for, nor pay to CONSULTANT any amount other than such amounts paid or owing prior to such termination. 5. If, after notice of termination for failure to fulfill Agreement obligations, it is determined that the CONSULTANT had not so failed, the termination shall be deemed to have been effected for the convenience of the TOWNSHIP. In such event, in the provisions of Paragraph 2 of this article shall apply. 6. The rights and remedies of the TOWNSHIP provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. 4. The CONSULTANT may terminate this Agreement only in the event of non-payment of costs and fees as specified herein. ARTICLE XXI SUSPENSION AND DEBARMENT REQUIREMENTS FOR ALL CONTRACTS OVER $25,000 The CONSULTANT certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the CONSULTANT or any lower tier participant is unable to certify to this statement, it shall attach an explanation to the agreement. Page 25

26 ARTICLE XXII FEDERAL LOBBYING DISCLOSURE NOTICE No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL "Disclosure Form to Report Lobbying" in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including sub-contracts, sub-grants and contracts under grants, loans and cooperative agreements) and shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre-requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000, and not more than $100,000 for each such failure. ARTICLE XXIII MISCELLANEOUS It is expressly agreed and understood by and between the parties that the CONSULTANT is being retained by the TOWNSHIP as an independent contractor, and as such the CONSULTANT shall not become a TOWNSHIP employee, and is not entitled to payment or compensation to any fringe benefits to which other TOWNSHIP employees are entitled other than that compensation as set forth in Section III above. As an independent contractor, the CONSULTANT further acknowledges that he is solely responsible for payment of any and all income taxes, FICA, withholding, unemployment insurance, or other taxes due and owning any government entity whatsoever as a result of this Agreement. As an independent contractor, the CONSULTANT further agrees that he will conduct himself in a manner consistent with such status, and that he will neither hold himself out nor claim to be an officer or employee of the TOWNSHIP by reason therefore, and that he will not make any claim, demand or application to or for any right or privilege applicable to any officer or employee of the TOWNSHIP, including but not limited to workman s' compensation coverage, unemployment insurance benefits, social security coverage, retirement membership or credit, or medical, dental or life insurance coverage. ARTICLE XXIV DRUG-FREE WORKPLACE CERTIFICATION The CONSULTANT hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The CONSULTANT will: 1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a) and 17 N.N.C. 410 et seq. (2005). Page 26

27 2. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following: (a) The dangers of drug abuse in the workplace, (b) The person's or organization's policy of maintaining a drug-free workplace, (c) Any available counseling, rehabilitation and employees assistance programs, and (d) Penalties that may be imposed upon employees for a drug abuse violations. ARTICLE XXV KAYENTA TOWNSHIP AND NAVAJO NATION SALES TAX All work performed within the territorial jurisdiction of the Kayenta Township is subject to the 5% business Sales Tax (Business Sales Tax Ordinance 8-305). All work performed within the territorial jurisdiction of the Navajo Nation is subject to the 5% Navajo Sales Tax (24 N.N.C. 601 et seq.). There is a credit allowed against the Navajo Sales Tax when the Kayenta Business Sales Tax is paid (24 N.N.C. 610). It is agreed that all work performed under this Agreement is performed within the territorial jurisdiction of the Kayenta Township or the Navajo Nation. It is further agreed that the Kayenta Township shall withhold from each payment to the Contractor an amount equal to 5% of the total invoice amount associated with the work performed within the Township. This 5% shall be transferred to the Finance Department of the Kayenta Township as payment of the tax on behalf of the Contractor. This 5% withholding will be documented on the check stub attached to each payment. The Contractor will then indicate on the quarterly tax return required under the Navajo Sales Tax that this amount has been previously withheld and paid to the Finance Department of the Kayenta Township. It is hereby acknowledged that this withholding by the Kayenta Township in no way removes the responsibility from the Contractor as a taxpayer for timely filing of tax returns and timely payment of any other amounts, which may be owed for taxes. ARTICLE XXVI NOTICES Any notice desired or required to be served by either party upon the other or any notice provided for in this AGREEMENT shall be in writing and shall be deemed given upon hand-delivery or, if mailed, three (3) business days after being deposited in the United States mail, certified, return receipt requested, to the party to whom addressed, as set forth herein below: TOWNSHIP: CONSULTANT: KAYENTA TOWNSHIP P.O. Box 1490 Kayenta, Arizona Any party may change the address to which notice shall be delivered or mailed by notice duly given. ARTICLE XXVII APPLICABLE LAW AND VENUE This AGREEMENT shall be governed by, construed and enforced in accordance with the laws of the Navajo Nation and applicable laws of the State of Arizona, except when pre-empted by Federal Law. The Parties agree that venue shall be exclusive to Navajo Nation and waive any challenge thereto. Page 27

28 ARTICLE XXVIII ATTORNEY'S FEES In the event that either party hereto shall institute and prevail in any action or suit for the enforcement of any of its rights hereunder, the prevailing party in said action or suit shall be awarded its reasonable attorneys' fees and costs arising therefrom. ARTICLE XXIX SEVERABILITY In the event any provision of this AGREEMENT is held invalid and unenforceable, the other provisions of this AGREEMENT shall be valid and binding on the parties hereto. ARTICLE XXX ENTIRE AGREEMENT This AGREEMENT contains the complete agreement and understanding between the parties and this AGREEMENT shall not be modified, except in writing executed by both parties. IN WITNESS WHEREOF, the parties hereto have entered into this AGREEMENT effective as of the day and year first hereinabove written. KAYENTA TOWNSHIP A PROFESSIONAL CORPORATION BY: ITS: BY: ITS: CERTIFICATION OF THE ENGINEER I hereby certify that I am an officer and duly authorized representative of the the above reference firm, whose address is stated in Article XXVII herein and that neither I nor the above firm I represent has: 1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit of secure this Agreement. 2. Agreed, as an express or implied condition for obtaining this Contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement; except as here expressly stated. I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the United States Department of Transportation, in connection with this Agreement involving participation of Airport Improvement Program (A.I.P.) funds and is subject to applicable State and Federal Laws, both criminal and civil. Title Date Page 28

29 EXHIBITC ACIP Page 29

30 Page 30