PENINSULA AIRPORT COMMISSION REQUEST FOR PROPOSALS #63017 LEGAL SERVICES FOR PENINSULA AIRPORT COMMISSION

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1 PENINSULA AIRPORT COMMISSION REQUEST FOR PROPOSALS #63017 LEGAL SERVICES FOR PENINSULA AIRPORT COMMISSION JUNE 2017

2 I. PURPOSE The purpose of this Request for Proposal is to solicit sealed proposals from experienced firms in order to establish a contract through competitive negotiations to obtain Legal Services for the Peninsula Airport Commission (PAC). It is the intent of the Owner to award a contract to the Successful offeror for an initial one (1) year period with the option to renew for four (4) additional one (1) year renewal periods upon mutual acceptance of both parties. II. DEFINITIONS 1. The term Owner used in this solicitation refers to Peninsula Airport Commission (PAC). 2. The term Offeror means the firm or company submitting a proposal. 3. The term Successful Offeror means the Offeror/Proposer to whom the Owner on the basis of the Owner s evaluation as herein provided makes an award. III. BACKGROUND The Peninsula Airport Commission (Commission) owns and operates the Newport News/Williamsburg International Airport (Airport). The Commission was created by an act of the General Assembly of Virginia on February 18, The purpose of the Commission is to develop, operate, and maintain the Airport and incidental property for the increase of commerce and other benefits to the citizens of the Commonwealth of Virginia. The Commission has the powers, among others, to determine rates and charges for use of its facilities and to borrow money to improve its facilities. The Commission provides the overall direction and guidance for the Airport. Actual day-to-day operation of the Airport s functions is carried out by an Executive Director, and other professional staff. IV. INTERPRETATIONS AND ADDENDA No oral explanation in regard to the meaning of the RFP Documents will be made, and no oral instructions will be given before the award of the work. Discrepancies, omissions or doubts as to the meaning of the RFP Documents shall be communicated in writing to the Peninsula Airport Commission for interpretation. Offerors should act promptly and allow sufficient time for a reply to reach them before the submission of their Offers. Any interpretation made will be in the form of an Addendum to the RFP, which will be posted on the Peninsula Airport Commission website at Receipt of addenda issued for this RFP shall be acknowledged in the Offeror s proposal on the RFP Cover Sheet in the space provided. V. FAMILIARITY WITH PROPOSED WORK It is the responsibility of the Contractor, by careful personal examination of the RFP Documents and the Scope of Services, to visit the area of the work to be performed, if that is required; and satisfy himself as to the full scope of services required for the total project. The Contractor should study and carefully correlate the Contractor s knowledge and observations of the RFP Documents and such other related data and to promptly notify the Commissioners of all conflicts, errors, ambiguities, or discrepancies which the Contractor has discovered in or between the RFP documents and such other related documents or conditions. Failure to do so shall not relieve the Successful Offeror of their obligation to perform as per the provisions of the resulting contract. The Contractor shall not at any time after the execution of the contract, make any claims whatsoever alleging insufficient data or incorrectly assumed conditions, nor shall they claim any misunderstanding with regard to the nature, conditions or character of the work or services to be provided under the contract.

3 The Peninsula Airport Commission will initially review the proposals for responsiveness and responsibility. Those proposals that meet the responsiveness and responsibility requirements will then be scored according to the following criteria: TOTAL POSSIBLE POINTS Firm s knowledge of industry and regulations 25 pts 2. Information provided by client references 25 pts 3. Availability of principal personnel 25 pts 4. Overall organization and quality of proposal, including cohesiveness and clarity of response. 25 pts 5. Quality and depth of the firm s experience and its prior capability in providing similar services, including, but not limited to, past performances on projects and programs in Virginia or other states of magnitude or complexity comparable to or greater than the Peninsula Airport Commission. For those firms who have worked as counsel in any capacity with other airport authorities, the quality of work on those transactions will be considered. 25 pts 6. Response Time-What is the firm s typical response time to inquires/requests for legal services and turnaround time for requested action or draft or formal correspondence. Provide firm s preferred method for contact by the Peninsula Airport Commission? (telephone, , other) 25 pts The Peninsula Airport Commission will enter into negotiations to contract with the highest-ranked offeror. Should the terms offered not be desirable to the Peninsula Airport Commission, negotiations with successive highly-ranked offerors will follow until a Contract is finalized. The Peninsula Airport Commission reserves the right to negotiate with one or all offerors. In the event a single proposal is received from a responsible offeror, the Peninsula Airport Commission may conduct a price analysis, a cost analysis, or both. A cost analysis is an analysis of the separate cost elements and the proposed profits of the offeror. A price analysis involves examining and evaluating a proposed price without evaluating its separate cost and profit elements. If only one proposal is received, the offeror agrees to cooperate with the Peninsula Airport Commission in such an analysis. Offerors are required to certify that they have not been suspended or debarred from participation in federally-funded contracts. Offerors must also disclose lobbying activities. Full compliance with all applicable Occupational Safety and Health Standards, DBE requirements, Equal Employment Opportunity, and Americans with Disabilities Act laws and regulations is required. The Peninsula Airport Commission reserves the right to reject any or all proposals received or to negotiate separately with any source whatsoever in any manner necessary to serve the best interests of the Peninsula Airport Commission. Offerors shall disclose any Towne Bank client relationships. I. STATEMENT OF NEEDS 1.1 The Peninsula Airport Commission is soliciting proposals from qualified firms to provide legal services to the Peninsula Airport Commission for an initial one (1) year period, with the option to renew for four (4) additional one year renewal periods. The service desired by the Peninsula Airport Commission from the legal firm are as outlined below: 1) Advise the Peninsula Airport Commission with respect to individual members and collective duties and responsibilities; 2) Provide legal guidelines to ensure the Peninsula Airport Commission is in compliance with all applicable agreements, laws, orders, rules, ordinances and regulations; 3) Draft and review all major contracts prior to execution by the Peninsula Airport Commission; 4) Represent in litigation matters, when appropriate; 5) Provide updates to the Peninsula Airport Commission and Executive Management on the status of all legal issues;

4 6) Advise Staff on all local, State and Federal issues that might impact the Peninsula Airport Commission; 7) Attend official Peninsula Airport Commission Meetings as requested or required; and 8) Perform other duties of similar nature, as may be required. No advantage shall be taken by the offeror in the omission of any part or detail which goes to make the execution complete even though such part or detail is not listed in the Scope of Services. 1.2 COMPETITION The technical portion of this RFP is based upon accurate descriptions of the work to be performed and is not intended to contain features that unduly restrict competition. 1.3 OFFERROR S QUALIFICATIONS All Offerors shall be properly licensed by the Commonwealth of Virginia. All personnel assigned to this project should have a minimum of five (5) years of experience in providing the services detailed in this solicitation. II. PROPOSAL SUBMISSION REQUIREMENTS One (1) Original and Three (3) copies submitted to the Peninsula Airport Commission Office, 900 Bland Blvd., Suite G, Newport News, VA no later than 4:00 PM local time on July 14, 2017, Proposals received after the date and time prescribed shall not be considered for contract award and shall be returned unopened to the Offeror. It is the Offeror s responsibility to clearly identify and to describe the services being offered in response to the RFP. Proposals shall be signed by an authorized representative of the Offeror. Failure to submit all of the information requested may result in the Purchasing office requiring prompt submission of missing information and/or giving a lower evaluation of the proposal. Proposals that are substantially incomplete or lack key information may be rejected by the Purchasing office. Oral proposals, those transmitted by telephone or facsimile, or those received after the submission data shall not be accepted. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Emphasis should be placed on completeness and clarity of content. Proposals should be no more than 25 pages, excluding title page, letter of transmittal and table of contents. Fancy bindings, color displays, promotional materials, etc. are not desired. Proposals should be bound together without loose pages and contained in a single volume where practical and submitted clearly marked as response to Request for Proposals (RFP) IDENTIFICATION OF PROPOSAL ENVELOPE: The signed proposal should be returned in a separate envelope or package, sealed and addressed as follows: The Peninsula Airport Commission, 900 Bland Blvd., Suite G, Newport News, VA Reference the opening date and our RFP Number in the lower left corner of the envelope or package. If a proposal not contained in the special envelope is mailed, the Offeror takes the risk that the envelope, even if marked as described above, may be inadvertently opened and the information compromised which may cause the proposal to be disqualified. No other correspondence or other proposals should be placed in the envelope. Proposals may be hand delivered to the Peninsula Airport Commission, 900 Bland Blvd., Suite G, Newport News, VA Proposal shall be signed by an authorized representative of the Offeror. All information requested should be submitted. The Purchasing Director will review all proposals to ensure required information is included. Failure to submit all information requested may result in a request to submit the missing information. Proposals which are substantially incomplete or lack key information may be

5 rejected as incomplete. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. a. Proposals will be reviewed and evaluated by a Committee as designated by the Peninsula Airport Commission. b. Each copy of the proposal should be bound or contained in a single volume where practical. All documentation submitted with the proposal should be contained in that single volume. c. Ownership of all data, materials, and documentation originated and prepared for the Peninsula Airport Commission pursuant to the RFP shall belong exclusively to the Peninsula Airport Commission and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of Section F of the Code of Virginia, in writing, either before or at the time the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. 2.1 DEFINITION OF TERMS The term Offeror means the business organization or its duly authorized representatives submitting a proposal to provide the goods or services listed in the Scope of Services. The term Contractor refers to an offeror whose proposal is accepted and who enters into a Contract with the Peninsula Airport Commission. The term Peninsula Airport Commission means the Peninsula Airport Commission or its duly authorized representative involved in the transaction The term FAA means the Federal Aviation Administration. The term VDOT means the Virginia Department of Transportation. 2.2 INFORMATION REQUIRED FROM THE OFFEROR Specific Requirements: Proposals should be as thorough and as detailed as possible so that the Peninsula Airport Commission properly evaluate the Offeror s capabilities to provide the requested services. Offerors are required to submit the following information/items as a complete proposal: 1. The return of the RFP general information form and addenda, if any, signed and completed as required. 2. Please provide four (4) recent references, similar to the Peninsula Airport Commission, for whom the Offeror has provided the type of services described herein, Include the date(s) services were furnished, the client name, address and the name and phone number of the individual. The Peninsula Airport Commission has permission to contact, Include references where the individuals assigned to us have worked. 3. History of the firm, including number of years in business and size of firm. Identify headquarters and nearest office and identify the office which will serve as the managing office for the project. Include a list of services offered.

6 4. Biographies, including experience, of the individuals who will be assigned to the engagement, relevant experience of each in local governments/transit authorities, and recent continuing professional education of each. Include at least one principal in this list. 5. Identify any material litigations, administrative proceedings or investigations in which the Offeror is currently involved or which may be threatened. Please indicate the current status or disposition of such litigation, administrative proceedings or investigations. 6. Provide a statement of assurance that the Offeror is not currently in violation of any regulatory agency rule or, if in violation, and explanation as to why the violations would not have material adverse impact on the Offeror s ability to perform under this contract. 7. Provide a statement of assurance that there are no known conflicts or interest that would prohibit the firm from entering into a Contract with the Peninsula Airport Commission for the provision of legal counsel and related services. In addition, provide a statement of commitment to disclose future actual or potential conflicts of interest. Please identify how any such future conflicts would be identified and how the Offeror would resolve any such conflicts. 8. Provide a statement of assurance that neither the Offeror firm nor any subcontractor or partner is currently debarred from providing to any local government or other public entity, division or agency of or within the Commonwealth of Virginia. 9. Cost, Prepare cost proposal for services and submit it under separate sealed cover clearly marked Price Proposal. ELIGIBILITY The offeror should demonstrate that it: Agrees to comply with all requirements set for in this RFP. Has adequate financial resources or ability to obtain resources as required for the performance of the Contract. Has a satisfactory record of past performance. Has necessary management and technical capability to perform the work. Is not on the United States General Services Administration s List of Parties Excluded from Federal Procurement Programs. Is not included on the U.S. Comptroller General s Consolidated List of Persons or Firms Currently Debarred for Violations of Various Contracts Incorporating Labor Standards Provisions. Is qualified as an established firm regularly engaged in the type of business necessary to fulfill the proposal s requirements. Is otherwise qualified and eligible to receive an award under applicable federal, state and local laws and regulations. EQUIPMENT The offeror shall at its own expense furnish all labor, supplies equipment and machinery necessary to fulfill the Scope of Services.

7 PERSONNEL The offeror shall represent that it has, or will secure at its own expense, all personnel required in performing this proposal. Such personnel shall not be employees of or have any contractual relationship with the Peninsula Airport Commission. All the services required hereunder will be performed by or on behalf of the offeror. All personnel engaged in performing this proposal shall be fully qualified and shall be authorized, if applicable, under state and local law to perform such services. TAX EXEMPT The bidder recognizes that the Peninsula Airport Commission is exempt from the payment of certain Federal, State and local taxes, and that such taxes are not included in the proposal price. The Peninsula Airport Commission will furnish a Contractor with the necessary tax-exempt certificates. 2.7 INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverage s at the time the work commences. Additionally, it will maintain these during the entire term for the contract and that all insurance coverage s will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, the Peninsula Airport Commission reserves the right to require the Contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGE S AND LIMITS REQUIRED: A. Worker s Compensation-Statutory requirements and benefits. B. Employers Liability -$100,000. C. General Liability-$500,000 combined single limit. The Peninsula Airport Commission shall be endorsed as an additional insured with respect to goods/services being procured, and the Additional Insured Endorsement page shall be included with the Certificate of Insurance. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor s Liability, Owner s and Contractor s Protective Liability and Personal Injury Liability. D. Automobile Liability-$500,000. E. Professional Liability/Errors and Omissions $1,000,000 occurrences, $3,000,000 aggregate. Profession/Service Limits Accounting $1,000,000 occurrences, $3,000,000 aggregate. The contractor agrees to be responsible for, indemnify, defend, and hold harmless the Commission, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker s Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless the Commission, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract. III. SPECIAL TERMS AND CONDITIONS: 3.1 OTHER LEGAL SERVICES: The Peninsula Airport Commission reserves the right to use other legal services as situations may dictate if it is in the best interest of the Commission, which shall be at the Peninsula Airport Commission s sole discretion. 3.2 START UP COSTS:

8 It is implicit that time spent by outside legal counsel reviewing the Peninsula Airport Commission s policies, procedures, legal files, or standard contracts in preparation to provide legal services to the Peninsula Airport Commission shall not be invoiced to the Peninsula Airport Commission. 3.3 BILLING: A. The Contractor shall provide The Peninsula Airport Commission with a monthly invoice for all services rendered during the previous month. The Peninsula Airport Commission shall pay for services on the basis of the approved fee schedule per the negotiated contract period. B. Invoices shall be itemized by the matter ; 3.4 CONFIDENTIALITY: 1. The name and position (i.e. partner, senior, associate, paralegal) of the individual performing each activity. 2. The date of each service. 3. A concise statement of the task performed. 4. The time spent for each activity. 5. The hourly rate of the individual performing the task. 6. The total dollar amount charged for each activity. 7. An itemized listing of any reimbursable expenses (i.e., memberships, conference, incidental travel, publications, copy costs, filing fees, etc.) 8. Any indirect costs and/or overhead costs, a definition of which shall be agreed upon by the parties. The contractor shall submit the invoice to: The Peninsula Airport Commission 900 Bland Blvd., Suite G Newport News, VA Payments will be subject to the Peninsula Airport Commission s Net 30 terms. A. During the term of this contract, as well as thereafter, all information pertaining to the Peninsula Airport Commission shall be kept confidential unless such information to the detriment of the Authority or its officers or employees at any time during or after the period of this contract. B. Any inquiries from the media concerning the Peninsula Airport Commission or matters for which the Peninsula Airport Commission engages shall be communicated immediately to the Executive Director and the Chairman of the Peninsula Airport Commission. Contractor shall communicate with the Peninsula Airport Commission to develop an appropriate response, if one is warranted. 3.5 CONFLICT OF INTEREST: In addition to complying with any applicable professional conduct standards relating to conflicts of interest, Contractor affirms and agrees that he/she has not represented any client, to include Towne Bank, in any matter

9 pending against the Peninsula Airport Commission during the six month period preceding the resulting contract, and that he/she/the firm shall not represent any client in any capacity concerning any matter pending against the Peninsula Airport Commission during the existence of this contract, nor for a six month period following the end/termination of this contract. 3.6 MINIMUM QUALIFICATIONS: a. Each attorney on the proposed team shall possess a Juris Doctorate degree and have graduated from a law school accredited by the American Bar Association. Each attorney on the proposed team shall be, throughout the duration of the contract, admitted to practice before the Bar in the Commonwealth of Virginia. b. The proposed designated Lead Attorney shall have a minimum of ten years experience in the field of local government law is preferred. Particular experience in specialized fields should be described in the attorney s proposal and resume. c. A member of the team shall be admitted to practice before the federal judiciary and have litigation experience in both Federal and State Courts. 3.7 PROFESSIONAL CONDUCT: a. All attorneys that work on The Peninsula Airport Commission s behalf shall remain in good standing with the Virginia State Bar. b. All attorneys must adhere to the Virginia Rules of Professional Conduct or such other professional code of conduct in the jurisdiction where representation may occur. c. All attorneys proposed to be assigned to provide the services set forth in this RFP shall not have had any form of disciplinary action taken against them by the Virginia State Bar for the past ten (10) years. 3.8 OFFEROR CERTIFICATIONS: The Offeror shall certify, through its submission and signature on the proposals, that the following statements are true and not misleading: a. That its Proposal is made without any kickbacks or inducements or any prior understanding, agreement, or connection with any corporation, firm, or person submitting a Proposal for the same Goods, Services, Insurance or Construction, and is in all respects fair and without collusion or fraud. b. That it is not currently debarred by the Federal Government, Commonwealth of Virginia or the City from submitting proposals on contracts for the Goods, Services, Construction or Insurance that is the subject of the RFP, nor is the Officer an agent of any person or entity that is currently so debarred. c. That it has not offered or conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than Nominal Value or minimal value, present or promised, unless consideration of substantially equal or greater value was exchanged. d. That to the best of its knowledge no Peninsula Airport Commission official or employee having official responsibility for this RFP or member of his or her immediate has received or will receive any financial benefit of more than Nominal Value or minimal value relating to the award of this contract. If such a benefit has been received or will be received, this fact shall be disclosed with the proposal or as soon thereafter as it appears that such a benefit will be received. e. That it has submitted a single Proposal. For purposes of this provision, the term Offeror includes all departments and divisions of a Business and all its Affiliates.

10 f. That it is satisfied, from its own investigation of the conditions to be met, that it fully understands its obligations if the Peninsula Airport Commission awards it a Contract, and that it will not have any claim or right to cancellation or relief from the Contract because of any misunderstanding or lack of information. g. That it has read, understands, and agrees to the Terms and Conditions of the Peninsula Airport Commission s Standard Contract for Goods, Services, Construction and Insurance herein. The attached contract Appendix A, is an example of the standard contract. The Peninsula Airport Commission reserves the right through competitive negotiations to make changes to this agreement. 9. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to the Peninsula Airport Commission will be used in product literature or advertising. The Contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services. 10. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The Peninsula Airport Commission is authorized agents, and/or State auditors shall have full access to and the right to examine any of said materials during said period. 11. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the Peninsula Airport Commission shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. 12. INEDEPENDENT CONTRACTOR: The contractor shall not be an employee of the PAC, but shall be an independent contractor. Nothing in this agreement shall be construed as authority for the contractor to make commitments which shall bind the Authority, or to otherwise act on behalf of the Peninsula Airport Commission. 13. PROPOSAL ACCEPTANCE PERIOD: Any proposal received in response to this solicitation shall be valid for (90) days. At the end of the (90) days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at the time it remains in effect until an award is made of the solicitation is cancelled. III. CONTRACT TERMS ATTACHMENT A ATTACHMENT B GENERAL TERMS AND CONDITIONS FEDERAL PROVISIONS, CLAUSES & CERTIFICATIONS

11 ATTACHMENT A GENERAL TERMS & CONDITIONS and INSTRUCTIONS TO BIDDERS/OFFERORS Vendor. These CONDITIONS AND INSTRUCTIONS TO BIDDERS/OFFERORS shall be binding on all Bidders or Offerors and are incorporated by reference in all contracts resulting from any written Request for Quotes, Invitation to Bid, Request for Proposals issued, or Solicitations (collectively the "Request"), to which they are attached. Use of the term "bid" in these General Terms & Conditions and Instructions to Bidders/Offerors is not intended to be restricted to an Invitation to Bid and shall also affect written Request for Quotes, Invitation to Bid or Request for Proposals. "Shall" and "will" as used in the solicitation documents, as well as the resulting Contract, are interchangeable, both terms convey a mandatory obligation; "including" means including without limitation. The Peninsula Airport Commission is responsible for the purchasing activity of The Peninsula Airport Commission, a political subdivision of the Commonwealth of Virginia, herein referred to collectively as "the Commission." Bidders/Offerors or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting bids/proposals; failure to do so will be at the Bidders'/Offerors' own risk and except as provided by law, relief cannot be secured on the plea of error. Subject to all Federal, State and local laws, policies, resolutions, regulations, rules, limitations, and legislation including the Authority Procurement Policy, bids/proposals on all solicitations issued by the Peninsula Airport Commission-will bind Bidders/Offerors to applicable conditions and requirements herein set forth unless otherwise specified in the solicitation.

12 Peninsula Airport Commission Request for Proposal REQUIRED RESPONSE FORM- FORM ONE (1) Solicitation Number LEGAL SERVICES CERTIFICATION REGARDING DEBARMENT, SUSPENSION. AND OTHER RESPONSIBILITY MATTERS This contract is a covered transaction for purposes of 49 CPR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CPR , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CPR and The contractor is required to comply with 49 CPR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation offact relied upon by the Peninsula Airport Commission. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the Peninsula Airport Commission, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. The prospective participant certifies to the best of its knowledge and belief that it and the principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not within a three year period preceding this proposal been convicted of or had a civil judgment rendered against them or commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction: violation of Federal or State antitrust statute or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property: c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (l)(b)of this certification; and d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a fine of up to $10,000 or imprisonment for up to 5 years, or both. Typed Name & Title of Authorized Representative Signature of Authorized Representative Date I am unable to certify to the above statements. My explanation is attached. This form must be signed and submitted in proposal package.

13 Peninsula Airport Commission Request for Proposal REQUIRED RESPONSE FORM- FORM TWO (2) Solicitation Number LEGAL SERVICES CERTIFICATION REGARDING LOBBYING PURSUANT TO 49 CFR PART20 The undersigned [Contractor] certifies, to the best of his or her knowledge and belief that: 1) 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 an 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 agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, Joan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq.)] 3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients 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 prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). 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. [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, certifies or a contractors the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date This form must be signed and submitted in proposal package.