Request for Qualifications

Transcription

1 Request for Qualifications PROFESSIONAL CONSULTING SERVICES ENVIRONMENTAL ASSESSMENT STUDY FOR DES MOINES INTERNATIONAL AIRPORT, DES MOINES, IOWA Activity ID #: December 2017 DSM RFQ EA Page 1 of 69

2 REQUEST FOR QUALIFICATIONS (RFQ) PROFESSIONAL CONSULTING SERVICES ENVIRONMENTAL ASSESSMENT (EA) FOR DES MOINES INTERNATIONAL AIRPORT, DES MOINES, IOWA Activity ID #: All proposals are due before 2:30 p.m., CST, February 1, 2018 and must be valid for 90 days from the RFQ due date. One original and four copies of the proposal must be submitted to: Des Moines Airport Authority Attn: Bryan Belt 5800 Fleur Drive, Suite #207 Des Moines, IA (515) There will be a non-mandatory pre bid conference and walk through of the Airport on January 17, 2018 at 1:30 PM, C.S.T. in the Airport Cloud Room, Room 227. Requests or inquiries that arise regarding this RFQ must be directed to Bryan Belt at bmbelt@dsmairport.com, no later than 3:00 p.m., CST, January 24, Written answers to requests for clarification will be provided via addendum, published and distributed on Beeline and Blue at no later than 4:00p.m., CST, January 26, Electronic copy of this Request for Proposal is available by contacting Beeline and Blue at DSM RFQ EA Page 2 of 69

3 TABLE OF CONTENTS 1) Schedule of Events 04 2) Preface 05 3) Executive Summary 07 4) Insurance and Indemnification 11 5) Invoicing and payment procedures 11 6) Security requirements 12 7) Rating Selection Criteria 13 8) Standard Provisions and Requirements for RFQs 14 9) Scope of Services 21 10) Attachment No. 1 - Non collusion Affidavit 31 11) Attachment No. 2 Insurance and Indemnification Requirements 32 12) Attachment No. 3 - Insurance Agent Certificate 35 13) Attachment No. 4 - Sample Contract 36 14) Attachment No. 5 Terminal Programming Study Environmental Review and Documentation 63 DSM RFQ EA Page 3 of 69

4 TENTATIVE SCHEDULE OF EVENTS 1. Issuance of Request for Proposals December 14, Pre Bid Conference (Mandatory) 1:30 PM, Cloud Room January 17, Request for Clarifications 3:00 PM January 24, Response to Clarifications 4:00 PM January 26, Proposals Due Before 2:30 PM February 1, Notification of Vendor February 27, Contract Signatures/Insurance Due April 4, Award by Airport Authority Board April 10, Contract Commencement April 13, 2018 DSM RFQ EA Page 4 of 69

5 PREFACE The Des Moines Airport Authority (Authority) is hereby soliciting statements of qualifications (SOQ) and experience from planning/environmental consultants for environmental analysis resulting in an Environmental Assessment (EA) for the Des Moines International Airport, Des Moines, Iowa. It is anticipated that the EA will cover the following projects which are in the five year Capital Improvement Plan (CIP): 1. Construction of future Terminal and associated aprons. 2. Construction of enabling projects (Cargo facility, T Hangars and associated aprons). 3. Roadways leading into/out of Terminal 4. Runway 5/23 reconstruction 5. Runway 5 temporary extension 6. Runway 23 tree mitigation of approach surfaces Services will include professional services related to environmental assessments and may be funded under the Federal Aviation Administration (FAA) Airport Improvement Program (AIP) or Passenger Facility Charges (PFC) programs for the specific work identified. Work must be in accordance with all applicable FAA regulations, Advisory Circulars, policies and procedures. Transportation Research Board guidelines will be addressed and used. A qualification and experience based selection process conforming to FAA Advisory Circular 150/ E will be utilized. Fee information will not be considered in the selection process and must not be submitted with the statement of qualifications. Selection criteria is included within the rating criteria section. The request for qualifications (RFQ) is designed to provide interested parties with sufficient information on the proposed project to enable submission of a SOQ that will enable the Authority s staff to recommend the selection of a Consultant for the EA. The RFQ provides the instructions and forms for submission of a SOQ and associated reference material. The work performed by the Consultant must be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professionals in the same or similar type of work in the applicable profession. After the selection is made, the Authority will negotiate a scope of work and the fee for the work. The Authority reserves the right to reject all submittals. Submittals will become property of the Authority. Prospective consultants are advised that applied overhead rates must be in accordance with the cost principles established within Federal Regulation 48 CFR Part 31, Contract Cost Principles and Procedures. The selected firm must submit a copy of their current overhead rate audit. Federal laws and regulations prescribe that certain provisions be included in federally funded contracts. For purposes of this section, the term contract includes subcontracts. The type of contract must be appropriate for the particular procurement. Specific wording of Federal contract provisions is available on the FAA website at: DSM RFQ EA Page 5 of 69

6 The SOQ submitted must follow the guidelines provided in the packet to be considered. DSM RFQ EA Page 6 of 69

7 EXECUTIVE SUMMARY Work must be in accordance with all applicable FAA regulations, Advisory Circulars, policies and procedures. Transportation Research Board guidelines will also be addressed and used. During the contract term, the Authority, upon providing 30 days prior written notice of intention to terminate, may at any time terminate the contract. The Authority s standard form of contract will be used for this agreement, Attachment No Purpose: The Des Moines Airport Authority (Authority) is hereby soliciting consultant qualifications for professional services to provide an Environmental Assessment (EA) study for the Des Moines International Airport. This request invites qualified consultants to submit a Statement of Qualifications (SOQ) demonstrating their ability to accomplish the items of work described below under Scope of Services. Proposals shall be prepared and submitted in accordance with the requirements described in this Request for Qualifications (RFQ). Once the firm is selected, a contract will be negotiated based on a mutually agreed upon scope of services on a project-by-project basis. 2. Project Description: Professional services and/or engineering is required for an Environmental Assessment related to future Terminal Program, funded by FAA and the Des Moines Airport Authority. Subject to receipt of funding, these projects may include, but are not limited to, the following: Fees will be negotiated after the successful consultant is selected and as federal funds become available or are anticipated to become available. The specific work will follow the Capital Improvement Plan and Airport Layout Plan adopted (or as maybe amended) for the Des Moines International Airport. The work must meet FAA AIP standards for a commercial service airport. The consultant selected may manage projects as identified and undertaken via separate contracts. The Authority has direct contact with the FAA for projects at Des Moines International Airport. All consultant actions will be taken through the staff of the Authority. Consultant must have prior written authorization by the staff of the Authority before any direct contact with the FAA for Des Moines International Airport work. 3. Proposal Submission: During the SOQ evaluation, the Authority reserves the right to request additional written information to assist in the evaluation of the SOQs. SOQs and written responses to the Authority s request for additional information shall be signed by the proposer (if an individual), by an officer of the proposing firm, or by a designated agent empowered to bind the firm in a contract. Upon receipt, the SOQs shall become the property of the Authority for disposition or usage by the Authority at its discretion. DSM RFQ EA Page 7 of 69

8 4. SOQ Content: To standardize responses and simplify the comparison and evaluation of responses, all statements must be organized in the manner set forth below, separated into sections, and appropriately labeled. All information and materials requested shall be provided in the SOQ under a single cover. The SOQ length shall be limited to a maximum of 20 singlesided pages, not including dividers and covers. Minimum font size shall be ten (10) point. a. Transmittal letter: A transmittal letter shall be included in the submittal and signed by the intended project manager identifying the key personnel and all sub-consultants to be used on projects. The consultant in submitting qualifications for the work identified must address in the transmittal letter the project team envisioned for each task proposed. Each task may vary with different team members and sub-consultants participating in parts of the work. The transmittal letter must acknowledge review of the proposed contract format as attached hereto with a statement the consultant agrees to the contract format, its content and all requirements as presented including professional liability insurance limits. The contract language will not be changed/amended during negotiations except for modifications as required for tasks included in a specific project. Work will proceed based upon project fund availability. b. Executive Summary: An executive summary which addresses the planning and other tasks for Des Moines International Airport and the methodology the consultant proposes to use in the preparation of the tasks must be included in the SOQ. Any deviations, conflicts with other work or schedule difficulties should be addressed in this section. If different individuals or sub-consultants are proposed for the various efforts, these must be identified in the executive summary. It is recognized that the period of the services and variations in the scope will require changes to be discussed with the contract negotiations or amendment thereof, however, the initial submittal must address the tasks described above in general terms. The consultants understanding of the issues involved with the work identified must be provided in the methodology presented. The use of substitute sub-consultants for the tasks identified by the consultant may be considered during contract finalization. c. Business Organization. The full name and address of the firm s organization and the branch office that will perform the services described herein shall be stated. The Principal-in-Charge of the branch office shall be identified. A statement shall be included from the firm that to the best of its knowledge, there are no circumstances that shall cause a conflict of interest in performing services for the Authority. A statement shall be included that the Insurance and Indemnification Requirements included as Attachment 2 have been read and understood; and will be accepted by the Consultant without modification upon entering into an agreement with the Authority. d. Related Technical Experience. Descriptions of a minimum of two (2) and a maximum of five (5) projects of similar nature shall be submitted. The project description must contain the scope of services performed, location and reference (contact person). e. Project Staffing and Organization. Qualifications of the project manager and personnel, DSM RFQ EA Page 8 of 69

9 including anticipated sub-consultants, with specialized skills shall be highlighted. A list of anticipated sub-consultants that may be used and the work they will perform. Resumes for all key personnel listed shall be included and show the following: 1. Name, specialty, and job title 2. Years of relevant experience with firm (and previous employers) 3. Academic degree(s), discipline, and year degree(s) received 4. Professional registrations 5. Office location where employed 6. A synopsis of experience, training or other qualities that reflect the individual s related experience and expected contribution to the anticipated projects. f. Timely Completion of the Work. Discuss the consultant s and anticipated sub-consultant s current workload, availability to perform work required for proposed projects, and demonstrated ability to meet schedules within budget. g. Additional Information. Provide any additional information regarding your firm s experience and capabilities that you feel would be important to the success of the project. 5. Insurance Requirements: Attachment No. 2, Insurance and Indemnification Requirements, describes the minimum insurance the consultant must have in order to enter into a professional services contract with the Authority. All firms that submit SOQ s in response to this request for SOQ will be required to accept and comply with Attachment No. 2, Insurance and Indemnification Requirements, if selected. These requirements are not subject to negotiation. 6. Form of Contract: The Authority s standard form of contract will be used for this professional services agreement. A copy of the standard form of contract will be provided upon request. Contracts are subject but not limited to the following federal provisions: Title VI of the Civil Rights Act of 1964 Civil Rights Title VI Assurances Section 520 of the Airport and Airway Improvement Act of 1982 DOT Regulation 49 CFR Part and Access to Records and Reports DOT Regulation 49 CFR Part 20- Lobbying & Influencing Federal Employees DOT Regulation 49 CFR Part 26-Disadvantaged Business Enterprises Participation DOT Regulation 49 CRF Part 29-2 CFR Part 1200 Department of Transportation Implementation of OMB Guidance on Non-procurement Suspension and Debarment DOT Regulation 49 CFR Part 30- Federal Trade Restriction Clause. Buy American Preferences - 49 USC Civil Rights: General - 49 USC Federal Fair Labor Standards Act (Minimum Wages) 29 USC 201 Occupational Safety and Health Act 20 CFR Part 1910 Rights to Inventions - 49 CFR Part Prospective Consultants are advised that applied overhead rates must be in accordance with the cost principles established within Federal Regulation 48 CFR Part 31, Contract Cost Principles and Procedures. DSM RFQ EA Page 9 of 69

10 Should it be determined a DBE goal is needed; it will be negotiated as part of the contract. The contents of this RFQ, of a proposal submitted in response thereto, and of the Authority's official response to a question, objection, or request for clarification or interpretation regarding the RFQ, and of any exception to the RFQ submitted by the successful proposer and accepted by the Authority, shall become part of the contractual obligation and shall be deemed incorporated by reference into the ensuing contract. All firms that submit proposals in response to this RFQ will be required to accept and comply with Attachment No. 4, Contract Document and attachment No. 2, Insurance if selected. These requirements are not subject to negotiation. The specific work will follow tasks negotiated as the scope of services prior to entering into a contract/task order for each item. The Authority intends to select a consulting firm with the capability to perform all identified tasks with the aid of any sub-consultants. The consultant selected will manage all tasks undertaken. 7. Scope of Services: The Authority and selected consultant will develop a detailed Scope of Services on a task-by-task basis as the Authority elects to proceed with each task. The consultant is expected to be able to provide necessary professional services for each task, including incidental special services for projects funded under the FAA Airport Improvement Program. The Authority does not guarantee a set amount of work or contract value for these services. 8. Selection Process: The Authority will establish a Selection Committee. The selection will follow the guidance provided by the U.S. Department of Transportation in FAA Advisory Circular 150/ E, Architectural, Engineering, and Planning Consultant Services for Airport Grant Projects. The Selection Committee will review all responses that meet the requirements outlined and are received prior to the designated date and time. It is the intention of the Selection Committee to review the qualifications of the interested firms and make a selection based upon the SOQ as submitted. However, the Selection Committee reserves the right to conduct interviews. If interviews are conducted, adequate notice (seven calendar days) will be given. All firms submitting responses will be notified of the status of their response and the recommendations of the Selection Committee. DSM RFQ EA Page 10 of 69

11 INSURANCE AND INDEMNIFICATION The Contractor shall purchase and maintain insurance in accordance with the insurance requirements set forth in Attachment 2 to protect the Consultant and the Des Moines Airport Authority throughout the duration of the contract. The Consultant shall not commit any act which could invalidate any policy of insurance. The Consultant shall defend, indemnify and hold harmless the Authority in accordance with the indemnification requirements set forth in Attachment 2. The Consultant will be subject to all terms and provisions set forth in Attachment 2. All firms that submit proposals in response to this RFQ will be required to accept and comply with Attachment No. 2, Insurance and Indemnification Requirements if selected. This requirement is not subject to negotiation. Prior to beginning work at the Airport, Consultant shall provide certificates of insurance, and complete copies of all applicable insurance policies, including endorsements, showing that the Contractor has obtained the insurance required by the attachments to the RFQ. INVOICING AND PAYMENT PROCEDURES Consultant will provide documentation with detailed costs per task developed in a schedule of values. Reimbursement request will be made by Consultant per this schedule of values from the previous month and invoice for the amount of time actually worked. The Authority will pay for the hours worked during the previous month (net 30 days). The Consultant shall allow Authority staff or a designee to inspect and audit account records as requested by the Authority. DSM RFQ EA Page 11 of 69

12 SECURITY REQUIREMENTS The Consultant s on-site personnel will be required to pass security badge testing and background requirements as determined by the Transportation Security Administration (TSA) and the Des Moines Airport Authority. All employees will require access to the Aircraft Operating Area (AOA) and the Security Identification Display Area (SIDA), as determined by Airport operations, and will be required to continuously display on their outermost garment an Airport-issued identification medium. The identification medium will not be granted unless the employee has attended and successfully completed an Airport-administered training program and successfully completed the required federal, state, and local background investigations. Each employee must be of high moral character, high integrity, trustworthy, must not have been convicted of any crime that may disqualify him/her from obtaining Airport issued identification media, and must be able to successfully complete all required federal, state, and local background investigations. Consultant shall be responsible for payment of all costs associated with the application and issuance of an airport security identification and access medium (ID) for each employee. Consultant shall be responsible, at time of ID application, for the following fees associated with each employee's application and ID issuance: ID medium issuance (non-refundable): $25.00 Fingerprinting (non-refundable): $20.00 Criminal history background investigation (non-refundable): $33.00 Security threat assessment background check (non-refundable): $11.00 Deposit (refunded if ID medium is returned): $ Consultant will forfeit the airport ID deposit for each ID medium not returned to the Authority when the ID is no longer needed by the employee, when employment is terminated, at termination of this contract, or upon request of the Airport Director. Consultant shall be responsible for the non-refundable costs associated with issuance of a new ID medium for each ID medium that is lost, stolen, or otherwise unaccounted for and pay a deposit for a new ID issued. Consultant s employees shall immediately report to the Authority s Director of Operations when an Airport ID is lost or stolen. Consultant shall immediately retrieve IDs when employees are terminated or employees resign from employment. IDs must be immediately returned to the Authority s Director of Operations. Consultant's employees shall comply with the Airport Security Program and all federal, state, and local requirements that pertain to security at the Des Moines International Airport. If you need further information, contact the Airport Badging office at DSM RFQ EA Page 12 of 69

13 RATING SELECTION CRITERIA DES MOINES AIRPORT AUTHORITY The consultant selection committee established by the Des Moines Airport Authority for this project will evaluate each firm in accordance with the following criteria to identify the firm or firms best qualified to meet the Airport s needs for this project. The firms deemed best qualified by the selection committee may be invited for additional presentations and interviews. The Authority reserves the right to request interviews of any, all or none of the consultants. # Description Rating 1. Capability to perform all aspects of the project: 1-20 a. Qualifications of prime firm (sub consultants, if any) 2. Relevant experience of key personnel from prime firm and their role: 1-20 a. Qualifications of prime firm (sub consultants, if any) 3. Knowledge of FAA standards, policies and procedures: Recent experience with comparable projects at similarly sized airports: History of meeting schedules and staying within budget: Understanding of the projects potential challenge and sponsors concerns: 1-15 DSM RFQ EA Page 13 of 69

14 STANDARD PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR QUALIFICATIONS (RFQs) 1. Proposal Must Be Signed by Proposer or Designated Agent. A proposal submitted in response to the Authority's Request for Qualifications must be signed by the Proposer if an individual, or by a designated agent empowered to bind the Proposer in a contract. 2. Partnership and Joint Venture Proposals; Use of Corporate Name or Fictitious Corporate Name. A. If a proposal is submitted by two or more persons acting as a partnership, the names of the persons appearing on the proposal must be followed by the notation -- "a partnership", or words of similar import. B. If a proposal is submitted by two or more persons or corporate entities as a joint venture, the names of the persons or entities appearing on the proposal must be followed by the notation -- "a joint venture". In that instance, the proposal must also be signed by all joint venturers or the authorized agents of all joint venturers. Joint venture proposals must identify which person or firm that will act as lead person or firm. Any proposal from a joint venture that fails to meet the above requirements will be subject to rejection. C. In submitting a proposal and in entering into a contract in response to an RFQ, a corporate entity may use its fictitious corporate name in addition to its legal corporate name, if the fictitious name is appropriately registered with the Iowa Secretary of State. Proposers are advised to exercise care in the use of any fictitious name for their firms. 3. Communication with Authority during RFQ Process Upon issuance of this RFQ, Proposers shall not communicate in any way with any Authority employee other than the Director of Engineering regarding the terms or provisions of this RFQ. Questions about this RFQ are to be in writing and directed to the contract manager, and will be addressed in a written addendum to the RFQ. 4. Proposer Questions, and Requests for Clarification or Interpretation: After issuance of an RFQ, persons or entities who intend to respond to such RFQ by submission of a competitive proposal, and who have questions regarding the RFQ, or who object to any term, provision, or requirement of the RFQ, or who desire clarification or interpretation of any term, provision, or requirement of the RFQ, may submit such questions, objections, or requests for clarification or interpretation to the Authority Staff member indicated no later than date indicated. Such questions, objections, requests for clarification or interpretation shall be submitted in writing and shall clearly identify the individual or entity submitting same, including the name, DSM RFQ EA Page 14 of 69

15 address, telephone number, FAX number and address, if any, of such person or entity. 5. Authority's Response to Proposer Questions, Objections, and Requests for Clarification or Interpretation The Authority s Director of Engineering will respond in writing to all questions, objections, requests for clarification or interpretation presented to the Authority as provided above or raised or presented at the presubmittal conference as provided above. Only the Authority's written responses shall be considered the Authority's official response binding upon the Authority. In addition to making a written response, the Authority may issue addenda amending the RFQ by changing, deleting, or adding terms, provisions, or requirements to the RFQ. Written answers to all written inquiries will be sent to all firms via addendum that have been sent this RFQ and obtained a copy of the RFQ from Beeline and Blue website, beelineandblue.com. In no case will verbal communications override written responses or requirements of this RFQ. 6. Non-Collusion Affidavit Required. Any agreement or collusion among Proposers or prospective Proposers in restraint of freedom of competition by agreement to propose a fixed price or otherwise will render the proposals of such Proposers void. Proposers will be required to execute and submit with their proposals a Non-Collusion Affidavit in the form appended hereto as Attachment 1. Any disclosure by one Proposer to another Proposer of the content of a proposal in advance of the submission of proposals will render the proposals of both Proposers void, and may at the discretion of the contract manager render the RFQ proceedings void. 7. Proposals Not Confidential; Proposer Requests for Confidentiality under Iowa Open Records Law, Chapter 22 of Iowa Code; Disclosure of Proposal Content. Under Iowa Code chapter 22, "Examination of Public Records", all records of a governmental body are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa Code sets forth a number of exceptions to that general rule, establishing several categories of "confidential records". Under this provision, confidential records are to be kept confidential "unless otherwise ordered by a court, by the lawful custodian of the records, or by another person duly authorized to release such information". Among the public records that are considered confidential under this provision are the following: 3. Trade secrets which are recognized and protected as such by law. 6. Reports to governmental agencies which, if released, would give advantage to competitors and serve no public purpose. DSM RFQ EA Page 15 of 69

16 The Authority, as custodian of the proposal submitted in response to a Request for Proposals, may, but is not required to, keep portions of proposals confidential under Iowa Code 22.7(3) and (6) noted above. If a responding individual or company determines that a portion or portions of its proposal constitute a trade secret, or should otherwise be kept confidential to avoid giving advantage to competitors, a confidentiality request must be submitted with the proposal identifying which portion or portions of the proposal or bid should be kept confidential and why. The burden will be on each individual Proposer to make a confidentiality request and to justify application of a confidentiality exception to its proposal. The Authority will not under any circumstance consider the entire proposal to be a confidential record. If a request is made by a member of the public to examine a proposal including the portion or portions for which a confidentiality request has been made, the Authority will notify the Proposer and will keep confidential that portion of the proposal covered by the confidentiality request pending action by the Proposer requesting confidentiality to defend its request. The Proposer requesting confidentiality will be given not more than five calendar days within which to file suit in Polk County District Court seeking the entry of a declaratory order or injunction to protect and keep confidential that portion of its proposal. Absent such action by a Proposer requesting confidentiality and the entry of a court order declaring such portion or portions of the proposal confidential, the entire proposal will be released for public examination. The Proposer shall indemnify the Authority for any fines, attorney s fees and court costs the Authority may incur or that be awarded against it as a result of complying with the Proposer's request for confidentiality. 8. Proposers to Provide Evidence of Ability to Obtain Insurance and Bond. Each Proposer shall provide evidence satisfactory to the Authority that it can obtain the required insurance coverages and bond. For this purpose, each Proposer shall submit with its proposal the certification form appended to this RFQ as Attachment 3, in which the Proposer's insurance agent and/or bonding agent certifies that the Proposer can obtain the required insurance coverages and/or bond. Failure to submit the required certification form will be grounds for rejection of the proposal. 9. Procedure for Evaluation and Recommendation as to Selection of Best Proposal. a. Competing proposals submitted in response to the RFQ will be evaluated by Authority staff. The Authority staff will utilize the evaluation criteria and scoring methodology set forth in this RFQ in making its determination as to the best proposal. b. Upon completing its evaluation and the scoring of competing proposals, a Notice of Intent to Award will be provided to all competing Proposers by mail, FAX or at least five days prior to the appeal deadline set forth in the Notice of Intent to Award. DSM RFQ EA Page 16 of 69

17 10. Des Moines Airport Authority Board (Board) Consideration of Evaluation and Selection Committee Recommendation as to Best Proposal Opportunity for Input by the Public: When the evaluation and selection committee's recommendation comes before the Board for consideration, the Board may request that the proposer whose proposal is recommended for selection appear before the Board to give a presentation or to answer questions regarding its proposal. Competing proposers will not be allowed to speak at that time unless a prior request has been made by such a proposer and permission to speak granted by the Board Chair, or unless a Board member requests that the competing proposer be allowed to speak and the Board consents to such request. Members of the public may likewise be allowed to speak regarding the selected proposal. The Board reserves the right to select another consultant to complete the Scope of Services if at any phase of project development the Board determines that the selected consultant is not performing work in accordance with executed engineering services agreements. The Board also reserves the right to select another consultant to enter into contracts for services described in this RFQ. 11. Evaluation and Selection Process: Proposals will be evaluated by a selection committee established by the Authority to identify the firm or firms best qualified to meet the Authority s needs. The firms deemed best qualified by the selection committee may be invited for additional presentations and interviews. The Authority reserves the right to request interviews of any, all, or none of the consultants. A qualification based selection process conforming to FAA Advisory Circular 150/ E will be utilized. Fee information will not be considered in the selection process and must not be submitted with the statement of qualifications. Selection criteria will include: Recent experience with airport projects at Commercial Service Airports operating under FAR Part 139 certificate, capability to perform all aspects of the projects, demonstrated ability to meet schedules within budget, quality of previous airport projects undertaken, interest shown, and the consultant s qualifications and references. Consultant s need to demonstrate knowledge of FAA policy, design standards, construction standard s and AGIS standards and implementation. 12. Appeal of Authority Staff Recommendation A Proposer who is aggrieved by the Authority staff s determination and recommendation as to the selection of the best proposal, may appeal such determination and recommendation by filing a written objection to the Authority within the appeal deadline set forth in the Notice of Intent to Award. Such objections may be DSM RFQ EA Page 17 of 69

18 filed in person, by mail, or but must be received within the appeal deadline. In its written objection, the appealing Proposer shall set forth all of its objections to the Authority staff s recommendation and all arguments in support of its objections, and shall attach all documentation supporting its objections upon which it intends to rely. The Authority Board may, in its discretion, hear presentations by the appealing Proposer and by competing Proposers with respect to the appealing Proposer's objections. If the Authority Board agrees to hear presentations, it may limit their length and all Proposers will be given an equal opportunity to speak. The Authority Board's decision will be final. 13. Authority Board Consideration of Authority Staff Recommendation as to Best Proposal When the Authority staff s recommendation comes before the Authority Board for consideration, the Board may request that the recommended Proposer appear before the Board to give a presentation or to answer questions regarding its proposal. Competing Proposers will not be allowed to speak at that time unless a prior request has been made and permission to speak granted, or unless an Authority Board member requests that the competing Proposer be allowed to speak and the Board consents to the request. 14. Rejection of Proposals. The Authority reserves the right to reject any or all proposals in whole or in part received in response to the RFQ. The Authority will not pay for any information requested in the RFQ, nor is it liable for any cost incurred by a Proposer in responding to the RFQ. 15. Formation of Contract. a. The successful proposer shall enter into a contract with the Authority on forms provided by the Authority, Attachment No. 4. b. Upon the Authority's approval of the evidence of insurance submitted by the successful Proposer (if required by the RFQ), and upon the Authority's legal representative's review of the form of contract executed by the Proposer, the Authority Board Chairperson will execute the contract as directed by the Authority Board. c. Award of contract, if any, will be to the consultant deemed best qualified by the Authority, in accordance with the selection criteria, to perform the services outlined in this RFQ. Note, some of the services may not be required and that the sponsor reserves the right to initiate additional procurement action for any of the services included in this solicitation. DSM RFQ EA Page 18 of 69

19 16. Proposal Obligations. The contents of this RFQ, of a proposal submitted in response to this RFQ, and of the Authority's official response to a question, objection, or request for clarification or interpretation regarding the RFQ, and of any exception to the RFQ submitted by the successful Proposer and accepted by the Authority, will become part of the contractual obligation and deemed incorporated by reference into the ensuing contract. 17. Disposition of Proposals. All proposals submitted in response to the RFQ become the property of the Authority and will not be returned. The Authority will not pay for any information requested in the RFQ or any cost incurred in submitting proposals, responding to additional questions, or participating in the interview process. 18. Assignment of Contract Prohibited Unless Approved in Writing by the Authority. No contract awarded pursuant to RFQ is assignable without the prior written consent of the Authority. 19. Proposer s Communications with Authority Officials and Employees Restricted Proposers Prohibited from Attempting to Improperly Influence Authority Officials or Employees Violation May Be A Crime- Violation May Result in Rejection or Return of Proposal: After issuance of an RFQ by the Authority, persons or entities who intend to respond to such RFQ by submission of a competitive proposal, and who desire to pose questions, objections, requests for clarification or interpretation regarding any term, provision, or requirement of the RFQ, shall not attempt to contact or communicate with, in writing, electronically, or orally, any Authority official or employee other than the designated contact person. After issuance of an RFQ, persons or entities who intend to respond to such RFQ by submission of a competitive proposal shall not contact or communicate with, in writing, electronically, or orally, any Authority official or employee in an attempt to gather information which would be helpful in responding to the RFQ, or in an attempt to influence the Authority's consideration of its competing proposal. Persons or entities who knowingly or willfully violate this provision may be guilty of a crime, punishable by fine or imprisonment. In addition, the Authority may refuse to accept or may return the proposal of any person or entity determined to be in violation of this provision. Contacting other selection committee members will be considered inappropriate and may lead to a loss of Selection Criteria points or disqualification, at the discretion of the Authority Engineer. DSM RFQ EA Page 19 of 69

20 20. Statutes and Rules: FAA Advisory Circular 150/ E provides further guidelines for compliance with Title 49 Code of Federal Regulations (CFR) for selecting consultants for airport projects funded under federal grant programs under which this request for proposals is also issued. The terms and conditions of this bid or request for proposal, the resulting contract or purchase order or activities based upon this bid or request for proposal shall be construed in accordance with the laws of Iowa. Where statutes and regulations of the United States Government are referenced herein, they shall apply to this bid or request for proposal and resulting purchase order or contract. Wherever differences exist between federal and state statutes or regulations affecting this procurement, interpretation shall be in the direction of that which is most beneficial to the interests of the Authority, and that which Authority officials together with federal review agency staff determine to meet all applicable requirements. 21. Attachments. A. Attachment 1: Non-Collusion Affidavit B. Attachment 2: Des Moines Airport Authority Standard Major Insurance & Indemnification Requirements C. Attachment 3: Proposer's Certification Regarding Insurance and/or Bond Certification of Proposer's Insurance Agent Regarding Proposer's Ability to Obtain Required Insurance Coverages; Certification of Proposer's Surety Agent Regarding Proposer's Ability to Obtain Required Bond. D. Attachment 4: Sample Contract E. Attachment No. 5: Terminal Programming Study Environmental Review and Documentation II. GENERAL TERMS AND CONDITIONS 1. Exclusive Contract. The contract that results from this Request for Proposals constitutes the exclusive contract between the parties and incorporates the provisions of these terms and conditions, and supersedes any previous agreements or contracts, either written or oral. The terms and conditions hereof may not be altered without prior written consent of both parties. 2. Assignment. Successful Proposers may not assign contracts or purchase orders to any party (including financial institutions) without written permission of the Executive Director of the Authority or his/her designee. DSM RFQ EA Page 20 of 69

21 Task 1 Environmental Assessment SCOPE OF SERVICES This project is intended to provide complete environmental review and analysis of the future Terminal Development Plan, enabling projects required prior to the future Terminal and prepare the federally required environmental documentation for the selected alternative, up to and including an Environmental Assessment. For each development alternative, established in a separate planning and design effort, any and all major potential impacts or other environmental considerations that would affect the evaluation and selection of a preferred alternative by the Authority will be identified. This project will include all relevant environmental analysis for each development alternative, including the "no-build option, but will not prepare an Environmental Impact Statement (EIS) for future terminal development and any planning thereto unless directed by the Authority. The study will contain comprehensive public and stakeholder input on environmental factors and development concerns, with potential mitigation measures, as a key element of the project. The Federal Aviation Administration (FAA) is the lead federal agency for the required National Environmental Policy Act (NEPA) documentation. The EA shall be prepared in accordance with requirements set forth in the National Environmental Policy Act of 1969, as amended, the regulations of the President s Council on Environmental Quality (CEQ) for NEPA compliance, and Federal Aviation Administration (FAA) Orders: Requirements of Section 102(2)(c) of the National Environmental Policy Act (NEPA) of 1969 (PJ , 42 USC 4321 et. seq.) Title V of the Airport and Airway Improvement Act of 1982 FAA Order 1050.lF, Environmental Impacts: Policies and Procedures FAA Order B, National Environmental Policy Act (NEPA) Implementing Instructions for Airport Actions Environmental Desk Reference for Airport Actions, FAA, Office of Airports, Office of Airpot1 Planning and Programming, Airports Planning and Environmental Division, APP-400, October 2007 Other applicable FAA Advisory Circulars, Orders, and Regulations FAA Order B refers to federal environmental requirements outside NEPA as special purpose laws (federal laws, regulations, executive orders, or departmental orders). The EA should demonstrate compliance with these special purpose laws and other applicable requirements and should identify any permits, licenses, other approvals or reviews that apply. The EA will be prepared in accordance with environmental laws and regulations as promulgated by the State of Iowa, Polk County, Iowa and the City of Des Moines, Iowa. The project will require frequent meetings, presentations and coordination with airport staff, consultants or other stakeholders which may be scheduled frequently and without DSM RFQ EA Page 21 of 69

22 substantial notice. The airport requires full interoperability between the airport and the consultant with a proven mechanism for inter-office coordination, file sharing and mitigation efforts in place to prevent failures. The consultant shall not begin their work until a Notice to Proceed is issued for this preliminary examination. Prior to the development of a final scope of work, the selected consultant, FAA Central Region staff and representatives from the Des Moines Airport Authority will attend a scoping meeting. The purpose of the meeting will be to discuss a preliminary draft of the work to be performed; establish the Area of Potential Effect (APE), confirm public participation and agency coordination requirements and confirm environmental analysis expectations and/or methodologies as per the FAA Desk Reference F. Appendix 1 of FAA Order B sets forth the steps required to complete an EA. The FAA Desk Reference F (latest updated version) provides guidance for environmental impact analysis to be performed. Major elements of the study include: Inventory of environmental conditions; Advise the long-term development design team of potentially significant environmental factors affecting alternatives development and possible mitigation strategies; A detailed review and analysis of the environmental conditions for each of the development options, identifying any factors that may affect the evaluation and selection of the preferred alternative; Establish a program for public and stakeholder input in coordination with the Long Term Development Team and report on the process as an element of the review of the strategic alternatives; Document and affirmatively report on compliance with all FAA/NEPA and other environmental requirements; Provide additional detailed environmental conditions assessment associated with the selected development alternative, and, as necessary, additional environmental documentation exclusive of an Environmental Impact Statement (EIS). If requested, the Consultant shall commence and perform the services listed herein. The Consultant shall commence services only in response to a Task Order negotiated in accordance with this Agreement and signed by the Director. TASK 1.1 STUDY DESIGN Based on preliminary analyses of potential environmental impacts, the Consultant will consult with the Authority and FAA to ensure the Environmental Assessment (EA) addresses their respective concerns. Select members of the Consultant, including the Consultant s assigned Project Manager, will participate DSM RFQ EA Page 22 of 69

23 in coordination meetings with the Authority and the responsible FAA Airports District Office (ADO) to discuss the EA process, potential impacts, documentation, and FAA's input associated with the Long-Term Airport Development at DSM. This coordination meetings will occur at DSM at a mutually agreed-upon time, with the FAA participating either in person or via conference call (dependent on Federal travel policies and coordination with the Authority). Upon completing the Authority and FAA coordination and Scoping process, the Consultant will develop specific addendums to this Scope (if necessary) that will describe any tasks not covered within this Scope of Services for the proposed Long- Term Airport Development EA. The outcome of the coordination meeting would result in the Authority, FAA and Consultant concurring on the description of Proposed Action and reasonable alternatives (including connected actions) and how the EA process will address those actions. TASK SCOPING As noted above, the Consultant will work with the Authority and FAA about the EA's content. The Consultant will also design a scoping process that will provide agencies and the general public an opportunity to identify the additional issues of concern associated with the project in addition to those identified by the AUTHORITY (referenced in Attachment No. 5) and the FAA. This will ensure the EA addresses major issues of public and agency concern and promotes public involvement and outreach meetings with stakeholders. Task Informational Package Based on the coordination meeting that occurs for Task 1.1, an informational package about the No Action, Proposed Action and reasonable alternatives, the preparation of the EA study, and the schedule for Agency and Public Scoping Meetings will be prepared and distributed to appropriate Federal, state, and local agencies. The purpose of the informational package will be to solicit agency opinions and obtain information relevant to the Proposed Action and reasonable alternatives. The mailing list will serve as the preliminary project mailing list, which will be expanded as new interested parties are identified and maintained throughout the course of the study. The Consultant will also prepare a newspaper advertisement providing information about the public scoping meeting for publication in a local newspaper by the Authority. The newspaper advertisement will advise the public of the preparation of the date, time, and location of the DSM RFQ EA Page 23 of 69

24 scoping meeting. The Consultant will assure the timely publication of the newspaper advertisement in coordination with the Authority. Task Attendance at Agency Scoping Meeting The Consultant shall facilitate the agency scoping meeting and provide written documentation of the issues raised during the meeting. Task Prepare Scoping Report The Consultant shall prepare a report that identifies all of the issues raised during the agency scoping meeting and the public scoping meeting. The report also will identify how the issues will be addressed in the EA (either by identifying the part of the scope of services that already indicates that the issue will be addressed or by modifying the scope of services to include any relevant new issue raised during the scoping process). TASK PREPARE SCOPEOFSERVICES ADDENDUM (if necessary) Through the coordination of the study, the Consultant shall provide appropriate addendums to section(s) of this Scope and Cost Estimate by preparing a Task Order, if necessary. This ensures the EA addresses all important issues and concerns. The Consultant will provide the revised Scope to the Authority for review and approval. TASK PURPOSE AND NEED ANALYSIS Task Preparation of Purpose and Need Statement The Consultant will develop a 'Purpose and Need' statement as directed in FAA Order 1050.lE to succinctly describe the objectives to be achieved by the Proposed Action. The statement will be described in terms understandable to individuals who are not familiar with aviation activities. The Airport Master Plan Update will be referenced in developing and refining the 'Purpose and Need' statement. The draft Purpose statement will describe what problems the Authority is trying to solve regarding DSM's existing terminal facilities. The draft Need statement will describe why the Authority wishes and needs to solve those problems. The Consultant will provide the draft Purpose and Need statement to the Authority for review. Following incorporation of any requested changes, the Consultant will provide a revised draft Purpose and Need statement to the FAA ADO staff for concurrence. The Consultant will facilitate coordination between the Authority and the FAA, and DSM RFQ EA Page 24 of 69

25 produce a final Purpose and Need statement for the EA. The Consultant will document the description of the Proposed Action and aviation forecasts within the Introduction. The Purpose and Need statement will be documented within the section, Purpose and Need, of the EA. The Consultant will coordinate with DSM and the FAA comments on the draft Purpose and Need. TASK 1.5 IDENTIFICATION AND EVALUATION OF ALTERNATIVES A key requirement of the EA is to demonstrate that the document evaluates a Proposed Action and range of reasonable range of alternatives that meet the defined Purpose and Need. The Consultant must also evaluate the No Action Alternative to meet NEPA requirements. The current proposed alternatives to be reviewed are: 1) No Action: status quo of maintaining the existing terminal; 2) Reasonable Alternatives Considered East Concept, Preferred Alternative, North of existing Terminal ; and South Concept, not selected, new terminal within South Quadrant. 3) Alternatives Dismissed/Carried forward. Any alternative that does not meet the Purpose and Need will not be deemed reasonable and practical. As a result, the Consultant will recommend eliminating that alternative from further consideration and study. The remaining alternatives will be deemed "reasonable alternatives" and will be environmentally evaluated along with the Proposed Action and the No Action Alternative. The Consultant will consult with the Authority and FAA regarding the above alternatives and obtain their respective concurrences regarding the No Action, Proposed Action and range of reasonable alternatives. In completing the above process, the Consultant will evaluate the alternatives according to the guidance contained in FAA Order B paragraph 706.d. The alternatives judged unreasonable will be described and the reasons for their respective rejection will be documented. Note that additional alternatives may be identified as part of the Environmental Analysis process. The Consultant will coordinate with DSM and FAA comments on the draft Alternatives. TASK 1.6: AFFECTED ENVIRONMENT The EA's Affected Environment section provides a brief, accurate description of the environmental resources the No Action Proposed Action and reasonable alternatives DSM RFQ EA Page 25 of 69

26 would affect. The Consultant will prepare this section according to the requirements of FAA Orders E and B. The Affected Environment description will describe the conditions of the most recent completed calendar year at the time of the study (presently 2011). Past, Present and Reasonably Foreseeable Actions: Tenant Relocations, Phasing Projects Des Moines Airport Environs Physical Setting Socioeconomic Setting Airport Role: NPIAS, State System Task Study Area The Consultant will develop study areas that will be used throughout the EA. Study areas will be presented on maps and will be provided to the AUTHORITY and the FAA for review and comment. "Airport Study Area"- this boundary coincides with the existing and planned Airport property boundaries (i.e., the existing Airport plus properties (if required) that are proposed for acquisition as part of this EA proposed action or a reasonable alternative). This study area will be used for all environmental topics that result in direct impacts. The Affected Environment section of the Draft will identify past, present, and reasonably foreseeable future actions in the Airport Study Area. "Regional Study Area" - this boundary includes areas beyond the existing and future Airport Study Area, to include the Airport s vicinity. This area will be used for all environmental topics that could result in indirect impacts to off-airport areas. The Affected Environment section of the Draft EA will identify past, present, and reasonably foreseeable future actions in the Regional Study Area. Task Data Compilation The Consultant will rely primarily on data contained in the Airport Master Plan Update and other previous studies and other materials the Authority has already prepared. Where data collection will be necessary, it is described in the appropriate environmental topic. Data will be continuously refined as necessary for analyses of potential impacts. Data already collected will be considered accurate, provided the information is no greater than three years old, unless otherwise approved by the Authority. The Authority will provide applicable data and assist in the accumulation of. DSM RFQ EA Page 26 of 69

27 The Authority may provide copies of the following (as available): Any NEPA documents prepared for other actions in the Airport Study Area that required Federal approval within the past 5 years. Electronic base mapping (planimetrics, contours, roadway right-of-way, etc.) Property ownership parcel/tract information, mapping and deeds/title opinions Wildlife study (draft/final versions) Relevant design and record drawings (airfield, roads, buildings, utilities, etc.) Utility corridor information and mapping The Consultant will collect, with assistance from the AUTHORITY, the following data and supporting coordination from publicly available or Airport available sources that pertain to the appropriate study area, including information included in Attachment No. 5, Task 2.7 Environmental Review and Documentation: Regional transportation studies Regional land use plans/ zoning regulations Socioeconomic data and forecasts including community development trends, population and demographics Political jurisdiction plans, including the identification of neighborhoods, community centers, churches, schools, hospitals, libraries, parks, and recreational areas. Identification of other expected major developments in the area Airport noise studies, contour/exposure maps Department of Transportation Section 4(f) properties Historical, architectural, archeological and cultural resources Wildlife activity and habitat and presence of endangered or threatened species, including previous technical studies and surveys ( e.g., biological resource and cultural resource technical studies and surveys) Topographical maps Soils maps and reports Prime and unique farmlands Wetland documentation, mitigation plans and supporting maps/exhibits Floodplain maps, assessments and reports River and stream documentation Water quality data and protected water status, including surface drainage patterns and subsurface significant features such as aquifer locations Storm water Pollution Prevention Plans Existing ambient air quality information, climatic variables such as wind and temperature patterns and any reports regarding attainment of air quality DSM RFQ EA Page 27 of 69

28 standards (i.e., the State Implementation Plan (SIP)) Hazardous waste contamination sites Light emissions and visual resource info1mation Energy usage, supply and sustainability information Tax and earnings reports Other relevant reports as needed. The Consultant will summarize the most important aspects of these and other credible sources. Within each applicable environmental impact category, the EA must address direct and indirect impacts. All data purchased will revert to the ownership of the Airport. TASK AGENCY AND PUBLIC OUTREACH Task Prepare Public Outreach Plan The Consultant will prepare a public outreach plan to include revised key messages, core audiences and public involvement activities to support the development and release of the EA. The public outreach plan will ensure the following: (1) the interested public will have an opportunity to provide input; (2) the interests of participants are communicated to decision makers in a manner that is useful to decision making; and (3) participants are provided with the information they need to participate in a meaningful way. The public outreach plan will be based on the outreach that occurred as part of the Master Plan Update. Following the Public Hearing, the Des Moines Airport Authority and Consultant will consolidate comments obtained from the Public Hearing (oral testimony and written comment) and forward to FAA Central Region for review. The Consultant will revise the EA to address the substantive comments. The FAA Central Region (Responsible Official) and Regional Counsel may review the EA, expected impacts and proposed mitigation. The FAA Central Region will make one of two decisions: Recommend preparation of an Environmental Impact Statement if the impacts exceed the Significance Threshold for one or more affected resources; or the FAA prepares a Finding of No Significant Impact (FONSI) and recommends the approving official sign the FONSI. If a Record of Decision (ROD) for the FONSI is required, the ROD will be prepared prior to the FONSI being signed and distributed to reviewing agencies that provided substantive comment. DSM RFQ EA Page 28 of 69

29 Provided all substantial comments are addressed, the FONSI is issued and made available to the public. Task Project Website The AUTHORITY website will provide applicable information to the public about the EA. The Consultant will provide information to the Authority for uploading to the website regarding the release of the Draft EA, the public open house, opportunities to participate and comment, the Final EA and FONSI (if achieved). The Consultant will work with the AUTHORITY to provide information on the website that is compliant with the ADA standards. The Consultant will not develop a project web site dedicated to the Airport Development EA. Information will be provided to the Authority for publication on the Airport's website ( TASK PROJECT MANAGEMENT Task Project Management Plan The Consultant will prepare a Project Management Plan that addresses the specific tasks necessary to complete the EA. The Project Management Plan will focus on the following sections: Project Assignments, Project Schedule, List of Key Personnel, and Meeting List/Attendance Roster. The Project Management Plan will be submitted to the AUTHORITY for review and approval. The Consultant's Project Manager will provide monthly updates to the AUTHORITY and the Airport's Project Management consultant regarding the management of the project and will coordinate with the AUTHORITY to provide regular updates to the FAA. Task Meetings with the FAA The AUTHORITY will take the lead on the coordination efforts with the FAA and the Consultant will play a support role to the AUTHORITY in these coordination efforts. The Consultant Project Manager will attend meetings with the FAA ADO in Kansas City, MO, as part of the coordination efforts. In addition, other members of the Consultant will attend these meetings with the FAA. The Consultant Project Manager will be responsible for the preparation of the agenda for the meetings and for the preparation of meeting notes. Task Appendices The list is suggested appendices but the consultant may be required to prepare one or more DSM RFQ EA Page 29 of 69

30 technical reports to support the analysis and conclusions set forth in the EA document. These documents may be appended or placed in the Administrative Record and referenced in the EA. Agency Coordination Tribal Coordination Public Participation/Involvement Process Public Hearing Notice Public Comment Response to Public Comment TASK Period of Service The period of performance is not expected to exceed 18 months. While it is conceivable that issues raised during agency review and/or the public comment process may require additional time, the period of performance may be extended only under extraordinary circumstances. TASK Documentation Requirements The Consultant selected will be required to submit a Plan of Study that will include detailed descriptions of all work to be performed, the methodology proposed to perform the work, the name and qualifications of the person performing each task, estimated person hours required, performance schedule and a description of the internal and external review procedures to assure quality control. The selected firm will be required to submit all work products in printed format and searchable.pdf files along with its components such as data files, text files, image files, spreadsheets, graphs and tables. The deliverables where applicable, will be compatible with and incorporated into the Airports Geographic information System (AGIS) per FAA standards. The Consultant will assist the Des Moines Airport Authority staff in maintaining the EA Project Administrative/Records File. DSM RFQ EA Page 30 of 69

31 ATTACHMENT No. 1 NON-COLLUSION AFFIDAVIT The Proposer herby certifies under penalty of perjury: 1. That this proposal is not affected by, contingent on, or dependent on any other proposal submitted for any improvement for the Des Moines Airport Authority; and 2. That no individual employed by the Proposer was paid or will be paid by any person, corporation, firm, association, or other organization for soliciting the proposal, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and 3. That no part of the compensation to be received by the Proposer was paid or will be paid to any person, corporation, firm, association, or other organization for soliciting the proposal, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and 4. That this proposal is genuine and not collusive or sham; that the Proposer has not colluded, conspired, connived or agreed, directly or indirectly, with any other proposer or person, to put in a sham proposal or to refrain from making a proposal, and has not in any manner, directly or indirectly, sought, by agreement or collusion, or communication or conference, with any person, to fix the proposal price of Proposer or any other Proposer, or to otherwise restrain freedom of competition, and that all statements in this proposal are true: and 5. That the individual executing this proposal has the authority to execute this proposal on behalf of the Proposer. Proposer Signature By Name (print/type) Title Street Address City, State, Zip Code DSM RFQ EA Page 31 of 69

32 1. GENERAL ATTACHMENT 2 DES MOINES AIRPORT AUTHORITY PROFESSIONAL SERVICES CONSTRUCTION DESIGN INSURANCE & INDEMNIFICATION REQUIREMENTS The Consultant shall purchase and maintain insurance to protect the Consultant and AUTHORITY throughout the duration of the Agreement. Said insurance shall be provided by insurance companies admitted or nonadmitted to do business in the State of Iowa having no less than an A. M. Best Rating of B+. All policies, except professional liability, shall be written on an occurrence basis and in form and amounts satisfactory to the AUTHORITY. Certificates of Insurance confirming adequate insurance coverage shall be submitted to the AUTHORITY prior to Agreement execution or commencement of work and/or services. 2. INSURANCE REQUIREMENTS A. WORKER S COMPENSATION & EMPLOYER S LIABILITY INSURANCE: The Consultant shall procure and maintain Worker s Compensation Insurance, including Employer s Liability Coverage, both written with State of Iowa statutory limits. Waiver of Subrogation in favor of the AUTHORITY is required. B. COMMERCIAL GENERAL LIABILITY INSURANCE: The Consultant shall procure and maintain Commercial General Liability insurance on an occurrence basis with limits of liability not less than $2,000,000 per occurrence and/or aggregate combined single limit covering Personal Injury, Bodily Injury and Property Damage. Coverage shall include: (a) Contractual Liability, (b) Premises and Operations, (c) Products and Completed Operations, (d) Independent Contractors Coverage, (e) Personal and Advertising Injury and (f) Explosion, Collapse and Underground- XCU (when applicable). Waiver of Subrogation in favor of the AUTHORITY is required. Coverage shall be no less comprehensive and no more restrictive than the coverage provided by ISO standard Commercial General Liability Policy form ISO CG 0001 including standard exclusions or a non-iso equivalent form. C. PROFESSIONAL LIABILITY INSURANCE: The Consultant shall procure and maintain Professional Errors and Omissions Insurance with limits not less than $1,000,000 per claim and in the aggregate. D. CONTRACTUAL LIABILITY: The General Liability Insurance policy shall include Contractual Liability coverage equivalent to that included in ISO standard form CG The AUTHORITY shall not be included as an Additional Insured on either policy. DSM RFQ EA Page 32 of 69

33 E. CANCELLATION & NONRENEWAL NOTIFICATION ENDORSEMENT: The General Liability Insurance and Professional Liability Insurance policies shall be endorsed to provide the AUTHORITY with no less than thirty (30) days Advance Written Notice of Cancellation, forty-five (45) days Advance Written Notification for Nonrenewal and ten (10) days Written Notification of Cancellation due to non-payment of premium. Written notifications shall be sent to: Des Moines Airport Authority, Executive Director, 5800 Fleur Drive, Des Moines, Iowa F. WAIVER OF SUBROGATION: To the fullest extent permitted by law, Consultant hereby releases the AUTHORITY, including its appointed officials, agents, employees, volunteers and others working on its behalf, from and against any and all liability or responsibility to the Consultant or anyone claiming through or under the Consultant by way of subrogation or otherwise, for any loss without regard to the fault of the AUTHORITY or the type of loss involved including loss due to occupational injury. This provision shall be applicable and in full force and effect only with respect to loss or damage occurring during the time of this Agreement. The Consultant s Workers Compensation Insurance and General Liability Insurance policies shall contain either a policy provision or endorsement affirming the above stated release in favor of the AUTHORITY including its appointed officials, agents, employees and volunteers, and others working on its behalf. G. PROOF OF INSURANCE: The Consultant shall provide to the AUTHORITY Certificates of Insurance evidencing all insurance coverage as required in paragraphs A through F above utilizing the latest version of the ACORD form. The Certificate(s) of Insurance shall specify the Title of the Agreement under Description of Operations/Locations/Vehicle/Special Items. A Copy of the Cancellation and Nonrenewal Notification Endorsement shall be submitted with the Certificates of Insurance. Mail Certificates of Insurance to: Des Moines Airport Authority, Executive Director, 5800 Fleur Drive, Des Moines, Iowa H. AGENTS, SUBCONSULTANTS AND SUBCONTRACTORS: The Consultant shall require that any of its agents, subconsultants and subcontractors who perform work and/or services on behalf of the Consultant purchase and maintain the types of insurance customary for the services being provided. 3. INDEMNIFICATION REQUIREMENTS For purposes of this Section 3, the term AUTHORITY means the Des Moines Airport Authority and its appointed officials, agents, employees, volunteers, and others working on its behalf. For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the AUTHORITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys fees and court costs that may be asserted or claimed against, recovered from or suffered by the AUTHORITY by reason of any injury or loss including, but not limited to, personal injury bodily injury including death, property damage including loss of use thereof, and economic damages that arise out of or are in any way connected or associated with Consultant s work or services under this DSM RFQ EA Page 33 of 69

34 Agreement, including that of its officers, agents, employees, subconsultants, subcontractors and others under the control of Consultant, except to the extent caused by or resulting from the sole negligence of the AUTHORITY. For professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the AUTHORITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys fees and court costs and economic damages that may be asserted or claimed against, recovered from or suffered by the AUTHORITY that arise out of any negligent act, error or omission of the Consultant including that of its officers, agents, employees, subconsultants, subcontractors and others under the control of Consultant, except to the extent caused by or resulting from the negligent act or omission of the AUTHORITY. Consultant s obligation to indemnify the AUTHORITY contained in this Agreement is not limited by the amount or type of damages, compensation or benefits payable under any workers compensation acts, disability benefit acts, or other employee benefits acts. The AUTHORITY shall not be liable or in any way responsible for any injury, damage, liability, claim, loss or expense incurred by Consultant arising out of or in any way connected or associated with Consultant s work or services under this Agreement, including that of its officers, agents, employees, subconsultants, subcontractors and others under the control of Consultant, except to the extent caused by or resulting from the sole negligence of the AUTHORITY. Consultant expressly assumes responsibility for any and all damage caused to AUTHORITY property arising out of or in any way connected or associated with Consultant s work or services under this Agreement, including that of its officers, agents, employees, subconsultants, subcontractors and others under the control of Consultant. Consultant shall ensure that its activities on AUTHORITY property will be performed and supervised by adequately trained and qualified personnel and Consultant will observe all applicable safety rules. DSM RFQ EA Page 34 of 69

35 ATTACHMENT No. 3 Certification of Proposer s Insurance Agent Regarding Proposer s Ability to Obtain Required Insurance Coverage I hereby certify that my client, as identified below, will be able to meet all of the insurance requirements of Attachment 2, has been advised of any additional costs associated with doing so, and has agreed to obtain such coverages if selected as the successful proposer of the RFQ to which my client has responded: Legal Name of Proposer: Name/Address/Phone/FAX # of Insurance Agency: Phone FAX Name of Agent/Broker (Print): Signature of Agent/Broker: Date of Signature: Signature of Notary Public: State Seal of Notary Public: DSM RFQ EA Page 35 of 69

36 ATTACHMENT No. 4 DES MOINES INTERNATIONAL AIRPORT MASTER PROFESSIONAL SERVICES AGREEMENT Professional Services Environmental Assessment Study Activity ID #: This Master Professional Services Agreement is entered into between the Des Moines Airport Authority (the "Authority") and Company, Inc., a corporation organized and existing under the laws of the State of Iowa and duly authorized to do business in the State of Iowa (the Consultant ). This master agreement is effective as of, 2018, (the Effective Date ) and expires on, 20 (the Expiration Date ). Recitals The Authority is desirous of obtaining professional planning, engineering and architectural services in connection with the planning of terminal areas (including passenger, cargo and general aviation), at the Des Moines International Airport. On December 14, 2017, the Authority s Director of Engineering advertised for proposals for "Environmental Assessment Study through RFQ No , which included a proposal due date of February 1, 2018, the Request for Qualifications ("RFQ"). The Authority received proposals within the deadline for submission. In accordance with the evaluation criteria set out in the RFQ, an evaluation and selection committee reviewed the timely submitted proposals and determined that the Consultant, which is in the business of providing such services, submitted the best overall proposal based on the requirements of the RFQ. The Consultant is desirous of performing the professional services, and represents that it is in compliance with Iowa statutes relating to the registration of Licensed Architects and Professional Engineers and it is qualified to perform professional services for the Authority. Therefore, the Consultant and the Authority agree as follows: 1. GENERAL (a) PERFORMANCE: Individual Task Orders will be negotiated based on a mutually agreed upon scope of services on a project-by-project basis. No Task Orders will be issued under this Master Agreement prior to the Effective Date or after the Expiration Date. After the Expiration Date, Consultant shall complete the work provided for in Task Orders issued prior to the Expiration Date. The performance of the Consultant is limited to the scope of services outlined in individual Task Orders entered into for each project assigned to the Consultant. Task Orders must be in writing in substantially the form of Exhibit No 1. By entering into this master agreement, the Authority is not obligated to enter into an agreement for services on DSM RFQ EA Page 36 of 69

37 particular projects, or on any projects, with Consultant. Except as specifically modified in a Task Order, the terms of this master agreement together with the listed Exhibits 1 through 5 are incorporated in each Task Order entered into by the parties. (b) (c) (d) AUTHORITY'S AUTHORIZED REPRESENTATIVE: The Executive Director is the chief executive and administrative officer of the Authority, and has general control and management over the affairs of the Authority, subject to the instructions and policies expressed by the Board. The Executive Director is the liaison officer between the Board and the Consultant. The Executive Director has delegated certain administration, general supervision, and approval duties to the Director of Engineering and Planning (the Engineer. ) Final approval and acceptance of Consultant s services will be determined pursuant to the Board s purchasing policy. The Engineer is the Authority's representative for the administration of the services to be performed and the receipt of all communications and information. The Engineer will arrange such conferences as the Engineer deems necessary, secure and obtain all comments, approvals, and notices to proceed from the Authority, and transmit such comments, approvals, and notices to proceed to the Consultant. The Consultant's performance is at all times subject to the general oversight and administrative approval of the Engineer. The Authority will serve as the primary contact and coordinate all aspects of project development with the FAA or State. The Consultant will participate in conferences with the FAA or State as required and will be kept advised and informed about comments and approvals from the FAA on Federally funded and State funded projects. CONFERENCES: As the performance of services progresses, the Consultant shall, at the request of the Engineer, attend conferences to be held from time to time at a mutually convenient location. The Consultant shall prepare and present such information as may be pertinent or necessary to enable the Engineer to pass critical judgment on the features and the progress of the work. The Consultant shall make such changes, amendments, and revisions in the detail of any phase of service that may be required by the Engineer. If alternates or alternatives are to be considered, the Engineer will have the right of selection. The Consultant shall, at the request of the Engineer, appear personally, and prepare and present such documents and explanations to the Authority Board as may be requested. INSURANCE AND INDEMNIFICATION: The Consultant shall purchase and maintain insurance in accordance with the insurance requirements set forth in Attachment 2 to protect the Consultant and the Authority throughout the duration of this agreement. The Consultant shall not commit any act that could invalidate any policy of insurance. The Consultant shall defend, indemnify and hold harmless the Authority in accordance with the indemnification requirements set forth in Attachment No. 2 to the RFQ. DSM RFQ EA Page 37 of 69

38 (e) (f) (g) PROGRESS REPORTS: The Consultant shall furnish the Authority with monthly progress reports specifying the percentage of work completed, together with a description of the work in progress. The Consultant shall also, upon request of the Engineer, furnish the necessary documentation to verify the reported progress. ACCESS TO CONSULTANT'S RECORDS: The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in performing the work covered by this agreement. The Consultant shall provide the Engineer access to the documents and other evidence for the purpose of inspection, audit and copying during normal business hours. The Consultant shall maintain all documents and other evidence for three years from the date of final payment. OWNERSHIP OF DOCUMENTS: The Consultant agrees that the Authority is the sole and exclusive owner of all designs, design plans, images, drawings, models, survey notes, reports, specifications, studies, records and other data and documents, in whatever form, prepared under this agreement (the "Design Documents"). The Consultant hereby irrevocably assigns, transfers and conveys to the Authority all right, title and interest in and to the Design Documents and all intellectual property rights and proprietary rights arising out of the Design Documents, including copyrights, patents, trademarks, and derivative works and interests; provided, however, that Consultant retains the right to use all of its standard details, plans, specifications, methodologies, tools, and engineering computation documents, whether in written or electronic form, which have been incorporated into the Design Documents, but which were developed by the Consultant independent of this contract. The Consultant warrants to the Authority that the Design Documents will be free from any claims or encumbrances of intellectual property or proprietary rights of the Consultant and any third party, including any employee, agent, contractor, sub-consultant, subcontractor, subsidiary or affiliate of Consultant. Upon completion or termination of this agreement, the Consultant shall immediately turn over to the Authority all Design Documents not previously delivered to the Authority. Consultant shall be allowed to keep one copy of the Design Documents for its project archive. To the extent any of the Consultant's rights in the Design Documents are not subject to assignment or transfer, including any moral rights and any rights of attribution and integrity, the Consultant hereby irrevocably and unconditionally waives such rights, and the enforcement of them, and agrees not to challenge the Authority's rights in and to the Design Documents. The Authority agrees not to re-use the Design Documents in the construction of another project without the prior approval of the Consultant, except that the Authority may use the Design Documents without the prior approval of the DSM RFQ EA Page 38 of 69

39 Consultant, as long as the Authority indemnifies and defends the Consultant against any claim for negligent design relating to its use of the Design Documents. (h) (i) (j) FEDERAL OR OTHER REQUIREMENTS: On projects receiving federal funding, the Consultant shall comply with the Required Federal Clauses for Professional Service Contracts attached hereto as Exhibit No. 4. The FAA, state of Iowa and/or TSA shall have the right to participate in conferences between the Consultant and the Authority and to participate in the review or examination of the work in progress. TERMINATION: The Authority may suspend or terminate the services of the Consultant at any time. If the Authority desires to suspend or terminate the services of the Consultant, the suspension or termination will be effected by the Authority sending the Consultant written notice. The Authority shall pay for services satisfactorily rendered by the Consultant to the date of termination. CHANGES IN SCOPE OF SERVICES (1) Extra Work: The Consultant shall not perform extra work without first receiving authorization from the Authority in writing in a Task Order. At the discretion of the Authority, work not called out in this agreement, or work that is considered to be beyond the extent of a reasonable exploration of alternates, or "trial and error" solutions in design procedure, may be classed as extra work. Extra work will usually be of limited extent and may consist of: (A) (B) The introduction of new items of work beyond the stated Scope of Services. Redesign or detailing required by a change of concept, made after a prior authorization to proceed, that causes an appreciable loss of work accomplished. This item consists of work required to revise plans or documents to the state of completion obtained prior to an order for change. At the option of the Authority, payment for extra work may be made on a fixed price; a cost plus a fixed fee; a time and materials; or other basis. If the Consultant is of the opinion that any work the Consultant has been directed to perform is beyond a Task Order scope of services and constitutes extra work, the Consultant shall promptly notify the Authority in writing. In the event the Authority determines that the work does constitute extra work, the Authority may either withdraw the direction or provide extra compensation to the Consultant as provided for above. The Consultant shall not perform extra work without receiving a written order from the Authority in advance. DSM RFQ EA Page 39 of 69

40 (2) Deletion of Work: Authorization for deletion of work will be evidenced by the Authority in writing. At the discretion of the Authority, work items listed in a Task Order may be deleted from the work. Any reduction to the Consultant's compensation as a result of the deletion will be based on the estimated cost to perform the deleted work. In the event that the Consultant has performed authorized work on the deleted items prior to deletion, the cost of the work performed will be retained in the Consultant's compensation. (k) NONDISCRIMINATION: The Consultant hereby acknowledges and agrees: (1) Not to discriminate against any employees or applicants for employment on the basis of age, race, religion, creed, color, sex, sexual orientation, gender identity, national origin, ancestry or disability. (2) To include this provision in all subcontracts for services. (l) SUBLETTING OR ASSIGNMENT: The Consultant shall not sublet, assign, or otherwise dispose of any portion of the services without prior written permission to sublet signed by the Authority Engineer. Requests for permission to sublet must be in writing, specifying the organization that will perform the work, the work to be performed, and the dollar amount of the work to be performed. When requested by the Engineer, the Consultant shall provide a written report showing that the organization that will perform the work is particularly experienced and equipped for such work. Consent by the Authority for the Consultant to sublet, assign or otherwise dispose of any portion of the work, will not relieve the Consultant of any responsibility to perform under this agreement, nor will it in any way create a contractual relationship between the Authority and the sub consultant. The Consultant shall include in and make a part of all sub agreements all portions of this agreement that relate to the sub consultants' work including the Nondiscrimination portions of this Agreement. The following listed sub consultants are deemed to be approved when this agreement is executed: Sub consultants listed (m) CLOSE-OUT OF AGREEMENT: Upon completion or termination of each Task Order, the Consultant shall provide the Authority the following documents: (1) The Design Documents listed in section l(g). (2) A final invoice. (3) A written report showing the actual amounts the Consultant paid to DBE/TSB organizations to perform any of the Services. DSM RFQ EA Page 40 of 69

41 (n) LAWS, REGULATIONS AND CODES: The Consultant hereby agrees that: (1) All work done as part of this agreement will comply with all current federal, state, and local laws, rules, regulations and codes. (2) All design and survey work will be performed under the direction and control of an engineer, surveyor, or architect licensed in Iowa. Engineering, architectural, and land surveying documents, including plans, specifications, and reports, will be sealed by an engineer, surveyor, or architect licensed in Iowa. (o) ATTORNEYS' FEES, GOVERNING LAW, AND WAIVER OF JURY TRIAL (1) ATTORNEYS' FEES AND COSTS: If a dispute arises between the Authority and the Consultant regarding the performance of this agreement or damages suffered by a breach of this agreement, and if the dispute results in the filing of a legal action or demand for arbitration, mediation, or other form of alternative dispute resolution, and if the Authority prevails in whole or in part, the Consultant shall pay all of the Authority's costs and expenses, including, but not limited to, reasonable attorney's fees, out-of-pocket expenses, expert witness fees and costs, costs of depositions, costs to collect any judgments or awards, and all other costs and expenses of the proceedings. (2) GOVERNING LAW AND FORUM: This agreement and all claims or disputes arising out of or relating to this agreement or its subject matter are governed by the laws of the State of Iowa, without regard to its conflict of laws provisions, and any action, claim or proceeding arising out of or relating to this agreement must be brought in the Iowa District Court for Polk County, Iowa or the United States District Court for the Southern District of Iowa, Central Division. Each party hereby waives any objection, including any objection based upon improper venue or forum non conveniens, that it may have, now or in the future, to the bringing of any action, claim or proceeding in the Iowa District Court for Polk County, Iowa or the United States District Court for the Southern District of Iowa, Central Division. (3) WAIVER OF JURY TRIAL: Each of the parties hereby irrevocably and unconditionally waives all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this agreement. (p) DEFENSE COOPERATION: In the event that the Authority has to defend any claim or legal action relating to or resulting from goods or services to be supplied under this agreement, the Consultant shall cooperate fully with the Authority in DSM RFQ EA Page 41 of 69

42 defending such claim or action, including responding timely to all requests by the Authority. Unless there is a claim that Consultant is at fault in whole or in part, Authority shall reimburse Consultant for time and expenses incurred in defense of Authority in accordance with the rate schedule included as Attachment 2 of this agreement. (q) AUTHORITY POLICY AND PROCEDURES: The Consultant shall conform to the Engineer's directions regarding policies and procedures as they relate to matters under this agreement, including: (1) Invoices and billings for service. (2) Design standards and specifications. (3) Standard formats for reports, plans, and specifications: (A) (B) (C) Plan Sheets: 11"x 17" preferred and 24"x36" maximum size in Bentley Microstation digital format preferred or alternate AutoCad format. Reports and specifications: 8.5"x 11" in Microsoft Word digital format. Other formats only upon special approval of the Authority Engineer. (4) Plan-review process including site-plan and review by Boards and Commissions. (5) Include Authority Activity ID on all documents related to this agreement. (r) NOTICE TO PROCEED: The Consultant shall not begin work until a written notice to proceed is issued by the Authority Engineer. If a Task Order provides for the work to be completed in phases, a notice to proceed will be issued for each phase. 2. SCOPE OF SERVICES (a) (b) SERVICES PROVIDED BY CONSULTANT: The Consultant shall perform the Scope of Services specified in each Task Order issued pursuant to this agreement. OBLIGATION OF AUTHORITY TO CONSULTANT: The Authority shall: DSM RFQ EA Page 42 of 69

43 (1) Provide available information, such as topography, site plans, building plans, mapping, and other information that is mutually agreed upon as pertinent to the project. (2) Designate a liaison officer from the Authority who will work directly with the Consultant to coordinate the collection of Authority-supplied data, arrange for meetings, and be responsible for general coordination between the Authority and the Consultant. 3 COMPENSATION: The Authority shall compensate the Consultant as follows: (a) (b) (c) LUMP SUM: Compensation to the Consultant for all services under this Agreement shall be on the basis of lump sum fee. The fee will be established in each Task Order. The total compensation for the project services shall not exceed the value established within the Task Order without prior approval of the Authority. INVOICING AND PAYMENT PROCEDURES: Consultant shall invoice monthly based on percentage complete for each task. Each Task Order will establish a detailed schedule of values for the scope of work. Invoices shall be due and payable within 30 calendar days. If the Authority objects to any invoice submitted by Consultant, Authority shall so advise Consultant in writing giving reasons therefor within seven (7) days of receipt of such invoice. If any invoice submitted by Consultant is disputed by Authority, only that portion so disputed may be withheld from payment. TERMINATION: In the event of a termination under section l(i), the Authority shall compensate the Consultant as follows: (1) If this agreement is terminated at the completion of any phase of service, compensation will be the sum of the fees for each phase completed. (2) If this agreement is terminated during any phase of service, compensation will be the sum of fees for each phase completed plus compensation for services satisfactorily rendered during that phase of work not completed. Compensation for services rendered will be based on the Consultant's standard hourly rates plus compensation due sub consultants for services rendered during that phase of work not completed plus reimbursable expenses related to that phase of service not completed, plus termination expenses. DSM RFQ EA Page 43 of 69

44 (3) Termination expenses means salary costs and reimbursable expenses directly attributable to termination. (d) DEFINITIONS: The following definitions apply: (1) Salary costs used as a basis for payment means salaries and wages (basic and incentive) paid to the Consultant's personnel engaged directly on the project, including, but not limited to, engineers, architects, surveyors, designers, technicians, specification writers, estimators, other technical and business personnel; plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay and other group benefits. (2) Reimbursable expenses mean the direct non-salary expenses incurred by the Consultant that are directly attributable and properly allocable to the work. Reimbursable expenses are not included in the overhead expense pool and may include: travel and subsistence, reproductions, computer charges, materials and supplies. Reimbursable expenses will be at Consultant s costs, without any markups. To the extent air travel is necessary for Authority business, the Authority will only reimburse the Consultant for "coach" fare, related baggage fees, parking, cab fare and/or rental car expenses. 4. COMPLETION OF WORK: The Consultant shall complete all services on or before the dates specified in Task Orders, provided no unforeseen delays beyond the control of the Consultant occur. 5. PRIMARY CONTACTS FOR THIS AGREEMENT: The Engineer has designated the primary contact person for the Authority as Bryan Belt, , bmbelt@dsmairport.com. The Consultant shall address any correspondence directly to Bryan Belt. The primary contact person for (company) is (contact person), (Title), (Address, Phone #, address). Any future correspondence from the Authority, such as payments, contracts, etc., shall be directed to Phil Hannon. 6. NOTICES: Notices required herein must be given by registered or certified mail, return receipt requested, by depositing the same in the United States mail in the United States, postage prepaid, or by certified overnight delivery via a commercial carrier. Either party has the right, by giving written notice to the other in accordance with this Section, to change the address at which its notices are to be received. Until any change is made, notices are to be delivered as follows: DSM RFQ EA Page 44 of 69

45 Authority: Mr. Bryan Belt Director of Engineering and Planning Des Moines Airport Authority 5800 Fleur Drive, Room 201 Des Moines, Iowa Telephone: (515) Consultant: Personal Title Company Address City, State Tel: # Any notice given by registered or certified mail, return receipt requested, or by overnight delivery will be effective upon receipt by the addressee as shown on the mail or delivery receipt. If notice is given in any other manner or at any other place, it must also be given at the place and in the manner specified above. The parties are executing this Master Agreement on, DES MOINES AIRPORT AUTHORITY Consultant. By: Liz Ward, Board Chairperson By: Name, Title ATTEST: Mary Benson Staff Assistant Secretary Exhibits: 1. Sample Task Order 2. Company Rate Schedule 3. Authority's Responsibility 4. Required Federal Clauses for Professional Services Contracts DSM RFQ EA Page 45 of 69

46 EXHIBIT NO. 1 (SAMPLE TASK ORDER) TASK ORDER NO. In accordance with Section 1(a) of the Master Professional Services Agreement between Authority and Consultant for professional services dated, 201_ ( Contract ), Authority and Consultant agree as follows: Specific Project Data A. Title: B. Description: 1. Services of Consultant See Exhibit A 2. Authority s Responsibilities (Incorporate applicable information) 3. Times for Rendering Services Phase Completion Date 4. Payments to Engineer 5. List of Sub Consultants as it pertains to this Task Order DSM RFQ EA Page 46 of 69

47 METHOD OF PAYMENT, LUMP SUM: The total compensation for services identified under Section 1 of this Task Order is $ based on the following distribution: PHASE Study and Report Preliminary Design Final Design Bidding Total COMPENSATION METHOD OF PAYMENT, DIRECT LABOR COSTS TIMES A FACTOR: The following estimated cost for Construction Administration Services is based on a maximum of a ( ) (working/calendar) day construction period. In the event the construction period exceeds this time frame; any additional Construction Administration Services shall be renegotiated. Direct Labor Overhead Non-Salary Expenses Subtotal Subcontractors Total Costs Fixed Payment Total The following estimated cost for Construction Observation/Resident Project Services, is based on a maximum of a ( ) working/calendar day construction period. In the event the construction period exceeds this time frame; any additional Resident Project Services will be renegotiated. Direct Labor Overhead Non-Salary Expenses Subtotal Subcontractors Total Costs Fixed Payment Total DSM RFQ EA Page 47 of 69

48 Compensation for construction period services described in Exhibit A, "Engineering Services Scope of Work will be a cost-plus-a-fixed-payment method of payment: The fixed payment for the scope of work included in this Task Order is NTE Amount_, provided the costs remain under a specified ceiling of _. Should the scope of work described by this Task Order change, the upper limit of the costs NTE Amount, as well as the fixed payment, will be renegotiated as applicable to the revised scope. This estimated cost was computed using the scope of work previously referenced and the rate schedules for the persons expected to perform the work. The appropriate rate schedules for this Task Order are particularly described Attachment 2 to the Master Agreement. No, attachment 2 is standard hourly rates by classification, fully burdened. The rates in a cost plus agreement are the hourly salary rates, with an overhead and profit percentage that is negotiated with each Task Order. Summary of Estimated Costs Total Costs Fixed Payment Overall Total METHOD OF PAYMENT, STANDARD HOURLY RATES: 1. The Standard Hourly Rates are as shown on Attachment No. 2 to the Master Agreement. 2. The total compensation for services identified under Section 1 of this Task Order will be $ based on the following distribution: PHASE Study and Report Special Services Total COMPENSATION Approval and Acceptance: Consultant is authorized to begin performance upon its receipt of a copy of this Task Order signed by Authority. The Effective Date of this Task Order is,. DSM RFQ EA Page 48 of 69

49 AUTHORITY: Des Moines Airport Authority CONSULTANT: Name Signature Date Signature Date Name Name Title Designated Representative for Task Order: Title Designated Representative for Task Order: Name Name Title Title DSM RFQ EA Page 49 of 69

50 EXHIBIT NO. 2 Consulting Firm 2018 STANDARD HOURLY RATE SCHEDULE CLASSIFICATION HOURLY RATE Project Director Project Manager III Project Manager II Project Manager I Project Scientist Project Advisor Lead Engineer Project Engineer III Project Engineer II Project Engineer I Staff Engineer III Staff Engineer II Staff Engineer I Lead Technician Engineering Technician III Engineering Technician II Engineering Technician I CAD Technician Construction Manager Lead Field Technician Field Technician III Field Technician II Field Technician I Land Surveyor Administrative Assistant Title Hourly Rate $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ REIMBURSABLE EXPENSES 1. All materials and supplies used in the performance of work on this project will be billed at cost. 2. Auto mileage will be reimbursed per the standard mileage reimbursement established by the Internal Revenue Service. Service vehicle mileage will be reimbursed on the basis of $_. per mile. 3. Charges for outside services such as soils and materials testing, fiscal, legal will be billed at their invoice cost. 4. All other direct expenses will be invoiced at cost. DSM RFQ EA Page 50 of 69

51 Exhibit No. 3 AUTHORITY'S RESPONSIBILITY A. To permit the Consultant to perform the services required hereunder, the Authority shall supply in proper time and sequence the following at no expense to the Consultant: 1. Identify a person who will receive information for the Authority with respect to the services to be rendered under this Contract. Such person shall have authority to transmit instructions, receive instructions, receive information, interpret and define the Authority's policies with respect to the Consultant's services. 2. Furnish, as required for performance of the Consultant's services (except to the extent provided otherwise in Attachment No. 1 or in future Task Orders), existing relevant data in Authority s possession, which may include, core borings, probings and subsurface explorations, hydrographic and geohydrologic surveys, laboratory tests, and inspections of samples, materials and equipment; appropriate professional interpretations of all of the foregoing; environmental assessment and impact statements; property, boundary easement, right of-way, topographic and utility surveys; property descriptions; zoning, deed, and other land use restriction; and other special data not covered in Attachment No. 1 or in future Task Orders. 3. Provide access to and make all provisions for the Consultant to enter upon Authority owned or controlled property as required to perform the work. 4. Act as liaison with other agencies to carry out necessary coordination and negotiations; furnish approvals and permits from all governmental authorities having jurisdiction over the Project; and such approvals and consents from others as may be necessary for completion of the Project. 5. Examine all reports, sketches, drawings, specifications and other documents prepared and presented by the Consultant, obtain advice of an attorney, insurance counselor or others as the Authority deems necessary for such examination, and inform Consultant of decisions pertaining thereto within a reasonable time so as not to delay the services of the Consultant. 6. Give prompt written notice to the Consultant whenever the Authority observes or otherwise becomes aware of any development that affects the scope or timing of the Consultant's services or any defect in the work of Construction Contractor(s), consultants, or the Consultant. 7. If the Consultant encounters, or reasonably suspects that it has encountered, asbestos, or pollution, including soil contamination in the Project area, the Consultant shall cease activity in the area and promptly notify the Authority. Unless otherwise specifically provided in this Task Order or in future Task Orders, the services to be provided by the Consultant do not include identification of asbestos or DSM RFQ EA Page 51 of 69

52 pollution, including soil contamination and the Consultant has no duty to identify or attempt to identify the same in the Project area. 8. Provide available "record" drawings and specifications for all existing physical plants or facilities, which are pertinent to the Project. 9. Provide other services, materials, or data as may be set forth in this Task Order or in future Task Orders. DSM RFQ EA Page 52 of 69

53 Exhibit No. 4 Required Federal Clauses for Professional Services Contracts Updated: October 26, 2017 F ED ER A L C O NT R AC T P RO VIS IO N S F O R A /E AG R EEM E N T S A L L R E F E R E N C E S M A D E H E R EI N T O C ON T R A C T OR, P R I ME C O N TR A C TO R, B I D DE R, AN D O F FE R O R S H A L L P E R T A I N T O T H E A R CH I T E CT /E N G I N EER ( A / E ). A L L R E F E R E N C E S M A D E H E R EI N T O S U B CO N T R A CT O R, S UB - T IE R T ON T R A C T OR O R L O W E R T IE R C O N TR A C TO R S H A L L P E R TA I N TO A N Y S UB C O N SU L T A NT U N D E R CO N T R A CT W I T H T HE A / E. A L L R E F E R E N C E S M A D E H E R EI N T O S P O N SO R AN D O W N E R S H A L L P E R T A I N TO TH E S T A T E, C IT Y, A I R P O R T A U T HO R I T Y O R O T HE R P U B L IC E N T IT Y E XE C U T I N G C O N T R A C T S W I T H T HE A / E. ACCESS TO RECORDS AND REPORTS Reference: 2 CFR , 2 CFR , and FAA Order The contractor must maintain an acceptable cost accounting system. The contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representative s access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. CIVIL RIGHTS GENERAL Reference: 49 USC The contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractor and sub-tier 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 CIVIL RIGHTS TITLE VI ASSURANCE Reference: 49 USC and FAA Order A) Title VI Solicitation Notice DSM RFQ EA Page 53 of 69

54 The (Name of Sponsor), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. B) Title VI Clauses for Compliance with Nondiscrimination Requirements During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the contractor ) agrees as follows: 1) Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they maybe amended from time to time, which are herein incorporated by reference and made a part of this contract. 2) Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4) Information and Reports: The contractor will provide all information and reports required by the Nondiscrimination Acts and Authorities, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will setforth what efforts it has made to obtain the information. 5) Sanctions for Noncompliance: In the event of a contractor s noncompliance with the Nondiscrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the contractor under the contract until the contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6) Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Nondiscrimination Acts and Authorities, and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter DSM RFQ EA Page 54 of 69

55 into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. C) Title VI List of Pertinent Nondiscrimination Authorities During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the contractor ) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252),(prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of The Department of Transportation Effectuation of Title VI of The Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL ), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or activities to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C ) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration s Non-discrimination statute (49 U.S.C ) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C et seq). DSM RFQ EA Page 55 of 69

56 DISADVANTAGED BUSINESS ENTERPRISE Reference: 49 CFR part 26 Contract Assurance ( 26.13) - The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carryout applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Prompt Payment ( 26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) calendar days from the receipt of each payment the prime contractor receives from the Sponsor. The prime contractor agrees further to return retainage payments to each subcontractor within thirty (30) calendar days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Sponsor. This clause applies to both DBE and non-dbe subcontractors. ENERGY CONSERVATION REQUIREMENTS Reference: 2 CFR 200, Appendix II (H) Contractor and each subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C et seq). FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) Reference: 29 USC 201, et seq. All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The contractor/consultant has full responsibility to monitor compliance to the referenced statute or regulation. The contractor/consultant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor Wage and Hour Division. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 Reference: 20 CFR part 1910 All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Contractor retains full responsibility to monitor its compliance and their subcontractor s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor Occupational Safety and Health Administration. DSM RFQ EA Page 56 of 69

57 RIGHT TO INVENTIONS Reference: 2 CFR 200 Appendix II (F) and 37 CFR 401 Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Owner in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR Contractor must include this requirement in all sub-tier contracts involving experimental, developmental or research work. SEISMIC SAFETY Reference: 49 CFR part 41 In the performance of design services, the Consultant agrees to furnish a building design and associated construction specification that conform to a building code standard which provides a level of seismic safety substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their building code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design services, the Consultant agrees to furnish the Owner a certification of compliance that attests conformance of the building design and the construction specifications with the seismic standards of NEHRP or an equivalent building code. TRADE RESTRICTION CERTIFICATION Reference: 49 USC and 49 CFR part 30 By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror: a) 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 as published by the Office of the United States Trade Representative (U.S.T.R.); b) 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 included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and c) has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. 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 The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. DSM RFQ EA Page 57 of 69

58 Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: a) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or b) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or c) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; 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. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. VETERAN S PREFERENCE Reference: 49 USC 47112(c) In the employment of labor (excluding executive, administrative, and supervisory positions), the contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. DISTRACTED DRIVING PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $3,500 Reference: Executive Order and DOT Order In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order Text Messaging While Driving (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The DSM RFQ EA Page 58 of 69

59 Contractor must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. TERMINATION OF CONTRACT Reference: 2 CFR 200 Appendix II (B) Termination for Convenience PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $10,000 The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. Termination by Default Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1) Perform the services within the time specified in this contract or by Owner approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. DSM RFQ EA Page 59 of 69

60 Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1) Defaults on its obligations under this Agreement; 2) Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3) Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner s breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. DEBARMENT AND SUSPENSION PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $25,000 Reference: 2 CFR part 180 (Subpart C), 2 CFR part 1200, and DOT Order By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the bidder or offeror submits its proposal that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a covered transaction, must verify each lower tier participant of a covered transaction under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1) Checking the System for Award Management at website: 2) Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3) Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that a lower tier participant failed to tell a higher tier that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy, including suspension and debarment. DSM RFQ EA Page 60 of 69

61 PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $100,000 CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS Reference: 2 CFR 200 Appendix II (E) 1) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) above, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3) Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4) Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES Reference: 31 U.S.C Byrd Anti-Lobbying Amendment; 2 CFR part 200, Appendix II (J); and 49 CFR part 20, Appendix A The bidder or offeror certifies by signing and submitting this bid or proposal, 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 Bidder or Offeror, 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 DSM RFQ EA Page 61 of 69

62 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 influencing or attempting to influence 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, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. 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 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. BREACH OF CONTRACT TERMS Reference: 2 CFR 200 Appendix II (A) PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $150,000 Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. CLEAN AIR AND WATER POLLUTION CONTROL Reference: 2 CFR 200 Appendix II (G) Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C q) and the Federal Water Pollution Control Act as amended (33 U.S.C ). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts that exceeds $150,000. DSM RFQ EA Page 62 of 69

63 Attachment No. 5 Terminal Programming Study - Environmental Review and Documentation December 2017 DSM RFQ EA Page 63 of 69