Request for Qualifications (RFQ) for

Transcription

1 Request for Qualifications (RFQ) for Sustainability Management Plan Consulting Services at the Norman Y. Mineta San José International Airport SJC City of San José, CA February 16th, 2018 The City of San José (City) invites interested consultants to submit a Statement of Qualifications (SOQ) for professional consultant services to develop a Sustainability Management Plan (SMP) for the Norman Y. Mineta San José International Airport. RFQ Issue Date: 02/16/2018 SOQ Due Date: Contact Information: 03/09/2018 (5 p.m. PST) Norman Y. Mineta San José International Airport Attn: Patrick Hansen 1701 Airport Boulevard, Suite B-1130 San José, CA Deadline for Questions: 02/23/2018 This RFQ is posted at BidSync ( a third party online platform for the advertisement of government quotes, bids and proposals, and also at (see Business page for link). It is the responsibility of interested consultants to comply with the SOQ submittal requirements presented in Section III of this RFQ in order to be considered for these services.

2 RFQ SJC Consulting Services for Sustainability Management Plan Page 2 of BACKGROUND / OVERVIEW The Norman Y. Mineta San José International Airport (Airport) is a medium-hub serving Silicon Valley and much of the greater San Francisco Bay region. The Airport is owned and operated by the City and is situated on a 1,000-acre site with facilities serving commercial air carriers and general aviation. In addition, the City also owns approximately 120 acres directly to the south of the Airport, generally bounded by Interstate 880, the Guadalupe River, and Coleman Avenue, commonly referred to as Guadalupe Gardens. Airport has already implemented numerous environmental sustainability practices, programs and policies, such as green building practices, alternative fuel programs, low emissions grant programs, waste reduction and recycling programs, water efficient practices, and wildlife protection programs. In addition, SJC also has a robust environmental compliance program to ensure compliance with regulations for air quality, hazardous materials and waste, stormwater quality and management, underground storage tanks, and spill prevention control and counter measure. Additional information about environmental sustainability and compliance programs, practices and policies is available at The goal of the SMP is to assist the Airport in pursuing a greater level of participation in sustainability efforts, carbon neutrality programs, and cultural change to advance the Airport s environmental stewardship by recommending and enhancing current sustainability measures. This will include the creation of a Sustainability Team, which will consist of the environmental Consultant and a cross-section of Airport employees. The Consultant will review current programs, practices, and policies to look for opportunities to improve and expand the efficiency of environmental sustainability at the Airport. The Consultant shall include in its SMP the Guadalupe Gardens area. A map of the Airport, including the Guadalupe Gardens, is included as an attachment to the exemplar standard consultant agreement, which is further described herein. The collaborative team approach, facilitated and guided by the Consultant, will foster the development of sustainability policies, recommend sustainability initiatives, establish goals for each initiative, and develop time-bound measures of success for each goal. The Consultant will research and review existing sustainability plans, programs, and practices that are already implemented at other medium to large-hub airports in the United States, and make recommendations for potential opportunities at Airport. The Consultant will also review existing plans and policies adopted by the City of San José and aviation industry standards and guidelines to ensure the SMP meets all existing requirements and guidelines. The Consultant will ultimately provide a comprehensive SMP by an estimated date of May In addition, the Consultant will include a detailed implementation plan with future cost estimates, funding opportunities and recommended actions in the strategic initiatives. The Consultant will also work with Airport staff to integrate and implement the new programs, practices and policies. The Airport s Environmental Program Manager will be responsible for the long-term implementation of the SMP Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

3 RFQ SJC Consulting Services for Sustainability Management Plan Page 3 of DESCRIPTION OF SERVICES 2.1 Type of Agreement/AIP Funding The following indicates the type of agreement that will result from this procurement and whether any services will be paid for with Federal Airport Improvement Program (AIP) funds. Standard Consultant Agreement: This procurement is for a standard consultant agreement, which sets forth a specific scope of services and the compensation for such services. The services provided by the consultant: Will be paid for in whole or part with AIP funds. Will NOT be paid for with AIP funds. Master Consultant Agreement: This procurement is for a master consultant agreement. The consultant will provide services and be compensated for such services - pursuant to various service orders issued in accordance with the master consultant agreement. Some service orders may be paid for in whole or part with AIP funds. None of the service order will be paid for with AIP funds. 2.2 Agreement Budget The total costs to develop the SMP and complete all the requirements, tasks, and deliverables outlined in the Scope of Services shall not exceed the maximum total budget of Two-Hundred and Fifty Thousand Dollars ($250,000) and the term shall not exceed three (3) years Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

4 RFQ SJC Consulting Services for Sustainability Management Plan Page 4 of Scope of Services The successful submittals for this procurement shall demonstrate that the Consultant has the appropriate professional and technical background, as well as access to resources to fulfill the stated Scope of Services. The Consultant shall provide all labor, tools, and equipment necessary to develop the SMP and additional services as described herein: A. Environmental Sustainability Workgroup a. Facilitate an onsite Sustainability Workgroup Orientation Meeting to provide an overview of the SMP development process. b. Facilitate monthly Sustainability Workgroup meetings for the duration of the development of the SMP, with a minimum of seven (7) onsite meetings as directed by the Airport. The meetings are inclusive of Sections 2.3A through 2.3E of this Scope of Services only. B. Assessment of Current Environmental Programs, Practices, and Policies a. Review the Airport s current environmental and sustainability programs, policies, and practices. b. Analyze current energy use and emissions at the Airport. c. Conduct group interviews of Airport staff and Airport Tenants in various divisions, workgroups, and industries to assess the level of understanding and participation in current environmental programs, policies, and practices at the Airport. C. Research and Review comparable Airport s SMPs, Current City of San José Plans and Policies, and Aviation Industry Standards for SMPs a. Research and review SMPs from other medium to large-hub airports. A minimum of five (5) comparable airports is expected. b. Review and analyze current City of San José, state, and federal policies and plans related to sustainability including, but not limited to: Airport General Plan, San José s Green Vision, San José s SMART City Vision, Climate Smart San José, and Envision San José 2040 General Plan, etc. c. Review and analyze aviation industry standards and guidance for developing SMPs which may include, FAA guidance on developing SMPs, Airport Cooperative Research Programs (ACRP) guidance for airports developing SMPs, Airport Carbon Accreditation Program guidelines, Climate Action Plans, International Organization for Standardization (ISO) standards and Environmental Management Systems, Envision Sustainability Model, EONS Model for Sustainability, and the Triple Bottom Line concept of economic development, environmental stewardship, and social responsibility. D. Review and Analyze Current Funding Sources for Environmental Sustainability Programs and Identify Potential New Funding Sources 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

5 RFQ SJC Consulting Services for Sustainability Management Plan Page 5 of 28 a. Provide cost estimates with detailed breakdowns for Environmental Sustainability Programs. b. Review and analyze current funding sources and identify areas of potential cost saving opportunities. c. Identify new potential sources of funding or income for environmental sustainability programs. d. Anticipate future costs and potential cost-savings of implementing new environmental sustainability programs, policies, and practices. e. Provide summary/report of findings of current and future funding sources and costsaving opportunities. E. Provide Recommendations Based on Research and Findings a. Provide short-term (1-3 years) and long-term (3-10 years) recommendations with milestones to improve sustainability at SJC with the focus on improving efforts in the following categories: i. Air Quality and Reducing Greenhouse Gas Emissions Reduce emissions and optimize efficiency within our vehicle fleet. ii. Renewable and Energy Efficient Technologies Apply a greater focus on reducing energy demand and apply low energy designs to capital projects. iii. Water Conservation Reduce water consumption and increase use of reclaimed water. iv. Green Construction Invest in public infrastructure that supports the sustainability goals and develop a process to analyze the lifecycle cost during the capital planning phases with a sustainable focus. v. Protect Native Habitats Protect and/or provide replacement habitats of species impacted by Airport development. b. Present findings and recommendations to the Sustainability Workgroup and propose next steps/action items. c. Collect feedback from Sustainability Workgroup and respond to feedback. F. Final Airport SMP Document and Implementation a. Produce and deliver an engaging, and comprehensive SMP, with graphics, charts, and graphs, tailored specifically to San José International Airport by an estimated date of May b. Provide three (3) printed copies of the Final SMP. c. Provide an electronic copy of the Final SMP in both Adobe pdf and Microsoft Word formats. d. Produce and deliver an onsite engaging, attractive, easy-to-follow, public-facing PowerPoint presentation to the Sustainability Workgroup. Presentation should serve as a template to be used for future presentations on sustainability programs, policies, and practices at the Airport. Provide an Electronic copy of the PowerPoint presentation. e. Provide a framework for an adaptive management approach and revisions to the SMP in the future Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

6 RFQ SJC Consulting Services for Sustainability Management Plan Page 6 of 28 G. Annual Sustainability Report a. Develop and provide a framework/template for an Annual Sustainability Report and assist Airport Staff with writing the first Annual Sustainability Report in June of Cost Estimating Procedure. The Consultant must perform any cost estimating services in accordance with the City s Department of Public Works Project Management Manual Cost Estimating Procedure, Number 103, dated July 10, 2006 (Attachment B). 2.5 Schedule (dates after the SOQ submittal deadline may be refined) RFQ Issued: 02/16/2018 Deadline for Questions: 02/23/2018 Addendum Posting: 02/28/2018 (5 p.m. PST) SOQ Submittal Deadline: 03/09/2018, 2018 (5 p.m. PST) Estimated Date of Short List By end of March, 2018 Interviews (if any) and Selection: 3. EVALUATING STATEMENT OF QUALIFICATIONS 3.1. Responsiveness of Submission A SOQ that is not current, accurate and/or completed in accordance with the requirements of this procurement will be deemed non-responsive and will be eliminated by the City from further consideration. Notwithstanding the foregoing, the City reserves the right to waive minor irregularities in a SOQ Supplemental Information The City reserves the right to require any or all Consultants to provide supplemental information clarifying the submitted materials Consideration of Information outside the Submission The City has the right to conduct a further and independent investigation of the information provided in an SOQ. This includes contacting and speaking with references. The evaluation panel may use any relevant information gathered by such investigation - and any other relevant information that comes to the attention of the City - to evaluate a Consultant Minimum Qualifications and Experience The Consultant must meet the following Minimum Qualifications and requirements for the SOQ to be submitted for further evaluation: 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

7 RFQ SJC Consulting Services for Sustainability Management Plan Page 7 of 28 Within 5 years of the RFQ Issued date, have completed drafting a minimum of three (3) sustainability management plans, environmental sustainability plans, and/ or similar plans, for a medium-large size airport, port, or other major transportation center. Experience assessing and analyzing funding sources and assisting clients in pursuing funding opportunities. Expertise in greenhouse emission analysis, modeling, and reporting standards, including airport carbon accreditation. Expertise in energy efficiency and renewable energy strategies. Expertise in waste reduction and recycling programs and strategies. Expertise in water conservation and sustainable supply strategies. Knowledge of applicable regional, state, federal, and global environmental legislation and regulations. Knowledge of FAA regulations, guidelines, and requirements in relation to sustainability management plans. Knowledge of innovative environmental initiatives and policies that might present opportunities to improve and enhance sustainability programs, practices, and policies at Airport Evaluation Panel The City will establish an evaluation panel of up to four (4) members to review SOQs that have met the Minimum Qualifications. Using the Evaluation Criteria, each member of the evaluation panel will independently evaluate each submission and will score the SOQs according to the Evaluation Criteria. A Consultant s numerical score will be the average of the numerical scores given by the members of the evaluation panel for that Consultant. The SOQs will be ranked from highest to lowest based on their respective numerical scores Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

8 RFQ SJC Consulting Services for Sustainability Management Plan Page 8 of Evaluation Criteria Each member of the evaluation panel will independently evaluate each SOQs using a 100 point system. Points will be assigned based on the following criteria and criteria weights: Evaluation Criteria Submittal Requirements and Minimum Qualifications Possible Points Pass/Fail Technical Evaluation Criteria Expertise Team Resumes, Firm Profile and Organizational Chart 20 Experience Past Projects 40 Approach Communication, Recommended Solutions, Team Selection Process 30 Non-Technical Criteria Preferences Local Business Enterprise 5 Small Business Enterprise 5 TOTAL Interviews After evaluating and scoring the SOQs, the City may in its sole discretion decide to conduct oral interviews of some or all of the prospective Consultants before making its final ranking. If the City decides to conduct oral interviews, it will do so as follows: The City will determine how many of the highest ranked Consultants it will interview. The City will interview the highest ranked Consultants within the number of Consultants it decides to interview. For example, if the City decides to interview four (4) Consultants, it will interview the four (4) highest ranked Consultants. The City will establish an interview panel consisting of up to four (4) persons Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

9 RFQ SJC Consulting Services for Sustainability Management Plan Page 9 of 28 Each member of the interview panel will independently evaluate and score each interviewed Consultant using a 100 point system consisting of the same Evaluation Criteria and criteria weights as is set forth above in Section 3.6. A Consultant s final numerical score for the interview will be the average of the numerical scores given for the interviews by the members of the interview panel for that Consultant. The City will determine the final ranking of the interviewed Consultants, from highest to lowest, based on their respective numerical interview scores Written Notification of Rankings The City will post on BidSync the results of the ranking based on the scores of the Evaluation Panel. The City will indicate that this notice is a Final Notice unless it decides to conduct interviews in accordance with Section 3.6 above. If the City decides to conduct interviews, then this notice is an Interim Notice. The Interim Notice will state how many of the top ranked Consultants the City will interview and it will provide information regarding the interviews. Following the interviews, the City will post the Final Notice of the ranking on BidSync Post Award Submittal Requirements The three (3) highest ranked Consultants in the Final Notice must submit a Certificate of Insurance within five (5) business days from the final day of the protest period set forth in Section 7.2, entitled Time for Submitting Protest. A Consultant s failure to provide the documents within this time frame may result in the City disqualifying that Consultant Negotiations The City will negotiate the specific scope of services and the compensation (not to exceed the maximum budget set forth in Section 2.2, entitled Agreement Budget) for such services with the top ranked Consultant. If the City and the top ranked Consultant reach agreement, then they will enter into a Consultant Agreement based on Attachment A Exemplar Standard Master Consultant Agreement. If the City and the top ranked Consultant cannot reach agreement, then the City may negotiate with the second ranked Consultant. This process will continue until the City reaches an agreement with a Consultant or terminates the procurement. The City may begin negotiating with the next lower ranked Consultant whenever the City determines that doing so is in its best interest. The City may negotiate with more than one Consultant at the same time Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

10 RFQ SJC Consulting Services for Sustainability Management Plan Page 10 of GENERAL SUBMITTAL REQUIREMENTS 4.1. Submitting SOQ Each Consultant must submit its SOQ to the submittal location on or before the submittal deadline. The City will not consider any SOQs submitted after the Submittal Deadline. Each Consultant must submit its SOQ to the attention of the Contact Person and must clearly label the front of its submission with the procurement title and number all as identified on the front cover of this procurement Tabbed Binder Required The SOQs must be a single, complete package that properly and fully responds to all the requirements of this procurement. It must be spiral bound and divided into sections using the TAB identifiers designated in Section 5, entitled Specific Submittal Requirements Number of Copies Each Consultant must submit one (1) original and four (4) color copies of the SOQs as well as one (1) electronic copy. The three (3) copies must be in exactly the same form as the original and must be spiral bound and tabbed Formatting The SOQs must be in Times New Roman, Arial or some similar, easily readable font. The size of the font cannot be any smaller than 11. Narrow or condensed fonts are not permitted Facsimile/Electronic Copies Prohibited The City will not accept SOQs via facsimile or those that are only in an electronic format. 5. SPECIFIC SUBMITTAL REQUIREMENTS 5.1. TAB A: Cover Letter Provide a cover letter (maximum 2 pages) signed by an authorized representative of the Consultant giving an overview of the Consultant s general expertise, experience and approach to performing the scope of services described in this procurement. Include specific and direct contact information for the Consultant TAB B: CERTIFICATION, LOCAL AND SMALL BUSINESS PREFERENCE, AND DISADVANTAGED BUSINESS ENTERPRISE CERTIFICATION STATEMENT. Complete FORM 1 CERTIFICATION, on which, the Consultant must make a number of certifications and representations. Read the Certification carefully, sign it and include it first in Tab B. Include a statement indicating whether the firm is certified DBE or if any of the subconsultants the firm intends to use are DBE certified Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

11 RFQ SJC Consulting Services for Sustainability Management Plan Page 11 of 28 OPTIONAL ADDITION: If you wish to be considered for a local and small business preference, as set forth in Chapter 4.12 of the San José Municipal Code, complete FORM 2 LOCAL AND SMALL BUSINESS PREFERENCE. A local business enterprise is entitled to a preference of 5 percent of the total points used to determine the most advantageous submittal. A local business enterprise that also is a small business enterprise is entitled to an additional preference of 5 percent of the total points used to determine the most advantageous submittal. The preference only applies to the Consultant submitting the SOQs. If a joint venture or partnership is submitting the SOQs, then the following rules apply. a. The local business enterprise preference applies if any one of the firms in the joint venture or partnership meets the definition for a local business enterprise. b. If the joint venture or partnership qualifies as a local business enterprise, then whether it meets the definition of small business enterprise, is determined by the aggregate of all of the employees in the joint venture or partnership. Consultants cannot submit Form 2 after the Submittal Deadline. If a Consultant does not complete and submit Form 2 with its Qualifications, then the Consultant cannot receive the preference even if the Consultant otherwise might qualify for the preference. If Form 2 is included, place it after Form TAB C: EXCEPTIONS TO THE EXEMPLAR CONSULTANT AGREEMENT The Consultant selected to perform the services described in this procurement will enter into a consultant agreement with the City in the form of the exemplar set forth in Attachment A of this procurement. Complete FORM 3 - EXCEPTIONS TO THE EXEMPLAR CONSULTANT AGREEMENT noting whether the Consultant takes any exceptions to the standard terms and conditions set forth in the Exemplar. In selecting a Consultant, the City may consider any exceptions to the standard terms and conditions taken by a Consultant TAB D: INSURANCE ACKNOWLEDGEMENT Complete FORM 4 INSURANCE ACKNOWLEDGEMENT, which confirms whether the Consultant has the required insurance at the time of submitting the Qualifications, or whether the Consultant will get the appropriate insurance within the timeframe discussed in Section 3.9 if the Consultant is one of the three highest ranked in the Final Ranking Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

12 RFQ SJC Consulting Services for Sustainability Management Plan Page 12 of TAB E: MINIMUM QUALIFICATIONS Complete FORM 5 MINIMUM QUALIFICATIONS detailing how the Consultant meets the Minimum Qualifications outlined in section 3.4. Submissions which meet the minimum requirements will be forwarded to the Evaluation Panel for further consideration TAB F: PROPOSER QUESTIONAIRE Complete FORM 6 PROPOSER QUESTIONAIRE, to acknowledge recent firm performance TAB G: DISCLOSURE OF LITIGATION AND DISPUTES Pending and Past Events. The Proposer must disclose the occurrence of any of the following events that occurred within 5 years before the date of the issuance of this RFQ, that involved the Proposer and/or any parent company, subsidiary, affiliate, partner or principal of the Proposer (collectively Related Entities ), and that arose from providing consultant services: Any past or pending claims, settlements, arbitrations, litigation proceedings, or civil actions involving Twenty Five Thousand Dollars ($25,000) or more, whether against or initiated by the Proposer and/or any Related Entities, Any criminal actions, Any current or threatened legal or administrative actions or claims by or against a public entity, Any enforcement action by a federal, state or local regulatory agency, The suspension or revocation of any professional license, and Any liquidated damages, or administrative fines, charges or assessments, that were paid by the Proposer and/or any Related Entities, and that individually exceed Twenty Five Thousand Dollars ($25,000) or cumulatively exceed Twenty Five Thousand Dollars ($25,000) over a 1- year period of time, For any disclosable event, the Proposer must provide the following information, as applicable: The name of the claim, arbitration, litigation, action or event, The court in which the action is pending or occurred, and its case number, and 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

13 RFQ SJC Consulting Services for Sustainability Management Plan Page 13 of 28 A short description of the event, including the dates of the event(s), and a description of the parties, the dispute, the nature of the proceedings, the amount at issue, any criminal charges, and the resolution of event or the status of the event if it is pending For Cause Termination The Proposer must disclose whether the Proposer or any Related Entity has been terminated for cause by any client in the 10 years before the date of issuance of this RFQ. For any such event, provide the following information: The name of the other party and the contract, and A short description of the event, including the dates of the event(s), the facts leading to the for cause termination, and the resolution of the matter Disclosure of Clients with Adverse Interests The Proposer must disclose whether it provides services to any client that has a pending or threatened claim, legal or administrative action, arbitration, litigation proceeding, civil action or other dispute (collectively Dispute ) against the City if the services provided the client relate in any manner to the Dispute. For each such client, provide the name of the client and a general description of the scope of services TAB H: EXPERTISE Team Resumes Provide no more than six (6) resumes, up to one (1) page in length each, for key and critical members of the project team including, at a minimum, the Project Manager, engineers, analysts, planners, or technicians that would support completion of the scope of services listed in this RFQ. Resumes should highlight relevant experience related to performing the scope of services described in this procurement. Include any related licenses or certifications held by them. Do not list or include resumes for sub-consultants TAB I: EXPERTISE FIRM PROFILE AND ORGANIZATIONAL CHART Provide a firm profile with an organizational chart, up to two (2) pages in length, identifying the name of key staff and title, any partner or sub-consultant relationships and additional resources available. Include a description of these relationships, as it relates to the delivery of the scope of services described in this procurement Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

14 RFQ SJC Consulting Services for Sustainability Management Plan Page 14 of TAB J: EXPERIENCE PAST OR CURRENT PROJECTS Briefly describe each of the three (3) Plans that meet the Minimum Qualification requirement set forth in the first bullet of Section 3.4 of this procurement. Each description should be one (1) to two (2) pages long and include the following information: Project Name Project Location Owner/Agency Name Specific Scope of work performed Key Deliverables provided Key personnel involved Sub-consultants employed Project cost Date project started. Date project completed. Additionally, include reference to the schedule and budget performance and specific issues that altered the scope of work, project costs or on-time completion TAB K: EXPERIENCE Sustainability Management Plan Provide the Executive Summary from one (1) of the previously completed sustainability management plans, environmental sustainability plans, or similar plans described in Section TAB L: APPROACH RECOMMENDED SOLUTIONS Provide an example, in up to one (1) page, when the firm recommended and delivered a solution that resulted in a time or budget savings TAB M: APPROACH TIMELINE FOR KEY DELIVERABLES Provide a detailed timeline for the completion of the key deliverables described in 2.3A through 2.3G of this Scope of Work TAB N: CERTIFICATION OF CONSULTANT REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS If any of the services provided by the consultant will be, or might be, AIP funded (see, Section 2.1, entitled Agreement Type/AIP Funding), complete the certification contained in a Form 7 and include it under TAB N of the SOQ Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

15 RFQ SJC Consulting Services for Sustainability Management Plan Page 15 of COMMUNICATIONS REGARDING THIS PROCUREMENT 6.1. Submitting a Question or Objection Consultants must NOT submit any questions and/or objections to this procurement to the Contact Person listed on the cover sheet of the RFQ. They must submit any questions and/or objections using BidSync. Contacting any City representative(s) other than the Contact Person about this procurement, or contacting the Contact Person other than by using BidSync, are prohibited and are grounds for disqualification Content of Question or Objection Questions and/or objections must be as specific as possible and must identify the procurement section number and title at issue. A Consultant submitting an objection must describe the objection, as specifically as possible, and set forth the rationale for the objection Deadline for Submitting a Question and/or Objection Consultants must submit any questions or objections no later than the Deadline for Submitting Questions and/or Objections indicated on the cover sheet of this procurement City s Issuance of Addenda, Notices and Answers to Questions The City will post all addenda and notices regarding this procurement on BidSync. The City may provide a written response to any question(s) and/or objection(s) in the form of a single answer or by issuing an addendum Consultants are Responsible for Checking BidSync The addenda, notices and answers to questions issued by the City on BidSync become part of this procurement. Each Consultant is responsible for checking BidSync for addenda, notices and answers to questions. In the event a Consultant obtains this procurement through any means other than BidSync, the City will not be responsible for the completeness, accuracy or timeliness of the final RFQ document Relying on Other Written or Oral Statements Prohibited Consultants can rely only on this procurement and any subsequent addenda, notices and answers issued by the City on BidSync. Consultants cannot rely on any other written or any oral statements of the City or its officers, Directors, employees or agents regarding the Project or the procurement Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

16 RFQ SJC Consulting Services for Sustainability Management Plan Page 16 of PROTESTS 7.1. Procedures for Protesting A Consultant that submitted a SOQs can protest the Consultant rankings only after the City issues the Final Notice of the rankings. A Consultant that desires to protest the Consultant rankings must submit a written protest to the Interim Assistant Director of Aviation addressed as follows: Noman Y. Mineta San José International Airport Attention: Judy Ross, Interim Assistant Director 1701 Airport Boulevard, Suite B-1130 San José, CA The written protest must detail the grounds and factual basis of the protest, and must include all relevant supporting information Time for Submitting Protest A Consultant desiring to protest the rankings must submit its written protest no later than five (5) business days after the date on the Final Notice of the rankings. The failure to submit a written protest within this time period is a bar to protesting the rankings Grounds for which No Protest is Allowed There is no right to protest based on the following: a. Incomplete (non-responsive) SOQs; b. Late submission of SOQs; or c. A dispute regarding the procurement requirements and/or specifications that could have been addressed by submitting a question and/or objection in accordance with Section Director s Decision The Director or an appropriate designee of the Director will issue a written decision on any protest. The Director, or designee, may base the decision on the written protest alone or may informally gather evidence from the Consultant filing the protest or any other person having relevant information. 8. GROUNDS FOR DISQUALIFICATION 8.1. All Proposers are expected to have read and understand the "Procurement and Contract Process Integrity and Conflict of Interest", Section 7 of the Consolidated Open Government and Ethics Provisions adopted on August 26, A complete copy of the Resolution can be found at: 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

17 RFQ SJC Consulting Services for Sustainability Management Plan Page 17 of 28 Any Proposer who violates the Policy will be subject to disqualification. Generally, the grounds for disqualification include: Contact regarding this procurement with any City official or employee or Evaluation team other than the Procurement Contact from the time of issuance of this solicitation until the end of the protest period Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms, or conditions of this proposal Influencing any City staff member or evaluation team member throughout the solicitation process, including the development of specifications Evidence of submitting incorrect information in the response to a solicitation or misrepresent or fail to disclose material facts during the evaluation process. 8.2 In addition to violations of Process Integrity Guidelines, the following conduct may also result in disqualification: Offering gifts or souvenirs, even of minimal value, to City officers or employees Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and the City Evidence of Proposer s inability to successfully complete the responsibilities and obligations of the proposal Proposer s default under any City agreement, resulting in termination of such Agreement. 9. AIRPORT SPECIFIC PROCUREMENT PROVISIONS: The following provisions are unique to Airport procurements. For purposes of this provision only, the following words have the following meaning: (1) offeror and bidder mean proposer, (2) offer means the SOQ, (3) contractor means consultant, (4) owner and sponsor means City. 9.1 Disadvantaged Business Enterprise (DBE) Program: General: Because it anticipates being awarded $250,000 or more in AIP funded contracts during the federal fiscal year, the City has an approved DBE program on file with the FAA. A copy of the Airport s FAA-approved federal fiscal year Program and DBE goal methodology is available at Program Goal: Under the DBE program, the City has established an overall DBE participation goal of 6.30% for the Airport for Federal Fiscal Years The City is committed to meeting its overall DBE participation goal from 100% race-neutral participation and 0% through race-conscious measures (contract goals). No contract goal has been established for this procurement and no demonstration of good faith efforts is required City Expectations: The City is committed to attracting and enhancing diverse business participation amongst DBEs, minority-owned businesses, 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

18 RFQ SJC Consulting Services for Sustainability Management Plan Page 18 of 28 women-owned businesses and other small and local businesses in its Airport contracts. The City encourages and expects consultants performing Airport contracts to do the same Become A Certified DBE: The City also encourages minority and womenowned firms that may qualify a DBEs to become certified. Firms interested in applying for DBE certification can learn about certification requirements and apply at Please note that DBE firms must be certified as such before execution of a contract Disadvantaged Business Enterprise Race/Gender Neutral Means The requirements of 49 CFR part 26 apply to the agreement resulting from this procurement. It is the policy of the City to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of the agreement resulting from this procurement. The City encourages participation by all firms qualifying under this solicitation regardless of business size or ownership. 9.2 NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION to ENSURE EQUAL EMPLOYMENT OPPORTUNITY n/a 9.3 Title VI Solicitation Notice: The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC 2000d to 2000d-4) and the Regulations, hereby notifies all Proposers that it will affirmatively ensure that any agreement entered into pursuant to this procurement, disadvantaged business enterprises will be afforded full and fair opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. 9.4 Certification Of Proposer Regarding Debarment: This provision applies to this procurement if any of the services provided by the consultant will be, or might be, AIP funded (see, Section 2.1, entitled Agreement Type/AIP Funding), and the maximum compensation of the resulting agreement will exceed $25,000. By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. Furthermore, the successful proposer, by administering each lower tier sub-consultant agreement 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: 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

19 RFQ SJC Consulting Services for Sustainability Management Plan Page 19 of Checking the System for Award Management at website: 2. Collecting a certification statement similar to the Certification of Proposer Regarding Debarment, above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. 9.5 Federal Fair Labor Standards Act (FLSA) All agreements and sub-agreements that result from this procurement will 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 successful proposer will have full responsibility to monitor compliance to the referenced statute or regulation. The successful proposer will have to address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor Wage and Hour Division. 9.6 Trade Restriction Certification This provision applies to this procurement if any of the services provided by the consultant will be, or might be, AIP funded (see, Section 2.1, entitled Agreement Type/AIP Funding). By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR); 2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

20 RFQ SJC Consulting Services for Sustainability Management Plan Page 20 of 28 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 USC 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. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no agreement shall be awarded to an Offeror or subcontractor: 1) 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 USTR or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3) who incorporates in the public works project any product of a foreign country on such USTR 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 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 USTR, 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 (FAA) may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 9.7 Lobbying And Influencing Federal Employees - Certification Regarding Lobbying This provision applies to this procurement if any of the services provided by the consultant will be, or might be, AIP funded (see, Section 2.1, entitled Agreement 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

21 RFQ SJC Consulting Services for Sustainability Management Plan Page 21 of 28 Type/AIP Funding), and the maximum compensation of the resulting agreement will exceed $100,000. 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 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, subgrants, 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. 9.8 Occupational Safety And Health Act Of 1970 All agreements and subcontracts that result from this procurement will incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer 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). The employer 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. 9.9 FAA Advisory Circulars (AC s) The Consultant must perform services in compliance and in conformance with all applicable and appropriate FAA Advisory Circulars (AC s). This includes, but not 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

22 RFQ SJC Consulting Services for Sustainability Management Plan Page 22 of 28 limited, to FAA AC E Architectural, Engineering, and Planning Consultant Services for Airport Grant Projects. 10. MISCELLANEOUS PROVISIONS City s Right to Terminate Process The City reserves the right to terminate this RFQ at any time Costs of Preparing Submittal Consultant bears all costs associated with its efforts in responding to this RFQ Gifts Prohibited Chapter of the San José Municipal Code generally prohibits a City officer or designated employee from accepting any gift(s). The Consultant selected as a result of this procurement will be required to comply with Chapter (See, Attachment A - Exemplar Standard Consultant Agreement.) By submitting a response to this RFQ, the Consultant represents that: It is familiar with the requirements of Chapter 12.08, and It has complied with, and throughout the remainder of this procurement will continue to comply with, the requirements of Chapter The Consultant s failure to comply with Chapter at any time during this procurement is a ground for disqualification Disqualification of Former Employees Chapter of the City s Municipal Code generally prohibits a former City officer or designated employee, as defined in Chapter 12.10, from providing services to the City connected with his/her former duties or official responsibilities. The Consultant selected as a result of this procurement will be prohibited from either directly or indirectly using any former City officer or designated employee to perform services in violation of Chapter (See, Attachment A - Exemplar Standard Consultant Agreement.) By submitting a response to this RFQ, the Consultant represents that: It is familiar with the requirements of Chapter 12.10, and Its response to this RFQ does not contemplate the use of any former City officer or designated employee in violation of Chapter Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

23 RFQ SJC Consulting Services for Sustainability Management Plan Page 23 of 28 The Consultant s failure to comply with Chapter at any time during this procurement is a ground for disqualification Unfair Competitive Advantage The City seeks to procure consultant services through a competitive, impartial process in which all consultants are treated fairly. A Consultant that has an actual or apparent unfair competitive advantage jeopardizes the integrity of the competitive process A number of different situations can give rise to an actual or apparent unfair competitive advantage. Most commonly, an actual or apparent unfair competitive advantage arises because the Consultant or one of its subconsultants has unequal access to nonpublic information or unique insight into the scope of work. Whether an unfair competitive advantage exists depends on the specific facts of each situation The existence of an unfair competitive advantage is a basis for the City to disqualify a Consultant s participation in this RFQ. If the City determines that a Consultant is disqualified because of the existence of an unfair competitive advantage, it will provide the Consultant with a written statement of the facts leading to its conclusion that an unfair competitive advantage exists. The Consultant may protest the determination in accordance with Section 7 of this RFQ. Notwithstanding anything to the contrary in Section 7, the Consultant shall submit its written protest no later than 5 business days after the date of the City s letter of disqualification The Consultant represents that before submitting a response to the RFQ it investigated and considered the issue of potential unfair competitive advantage, including considering any subconsultants it has worked with. By submitting a response to the RFQ, the Consultant further acknowledges that performing the work resulting from this RFQ potentially could be the basis of creating an actual or apparent unfair competitive advantage for any future work. The City strongly advises Consultants to consult with their legal counsel regarding these issues Conflict of Interest Each Consultant submitting a Statement of Qualifications is responsible for determining whether or not its participation, as well as the participation of any of its subconsultants, in the contract that is the subject of this RFQ constitutes a conflict of interest or a potential conflict of interest. Each Consultant must investigate and manage any potential conflict of interest as part of considering whether to submit a Statement of Qualifications and when assembling its project team Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

24 RFQ SJC Consulting Services for Sustainability Management Plan Page 24 of 28 Each Consultant also is solely responsible for considering what potential conflicts of interest, if any, entering into the contract that is the subject of this RFQ might have on its ability to obtain future contracts for any related, future phases of work. The conflict of interest laws are complicated and determining the existence of a conflict of interest involves a fact intensive analysis of each particular situation. Consultants are strongly advised to consult with their legal counsel with regard to these conflict of interest matters The successful Consultant will be required to avoid all conflicts of interest or appearance of conflicts of interest in performing the services. (See, Attachment A - Exemplar Standard Consultant Agreement.) The successful Consultant will be required to: Acknowledge that it is familiar with the conflict of interests laws, Certify that it does not know of any facts that constitute a conflict of interest; and Agree to immediately notify the City if it becomes aware of any facts giving rise to a conflict of interest Although there are a number of conflict of interest laws and regulations with which Consultants must be familiar, the following are the two (2) primary ones. The following descriptions of these two (2) conflict of interest laws are very general and are intended to serve only as a starting point in each Consultant s consideration of the issue. Political Reform Act (Government Code Sections ): In general, the Act prohibits public officials from making, participating in making, or using their official position to influence a governmental decision in which they have a financial interest. Under the Act, an individual providing consultant services to the City is deemed to be a public official if the individual either (A) makes certain specified types of governmental decisions, or (B) serves in a staff capacity and in that capacity either (1) participates in making a governmental decision, or (2) performs the same or substantially all the same duties for the City as a City employee who is required to complete a disclosure form under the Act. For more information on this topic, see the California Fair Political Practices Commission s website at If an individual providing consultant services to the City or an individual employee of the selected Consultant is deemed to be a public official, then the individual must fill out and submit to the City a Statement of Economic Interests disclosure form, commonly known as a Form 700. (See, Attachment A - Exemplar Consultant Agreement.) The scope of the required disclosure is tailored to the nature of the work that the individual will be performing Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

25 RFQ SJC Consulting Services for Sustainability Management Plan Page 25 of 28 Government Code Section 1090: Section 1090 reflects the common law prohibition against self-dealing. Unlike the Political Reform Act, which applies to all government decisions, Section 1090 applies to contracts. In general, it prohibits a government official or employee from entering into a contract that he/she was involved in making. Section 1090 is concerned with financial interests other than those that are remote or minimal. It is generally accepted that Section 1090 applies to consultants who carry out duties commensurate with those of government employees. Moreover, the making of a contract is defined broadly under Section 1090 and would include a consultant s participation in preliminary discussions, negotiations, compromises, reasoning, planning, and drawing of plans and specifications, and solicitations for bids. Violating Section 1090 can result in the consultant agreement being void, the Consultant having to disgorge public funds, and the public entity not having to restore the benefits it received. It can also lead to criminal charges Given the complexity in determining the existence of a conflict of interest, it is hard to generalize about what facts might, or might not, result in a conflict of interest. Accordingly, the following are intended to be no more than some general guidelines that Consultants should treat solely as a starting point in its analysis. Generally speaking, there is a greater risk for conflicts of interest when a Consultant seeks progressive participation in various phases of a project. This risk is fairly limited when a Consultant seeks a contract related to a project for which the Consultant prepared only general, planning type of documents, such as needs assessment reports, environmental review documents, geotechnical reports, site surveys, and site condition assessments. The following situations would tend to pose a higher risk of a conflict of interest and would merit a closer analysis of the issue by a Consultant: The Consultant is seeking a contract in which it participated in the development of the RFI, RFQ, RFP or bid documents. The Consultant is seeking a contract that would involve it reviewing any of its own work performed under another contract. The Consultant is seeking a contract for a project that is part of a program for which the Consultant provides general program management services. The concern would be that, as a general program manager, the Consultant probably would be involved in defining the program, the projects within the program and, therefore, necessarily the resulting contracts. The Consultant is seeking a contract for a project in which it prepared the conceptual report. The concern would be that the conceptual report would generally define the project and contract scope Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

26 RFQ SJC Consulting Services for Sustainability Management Plan Page 26 of 28 The Consultant is seeking a contract for a project in which it prepared an alternative analysis report. The concern would be that such a report proposes to decision makers the various alternatives in project scope, cost, schedule and environmental impact. Determining a conflict of interest would require an analysis of the extent of the Consultant s participation in the decision-making process of selecting a preferred alternative The existence of a conflict of interest is a basis for the City to disqualify a Consultant s participation in this RFQ. If the City determines that a Consultant is disqualified because of the existence of a conflict of interest, it will provide the Consultant with a written statement of the facts leading to that conclusion. The Consultant may protest the determination in accordance with Section 7 of this RFQ. Notwithstanding anything to the contrary in Section 7, the Consultant shall submit its written protest no later than 5 business days after the date of the City s letter of disqualification Discrimination It is the City s policy that the selected Consultant shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, in connection with or related to the performance of City of San José contracts Public Nature of Submissions All submissions and other correspondence with the City regarding this RFQ become the exclusive property of the City and become public records under the California Public Records Act (California Government Code section 6250 et seq.) All submissions and other correspondence will be subject to the following requirements: The City has a substantial interest in not disclosing submissions during the evaluation process. For this reason, the City will not disclose any part of the Qualifications before it issues the Final Notice of rankings. After issuance of the Final Notice of rankings, all submissions will be subject to public disclosure There are a limited number of exceptions to the disclosure requirements under the Public Records Act, such as for trade secret information. The City is not in a position to determine what information in a submission, if any, may be subject to one of these exceptions. Accordingly, if a Consultant believes that any specific portion of its submission is exempt from disclosure under the Public Records Act, the Consultant must mark the portion of the submission as such and state the specific provision in the Act 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

27 RFQ SJC Consulting Services for Sustainability Management Plan Page 27 of 28 that provides the exemption and the factual basis for claiming the exemption. For example, if a Consultant believes a submission contains trade secret information, the Consultant must plainly mark the information as Trade Secret and refer to the appropriate section of the Public Records Act which provides the exemption for such information and the factual basis for claiming the exemption If a request is made for information in a submission that a Consultant has properly marked as exempt from disclosure under the Public Records Act (e.g. information that the Consultant has marked as Confidential, Trade Secret or Proprietary ), the City will provide the Consultant with reasonable notice of the request and the opportunity to seek protection from disclosure by a court of competent jurisdiction. It will be the Consultant s sole responsibility to seek such protection from a court Any submission that contains language attempting to make all or significant portions of the submission exempt from disclosure or that fails to provide the exemption information required above will be considered a public record in its entirety. Therefore, do not mark your entire submission as confidential, trade secret, or proprietary City Business Tax The successful Consultant will need to comply with the San José Municipal Code Chapter 4.76 with respect to payment of the City Business Tax before commencing any work on the project. Contact Finance/Revenue Management at (408) to determine the applicable tax rate(s) Environmentally Preferable Procurement Policy The City has adopted an Environmentally Preferable Procurement (EPP) policy. The goal is to encourage the procurement of products and services that help to minimize the environmental impact resulting from the use and disposal of these products. These products include, but are not limited to, those that contain recycled content, conserve energy or water, minimize waste or reduce the amount of toxic material used and disposed. Computers and other electronics are a growing focus of environmentally preferable purchasing activities due to their high prominence in the waste stream, their numerous hazardous chemical constituents, and their significant energy use. Moreover, when these products are improperly disposed of they can release hazardous substances that pollute the environment In support of this policy, the selected consultant will be required to work with the City to apply this policy where it is feasible to do so. In 1701 Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

28 RFQ SJC Consulting Services for Sustainability Management Plan Page 28 of 28 addition, proposers should address any environmental considerations with their proposal response The entire EPP policy may be found in the City s internet site at the following link: FORMS AND ATTACHMENTS FORM 1 CERTIFICATION FORM 2 LOCAL AND SMALL BUSINESS PREFERENCE FORM 3 - EXCEPTIONS TO THE EXEMPLAR CONSULTANT AGREEMENT FORM 4 INSURANCE ACKNOWLEDGEMENT FORM 5 MINIMUM QUALIFICATIONS FORM 6 PROPOSER QUESTIONAIRE FORM 7 - CERTIFICATION OF CONSULTANT REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS Attachment A: Attachment B Master Consultant Agreement Exemplar City of San José Department of Public Works Project Management Manual Cost Estimating Procedure, Number 103, dated July 10, Airport Boulevard, Suite B-1130 San José, CA Tel: Fax:

29 FORM 1 CERTIFICATION Proposing Firm Name: Address: Telephone: Facsimile: Contact person name and title: PROPOSER REPRESENTATIONS 1. Proposer did not, in any way, collude, conspire or agree, directly or indirectly, with any person, firm, corporation or other Proposer in regard to the amount, terms, or conditions of this proposal. 2. Proposer additionally certifies that neither Proposer nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local governmental agency. 3. Proposer acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFQ document or permitted by formal addenda are accepted by the City. 4. Proposer did not receive unauthorized information from any City staff member or City Consultant during the Proposal period except as provided for in the Request for Proposals package, formal addenda issued by the City, or the pre-proposal conference. 5. Proposer hereby certifies that the information contained in the proposal and all accompanying documents is true and correct. 6. Please check the appropriate box below: If the proposal is submitted by an individual, it shall be signed by him or her, and if he or she is doing business under a fictitious name, the proposal shall so state. If the proposal is submitted by a partnership, the full names and addresses of all members and the address of the partnership, the full names and addresses of all members and the addresses of the partnership, the full names and addresses of all members and the address of the partnership shall be stated and the proposal shall be signed for all members by one or more members thereof. If the proposal is submitted by a corporation, it shall be signed in the corporate name by an authorized officer or officers. If the proposal is submitted by a limited liability company, it shall be signed in the corporate name by an authorized officer or officers.

30 If the proposal is submitted by a joint venture, the full names and addresses of all members of the joint venture shall be stated and it shall be signed by each individual. By signing below, the submission of a proposal with all accompanying documents shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFQ, that they are aware of the applicable facts pertaining to the RFQ process, its procedures and requirements, and that they have read and understand the RFQ. Authorized Representative Name (sign name): Authorized Representative Signature (print name): Authorized Representative Title (print title):+ Complete additional signatures below as required per # 6 above Authorized Representative Name (sign name): Authorized Representative Signature (print name): Authorized Representative Title (print title):+ Authorized Representative Name (sign name): Authorized Representative Signature (print name): Authorized Representative Title (print title):+

31 FORM 2 LOCAL AND SMALL BUSINESS PREFERENCE City of San Jose Request for Contracting Preference for Local and Small Businesses Chapter 4.12 of the San Jose Municipal Code provides for a preference for Local and Small Businesses in the procurement of contracts for supplies, materials and equipment and for general and professional consulting services. The amount of the preference depends on whether the vendor qualifies as a Local Business Enterprise* or Small Business Enterprise** and whether price has been chosen as the determinative factor in the selection of the vendor. In order to be a Local Business Enterprise (LBE) you must have a current San Jose Business Tax Certificate Number and have an office in Santa Clara County with at least one employee. If you qualify as an LBE you can also qualify as a Small Business Enterprise (SBE) if the total number of employees (regardless of where they are located) of your firm is 35 or fewer. There are two ways in which the preference can be applied. In procurements where price is the determinative factor (i.e. there are not a variety of other factors being considered in the selection process) the preference is in the form of a credit applied to the dollar value of the bid or quote. For example, a non-local vendor submits a quote of $200 per item and a LBE submits a quote of $204 per item. The LBE receives a 2.5% credit on the quote, which equals approximately $5 and thus the LBE will win the award because the quote is evaluated as if it had been submitted as $199. In procurements where price is not the determinative factor such, as an RFP, typically a variety of factors are evaluated to determine which proposal best meets the City's needs. In procurements such as these, a qualified LBE will be given 5% and a qualified SBE will be given an additional 5% of the total points in the scoring. The following determinations have been made with respect to this procurement: (for official use only) Type of Procurement Bid Request for Quote Request for Proposal Type of Preference Price is Determinative Price is Not Determinative Amount of Preference LBE preference = 2.5% of Cost LBE preference = 5% of Points SBE preference = 2.5% of Cost SBE preference = 5% of Points In order to be considered for any preference you must fill out the following statement(s) under penalty of perjury. Business Name Business Address Telephone No. Type of Business Corporation LLC LLP General Partnership Sole proprietorship Other (explain) *LOCAL BUSINESS ENTERPRISE (LBE) PREFERENCE In order to qualify as an LBE you must provide the following information: Current San Jose Business Tax Certificate Number Address of Principal Business Office or Regional, Branch or Satellite Office with at least one employee located in Santa Clara County: **SMALL BUSINESS ENTERPRISE (SBE) PREFERENCE In order to qualify as an SBE you must qualify as an LBE and have 35 or fewer employees. This number is for your entire business --NOT just local employees, or employees working in the office address given above. Please state the number of employees that your Business has: Based upon the forgoing information I am requesting that the Business named above be given the following preferences (please check): Local Business Enterprise Small Business Enterprise I declare under penalty of perjury that the information supplied by me in this form is true and correct. Executed at: Date: Signature Print name, California

32 FORM 3 EXEMPLAR ACKNOWLEDGEMENT Consultant Firm Name Name Signature Title Date signed We take no exceptions to ATTACHMENT A EXEMPLAR MASTER CONSULTANT AGREEMENT. or We take exception(s) to ATTACHMENT A EXEMPLAR MASTER CONSULTANT AGREEMENT outlined below:

33 FORM 4 INSURANCE ACKNOWLEDGEMENT Consultant Firm Name Name Signature Title Date signed We acknowledge that we will provide proof of insurance according to section 3.9 of the Request for Qualifications if we are one of the top three ranked consultants.

34 FORM 5 MINIMUM QUALIFICATIONS Consultant Firm Name Name Title Signature Date signed In order to be considered for further evaluation, Consultants must meet the Minimum Qualifications described in section 3.4 of the RFQ. The minimum criteria are listed below. Section 3.4 Minimum Qualifications and Experience The Consultant must meet the following Minimum Qualifications and requirements for the SOQ to be submitted for further evaluation: Within 5 years of the RFQ Issued date, have completed drafting a minimum of three (3) sustainability management plans, environmental sustainability plans, and/ or similar plans, for a medium-large size airport, port, or other major transportation center. Experience assessing and analyzing funding sources and assisting clients in pursuing funding opportunities. Expertise in greenhouse emission analysis, modeling, and reporting standards, including airport carbon accreditation. Expertise in energy efficiency and renewable energy strategies. Expertise in waste reduction and recycling programs and strategies. Expertise in water conservation and sustainable supply strategies. Knowledge of applicable regional, state, federal, and global environmental legislation and regulations. Knowledge of FAA regulations, guidelines, and requirements in relation to sustainability management plans. Knowledge of innovative environmental initiatives and policies that might present opportunities to improve and enhance sustainability programs, practices, and policies at Airport. Please describe specifically and in detail how your firm meets the Minimum Qualifications.

35 FORM 6 PROPOSER QUESTIONNAIRE CONSULTANT must complete and sign this form certifying that the statements and information contained in this SOQ are complete and accurate and that the SOQ contains no false or deliberately misleading information. The information contained herein may be independently verified by the City of San José and considered in the evaluation of a CONSULTANT s ability to responsibly perform the scope of services described in this procurement. An omission, misstatement or inaccuracy may be cause for the CONSULTANT to be deemed non-responsive and not further considered in the evaluation of this procurement. CONSULTANT Firm/Organization Information a) Legal Name of CONSULTANT: b) Address of CONSULTANT: c) Phone Number: Fax Number: d) CONSULTANT is: ( ) a Corporation ( ) a Partnership ( ) a Sole Proprietorship ( ) a Joint Venture e) If CONSULTANT is a Corporation, name the State of Incorporation: Definitions for Questionnaire 1. Claim A legal or administrative proceeding including insurance lawsuits which have occurred in the United States 2. Entity The proposing CONSULTANT, including any parent, subsidiary, partnership, joint-venture or other affiliation.

36 CONSULTANT Firm Questions 1. In the past ten (10) years have any claim settlements, arbitrations, litigation proceedings and/or civil actions against your entity in the amount of $100,000 or more concerning the entity s work performance on a contract been filed in court or arbitration? Yes No If Yes, State Number of Contracts with Claims: If yes, on separate sheets of paper identify the claim(s) by providing the name of the claim, date of the claim, name of the claimant, the amount at issue, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). 2. At any time in the last ten (10) years, has the entity or an identified key subconsultant been assessed or paid liquidated damages, administrative fines, charges, or assessments in the amount of $50,000 or more to a public agency? NOTE: A key subconsultant is defined as a firm, or an employee of that firm, listed in the organization chart identifying the team members and resources that will support scope of services for the PROJECT. Yes No If yes, on a separate sheet of paper, identify all such items by providing the name of the public agency, the date and amount of the assessment, fine or fee and the and all other information necessary to fully explain the action taken by the public agency. 3. In the last ten (10) years has the entity, or any firm with which any of your company s owners, officers or partners has been associated with, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works professional services procurement for any reason? NOTE: Associated with refers to another consultant firm in which an owner, partner or officer of your firm held a similar position. Yes No If yes, on a separate sheet of paper identify the name of the company, the name of the person within your firm who was associated with that company, the year of the event, the owner of the professional services procurement, and the basis for the action. 4. Has your entity or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? Yes No If yes, on a separate sheet of paper, identify the person or persons convicted, the court (the county if a state court, the district or location of the federal court), the year and the criminal conduct.

37 5. Has your entity or any of its owners, officers or partners ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or material misrepresentation to any private or public agency or entity? Yes No If yes, on a separate sheet of paper, identify who was involved, the name of the public agency, the date of the investigation and the grounds for the finding. 6. At any time during the past five (5) years, has any surety company made any payments on your entity s behalf as a result of an errors and omissions claim, in connection with a Sustainability Management Plan, either with a public or private entity? Yes No If yes, explain on a separate signed page the amount of each such claim, the name and telephone number of the claimant, the date of the claim, the grounds for the claim, the present status of the claim, the date of resolution of such claim if resolved, the method by which such was resolved if resolved, the nature of the resolution and the amount, if any, at which the claim was resolved. 7. Was your entity in bankruptcy at any time during the last ten (10) years? Yes No If yes, please attach a copy of the bankruptcy petition, showing the case number and the date on which the petition was filed, and a copy of the Bankruptcy Court s discharge order, or of any other document that ended the case, if no discharge order was issued.

38 Execution & Certification The legal name of the Entity is: The undersigned is a legally authorized representative of the CONSULTANT. I,, hereby declare that I am (Printed Name) of (Title) (Name of Firm) and I am submitting this Proposer Questionnaire (FORM 6); I am duly authorized to sign this Proposer Questionnaire on behalf of the above named firm; and I have read all the answers herein and know all of their contents and that all information set forth in this Proposer Questionnaire and all attachments hereto are, to the best of my knowledge, true, accurate and complete as of its submission date. The undersigned certifies and declares under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this declaration was executed in County, California on. (Date) (Signature) Subscribed and sworn to before me this day of, 20. Notary Public in and for the State of: Residing at: Expiration Date:

39 FORM 7 CERTIFICATION OF CONSULTANT REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS The applicant must complete the following two certification statements. The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark ( ) in the space following the applicable response. The applicant agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. Certifications Note 1. The applicant represents that it is ( ) is not ( ) a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2. The applicant represents that it is ( ) is not ( ) is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. If an applicant responds in the affirmative to either of the above representations, the applicant is ineligible to receive an award unless the sponsor has received notification from the agency suspension and debarment official (SDO) that the SDO has considered suspension or debarment and determined that further action is not required to protect the Government s interests. The applicant therefore must provide information to the owner about its tax liability or conviction to the Owner, who will then notify the FAA Airports District Office, which will then notify the agency s SDO to facilitate completion of the required considerations before award decisions are made. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty four (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

40 Standard City of San José Consultant Agreement (Airport Capital Projects) (CPMS Contract No. [Insert Number]) This Agreement is between the City of San José, a municipal corporation ( City ), and [Insert Consultant s Legal Name], [Insert Type of Business Entity] ( Consultant ). This Agreement is made and entered into this day of 20 ( Contract Date ) THE CITY AND CONSULTANT AGREE AS FOLLOWS: 1. AGREEMENT SCOPE 1.1 General: This Agreement sets forth the terms and conditions under which the Consultant will provide professional consulting services to the City for the Norman Y. Mineta San José International Airport. 1.2 Exhibits: This Agreement consists of this agreement form and the following exhibits, which are incorporated herein by reference: Exhibit A: Scope of Basic Services Exhibit B: Compensation Exhibit C: Insurance Requirements Exhibit D Airport Specific Provisions Exhibit E Map of Airport and Guadalupe Gardens 1.3 Director: Director means the Director of Aviation or the Director s designee. 1.4 Business Days: Business Day and Business Days means the day(s) on which City Hall is open to conduct business. 1.5 Entire Agreement: This Agreement is the final, complete and exclusive understanding of the parties as to the matters contained herein. It supersedes all prior communications and understandings regarding such matters. 1.6 Amendments: This Agreement may be modified only by a written amendment executed by the parties. 2. AGREEMENT TERM The Agreement term is from the Contract Date to [Insert Expiration Date], inclusive, unless terminated earlier pursuant to Section 19 below. 3. SCOPE OF SERVICES 3.1 Basic Services: Basic Services means the services set forth in Exhibit A. The Consultant must perform the Basic Services to the Director s satisfaction. 3.2 Additional Services: Additional Services means the following: (a) services that are included in the Basic Services but exceed the specified level of the Basic Services, or (b) services that relate to the Project but are not included in the Basic Services. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of 15

41 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] Authorization: The City will not compensate the Consultant for any Additional Services without the Director s prior written authorization Director s Authorization: The Director may authorize the Consultant to perform Additional Services up to the cumulative, maximum amount set forth in Exhibit B for such services. The Director must authorize the Consultant to perform Additional Services through a written amendment executed by both parties. The written amendment must set forth the scope of the Additional Services, the schedule for completing such services, and the amount and method of compensating the Consultant for such services. The Director is authorized to execute the amendment for Additional Services for the City. 4. DESIGN SERVICE REQUIREMENTS 4.1 General: This Section applies to any design services the Consultant performs as part of the Basic Services or Additional Services. 4.2 Use of Standard Documents: The Consultant is, or will become, familiar with the City of San Jose, Department of Public Works, Standard Specifications, dated July 1992 (and any amendments thereto), the City of San Jose, Department of Public Works, Standard Details, dated July 1992 (and any amendments thereto), and any other standard documents the City uses to design and implement its capital projects (collectively Standard Project Documents ). Unless the Director provides prior written approval to the contrary, the final design documents prepared by the Consultant must be based on, and must incorporate, the Standard Project Documents. 4.3 Cost Estimating Procedure. The Consultant must perform any cost estimating services in accordance with the City s Department of Public Works Project Management Manual Cost Estimating Procedure, Number 103, dated July 10, 2006 (INSERT LINK TO DOCUMENT). The City s contract manager for this Agreement is: 5. CITY S CONTRACT MANAGER Name: Department: Phone No.: Address: The Director can change the above contract manager by giving the Consultant written notice. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 2 of 15

42 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 6. CONSULTANT S STAFFING 6.1 Consultant s Project Manager and Other Staffing: Identified below are the following: (a) the Consultant s project manager, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the Basic Services. If any individual identified below is required to file a Statement of Economic Interests, Form 700 ( Form 700 ), and the individual does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, the Consultant must comply with the requirements of Subsection 17.2 below. Required to File Form 700? Consultant s Project Manager Yes Already Filed (Insert Date Filed) Yes Need to File No Name: Address: Other Staffing Phone No.: Name: Assignment: Project Manager s Authority: The Consultant s contract manager is authorized to act on behalf of the Consultant. 6.3 Staffing Changes: The Director s prior written approval is required for the Consultant to remove, replace or add to any of its staffing identified in this provision. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 3 of 15

43 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 7. USE OF SUBCONSULTANTS 7.1 Authority to Use: Whichever of the following is marked applies to this Agreement: The Consultant cannot use any subconsultants without the Director s prior written approval. The Consultant will use the following subconsultants for the specified areas of work. The Consultant cannot remove, replace or add to any of the subconsultants identified in this provision without the Director s prior written approval. Subconsultant s Name Area of Work Certified DBE* Yes No *See Exhibit D, entitled Airport Specific Provisions, for definition of Certified DBE. 7.2 Subconsultant Work: The Consultant warrants all services and deliverables provided by any subconsultants it uses, and represents that each such subconsultant is specially trained, experienced, and competent to perform its portion of the work. 8. INDEPENDENT CONTRACTOR 8.1 General: The Consultant has complete control over its operations and employees, and is an independent contractor. The Consultant is not an agent or employee of the City, and shall not represent or act as the City s agent or employee. The Consultant does not have any rights to retirement benefits or other benefits accruing to City employees, and expressly waives any claim it may have to any such rights. 8.2 Subcontractors: As an independent contractor, the Consultant has complete control over its subconsultants, subcontractors, suppliers, agents and any other person or entity with whom the Consultant contracts in furtherance of this Agreement (collectively Subcontractors ). Subject to the requirements of Section 7 of this Agreement, the Consultant is solely responsible for selecting, managing and compensating its Subcontractors, and for ensuring they comply with this Agreement. 8.3 Indemnity: The Consultant shall place in each Subcontractor agreement indemnity obligations in favor of the City in the exact form and substance of those contained in Section 11 below. 9. STANDARD OF PERFORMANCE The Consultant represents that it possesses all necessary training, licenses and permits needed to perform the Basic Services. The Consultant represents that its performance of the Basic Services will conform to the standard of practice of a professional that specializes in performing professional services of a like nature and complexity. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 4 of 15

44 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 10. COMPENSATION 10.1 Maximum Total Compensation: The maximum amount the City will pay the Consultant for all professional fees, costs, charges and expenses related to performing Basic Services and any Additional Services is $[Insert Dollar Amount] ( Maximum Total Compensation ) Intentionally Omitted Exhibit B - Compensation: The City will pay the Consultant up to the Maximum Total Compensation in accordance with Exhibit B Compensation Table: Exhibit B sets forth a compensation table establishing the manner in which the City will pay the Maximum Compensation to the Consultant ( Compensation Table ). The Compensation Table is subject to the terms and conditions set forth below in Subsections 10.4 through Schedule of Rates and Charges: If the City will compensate the Consultant for any Basic Services on a time-and-materials basis, then Exhibit B also sets forth a schedule of the Consultant s rates and charges ( Schedule of Rates and Charges ). The Schedule of Rates and Charges is subject to the following requirements: Premium Pay: Premium Pay is a special pay rate for working during times that are less desirable, such as weekends, holidays or late shifts. The City will not pay Consultant Premium Pay No Increases: The City will not increase the Schedule of Rates and Charges during the Agreement term Conflict: In the event of a discrepancy between this Section and the Schedule of Rates and Charges, this Section governs Compensation Table Part 1: Part 1 of the Compensation Table addresses compensation for the various tasks included in the Basic Services. The following terms and conditions apply to Part 1 of the Compensation Table Task Numbers (Column 1): Column 1 sets forth the task number(s) for which the City will compensate the Consultant. Each task number corresponds to the same task number in Exhibit A. If a task number included in Exhibit A is not included in the Compensation Table, then the City will not compensate the Consultant separately for that task, and payment for such task is deemed included in the other task(s) for which the Consultant is receiving compensation Basis of Compensation (Column 2): Column 2 identifies whether the City will pay the Consultant for the task(s) on a time-and-materials basis or on a fixed-fee basis Invoice Period (Column 3): Column 3 identifies when the Consultant must submit its invoice for payment. If invoicing is monthly, the Consultant must submit its invoice to the City by the 10 th Business Day of each month for work completed during the previous month. If invoicing is upon the completion of a task or group of tasks, the Consultant must submit its invoice to the Director within 20 Business Days following completion of the task(s) to the Director s satisfaction. If invoicing is upon the completion of all work, the Consultant must submit its invoice to the Director within 20 Business Days following completion of all work to the Director s satisfaction Invoice: Each invoice must include sufficient information and supporting documents to establish to the Director s satisfaction that the Consultant is entitled to the payment requested. The City will pay the undisputed portion of the invoice amount within 20 Business Days of the Director s approval of such undisputed amount. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 5 of 15

45 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] Invoices Based on Time and Materials: If time and materials is the basis of compensation, then the Consultant will base its invoice on the hours, professional fees, costs, and charges associated with the work completed during the invoice period. If the Consultant is entitled to reimbursable expenses and/or separate payment for subconsultant costs, the invoice will include such expenses and/or costs associated with the work completed during the invoice period. The City will compensate the Consultant in accordance with the Schedule of Rates and Charges included in Exhibit B Monthly Invoices Based on Fixed Fee: If the Consultant invoices monthly for a fixed fee, then the Consultant will base its monthly invoice on the percentage of work completed during the previous month. If the task(s) completed the previous month involve the Consultant performing construction administration services, the percentage of work completed during the previous month will be measured based on the percentage of construction completed during the previous month. If the Consultant is entitled to reimbursable expenses and/or separate payment for subconsultant costs, the invoice will include such expenses and/or costs incurred during the previous month Compensation (Column 4): Column 4 sets forth the total compensation the City will pay the Consultant for completing the task(s) Time & Materials: If time and materials is the basis of compensation, then the amount in Column 4 is a not-to-exceed or maximum amount. Any hours worked for which payment would result in a total exceeding the amount in Column 4 is at no cost to the City. If the Consultant completes the task(s) for less than the amount set forth in Column 4, the Director (in the Director s sole discretion) may use the cost savings to increase the budget of another task. The Director must authorize such reallocation of cost savings in writing Fixed Fee: If fixed fee is the basis of compensation, then the Consultant must complete the task(s) for the amount set forth in Column 4. Any hours worked for which payment would result in a total exceeding the amount in Column 4 are at no cost to the City Compensation Table Part 2: Part 2 of the Compensation Table indicates whether or not the City will reimburse the Consultant separately for expenses incurred in providing the work. The following terms and conditions apply if the City reimburses the Consultant separately for expenses Subconsultants: The cost of subconsultants is not treated as a reimbursable expense. Subsection 10.6 of this Agreement addresses payment for the cost of subconsultants Maximum Amount of Reimbursable Expenses: The City will reimburse the Consultant for expenses up to the maximum amount set forth in the last column of Part 2. Any expenses that the Consultant incurs in excess of the stated maximum are at no cost to the City Expenses That Are Reimbursable: Any reimbursement to the Consultant is limited to the expenses set forth below in the Reimbursable Expense Schedule. The City will reimburse these expenses at actual cost only unless a mark up is specified Reimbursable Expense Schedule Mark Up 1. The cost of mailing, shipping and/or delivery of any documents or materials. No Markup Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 6 of 15

46 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 2. The cost of photographing, printing, reproducing and/or copying any documents or materials. No Markup 3. Telephone and facsimile transmission charges. No Markup 4. The rental of any specialized equipment to the extent the City s project manager has preapproved, in writing, the cost of such rental. 5. With the written pre-authorization of the City s project manager, mileage and other travel-related expenses to the same extent that the City reimburses its employees pursuant to the Employee Travel Policy (City Policy Manual, Sections and 1.8.3). The Consultant acknowledges that it has received a copy of Sections and and is familiar with these sections of the Employee Travel Policy. As specified, not to exceed 10% No Markup 6. Any other expenses expressly identified in Exhibit B as being reimbursable. As specified, not to exceed 10% 10.6 Compensation Table Part 3: Part 3 indicates whether the City will compensate the Consultant separately for subconsultant costs incurred in providing any part of the services. If the City will compensate the Consultant for subconsultant costs, the City will do so in accordance with the following terms and conditions Actual Costs: The Consultant can invoice the City for no more than the actual cost of each subconsultant plus a specified mark up not to exceed 5 percent Schedule of Rates and Charges: Any subconsultant rates and charges set forth in the Schedule of Rates and Charges, if one is included in Exhibit B, must be the subconsultant s actual rates and charges exclusive of any markup. The City will compensate the Consultant in accordance with those rates and charges Maximum Amount: The City will compensate the Consultant for all subconsultants in a total amount not to exceed the amount set forth in the last column of Part 3. Any additional subconsultant costs that the Consultant incurs in excess of the specified maximum amount are at no cost to the City Compensation Table Part 4: Part 4 sets forth the maximum compensation that the Director can authorize for Additional Services in accordance with Subsection 3.2 above. Any Additional Services performed by the Consultant that would result in compensation exceeding this maximum amount is at no cost to the City Tax Forms Required: The following are conditions on the City s obligation to process any payment pursuant to this Agreement: U.S. Based Person or Entity: If the Consultant is a U.S. based person or entity, the Consultant acknowledges and agrees that the Consultant is required to provide the City with a properly completed Internal Revenue Service Form W-9 before the City will process payment. If the Consultant is a U.S. based person or entity, but has neither a permanent place of business in California nor is registered with the California Secretary of State to do business in California, the Consultant acknowledges and agrees that the Consultant is required to provide the City with a properly completed California Franchise Tax Board form related to nonresident withholding of California source income. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 7 of 15

47 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] Non-U.S. Based Person or Entity: If the Consultant is not a U.S. based person or entity, the Consultant acknowledges and agrees that the Consultant is required to provide the City with the applicable Internal Revenue Service form related to its foreign status and a California Franchise Tax Board form related to nonresident withholding before the City will process payment. 11. INDEMNIFICATION 11.1 Obligation: The Consultant shall defend, indemnify and hold harmless the City and its officers, employees and agents against all claims, losses, damages, injuries, expenses or liabilities that directly or indirectly, or in whole or in part - arise out of, pertain to, or relate to any of the following: The Consultant s negligent performance of all or any part of the Basic Services and any Additional Services; or Any negligent act or omission, recklessness or willful misconduct of the Consultant, any of its Subcontractors, anyone directly or indirectly employed by either the Consultant or any of its Subcontractors, or anyone that they control; or Any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person(s) caused by the City s use of any services, deliverables or other items provided by the Consultant pursuant to the requirements of this Agreement; or Any breach of this Agreement Limitation on Obligation: The obligation in Subsection 11.1 above shall not apply to the extent that any claim, loss, damage, injury, expense or liability results from the sole negligence or willful misconduct of the City or its officers, employees or agents Duty to Defend: The Consultant s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Section 2778 of the California Civil Code. Upon the City s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above Insurance: The City s acceptance of any insurance in accordance with Section 12 does not relieve the Consultant from its obligations under this Section 11. The Consultant s obligations under this Section 11 apply whether or not the insurance required by the Agreement covers any damages or claims for damages Survival: The Consultant s obligations under this Section 11 survive the expiration or earlier termination of the Agreement. 12. INSURANCE REQUIREMENTS 12.1 General: The Consultant shall comply with the insurance requirements set forth in Exhibit C for the Agreement term Documentation: Before performing any services, the Consultant must submit to the City s designated risk manager ("Risk Manager"), for the Risk Manager s written approval, all documents demonstrating compliance with the requirements of Exhibit C Changes: The Risk Manager may amend or waive, in writing, any of the requirements contained in Exhibit C. 13. OWNERSHIP OF WORK PRODUCT 13.1 Ownership: The City owns all rights in and to any of the following work product (including electronic equivalents) without restriction or limitation upon their use, and immediately when and Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 8 of 15

48 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] as created by the Consultant or any other person engaged directly or indirectly by the Consultant to perform the Consultant s services pursuant to this Agreement: reports, drawings, plans, data, software, models, elevations, sections, details, schedules, diagrams, specifications, studies, surveys, information, sketches, and documents or other materials developed or discovered (collectively Work Product ) Copyright: To the extent permitted by Title 17 of the United States Code, the Work Product is deemed a work for hire and all copyrights in such Work Product are the property of the City. In the event it is ever determined that any Work Product is not a work for hire under United States law, the Consultant hereby assigns to the City all copyrights to such works when and as created City s Reuse: Notwithstanding Subsection 13.1, the City s reuse of any Work Product is subject to California Business and Professions Code Sections , 6735, , or , whichever is applicable Consultant s Reuse: With the Director s prior written consent, the Consultant may retain and use copies of the Work Product for reference and as documentation of experience and capabilities. 14. DISCLOSURE OF WORK PRODUCT 14.1 Prohibition: Except as authorized by the Director or as otherwise required by law, the Consultant shall not disclose any of the following to a third party: (a) Work Product, (b) discussions between the City and Consultant, or (c) information prepared, developed or received by the Consultant or any of its Subcontractors in the course of performing services pursuant to this Agreement Notification: The Consultant will immediately notify the Director if it is requested by a third party to disclose any Work Product, discussions or information that the Consultant is otherwise prohibited from disclosing Limit on Prohibition: The prohibition in Subsection 14.1 above does not apply to disclosures between the Consultant and its Subcontractors that are needed to perform the Basic Services Survival: This Section 14 survives the expiration or earlier termination of this Agreement. 15. AUDIT/INSPECTION OF RECORDS 15.1 Retention Period: The Consultant shall retain the following records (collectively Records ) for a minimum of 3 years from the date of the City s final payment to the Consultant under this Agreement or for any longer period required by law: All ledgers, books of accounts, invoices, vouchers, canceled checks, and other records relating to the Consultant s charges for performing services, or to the Consultant s expenditures and disbursements charged to the City; and All Work Product and other records evidencing Consultant s performance Producing Records: At any time during the Agreement term or during the period of time that the Consultant is required to retain the Records, the City Manager, the Director, the City Attorney, the City Auditor, or a designated representative of any of these officers may request, in writing, production of all or a portion of the Records. The Consultant shall produce the requested Records at City Hall during normal business hours, or at any other location and time mutually agreed upon by the parties. The Consultant shall produce the requested Records at no cost to the City State Auditor: In accordance with Government Code Section , the Consultant may be subject to audit by the California State Auditor with regard to the Consultant s performance of this Agreement if the compensation under this Agreement exceeds $10,000. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 9 of 15

49 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 16. NON-DISCRIMINATION/NON-PREFERENCE 16.1 Prohibition: The Consultant shall not discriminate against, or grant preferential treatment to, any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing Conditions of Prohibition: The prohibition in Subsection 16.1 is subject to the following conditions: Reasonable Accommodation: The prohibition is not intended to preclude the Consultant from providing a reasonable accommodation to a person with a disability Compliance Reports: The City s Compliance Officer, as defined in Section of the San José Municipal Code, is responsible for administering this Section 16. The Compliance Officer may require the Consultant to file, and cause any Subcontractor to file, reports demonstrating compliance with this Section 16. Any such reports shall be filed in the form and at such times as the Compliance Officer designates. They shall contain such information, data and/or records as the Compliance Officer determines is needed to show compliance with this provision Waiver: The Compliance Officer may waive any of the requirements of this Seciton if the Compliance Officer determines that the Consultant has its own nondiscrimination/nonpreference requirements or is bound in the performance of this Agreement by the nondiscrimination/nonpreference requirements of another governmental agency, and the nondiscrimination/nonpreference provisions of the Consultant or other governmental agency are substantially the same as those imposed by the City Violation: A violation of the prohibition or any part of this Section 16 constitutes the following: (a) a material breach of this Agreement, (b) a misdemeanor violation of Chapter 4.08 of the San José Municipal Code and (c) a ground for debarment in accordance with Chapter 4.10 of the San José Municipal Code Subcontracts: The Consultant shall include the requirements of this Section in each subcontract that it enters into in furtherance of this Agreement. 17. CONFLICT OF INTEREST 17.1 General: The Consultant represents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Agreement. The Consultant certifies that, as of the Contract Date, it was unaware of any facts constituting a conflict of interest or creating an appearance of a conflict of interest. The Consultant shall avoid all conflicts of interest or appearances of conflicts of interest in performing this Agreement. The Consultant has the obligation of determining if the manner in which it performs any part of this Agreement results in a conflict of interest or an appearance of a conflict of interest, and shall immediately notify the City in writing if it becomes aware of any facts giving rise to a conflict of interest or the appearance of a conflict of interest Filing Form 700: In accordance with the California Political Reform Act (Government Code Sections et seq.), the Consultant shall cause each person performing services under this Agreement, and identified as having to file a Form 700, to do each of the following: Disclose the categories of economic interests in Form 700 as required by the Director; Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 10 of 15

50 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] Complete and file the Form 700 no later than 30 calendar days after the person begins performing the services under this Agreement, and complete and file all subsequent Form 700s, in conformance with the requirements specified in the California Political Reform Act; and File the original Form 700 with the City s Clerk with a copy submitted to the Director Future Services: The Consultant acknowledges each of the following with regard to performing future services for the City: The Consultant s performance of the services required by this Agreement may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly if the services required by this Agreement comprise one element or aspect of a multi-phase process or project; Such an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Consultant from performing or participating in the performance of such future services; and The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing the services required by this Agreement might have on its ability to obtain contracts to perform future services. 18. ENVIRONMENTALLY PREFERABLE PROCUREMENT POLICY 18.1 General: The Consultant shall perform its obligations under the Agreement in conformance with City Council Policy 1-19, entitled Prohibition of City Funding for Purchase of Single serving Bottled Water, and City Council Policy 4-6, entitled Environmentally Preferable Procurement Policy Prohibition of City Funding for Purchase of Single Serving Bottled Water: The City s policy is that City funds should not be used for the purchase of single-serving bottled water except for any of the following: Public safety emergencies, investigations and extended deployments or activation of the Office of Emergency Services; Situations where there is a high risk of cross-contamination with non-potable water; or Situations where there are no reasonable alternatives to bottled water, such as large public events and when large quantities of water need to be distributed for health and safety reasons. An invoice seeking reimbursement from City for the cost of single-serving bottled water under one of the above exceptions must be accompanied by a waiver form provided by the City and signed by the Director Environmentally Preferable Procurement Policy: The Environmentally Preferable Procurement Policy, along with a brief policy description, is located on the City s website at the following link: Environmental procurement policies and activities related to the completion of Consultant s work will include, whenever practicable, but are not limited to: The use of recycled and/or recyclable products in daily operations (i.e. 30%, 50%, 100% PCW paper, chlorine process free, triclosan free hand cleaner, etc.); Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 11 of 15

51 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] The use of Energy-Star Compliant equipment; The use of alternative fuel and hybrid vehicles, and implementation of protocols aimed at increasing the efficiency of vehicle operation; The implementation of internal waste reduction and reuse protocol(s); and Water and resource conservation activities within facilities, including bans on individual serving bottled water and the use of compostable food service products. 19. TERMINATION 19.1 For Convenience: The Director may terminate this Agreement at any time and for any reason by giving the Consultant written notice of the termination. The written notice must set forth the effective date of the termination, which must be at least 7 Business Days after the date of the written notice For Cause: The Director may terminate this Agreement immediately upon written notice for any material breach by the Consultant. If the Director terminates the Agreement for cause and obtains the same services from another consultant at a greater cost, the Consultant is responsible for such excess cost in addition to any other remedies available to the City Delivery of Work: If the Director terminates the Agreement whether for convenience or for cause the Director has the option of requiring the Consultant to provide to the City any finished or unfinished Work Product prepared by the Consultant up to the date of Consultant s receipt of the written notice of termination Compensation: The City will pay the Consultant the reasonable value of services satisfactorily rendered by the Consultant to the City up to the date of Consultant s receipt of the written notice of termination. For services to be satisfactorily rendered, the Director must determine that the Consultant provided them in accordance with the terms and conditions of this Agreement. The Director will determine the reasonable value of satisfactorily rendered services based on the Compensation Table and any Schedule of Rates and Charges attached to this Agreement Receipt of Notice: For purposes of this provision, the Consultant s receipt of the written notice of termination will be determined based on the date of actual receipt or based on Subsection 20.2 below, whichever occurs first. 20. NOTICES 20.1 Manner of Giving Notice: All notices and other communications required by this Agreement must be in writing, and must be made via , personal service or United States mail, postage prepaid When Effective: A notice or other communication that is ed is effective when sent provided the sender receives an acknowledgement from the intended recipient (e.g. return receipt, return , or other written acknowldedgement). A notice or other communication that is personally serviced is effective when personally delivered. A notice or other communication that is mailed is effective 3 calendar days after deposit in the United States mail To Whom Given: All notices and other communications between the parties regarding the Agreement must be given to the individuals identified below using the appropriate contact information for giving notice: To the City: Norman Y. Mineta San José International Airport Attn: Director of Aviation 1701 Airport Boulevard, Suite B-1130 San José, CA [Insert Telephone Number.] [Insert Address.] Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 12 of 15

52 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] To the Consultant: [Insert Consultant s Name] Attn: [Insert Name.] [Insert Mailing Address.] [Insert Telephone Number.] [Insert Address.] 20.4 Changing Contact Information: Either party may change its contact information for receivingwritten notices and communications regarding the Agreement by providing notice of such change to the other party pursuant to this Section MISCELLANEOUS 21.1 Gifts Prohibited: The Consultant represents that it is familiar with Chapter of the San José Municipal Code, which generally prohibits a City officer or designated employee from accepting any gift. The Consultant shall not offer any City officer or designated employee any gift prohibited by Chapter The Consultant s violation of this Subsection 21.1 is a material breach Disqualification of Former Employees: The Consultant represents that it is familiar with Chapter of the City s Municipal Code, which generally prohibits a former City officer and a former designated employee from providing services to the City connected with his/her former duties or official responsibilities. The Consultant shall not use either directly or indirectly any officer, employee or agent to perform any services if doing so would violate Chapter The Consultant s violation of this Subsection 21.2 is a material breach Waiver of a Violation: The City s waiver of any violation of this Agreement by the Consultant is not a waiver of any other violation by the Consultant Acceptance of Services Not a Waiver: The City s acceptance of any service or deliverable is not a waiver or release of any professional duty of care applicable to such service or deliverable, or of any right of indemnification, any insurance requirements, or any other term or condition of this Agreement Compliance with Laws: The Consultant shall perform all services consistent with all applicable federal, state and local laws, ordinances, codes and regulations. This obligation is not limited in any way by the Consultant s obligation to comply with any specific law, ordinance, code or regulation set forth elsewhere in this Agreement Business Tax: The Consultant represents and warrants that it currently has a City business tax certificate or exemption, if qualified, and will maintain such certificate or exemption for the Agreement term Assignability: Except to the extent this Agreement authorizes the Consultant to use subconsultants, the Consultant shall not assign any part of this Agreement without the Director s prior written consent. In determining whether to consent to an assignment, the Director may consider, among other factors, the assignee s ability to meet the standards and requirements applicable to the procurement of this Agreement Processing Costs: The Director may require the Consultant to pay the City s reasonable costs of reviewing the proposed assignment and preparing any documents in connection therewith Violations: The Director, at the Director s discretion, may void this Agreement if a violation of this provision occurs Governing Law: California law governs the construction and performance of this Agreement. Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 13 of 15

53 CPMS Contract No.: [Insert Number.] Consultant: [Insert Consultant s Name.] 21.9 Disputes: Any litigation resulting from this Agreement will be filed and resolved by a federal or state court in California Survival of Provisions: If a court finds any part of this Agreement unenforceable, all other parts shall remain enforceable Headings: The section and exhibit headings are for convenience only and are not to be used in its construction. IN WITNESS WHEROF, the City and Consultant have caused this Agreement to be executed by their respective duly authorized representatives as follows. NOTE: The Consultant must make one of the following representations by placing its initials in the space provided. The City will not process this Agreement unless the Consultant has initialed one of the provisions. The Consultant certifies that the Consultant has a permanent place of business in California or is registered with the California Secretary of State to do business in California. The Consultant will file a California tax return and withhold on payments of California source income to nonresidents when required. If the Consultant ceases to have a permanent place of business in California or ceases to do any of the above, the Consultant will promptly notify the City at the address specified in Subsection 20.3 of this Agreement. Or If the Consultant is unable to make the above certification, the Consultant acknowledges and agrees to provide the City with the applicable tax forms issued by the Internal Revenue Service and California Franchise Tax Board, as applicable, as specified in Section 10.9 of this Agreement. City of San José By Name: [Insert Name.] Date Title: [Insert Title of Signature.] Consultant By Name: [Insert Name.] Date Title: [Insert Title of Signature.] Approval as to Form (City Attorney): Form Approved by the Office of the City Attorney (Maximum Total Compensation is $100,000 or less, and standard provisions of the form are not altered.) By Name: [Insert Name.] Date Title: [Insert Title of Signature.] Approved as to Form: [Sr.] Deputy City Attorney Date Form Name: Standard Consultant Agreement (Airport Capital Projects) Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 14 of 15

54 CPMS Contract No. [Insert Number] Consultant: [Insert Consultant s Name.] EXHIBIT A: SCOPE OF BASIC SERVICES (Airport Capital Projects) The Consultant shall provide services and deliverables as set forth in this Exhibit A. The Consultant shall provide all services and deliverables required by this Exhibit A to the satisfaction of the Director. General Description of Project: [Insert a general description to provide context for the tasks.] Task No. 1: [Insert title of deliverable.] A. Services: [Insert a description of the services required to perform or develop the deliverable. See the instructions for a sample list of questions that should be answered by the description.] B. Deliverable: [Insert a description of the deliverable.] C. Completion Time: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked: On or before the following date:. On or before Business Days from. Task No. 2: [Insert title of deliverable.] A. Services: [Insert a description of the services required to perform or develop the deliverable. See the instructions for a sample list of questions that should be answered by the description.] B. Deliverable: [Insert a description of the deliverable.] C. Completion Time: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked: On or before the following date:. On or before Business Days from. Task No. 3: [Insert title of deliverable.] A. Services: [Insert a description of the services required to perform or develop the deliverable. See the instructions for a sample list of questions that should be answered by the description.] B. Deliverable: [Insert a description of the deliverable.] C. Completion Time: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked: On or before the following date:. On or before Business Days from. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit A: Scope of Basic Services Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of

55 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] EXHIBIT B: COMPENSATION (Airport Capital Projects) Section 1 Compensation Table Part 1 Compensation for Basic Services Column 1 Column 2 Column 3 Column 4 Task Nos. Basis of Compensation Invoice Period Compensation Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Part 2 Reimbursable Expenses No expenses are separately reimbursable. The amount(s) in Column 4 of Part 1 include(s) payment for all expenses. Expenses are separately reimbursable in accordance with Subsection 10.5 of this Agreement. The maximum amount of reimbursable expenses is: $ Subconsultant costs are not separately compensable. The amount(s) in Column 4 of Part 1 include(s) payment for subconsultants. No money is budgeted for Additional Services, and the Director can not authorize any Additional Services. Part 3 Subconsultant Costs Subconsultantant costs are separately compensable in accordance with Subsection 10.6 of this Agreement. The maximum amount of compensation for subconsultant costs is: Part 4 Additional Services The Director may authorize the Consultant to perform Additional Services up to the following maximum amount: $ $ Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit B: Compensation Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of

56 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] Maximum Total Compensation (sum of Parts 1 through 4): $ Section 2 Schedule of Rates and Charges Omitted. No Schedule of Rates and Charges is included because the City will not be compensating the Consultant for any Basic Services on a time & materials basis. The following is the Schedule of Rates and Charges applicable to this Agreement: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit B: Compensation Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 2 of

57 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] EXHIBIT C: INSURANCE REQUIREMENTS (Airport Capital Projects) INSURANCE CONSULTANT, at CONSULTANT's sole cost and expense, shall procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the services hereunder by CONSULTANT, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. The coverage provided by Insurance Services Office Commercial General Liability coverage ( occurrence ) Form Number CG 0001; and 2. The coverage provided by Insurance Services Office Form Number CA 0001 covering Automobile Liability. Coverage shall be included for all owned, non-owned and hired automobiles; and 3. Workers' Compensation insurance as required by the California Labor Code and Employers Liability insurance; and 4. Professional Liability Errors & Omissions for all professional services. There shall be no endorsement reducing the scope of coverage required above unless approved by the CITY s Risk Manager. B. Minimum Limits of Insurance CONSULTANT shall maintain limits no less than: 1. Commercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit; and 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident; and 4. Professional Liability Errors & Omissions $1,000,000 per claim/ aggregate limit, coverage to be maintained following completion of work on project for 3 years or if policy is canceled, extended reporting period to equal the same. Form Name: Standard Consultant Agreement (Capital Projects) - Airport Exhibit C: Insurance Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of

58 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by CITY's Risk Manager. At the option of CITY, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, employees, agents and contractors; or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the CITY s Risk Manager. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. Commercial General Liability and Automobile Liability Coverages a. The City of San Jose, its officers, employees, agents and contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by or on behalf of, CONSULTANT; products and completed operations of CONSULTANT; premises owned, leased or used by CONSULTANT; and automobiles owned, leased, hired or borrowed by CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, employees, agents and contractors. b. CONSULTANT's insurance coverage shall be primary insurance as respects CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by CITY, its officers, employees, agents or contractors shall be excess of CONSULTANT's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies by CONSULTANT shall not affect coverage provided CITY, its officers, employees, agents, or contractors. d. Coverage shall state that CONSULTANT s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer s liability. e. Coverage shall contain a waiver of subrogation in favor of the City, its officers, employees, agents and contractors. 2. Workers Compensation and Employers Liability Coverage shall contain waiver of subrogation in favor of the City of San Jose, its officers, employees, agents and contractors. 3. All Coverages Each insurance policy required by this AGREEMENT shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to CITY, except that ten (10) days prior written notice shall apply in the event of cancellation for nonpayment of premium. Form Name: Standard Consultant Agreement (Capital Projects) - Airport Exhibit C: Insurance Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 2 of

59 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] E. Acceptability of Insurers Insurance is to be placed with insurers acceptable to CITY's Risk Manager. F. Verification of Coverage CONSULTANT shall furnish CITY with certificates of insurance and with original endorsements affecting coverage required by this AGREEMENT. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Proof of insurance shall be either ed in pdf format to : Riskmgmt@sanjoseca.gov, or mailed to the following postal address or any subsequent address as may be directed in writing by the Risk Manager: City of San Jose Finance Risk Management 200 East Santa Clara Street, 14th Floor Tower San Jose, CA G. Subcontractors CONSULTANT shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. Form Name: Standard Consultant Agreement (Capital Projects) - Airport Exhibit C: Insurance Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 3 of

60 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] EXHIBIT D: AIRPORT SPECIFIC PROVISIONS (Airport Capital Projects) This Exhibit D sets forth various additional provisions with which the Consultant must comply in performing the services required by this Agreement. If any provision of this Exhibit D conflicts with any other provision of this Agreement, the provision set forth in this Exhibit D controls unless the other provision is more restrictive in which case the other provision will control. 1. Definitions: For purposes of this Exhibit D only, the following words have the following meaning. AIP Funded means the Agreement is funded in whole or in part with Federal Airport Improvement Program funds. Construction Work means construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. Professional services can include tasks that qualify as construction work as defined by 41 CFR part 60, such as the installation of noise monitoring equipment. Contract means Agreement. Contractor, Offeror, and Bidder mean Consultant. DBE means Disadvantaged Business Enterprise, which is a firm that has been certified by the California Unified Certification Program ( CUCP ) to participate as a DBE in DOT-assisted contracts FAA means Federal Aviation Administration. Subcontractor means sub-consultant. Owner and Sponsor means City. 2. Funding of Services: The Agreement is is not AIP Funded. 3. FAA Advisory Circulars: The Consultant must perform services in compliance and in conformance with all applicable and appropriate FAA Advisory Circulars. This includes, but not limited to, FAA Advisory Circular 150/ E, entitled Architectural, Engineering, and Planning Consultant Services for Airport Grant Projects. 4. Audit/Inspection of Records: The following provision applies in addition to the requirements of Section 15 of this Agreement. The Director may require the Consultant to produce other records the Director reasonably determines are necessary to accurately audit the Consultant s compliance with the requirements of this Agreement including, but not limited to, determining compliance with labor and FAA requirements. If the Director requires the Consultant to produce other records, the Director must give the Consultant a reasonable period to produce such other records. If the Consultant does not produce the other records within the period fixed by the Director or within any extension of time granted by the Director, the Consultant must pay the City $25.00 each day that it is late in producing the other records. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of 26

61 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 5. Airport Living Wage Ordinance /Jobs Creation And Reporting Requirement: The Consultant acknowledges and agrees that the services performed pursuant to the Agreement are subject to all applicable provisions of the Airport Living Wage Ordinance set forth in the San José Municipal Code Chapter 25.11, which are available at 6. DBE Program: The following provision is part of this Agreement if the Agreement is AIP Funded. 6.1 General: Because it anticipates being awarded $250,000 or more in AIP funded contracts during the federal fiscal year, the City has an approved DBE program on file with the FAA. Under the DBE program, the City has established an overall DBE participation goal of 6.30% for the Airport for Federal Fiscal Years The City is committed to meeting its overall DBE participation goal from 100% race-neutral participation and 0% through race-conscious measures (contract goals). No contract goal has been established for this Agreement and no demonstration of good faith efforts is required. 6.2 City Expectations: The City is committed to attracting and enhancing diverse business participation amongst DBEs, minority-owned businesses, women-owned businesses and other small and local businesses in its Airport contracts. The City encourages and expects consultants performing Airport contracts to do the same. 6.3 Contractor 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 carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-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 Owner deems appropriate, which may include, but is not limited to: a. Withholding monthly progress payments; b. Assessing sanctions; c. Liquidated damages; and/or d. Disqualifying the Contractor from future bidding as non-responsible. 6.4 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 10 days from the receipt of each payment the prime Contractor receives from the City. The prime Contractor agrees further to return any retainage payments to each subcontractor within 30 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 City. This clause applies to both DBE and non- DBE subcontractors. 6.5 Cooperation with City Reporting Efforts: The Consultant acknowledges that the City needs to prepare and provide reports to the Department of Transportation regarding the use of DBEs on City consultant agreements. The Consultant will cooperate in providing information to the City regarding the use of DBE subconsultants as needed for the City to complete these reports. 7. Access to Records and Reports: The following provision applies if the Agreement is AIP Funded. The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Owner, the Federal Aviation Administration, and the Comptroller General of the Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 2 of 26

62 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] United States or any of their duly authorized representatives, 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. 8. Affirmative Action Requirement: If the Agreement is AIP Funded, the following provision applies to the extent any services performed by Consultant are Construction Work and such Construction Work exceeds $10, The Offeror s or Bidder s attention is called to the Equal Opportunity Clause and the Standard Federal Equal Employment Opportunity Construction Contract Specifications set forth herein. 2. The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor s aggregate workforce in each trade on all construction work in the covered area, are as follows: Timetables Goals for minority participation for each trade: 19.6% Goals for female participation in each trade: 6.9% These goals are applicable to all of the Contractor s construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the Contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the Contractor also is subject to the goals for both its federally involved and non-federally involved construction. The Contractor s compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR (a) and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor s goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part Compliance with the goals will be measured against the total work hours performed. 3. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs (OFCCP) within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this notice and in the contract resulting from this solicitation, the covered area is City. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 3 of 26

63 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 9. Breach of Contract Terms: If the Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $150,000 or more. Any violation or breach of terms of this Agreement 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 contract. Owner will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to terminate the Agreement. The Owner s notice will identify a specific date by which the Contractor must correct the breach. Owner may proceed with termination of the contract if the Contractor fails to correct the breach by the deadline indicated in the Owner s notice. The duties and obligations imposed by the contract 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. 10. Buy American Preference: The following provision applies to this Agreement. The Buy American Preference in 49 USC provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded projects are produced in the United States, unless the FAA has issued a waiver for the product, the product is listed as an Excepted Article, Material Or Supply in the Federal Acquisition Regulation subpart , or product is included in the FAA Nationwide Buy American Waivers Issued list. The Contractor acknowledges that this contract although not itself directly subject to the Buy American Preference of 49 USC may involve services that ultimately will result in the award of a construction contract that is subject to the Buy American Preference. To the extent this contract involves services that may ultimately result in the award of a construction contract that is subject to the Buy American Preference (e.g. design services and cost estimating), the Contractor must provide such services consistent with the application of the Buy American Preference requirements. For example, if the Contractor is required to perform cost estimating, it must perform such cost estimating assuming the application of the Buy American Preference. 11. Civil Rights - General: The following provision is part of this Agreement. The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the request for proposals or request for qualifications 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 Title VI Clauses for Compliance with Nondiscrimination Requirements: The following provision is part of this Agreement. 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: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 4 of 26

64 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 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 Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor s noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. 13. Title VI List of Pertinent Nondiscrimination Acts and Authorities: The following provision is part of this Agreement. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 5 of 26

65 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 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 nondiscrimination 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). Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 6 of 26

66 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 14. Clean Air and Water Pollution Control: If the Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $150,000 or more. Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC q) and the Federal Water Pollution Control Act as amended (33 USC ). 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 subcontractor contracts that exceeds $150, Contract Workhours and Safety Standards Act Requirements: If the Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $100,000 or more, and if the Consultant employs laborers or mechanics (including members of survey crews and exploratory drilling operations, watchmen or guards) to perform the services. 1. Overtime Requirements: No contractor or subcontractor contracting for any part of the Agreement 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) of this clause, 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) of this clause, 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) of this clause. 3. Withholding for Unpaid Wages and Liquidated Damages: The Federal Aviation Administration (FAA) or the City 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 moneys 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 Consultant or subcontractort for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause. 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 clause. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 7 of 26

67 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 16. Copeland Anti-Kickback Act: If the Agreement is AIP Funded, the following provision applies to the extent any service performed by Consultant is Construction Work and such Construction Work exceeds $2,000. Contractor must comply with the requirements of the Copeland Anti-Kickback Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the Owner, a weekly statement on the wages paid to each employee performing on covered work during the prior week. Owner must report any violations of the Act to the Federal Aviation Administration. 17. Davis-Bacon Requirements: If the Agreement is AIP Funded, the following provision applies to the extent any service performed by Consultant is Construction Work and such Construction Work exceeds $2, Minimum Wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. (ii)(a) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 8 of 26

68 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) (C) (D) (iii) (iv) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program: Provided that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis- Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding. 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 the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 9 of 26

69 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, Sponsor, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and Basic Records. (i) (ii)(a) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the Davis-Bacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and that show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the payrolls to the applicant, Sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g. the last four digits of the employee s social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH 347 is available for this purpose from the Wage and Hour Division Web site at or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit them to the applicant, sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 10 of 26

70 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, Sponsor, or Owner). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) The payroll for the payroll period contains the information required to be provided under 29 CFR 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR 5.5 (a)(3)(i), and that such information is correct and complete; (2) Each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3; (3) Each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) (D) (iii) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the Statement of Compliance required by paragraph (3)(ii)(B) of this section. The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the sponsor, the Federal Aviation Administration, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, Sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR Apprentices and Trainees. (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 11 of 26

71 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman s hourly rate) specified in the Contractor s or subcontractor s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice s level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 12 of 26

72 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part Compliance with Copeland Act Requirements. The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract. 6. Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR Part Contract Termination: Debarment. A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of Eligibility. (i) (ii) (iii) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC Certification Debarment and Suspension: If the Agreement is AIP Funded, the following applies if the Maximum Total Compensation is $25,000 or more. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 13 of 26

73 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 1. Contractor Certification: Contractor certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. 2. Certification of Lower Tier Subcontractors Regarding Debarment: The successful Contractor, 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 Contractor will accomplish this by: a. Checking the System for Award Management at website: b. Collecting a certification statement similar to the Certification of Offerer/Bidder Regarding Debarment required of the Contractor as part of the procurement solicitation. c. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. 19. Texting When Driving: If this Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $3,500 or more. 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 Federal Aviation Administration 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 subgrant. 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 Contractor must include the substance of this clause in all sub-tier contracts exceeding $3,500 that involve driving a motor vehicle in performance of work activities associated with the project. 20. Energy Conservation Requirements: If this Agreement is AIP Funded, the following provision applies. Contractor and 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 USC 6201et seq). The Contractor must include the substance of this clause in all sub-tier contracts. 21. Equal Employment Opportunity: If this Agreement is AIP Funded, the following provision applies to the extent any service is Construction Work and such Construction Work exceeds $10,000. Equal Opportunity Clause During the performance of this contract, the Contractor agrees as follows: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 14 of 26

74 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. (3) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers representatives of the Contractor s commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor will comply with all provisions of Executive Order of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The Contractor will furnish all information and reports required by Executive Order of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the Contractor s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Standard Federal Equal Employment Opportunity Construction Contract Specifications 1. As used in these specifications: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 15 of 26

75 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] a. Covered area means the geographical area described in the solicitation from which this contract resulted; b. Director means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S. Department of Labor, or any person to whom the Director delegates authority; c. Employer identification number means the Federal social security number used on the Employer s Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. Minority includes: (1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin regardless of race); (3) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the Contractor is participating (pursuant to 41 CFR part ) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors shall be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor s or subcontractor s failure to take good faith efforts to achieve the Plan goals and timetables. 4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical area where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 16 of 26

76 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the Contractor has a collective bargaining agreement to refer either minorities or women shall excuse the Contractor s obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6. In order for the non-working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees shall be employed by the Contractor during the training period and the Contractor shall have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees shall be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor s employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefore along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or female sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor s efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor s employment needs, especially those programs funded or approved by the Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 17 of 26

77 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f. Disseminate the Contractor s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions, including specific review of these items, with onsite supervisory personnel such superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor s EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor s EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students; and to minority and female recruitment and training organizations serving the Contractor s recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations, such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor s workforce. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part l. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor s obligations under these specifications are being carried out. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 18 of 26

78 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] n. Ensure that all facilities and company activities are non-segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisor s adherence to and performance under the Contractor s EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts of a contractor association, joint contractor union, contractor community, or other similar groups of which the Contractor is a member and participant may be asserted as fulfilling any one or more of its obligations under 7a through 7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor s minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor s and failure of such a group to fulfill an obligation shall not be a defense for the Contractor s noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, if the particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally), the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized. 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. 13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR part Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 19 of 26

79 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government, and to keep records. Records shall at least include for each employee, the name, address, telephone number, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). 22. Federal Fair Labor Standards Act (Federal Minimum Wage): The following provision is part of the Agreement. This contract incorporates 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 has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor Wage and Hour Division. The Contractor must include this provision in each subcontract that it enters into. 23. Trade Restriction Certification: It this Agreement is AIP Funded, the following provision applies. By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror 1. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR); 2. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3. has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR. 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 USC Section Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 20 of 26

80 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 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. 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: 1. 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 USTR or 2. whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3. who incorporates in the public works project any product of a foreign country on such USTR 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 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 USTR, 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 (FAA) may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 24. Certification Regarding Lobbying: If this Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $100,000 or more. The Bidder or Offeror certifies by signing and submitting this bid or proposal or contract, 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 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 Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 21 of 26

81 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 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, subgrants, 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. 25. Prohibition of Segregated Facilities: If this Agreement is AIP Funded, the following provision applies to the extent any service performed by Consultant is Construction Work. a. The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Employment Opportunity clause in this contract. b. Segregated facilities, as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. c. The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Employment Opportunity clause of this contract. 26. Occupational Safety and Health Act of 1970: The following provision is part of this Agreement. 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. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer 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). The employer 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. 27. Procurement of Recovered Materials: If the Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $10,000 or more. Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the extent practicable, the Contractor and subcontractors are to use products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever: Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 22 of 26

82 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 1. The contract requires procurement of $10,000 or more of a designated item during the fiscal year; or 2. The contractor has procured $10,000 or more of a designated item using Federal funding during the previous fiscal year. The list of EPA-designated items is available at Section 6002(c) establishes exceptions to the preference for recovery of EPA-designated products if the contractor can demonstrate the item is: a. Not reasonably available within a timeframe providing for compliance with the contract performance schedule; b. Fails to meet reasonable contract performance requirements; or c Is only available at an unreasonable price. 28. Rights to Inventions: If this Agreement is AIP Funded, the following provision applies to the extent any services provided by Consultant involve the performance of experimental, developmental or research work. 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 37 CFR Contractor must include this requirement in all sub-tier contracts involving experimental, developmental, or research work. 29. Seismic Safety: If this Agreement is AIP Funded, the following provision applies if the Consultant s services involve design of a new building or structural addition to an existing building. 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 that 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. 30. Certifications Regarding Tax Delinquency and Felony Convictions: If this Agreement is AIP Funded, the following provision applies. By executing this Agreement, the Consultant certifies: 1. It has no unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 23 of 26

83 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] 2. It was not convicted of a criminal violation under any Federal law within the preceding 24 months. The Consultant will incorporate the following certification provision in all lower tier sub-consultant agreements and require the sub-consultant to indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark ( ) in the space following the applicable response. Note: Certifications The sub-consultant represents that it is ( ) is not ( ) an entity that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. The sub-consultant represents that it is ( ) is not ( ) is not an entity that was convicted of a criminal violation under any Federal law within the preceding 24 months. If a sub-consultant responds in the affirmative to either of the above representations, the subconsultant is ineligible to receive an award unless the City has received notification from the agency suspension and debarment official (SDO) that the SDO has considered suspension or debarment and determined that further action is not required to protect the Government s interests. The sub-consultant therefore must provide information to the Owner about its tax liability or conviction to the Owner, who will then notify the FAA Airports District Office, which will then notify the agency s SDO to facilitate completion of the required considerations before award decisions are made. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twentyfour (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 31. Termination of Contract: If this Agreement is AIP Funded, the following provision applies if the Maximum Total Compensation is $10,000 or more. 1. Termination for Convenience: 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, Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 24 of 26

84 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] summaries, and other documents and materials prepared by the Consultant 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. 2. Termination for 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 calendar 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: i. Perform the services within the time specified in this contract or by Owner approved extension; ii. iii. Make adequate progress so as to endanger satisfactory performance of the Project; or 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 Consultant 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 nonperformed 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. 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. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 25 of 26

85 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] b. Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: i. Defaults on its obligations under this Agreement; ii. iii. Fails to make payment to the Consultant in accordance with the terms of this Agreement; Suspends the Project for more than 180 calendar 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. 32. Veteran s Preference: If this Agreement is AIP Funded, the following provision applies. 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 USC 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. Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit D: Airport Specific Provisions Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 26 of 26

86 CPMS Contract No.: [Insert CPMS Contract Number.] Consultant: [Insert Consultant s Name.] EXHIBIT E: MAP OF AIRPORT AND GUADALUPE GARDENS (Airport Capital Projects) Form Name: Standard Consultant Agreement (Airport Capital Projects) Exhibit E: Map of Airport and Guadalupe Gardens Form/File No.: /T City Attorney Approval Date: February 5, 2018 Page: 1 of 1