Aerotropolis Master Plan Competitionline by mikeholy

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									 REQUEST FOR PROPOSAL #12109

HUD COMMUNITY CHALLENGE GRANT
    AEROTROPOLIS MASTER PLAN


   Date Issued: February 13, 2012



   PROPOSAL SUBMISSION DEADLINE:

           MARCH 16, 2012
                                TABLE OF CONTENTS


SECTION 1: OVERVIEW                                                          3

1.1    Purpose of the Memphis Aerotropolis Master Plan RFP                   3
1.2    Overview of HUD Community Challenge Grant / Memphis Aerotropolis      3
1.3    Structure of the RFP                                                  5

SECTION 2: AIRPORT CITY MASTER PLAN SCOPE OF WORK                            5

2.1    Develop Work Plan                                                     5
2.2    Inventory-Review Existing Conditions/Plans/Data                       6
2.3    Plan Analysis                                                         6
2.4    Recommendations                                                       7
2.5     Final Report and Presentations                                       7

SECTION 3: RFP RESPONSE REQUIREMENTS                                         7

3.1    Cover Letter                                                           8
3.2    Executive Summary                                                      8
3.3    Project Scope Approach                                               10
3.4    Cost Proposal                                                        10
3.5    References                                                            11
3.6    Equal Business Opportunity Program                                    11
         Eligible MWBE Firms                                              12-13
         Equal Business Opportunity Compliance Form                          14

SECTION 4: PROPOSAL FORMAT AND SUBMISSION POLICIES                          15

4.1    Use of Information                                                   15
4.2    Principal Contact Information                                        15
4.3    Schedule of Activities                                               15
4.4    Submission of Proposals                                              16
4.5    Acceptance Period                                                    17
4.6    Responsiveness                                                       17
4.7    Rejection of Proposals                                               17
4.8    Most Favorable Terms                                                 17
4.9    Contract and General Terms and Conditions                            17
4.10   Costs to Propose                                                     17
4.11   No Obligation to Contract                                            18
4.12   Commitment of Funds                                                  18
4.13   Insurance Coverage                                                   18

SECTION 5: EVALUATION AND CONTRACT AWARD                                    19

5.1    Evaluation Proposal                                                  19
5.2    Clarification of Proposal                                            19
5.3    Evaluation Weighting and Scoring                                     19
5.4    Oral Presentation May Be Required                                    20
5.5    Notification to Proposers                                            20
5.6    Debriefing of Unsuccessful Proposers                                 21
5.7    Protest Procedure                                                    21

EXHIBIT A                                                                   23
EXHIBIT B                                                                   25


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          2
                              SECTION 1: OVERVIEW

1.1   PURPOSE OF THE MEMPHIS AEROTROPOLIS AIRPORT CITY MASTER PLAN

The City of Memphis is seeking proposals from interested and qualified professionals to
develop a master plan for 50 square mile target area around the Memphis International
airport referred to as the Memphis Aerotropolis, Airport City. The U.S. Department of
Housing and Urban Development (HUD) and the City of Memphis Division of Planning
and Development have partnered through the FY 2010 HUD Community Challenge
Grants Program to fund a comprehensive Master Plan for the Memphis Aerotropolis
Airport City area. The Memphis Aerotropolis can be described as the airport-integrated
urban land form where the impact and development attraction of the airport extends out
as far as 25 miles. The 50 square mile area directly around the airport is the most
impacted. The Airport City study area is the main focus of this RFP. Successful
candidates should be able to demonstrate experience in providing a thorough Master
Plan that incorporates a detailed analysis of all characteristics of the area in question
which includes but is not limited to community development, economic development,
business development, and future land use planning and development. A successful
firm is expected to be able to provide thorough analyses for a variety of land uses
surrounding the Memphis International Airport, and implementation strategies in the
redevelopment of Airport City. The successful candidate will be selected and invited to
enter into a contractual relationship with the City of Memphis. The contract will be for a
term ranging from twelve (12) to 18 months.

The City of Memphis has for decades served as the nations’ Quadra-modal
transportation hub. Memphis International Airport is North America’s largest air cargo
hub and the second largest in the world. Memphis also has the fourth largest inland port
and a leading rail and trucking distribution center. Because of these attributes, Memphis
has been identified as America’s Aerotropolis.

Despite the critical importance of the Airport City target area of Memphis, the
Aerotropolis development in Airport City has occurred in a spontaneous and haphazard
fashion producing in some areas results that detract from its economic efficiency,
aesthetic appeal and social and environmental sustainability. The Lamar Avenue
Corridor, which is in the heart of the Aerotropolis development is showing this strain and
represents the lack of coordinated strategic community and transportation planning and
reinvestment. The result has been middle-class flight and increased crime and blight.
The purpose of the Airport City Master Plan is to provide a well thought out and
coordinated plan of action that can be utilized for future development and reinvestment
in the study area.


  1.2 OVERVIEW OF MEMPHIS AEROTROPOLIS COMMUNITY CHALLENGE GRANT PLANNING
                                   PROCESS

The City of Memphis was awarded funding from HUD to develop a Master Plan for the
Memphis Aerotropolis Airport City study area. The Master Plan will be an implementable
document that will incorporate a real estate market analysis and urban design plan.
Because each RFP will be advertised separately, one firm can bid on all three RFPs.

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City of Memphis Aerotropolis Master Plan RFP                          3
The selected firm will be responsible for collaborating with the developer of the real
estate market analysis firm and urban design team to arrive at a cohesive,
implementable master plan that incorporates the six livability principles Partnership for
Sustainable Communities, the interagency partnership between HUD, DOT, and EPA,.
As a result, the successful candidate should demonstrate experience in working with
such projects that exemplifies the principles listed below.

Alignment with Livability Principles
The City of Memphis Aerotropolis/Lamar Corridor Initiative aligns with five of HUD’s Six
Livability Principles in that it will result in:

1) More transportation choices. The Aerotropolis Master Plan will focus on strategies to
improve safety and decrease congestion that will ultimately reduce household and
industrial energy consumption and transportation costs as well as reduces greenhouse
gas emissions through lowered idling times. Public transportation options will be
improved and the Master Plan will provide opportunities for safe walking and biking
routes. An examination of all transportation options including review of the transit system
as well as the major and collector roadway system to ensure efficient connections and
access for commuter and business traffic will be included.

2) More equitable, affordable housing. In the case of the Project Area, much work will be
focused on a comprehensive redevelopment effort to decrease the effects of
concentrated neighborhood poverty. This will be accomplished through blight abatement,
mixed income development, and promotion of higher quality, walk able community
housing options that will attract the full range of wage earners.

3) Enhanced Economic Competitiveness. Economic competitiveness will be improved
with plans for reliable and timely access to employment centers, business recruitment,
expanded business access to markets, and neighborhoods that attract residents with
buying power to support local businesses. There are three major employment centers
located within the study area. The Lamar Industrial complex includes around 60,000,000
square feet of industrial, warehouse and distribution space located in the eastern portion
of the study area. The daytime population of the Project Area is 101,022. (Source:
DemographicsNOW.) The Airport/FedEx/UPS complex is located in the center of the
study area is a major employment center. Elvis Presley Boulevard/Graceland Tourist
and commercial center is in the western portion of the study area. These employment
complexes are within a ten-minute drive of surrounding neighborhoods with 43,580
households.

4) Support Existing Communities. The Aerotropolis/Lamar Corridor Initiative is primarily
focused on infill redevelopment opportunities to support existing communities. A study to
identify properly zoned vacant land for infill development along transit-ways and major
roads is essential. Identification of incentives; the availability of existing infrastructure;
adjacency of employment centers and transit availability would all be used as factors to
encourage appropriately sited infill development for adjacent job producing commercial
and industrial uses; as well as mixed use and medium density residential development.
Additionally, the Initiative focuses on new investments for business recruitment and
commercial incentives to support revitalization of this critical economic engine for the
City.



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City of Memphis Aerotropolis Master Plan RFP                          4
5) Coordinate Policies and Leverage Investment. There are multiple projects now
underway or recently completed in the project area under the jurisdiction and control of
the following Federal and State entities: The Federal Transit Administration, Federal
Highway Administration, Tennessee Department of Transportation, Mississippi
Department of Transportation, Arkansas Highway Department, Department of Housing
and Urban Development, Delta Regional Authority, Shelby County government, City of
Memphis government, as well as the private corporate entities Elvis Presley’s
Graceland, FedEx, and Smith/Nephew. There is no coordinated Master Plan and often
competing and conflicting redevelopment priorities.



1.3    STRUCTURE OF RFP

       SECTION 1:   OVERVIEW
       SECTION 2:   AIRPORT CITY MASTER PLAN SCOPE OF WORK
       SECTION 3:   RFP RESPONSE REQUIREMENTS
       SECTION 4:   PROPOSAL FORMAT AND SUBMISSION PROCESS
       SECTION 5:   RFP SCORING MODEL



               SECTION 2: AIRPORT CITY MASTER PLAN SCOPE OF WORK


TASK 2.1: DEVELOP WORK PLAN

2.1.1: Develop detailed work plan including tasks and schedule for Plan Elements such
       as Land Use; Transportation and Transit; Housing and Neighborhoods; Public
       Safety; Utilities and Infrastructure; Green Infrastructure; Urban Design; Real-
       estate Market; Development Incentives; and other elements as necessary.

2.1.2: Develop task schedule coordinating Real-estate Market Consultant; Urban
       Design Consultant; and local Consortium partners.

2.1.3: Develop citizen participation plan including six (6) public meetings.

TASK 2.2: INVENTORY - REVIEW EXISTING CONDITIONS/PLANS/DATA

2.2.1: Review plans for area: Memphis Airport Area Development Corporation Market
       Analysis and Development Strategy; Regional Freight Infrastructure Plan; Airport
       Economic Impact Study; Elvis Presley Enterprises Plan; TDOT Lamar /Airways/
       Winchester road projects; City and County Capital Improvement Programs.
       Review other plans as necessary.

2.2.2: Review, refine and coordinate inventory data from local partners and other
       consultants.

2.2.3: Generate other data required to execute work plan.



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City of Memphis Aerotropolis Master Plan RFP                          5
2.2.4: Inventory vacant land sites of 50 acres or larger that could be converted for
       industrial/commercial development.

2.2.5: Identify restrictions such as wetlands, floodplains, ownership, and infrastructure
       gaps that inhibit efficient development.

2.2.6: Research the use and structure of nonprofit corporations for redevelopment of
       similar target areas in Memphis or other communities.

2.2.7: Conduct interviews with stakeholders in the area including businesses, real
       estate professionals, property owners, elected officials, planners, elected
       officials, community and civic leaders, etc. (Approximately 40)

2.2.8: Produce Inventory Summary Report combining and refining all consultants and
       local partners’ data.

Task 2.3: PLAN ANALYSIS

2.3.1: Detail assets, problems and opportunities for improvements in each Plan
       Element.

2.3.2: Identify vacant land areas of 50 acres or larger and analyze the development
       potential as well as the requirements for converting these sites into industrial
       activities.

2.3.3: Analyze the organizational requirements to execute the plan including potential
       and sources of funding for an Airport City Development Corporation.

2.3.4: Analyze legal and regulatory development processes including new zoning
       districts and patterns in the area;

2.3.5: Evaluate existing and potential economic development incentives that can be
       tailored for use in the study area.

2.3.6: Review, refine and coordinate all data and analyze opportunities. Produce
       Analysis Summary Report combining all consultants’ and local partners’ analysis.

Task 2.4: RECOMMENDATIONS

2.4.1: Prepare recommendations by each element such as land use, zoning, utilities,
       transportation/ transit, housing conditions, neighborhood stabilization, public
       safety and other elements as necessary.

2.4.2: Recommend the process for enhancing existing economic development
       incentives; and, developing and implementing additional Federal, State and Local
       incentives that would encourage the redevelopment of the Airport City study
       area. Recommend changes to streamline regulatory processes.

2.4.3: Identify appropriate organizational structures and funding mechanisms to
       execute the plan elements.


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City of Memphis Aerotropolis Master Plan RFP                          6
2.4.5: Specify viable reuse potential for vacant and underutilized properties in the area.
       Determine types of development that can be supported, areas that are the
       highest priority, and make land use recommendations. Identify and prioritize ten
       (10) vacant land sites (50 acres or larger); and specify strategies to develop
       properties for commercial and industrial uses.

2.4.6: Hold six (6) public meetings to get community input and use feedback to refine
       recommendations.

2.4.7: Produce the Recommendations Summary Report, combining and refining all
       consultants’ and local partners’ recommendations.

2.4.8: Prepare Action Plan prioritizing recommendations into a three year schedule.

Task 2.5: FINAL REPORT AND PRESENTATIONS

2.5.1: Prepare final report with twenty (20) printed copies and one (1) copy in electronic
       format.

2.5.2: Make three (3) major project presentations of the plan results.



                   SECTION 3: RFP RESPONSE REQUIREMENTS


This section describes the contents of Consultant’s proposal and provides an outline of
how the Consultant should organize it. Consultant’s proposal will not be considered
responsive unless it fully complies with the requirements in this Section, as well as the
additional instructions provided at Section 4 regarding the required Proposal formats and
submission process.

Specifically, Consultant’s proposal shall include each of the sections referenced in the
table below. The requirements for each of these Proposal sections are described in
more detail in this Section 3.


CONSULTANT'S PROPOSAL WILL BE DISQUALIFIED FROM
THIS RFP PROCESS IF THE CONSULTANT FAILS TO CONFORM TO THE
PROPOSAL INSTRUCTIONS IN THIS SECTION.

Sections and Topics


Section 3.1 – Cover Letter
Section 3.2 – Executive Summary
Section 3.3 -- Project Scope Approach
Section 3.4 – Pricing Model
Section 3.5 -- References
Section 3.6 – Insurance and Indemnification

_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          7
3.1     COVER LETTER

        Consultant’s Proposal shall contain a cover letter acknowledging Consultant's
        understanding of the RFP process and requirements set forth in this RFP,
        including its commitment to its proposal. The cover letter must be signed and
        dated by a person authorized to legally bind the Consultant to a contractual
        relationship, e.g., the President or Executive Director if a corporation, the
        managing partner if a partnership, or the proprietor if a sole proprietorship. Along
        with introductory remarks, the Letter of Submittal is to include by attachment the
        following information about the Consultant and any proposed subcontractors:

        1.     Name, address, principal place of business, telephone number, and fax
               number/e-mail address of legal entity or individual with whom contract
               would be written.

        2.     Name, address, and telephone number of the principal officer(s)
               (President, Vice President, Treasurer, Chairperson of the Board of
               Directors, etc.).

        3.     Legal status of the Consultant (sole proprietorship, partnership,
               corporation, etc.) and the year the entity was organized to do business,
               as it now substantially exists.

        4.     Federal Employer Tax Identification number.

        5.     Location of the facility from which the Consultant would operate.

        6.     Identification of any City employees or former City employees employed
               or on the firm’s governing board as of the date of the proposal. Include
               their position and responsibilities within the Consultant’s organization. If
               following a review of this information, it is determined by the City of
               Memphis that a conflict of interest exists; the Consultant may be
               disqualified from further consideration for the award of a contract.


3.2 EXECUTIVE SUMMARY

Consultant’s proposal shall begin with an executive summary providing an overview of
Consultant’s experience. The executive summary should include a description of the
following:

3.2.1   The consultant team must demonstrate relative experience and capacities in the
        following fields:
                     Urban Planning
                     Transportation Planning
                     Community and Economic Development Planning
                     Real Estate Market Analyses
                     Sustainable Community Development Planning


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          8
3.2.2   PROJECT TEAM STRUCTURE/INTERNAL CONTROLS – Provide a description of the
        proposed project team structure and internal controls to be used during the
        course of the project, including any subcontractors. Provide an organizational
        chart of your firm indicating lines of authority for personnel involved in
        performance of this potential contract and relationships of this staff to other
        programs or functions of the firm. This chart must also show lines of authority to
        the next senior level of management. Include who within the firm will have prime
        responsibility and final authority for the work.

3.2.3   STAFF QUALIFICATIONS/EXPERIENCE – Identify staff, including subcontractors, who
        will be assigned to the potential contract, indicating the responsibilities and
        qualifications of such personnel, and include the amount of time each will be
        assigned to the project. Provide résumés for the named staff, which include
        information on the individual’s particular skills related to this project, education,
        experience, significant accomplishments and any other pertinent information.
        The Consultant must commit that staff identified in its proposal that will actually
        perform the assigned work. Any staff substitution must have the prior approval of
        the City of Memphis.

3.2.4   EXPERIENCE OF THE CONSULTANT

        Indicate the experience the Consultant and any subcontractors have in producing
        Land Use, Transportation, or Economic Development Master Plans.

        Provide any other relevant experience that indicates the qualifications of the
        Consultant, and any subcontractors, for the performance of the potential contract.
        Include a list of contracts that the Consultant has had during the last five years
        that relate to the Consultant’s ability to perform the services needed under this
        RFP.


3.2.5   RELATED INFORMATION


        If the Consultant or any subcontractor contracted with the City of Memphis during
        the past 24 months, indicate the name of the City of Memphis agency, the
        contract number and project description and/or other information available to
        identify the contract.

        If the Consultant’s staff or subcontractor’s staff was an employee of the City of
        Memphis during the past 24 months, or is currently a City of Memphis employee,
        identify the individual by name, the City agency previously or currently employed
        by, job title or position held and separation date.

        If the Consultant has had a contract terminated for default in the last five years,
        describe such incident. Termination for default is defined as notice to stop
        performance due to the Consultant’s non-performance or poor performance and
        the issue of performance was either (a) not litigated due to inaction on the part of
        the Proposer, or (b) litigated and such litigation determined that the Proposer was
        in default.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          9
        Submit full details of the terms for default including the other party's name,
        address, and phone number. Present the Consultant’s position on the matter.
        The City of Memphis will evaluate the facts and may, at its sole discretion, reject
        the proposal on the grounds of the past experience. If no such termination for
        default has been experienced by the Consultant in the past five years, so
        indicate.


3.3     PROJECT SCOPE APPROACH


3.3.1   Project Approach/Methodology – Include a complete description of the
        Consultant’s proposed approach and methodology for the project. This section
        should convey consultant’s understanding of the proposed project.

3.3.2   Proposed Work Plan – Include all project requirements and the proposed tasks,
        services, activities, etc. necessary to accomplish the scope of the project defined
        in this RFP. This section of the technical proposal must contain sufficient detail
        to convey to members of the evaluation team the Consultant’s knowledge of the
        subjects and skills necessary to successfully complete the project. Include any
        required involvement of City of Memphis staff. The Consultant may also present
        any creative approaches that might be appropriate and may provide any
        pertinent supporting documentation.

3.3.3   Project Schedule – Include a proposed project schedule indicating when the
        elements of the work will be completed and when deliverables will be provided.

3.3.4   Deliverables – Fully describe proposed deliverables to be submitted under the
        proposed contract.


3.4     COST PROPOSAL

        The evaluation process is designed to award this procurement not necessarily to
        the Consultant of least cost, but rather to the Consultant whose overall proposal
        best meets the requirements of this RFP. However, Consultants are encouraged
        to submit proposals that are consistent with City government efforts to conserve
        City resources.


3.4.1   Identification of Costs
        Identify all costs including expenses to be charged for performing the services
        necessary to accomplish the objectives of the contract. The Consultant is to
        submit a fully detailed budget including staff costs, administrative costs, travel
        costs, and any other expenses necessary to accomplish the tasks and to
        produce the deliverables under the contract. Consultants are required to collect
        and pay City and State sales tax, if applicable.

        Costs for subcontractors are to be broken out separately.



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City of Memphis Aerotropolis Master Plan RFP                          10
3.4.2   Computation
        The score for the cost proposal will be computed by dividing the lowest cost
        proposal received by the Consultant’s proposed cost. Then the resultant number
        will be multiplied by the maximum possible points for the cost section.



3.5     REFERENCES

        List contract reference numbers, contract period of performance, contact
        persons, telephone numbers, and fax numbers/e-mail addresses, and briefly
        describe the type of service provided. The Consultant and staff proposed to
        provide the services must grant permission to the City of Memphis to contact
        references, and others for whom services have been provided. Do not include
        current City of Memphis staff as references. References will be contacted and
        scored for the top-ranking proposal(s) only.


3.6     EQUAL BUSINESS OPPORTUNITY (EBO) PROGRAM

        This contract will be subject to the requirements of the City of Memphis
        Ordinance #5384 which establishes the Equal Business Opportunity (“EBO”)
        Program. It is up to the respondent to ensure that all requirements of this
        ordinance are met. The Ordinance may be accessed on the City’s website at
        www.memphistn.gov under “Doing Business”. The intent of the EBO Program is
        to increase the participation of locally owned minority and women owned
        business enterprises (“M/WBE”) in the City’s purchasing activities. Toward
        achieving this objective, the M/WBE participation goal for this solicitation is 30%.
        The percentage of M/WBE participation is defined as the dollar value of
        subcontracts awarded to certified minority and/or women business enterprises
        divided by the total proposed base bid amount.


        Participation Plan

        The Participation Plan must include: (1) level and dollar amount of participation
        your firm anticipates to achieve in the performance of contract resulting from this
        RFP; (2) the type of work to be performed by the M/WBE participation; and (3)
        the names of the M/WBEs the respondent plans to utilize in the performance of
        the contract resulting from this RFP.


        Eligible M/WBE Firms

        To qualify as an M/WBE firm, per the requirements of City of Memphis Ordinance
        #5384, a firm must be included on the City’s list of certified M/WBE firms. One or
        a combination of several M/WBEs may be utilized to meet the established goal of
        30%. A list of the City’s eligible MWBE firms is included on the next page.




_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          11
      Company Name           Contact        Industry Type   Class   Ethnicity & Gender               Email                       WEB                            Product/Service Offerings
                                                                                                                                                  Provide Consulting services to federal government
                                                                                                                                                  contractors and subcontractors. Develop written
                                                                                                                                                  affirmative and action plans for clients. Secondary
 AAP RESOURCE                             GENERAL                   Black American                                                                services: the facilitation of Diversity, EEO and
 GROUP                    Adrian Bond     CONSULTANTS       MBE     Male                 aapresgrp@att.net               aapresourcegroup.com     Sexual Harassment prevention training.
                                                                                                                                                  Program/Construction Management, QA/QC
                                                                                                                                                  Construction Inspection, Material Testing,
                          Duyile                                                                                                                  Surveying, Civil, Structure, mechanical and
                          Solomon                                   Black American                                                                Electrical Engineering, Cost Estimating, CPM
 AFRAM CORPORATION        Akinduro        ENGINEERS         MBE     Male                 dsa@aframcorp.com               www.aframcorp.com        Scheduling and Project Management.

 ARUN WAGH, INC.          Arun Wagh       ENGINEERS         MBE     Asian Indian Male    arunw@comcast.net                                        Geotechnical and environmental engineering
 BOUNDS & GILLESPIE       Danny G.                                  Black American
 ARCHITECTS, PLLC         Bounds          ARCHITECTS        MBE     Male                 dbounds@bngarchitects.com       bngarchitects.com        Architectural Design Services
                          Constance                                 White American
 CHS ENGINEERING          Hickey Scott    ENGINEERS         WBE     Female               chscott@chsengineering.com                               Professional Engineering Design and Consulting.
 CLARK-DIXON                                                        White American
 ASSOCIATES               Dianne Dixon    ARCHITECTS        WBE     Female               Info@ClarkDixonArchitects.com                            Professional architectural services
                                                                                                                                                  (1) Provides financial advisory and consulting
                                                                                                                                                  services in the areas of municipal finance,
                          Archie Willis   FINANCE/INSURAN           Black American       awwillis@community-             www.community-           affordable housing and community development.
 Community Capital, LLC   III             CE                MBE     Male                 capital.com                     capital.com              (2) Affordable housing development.
                                          GENERAL                   White American                                       www.consiliencegroup.
 Consilience Group, LLC   Lee Harness     CONSULTANTS       WBE     Female               lee@consiliencegroup.com        com                      Strategic Planning and Implementation.
                          Neeraj                                                                                                                  Architectural Design, Planning, Interior Design
 DESIGN GROUP, LLC        Kumar           ARCHITECTS        MBE     Asian Indian Male    designgroup50@yahoo.com                                  Services.
                                                                                                                                                  Professional mechanical and electrical engineering
 Dunning-Martin           Lecia Martin,                             Black American                                       dunningmartinengineeri   services. Design electrical, HVAC & Plumbing
 Engineering              PE              ENGINEERS         MBE     Female               LMartin925@aol.com              ng.com                   systems.
                                          ENVIRONMENTAL
                                          CONSULTING/SER            White American
 ENVIROREM, INC.          Jane Atkins     VICES             WBE     Female               jane@envirorem.com              www.envirorem.com        Asbestos abatement, mold remediation, testing etc.
                                                                                                                                                  HVAC, Plumbing & Fire Protections Design
 Gala Engineering, Inc.   Visanji Gala    ENGINEERS         MBE     Asian Indian Male    vtg@galaengineering.com                                  Services For commercial Buildings.
 GHASSEMI &                                                                                                                                       Land Surveys, Civil Engineering, Planning, Design
 ASSOCIATES, LLC          Mac                                       Native American                                                               (G&A), Heavy Construction, Water and Sewer
                          Ghassemi        ENGINEERS         MBE     Male                 mrg@ghassemillc.com             ghassemillc.com          Construction, Utilities (Trim)


                                                                                                                                                                                                 12
City of Memphis Aerotropolis Master Plan RFP
    Company Name              Contact       Industry Type   Class   Ethnicity & Gender               Email                      WEB                       Product/Service Offerings
                                                                                                                                             Environmental Consulting: Indoor Air Quality (IAQ)
                                                                                                                                             mold studies; Title V and other permit applications,
                                                                                                                                             permitting and regulatory compliance assistance,
                                          ENVIRONMENTAL                                                                                      Remedial Investigations (RI) including soil, ground
Hess Environmental                        CONSULTING/SER            White American                                                           water, drums, etc. for hazardous waste cleaners
Services, Inc.             Connie Hess    VICES             WBE     Female               hes@hessenv.com                www.hessenv.com
JAMNU H. TAHILIANI &                                                                                                                         Consulting engineering; structural engineering
ASSOCIATES, INC.           C. N. Jha      ENGINEERS         MBE     Asian Indian Male    cnjha@tahiliani.com                                 design and drafting
                                                                                                                                             Engineering Services: Residential subdivision
                                                                                                                                             design, Commercial and Industrial site design,
                                                                                                                                             Roadway design, Gravity and pressure sanitary
                                                                                                                                             sewer design, Water system modeling and design,
Ledford Engineering &                                               White American       ledfordeng_plan@ledfordep.co                        Earthwork computations, Land planning and re-
Planning, LLC              Jean Ledford   ENGINEERS         WBE     Female               m                                                   zoning services, Const
                                                                                                                                             Civil engineering design and consulting services
                                                                                                                                             including site development, water, wastewater,
POWERS HILL DESIGN,        Nisha                                    Asian Indian                                                             drainage, hydraulics, hydrology, transportation,
LLC                        Powers         ENGINEERS         MBE     Female               npowers@phdmemphis.com         www.phdmemphis.com   roadway, "Context Sensitive Solutions".
RWF Enterprise dba RWF     Robert                                   Black American                                                           RWF Design is a consulting company specializing in
Design                     Franks III     ARCHITECTS        MBE     Male                 rwf.ent@earthlink.com                               design and architectural support services.
Sarah K.E. Hadskey,        Sarah                                    White American
Architect DBA SAM Studio   Hadskey        ARCHITECTS        WBE     Female               shadskey@SAMstudio.biz                              Professional architectural services
                                          ENVIRONMENTAL                                                                                      Environmental consulting, (UST, RCRA, WPE,
SCS ENVIRONMENTAL          Shawn          CONSULTING/SER            White American                                                           APC) Waste profiling and hauling, Emergency
GROUP, LLC                 Stewart-Pool   VICES             WBE     Female               spool@scsenv.com               www.scsenv.com       Response (level B), Phase I,II,III, ESA
Self Tucker Architects,    Jimmie                                   Black American
Inc.                       Tucker         ARCHITECTS        MBE     Male                 jtucker@selftucker.com         www.selftucker.com   Architectural Services
SITE PRO                                  ENVIRONMENTAL
ENVIRONMENTAL              Nanette        CONSULTING/SER            White American                                                           Erosion Prevention & Sediment Control, Storm
SERVICE, LLC               Smith          VICES             WBE     Female               siteproenviro@bellsouth.net                         Water Management.
                           Cindy J.       PROFESSIONAL              White American                                                           We offer professional services in planning, zoning,
SR CONSULTING, LLC         Reaves         SERVICES          WBE     Female               cindy@srce-memphis.com                              engineering and plan expediting.

T.H.Y., INCORPORATED       Teck Tang      ENGINEERS         MBE     Asian Pacific Male   ttang@thyinc.com                                    Land Surveying, Civil Engineering.
                                          GENERAL                   Asian Pacific                                                            Market Research, Data Analysis, Technical Reports,
THE NBM ASSOCIATES         Yi Liu         CONSULTANTS       MBE     Female               yliu@the-nbm-associates.com                         Consulting


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          13                                                                                                                   13
                           CITY OF MEMPHIS
         EQUAL BUSINESS OPPORTUNITY PROGRAM COMPLIANCE FORM


PROJECT TITLE: Aerotropolis Master Plan

Project M/WBE GOAL: 30%

The following sections must be completed by bidder. A certified subcontractor or supplier
is defined as a firm from the list of certified firms provided with this specification.

________________________________________________________________
Bidder's Name

Section A - If the bidder is a certified firm, so indicate here with a check mark.

_____________ MBE ______________ WBE

Section B - Identify below those certified firms that will be employed as subcontractors or
suppliers on this project. By submitting this bid, the bidder commits to the use of the
firms listed below.

$        =     Show the dollar value of the subcontract to be awarded to this firm

%        =     Show the percentage this subcontract is of your base bid

M/WBE = Show by inserting an M or W whether the subcontractor is an MBE or WBE

$ or %         MWBE                  SERVICE                 Certified Subcontractor
                                                                     Contact




Total MBE___________

Total WBE___________



THIS FORM and SUPPORTING DOCUMENTATION MUST BE SUBMITTED WITH
THE BID OR THE BID WILL BE CONSIDERED NON-CONFORMING.




                                                                                        14
       SECTION 4: PROPOSAL FORMAT AND SUBMISSION PROCESS

4.1   USE OF INFORMATION

      Consultant may not make any public announcement relating to this RFP or
      otherwise publicize the existence or contents of this RFP. Any Consultant that
      discusses this RFP or the initiative with anyone within or outside the City other
      than the persons and entities permitted pursuant to this RFP will risk elimination
      from further participation in the bidding process due to breach of confidentiality,
      in addition to enforcement by the City of any other remedies available to it. All
      correspondence about this RFP and the Initiative should be limited to the
      Principal Contact described in Section 4.2 or other designated City
      personnel or agents.


4.2   PRINCIPAL CONTACT AND INFORMATION REQUESTS

      Dexter Muller, Greater Memphis Chamber Senior Vice President of Community
      Development, is the principal point of contact (the “Principal Contact”) for
      all matters relating to this RFP. Consultant should direct all inquiries to the
      Principal Contact at dmuller@memphischamber.com. Consultant should not,
      under any circumstances, contact any City personnel (including senior City
      management or City employees with whom Consultant has an existing business
      or personal relationship) to discuss this RFP without the Principal Contact’s prior
      written consent. Utmost discretion is expected of Consultant and all other RFP
      recipients. Any recipient attempting to circumvent this process will risk elimination
      from further participation in the bidding process.


4.3   SCHEDULE OF ACTIVITIES

      a. In order to accelerate the selection process the City anticipates, the City has
         developed an estimated timeline for this initiative. The City will move as
         quickly and efficiently as possible to determine the feasibility of Consultant’s
         Proposals.

      b. As a result, the City requests that Consultant make a dedicated team
         available to participate in the proposal development and evaluation
         processes as necessary to participate in the activities and meet the deadlines
         provided in the table below. This may include interviews with the selection
         committee.

      c. It is the City’s option to conduct interviews with finalists. However, the City is
         in no way obligated to interview finalists.

      d. The City reserves the right to modify or update this schedule at any point in
         time.

      In no event shall the deadline for submission of the proposal be changed
      except by written modification by the City of Memphis Purchasing
      Department.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          15
Activity                                                 Date
Publish RFP                                              February 13, 2012
Consultants Questions Submission                         February 22, 2012 5:00 pm CDT
City Response to Questions                               February 27, 2012 5:00 PM CDT
Proposal Submission Deadline                             March 16, 2012 2:00 pm CDT
Select three (3) Finalists - Optional                    Week of March 19-23, 2012
Finalists Presentations – Optional (City’s Discretion)   Week of March 26-30, 2012
Negotiations                                             April 2012
Agreement Finalization                                   May 2012

4.4    SUBMISSION OF PROPOSALS

       Proposals must be submitted in hard copy and at least one copy of the
       submission must contain original signatures. Proposals may not be transmitted
       electronically or via facsimile.

       Consultants are required to submit six (6) copies of their proposal. One (1) copy
       must have original signatures and the additional copies may have photocopied
       signatures. The proposals should be mailed or hand delivered. Whether mailed
       or hand delivered, proposals must be received by the City of Memphis no later
       than 2:00 p.m. local time in Memphis, Tennessee on Friday March 16, 2012.
       The proposal is to be sent to City of Memphis Purchasing Agent, Room 354,
       City Hall, 125 N. Main St., Memphis TN, 38103. The envelope should be
       clearly marked “RFP #12109 - Proposal Document- Aerotropolis Master Plan

       Consultants mailing proposals should allow normal mail delivery time to ensure
       timely receipt of their proposals by the City of Memphis. Consultant’s hand
       delivering proposals should allow time for traffic congestion. Consultants
       assume the risk for the method of delivery chosen; the City of Memphis will
       accept no responsibility for delays caused by any delivery service.

         Consultants are specifically advised that as to proposal submittal:

       1. Late proposals will not be accepted and will be automatically disqualified from
          further consideration.

       2. The proposal must respond to the procurement requirements, and should not
          respond by referring to material presented elsewhere.

       3. The proposal must be complete and must stand on its own merits.

       4. Failure to respond to any portion of this procurement document may result in
          rejection of the entire proposal as being non-responsive.

       5. All proposals and any accompanying documentation submitted in response to
          this procurement shall become the property of the City of Memphis and will
          not be returned.

_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          16
4.5    ACCEPTANCE PERIOD

       Proposals must provide sixty (60) days for acceptance by City from the due date
       for receipt of proposals.

4.6    RESPONSIVENESS

       All proposals will be reviewed by the City, and the RFP Coordinator to determine
       compliance with administrative requirements and instructions specified in this
       RFP. The City of Memphis reserves the right, however, at its sole discretion to
       waive minor administrative irregularities in the proposals received.


4.7    REJECTION OF PROPOSALS

       The City of Memphis reserves the right at its sole discretion to reject any and all
       proposals received without penalty.


4.8    MOST FAVORABLE TERMS

       The City of Memphis reserves the right to make an award without further
       discussion of any proposal submitted. Therefore, the proposal should be
       submitted on the most favorable terms that the Consultant can propose. There
       will be no best and final offer procedure. The City of Memphis does reserve the
       right to contact a Consultant for clarification of its proposal during the evaluation
       process. In addition, the City of Memphis reserves the right to enter into contract
       negotiations with the apparent successful Contractor, which may include
       discussion regarding the terms of the proposal. Contract negotiations may result
       in incorporation of some or all of the Consultant’s proposal. The Consultant
       should be prepared to accept this RFP for incorporation into a contract resulting
       from this RFP. It is also understood that the proposal will become part of the
       official procurement file.

4.9    CONTRACT AND GENERAL TERMS AND CONDITIONS

       The apparent successful contractor will be expected to enter into a contract that
       is substantially the same as the sample contract and its general terms and
       conditions attached hereto as Exhibit B. In no event is a Consultant to submit its
       own standard contract terms and conditions in response to this solicitation. The
       Consultant may submit exceptions as allowed in the Certifications and
       Assurances section, Exhibit A to this solicitation. The City of Memphis will review
       requested exceptions and accept or reject the same at its sole discretion.

4.10   COSTS TO PROPOSE

       The City of Memphis will not be liable for any costs incurred by the Consultant in
       preparation of a proposal submitted in response to this RFP, in conduct of a
       presentation, or any other activities related to responding to this RFP.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          17
4.11   NO OBLIGATION TO CONTRACT

       Issuance of this RFP does not obligate the City of Memphis to contract in whole
       or in part for services specified herein.

4.12   COMMITMENT OF FUNDS

       The Mayor of the City of Memphis is the only individual who may legally commit
       the City to the expenditures of funds for a contract resulting from this RFP. No
       cost chargeable to the proposed contract may be incurred before receipt of a fully
       executed contract.

4.13   INSURANCE COVERAGE

       The Contractor shall, at its own expense, obtain insurance coverage that shall be
       maintained in full force and effect during the term of the contract. The Contractor
       shall furnish evidence in the form of a Certificate of Insurance that insurance
       shall be provided, and a copy shall be forwarded to the City of Memphis prior to
       execution of any agreement resulting from this RFP process.

       LIABILITY INSURANCE

       1.     Commercial General Liability Insurance. Contractor shall maintain
              general liability (CGL) insurance which shall include Premises and
              Operations, Contractual Liability, Independent Contractor’s Liability and
              Broad Form
              Property Damage Liability coverage:
              General Aggregate $1,000,000
              Products- Completed Operations $1,000,000
              Personal & Advertising $1,000,000
              Each Occurrence $1,000,000 (Bodily Injury & Property Damage)
              Fire Damage any One Fire $50,000
              Medical Expenses any one person $5,000
              General Liability coverage shall also include Liquor Liability coverage
              within limits of not less than $1,000,000 per occurrence if any alcoholic
              beverages are to be served.

       2.     Business Auto Policy. As applicable, the Contractor shall maintain
              business auto liability and, if necessary, commercial umbrella liability
              insurance with a limit not less than $1,000,000.00 per occurrence
              combined single limits. Such insurance shall cover liability arising out of
              “Any Auto.”

       3.     Property Insurance, The Contractor shall be responsible for maintaining
              any and all PROPERTY INSURANCE on their equipment and shall
              require all subcontractors to do likewise.

       4.     Workers Compensation.           Employers Liability in accordance with
              statutory requirements and limits of the State of Tennessee and shall
              require all subcontractors to do likewise.

_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          18
                $100,000 Each Accident, ’$500,000 Disease Policy Limit
                $100,000 Disease Each Employee

            The above insurance policies shall include the following provisions:

      1.        Additional Insured.          The City of Memphis, its officials, agents,
                employees and representatives shall be named as Additional Insured’s on
                all liability policies. The additional insured endorsement shall be attached
                to the Certificate of Insurance.

      2.        Cancellation. The City of Memphis shall be provided written notice, thirty
                (30) days before cancellation or material change in the policy; notice
                thereof shall be given to the City of Memphis Risk Manager by registered
                mail, return receipt requested.


              SECTION 5: EVALUATION AND CONTRACT AWARD

5.1   EVALUATION OF PROPOSAL

      Responsive proposals will be evaluated strictly in accordance with the
      requirements stated in this solicitation and any addenda issued. The evaluation
      of proposals shall be accomplished by an evaluation team, to be designated by
      the City of Memphis and the Study Committee, which will determine the ranking
      of the proposals.

5.2   CLARIFICATION OF PROPOSAL

      The RFP Coordinator may contact the Consultant for clarification of any portion
      of the Consultant’s proposal.

5.3   EVALUATION WEIGHTING AND SCORING

      The following weighting and points will be assigned to the proposal for evaluation
      purposes:

       Technical Proposal – 30%                                                         60 points


       Project Approach/Methodology               15 points (maximum)

           Quality of Proposed Work Plan          25 points (maximum)

           Project Schedule                       10 points (maximum)

           Project Deliverables                   10 points (maximum)



_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          19
       Management Proposal – 50%                                                    100 points

       Project Team Structure/
         Internal Controls                     25 points (maximum)

        Staff Qualifications/Experience        25 points (maximum)

        Experience of the Consultant           50 points (maximum)



       Cost Proposal – 20%                                                           40 points

          Sub-Total                                                                 200 points

       References                                                                   10 points
                                                                                   _________

          Total for Written Proposal                                                210 points

      References will be contacted for the top-scoring proposer(s) only and will then be
      scored and added to the total score.


5.4   ORAL PRESENTATION MAY BE REQUIRED

      The City of Memphis, at its sole discretion, may elect to select the top scoring
      finalist(s) from the written evaluation for an oral presentation and final
      determination of contract award. Should the City elect to hold oral presentations,
      it will contact the top-scoring firm(s) to schedule a date, time and location.
      Commitments made by the Consultant at the oral interview, if any, will be
      considered binding.

      The score from any oral presentation(s) will be combined with the score(s) from
      the written proposal to determine the apparently successful proposer.


5.5   NOTIFICATION TO PROPOSERS

      Firms whose proposals have not been selected for further negotiation or award
      will be notified via fax or by e-mail.




_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          20
5.6   DEBRIEFING OF UNSUCCESSFUL PROPOSERS

      Upon request, a debriefing conference will be scheduled with an unsuccessful
      Proposer. The request for a debriefing conference must be received by the RFP
      Coordinator within three (3) business days after the Notification of Unsuccessful
      Consultant letter is faxed/e-mailed to the Consultant. The debriefing will be held
      within three (3) business days of the request, if at all practicable.

      Discussion will be limited to a critique of the requesting Consultant’s proposal.
      Comparisons between proposals or evaluations of the other proposals will not be
      allowed. Debriefing conferences may be conducted in person or on the
      telephone and will be scheduled for a maximum of one hour.

5.7   PROTEST PROCEDURE

      Consultants protesting this procurement shall follow the procedures described
      below; protests that do not follow these procedures will not be considered. This
      procedure constitutes the sole administrative remedy available to Consultants
      under this procurement, and is available to Consultants who submitted a
      response to this solicitation document and who have participated in a debriefing
      conference.

      Upon completing the debriefing conference, the Consultant is allowed three (3)
      business days to file a protest with the RFP Coordinator. Protests may be
      submitted by facsimile, but should be followed by the original document. All
      protests must be in writing and signed by the protesting party or an authorized
      agent, e.g., legal counsel. The protest must state the grounds for the protest with
      specific facts and complete statements of the action(s) being protested. A
      description of the relief or corrective action being requested should also be
      included. All protests shall be addressed to the RFP Coordinator.

      Only protests stipulating an issue of fact concerning the following subjects shall
      be considered:

            A matter of bias, discrimination or conflict of interest on the part of the
             evaluator.
            Errors in computing the score.
            Non-compliance with procedures described in the procurement document
             or City of Memphis policy.

      Protests not based on procedural matters will not be considered. Protests will be
      rejected as without merit if they address issues such as: 1) an evaluator’s
      professional judgment on the quality of a proposal, or 2) City of Memphis’s
      assessment of its own needs or requirements.

      Upon receipt of a protest, a protest review will be held by the City of Memphis.
      The City Attorney or an employee delegated by the City Attorney who was not
      involved in the procurement will consider the record and all available facts and
      issue a decision within five (5) business days of receipt of the protest. If
      additional time is required, the protesting party will be notified of the delay.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          21
      In the event a protest may affect the interest of another Consultant that submitted
      a proposal, such Consultant will be given an opportunity to submit its views and
      any relevant information on the protest to the RFP Coordinator.

      The final determination of the protest shall:

             Find the protest lacking in merit and uphold the City of Memphis’s action;
              or
             Find only technical or harmless errors in the City of Memphis’s acquisition
              process and determine the City of Memphis to be in substantial
              compliance and reject the protest; or
             Find merit in the protest and provide the City of Memphis options which
              may include:

              Correct the errors and re-evaluate all proposals, and/or

              Reissue the solicitation document and begin a new process, or

              Make other findings and determine other courses of action as
              appropriate.

   If the City of Memphis determines that the protest is without merit, the City will enter
   into a contract with the apparently successful contractor. If the protest is determined
   to have merit, one of the alternatives noted in the preceding paragraph will be taken.




_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          22
                                        Exhibit A

                        CERTIFICATIONS AND ASSURANCES

I/we make the following certifications and assurances as a required element of the
proposal to which it is attached, understanding that the truthfulness of the facts affirmed
here and the continuing compliance with these requirements are conditions precedent to
the award or continuation of the related contract(s):

   1. I/we declare that all answers and statements made in the proposal are true and
      correct.

   2. The prices and/or cost data have been determined independently, without
      consultation, communication, or agreement with others for the purpose of
      restricting competition. However, I/we may freely join with other persons or
      organizations for the purpose of presenting a single proposal.

   3. The attached proposal is a firm offer for a period of 120 days following receipt,
      and it may be accepted by the City of Memphis without further negotiation
      (except where obviously required by lack of certainty in key terms) at any time
      within the 120-day period.

   4. In preparing this proposal, I/we have not been assisted by any current or former
      employee of the City of Memphis whose duties relate (or did relate) to this
      proposal or prospective contract, and who was assisting in other than his or her
      official, public capacity. (Any exceptions to these assurances are described in
      full detail on a separate page and attached to this document.)

   5. I/we understand that the City of Memphis will not reimburse me/us for any costs
      incurred in the preparation of this proposal. All proposals become the property of
      the City of Memphis and I/we claim no proprietary right to the ideas, writings,
      items, or samples, unless so stated in this proposal.

   6. Unless otherwise required by law, the prices and/or cost data which have been
      submitted have not been knowingly disclosed by the Proposer and will not
      knowingly be disclosed by him/her prior to opening, directly or indirectly to any
      other Proposer or to any competitor.

   7. I/we agree that submission of the attached proposal constitutes acceptance of
      the solicitation contents and the attached sample contract and general terms and
      conditions. If there are any exceptions to these terms, I/we have described those
      exceptions in detail on a page attached to this document.

   8. No attempt has been made or will be made by the Proposer to induce any other
      person or firm to submit or not to submit a proposal for the purpose of restricting
      competition.

   9. I/we grant the City of Memphis the right to contact references and others, who
      may have pertinent information regarding the Proposer’s prior experience and
      ability to perform the services contemplated in this procurement.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          23
CERTIFICATIONS AND ASSURANCES (cont.)

On behalf of the firm submitting this proposal, my name below attests to the accuracy of
the above statements.



   ___________________________________________________________________
   Name of Proposing Entity


   ___________________________________________________________________
   Signature of Authorized Representative


   ___________________________________________________________________
   Printed or Typed Name of Authorized Representative


   ___________________________________________________________________
   Title                                 Date




_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          24
                                       “EXHIBIT B”

            CMEM PROFESSIONAL SERVICES AGREEMENT EXAMPLE

PROFESSIONAL SERVICES AGREEMENT BETWEEN_________ AND THE CITY OF
                       MEMPHIS, TENNESSEE



        This agreement is entered into this __________ day of __________,
_____________ between the CITY OF MEMPHIS, TENNESSEE through its Division of
Planning and Development, whose address is 125 North main Street, Suite 468,
Memphis, TN hereinafter called “CITY,” and _________, whose principal address is
_________, hereinafter referred to as "CONTRACTOR."

                                   WITNESSETH
WHEREAS, the CITY has a need for _________; and
WHEREAS, the CONTRACTOR has the knowledge and expertise to provide such
services.
NOW THEREFORE, the parties to this agreement, in consideration of the mutual
promises contained herein, do hereby agree as follows:

                              SCOPE OF ENGAGEMENT

 All services by the CONTRACTOR shall be performed in compliance with the specified
requirements, in a manner satisfactory to the CITY, and in accordance with the generally
accepted business practices and procedures of the CITY and pursuant to the governing
rules and regulations of the industry, based upon the type of services performed
hereunder.

                                          TERM
         The term of this Agreement shall include services rendered from _________
until _________ unless otherwise abbreviated or extended upon mutual agreement of
the parties, and following execution of an appropriate documentation evidencing the
modification.

                                     COMPENSATION
        The CITY agrees to pay and CONTRACTOR agrees to accept, in full,
compensation for services to be performed under this agreement, in an amount not to
exceed _________, which shall be billed to the CITY of Memphis in the following
manner:
 Certain expenses may be advanced or incurred by the CONTRACTOR during the
course of the Agreement. The CITY shall reimburse the CONTRACTOR for all
documented expenses, subject to compliance with the CITY of Memphis Billing
guidelines and Procedures (attached hereto and incorporated herein as Attachment A),
which may include, but are not limited to, title search fees, filing fees, recording fees,
deposition transcripts, abstract fees, travel, computerized research, long distance

_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          25
telephone calls, facsimiles, photocopies, courier deliveries, and fees and expenses of
experts whose services may be engaged by the CONTRACTOR with the CITY’S
consent on the CITY’S behalf relative to the matter assigned.
           CONTRACTOR shall submit monthly statements to HCD, evidencing the city
contract number and showing work performed in accordance with the CITY of Memphis
Billing Guidelines and Procedures. The CITY will use best efforts to pay CONTRACTOR
within thirty (30) days after submission of an invoice or statement, approved by the
CITY. The CITY is not obligated to pay, and may withhold from payment, any amounts
the CITY has in dispute with the CONTRACTOR based on CONTRACTOR'S non-
performance, unsatisfactory performance or negligent performance of any services
hereunder.
                                     CONFIDENTIALITY
 While performing work under this Agreement, the CONTRACTOR may gain access to
proprietary and/or confidential information that, if disclosed to third parties, may be
damaging to the CITY or its officials or employees. Such information shall include
materials considered to be confidential information as a matter of law (e.g., personnel
records), and shall also include (i) all materials in any form developed or created by the
CITY related to funding and financial and business information; (ii) all information owned,
possessed or used by the CONTRACTOR, which is communicated to, learned,
developed or otherwise acquired by the CONTRACTOR in the performance of the
Services for the CITY; (iii) the terms, conditions and pricing contained herein; and (iv)
any other information that the CONTRACTOR has been advised by the CITY is
confidential, privileged or proprietary. Confidential information, as used in this
Agreement, shall not include (i) information in the contractor's possession prior to
disclosure by the CITY;
 (ii) information generally available to the public or that becomes available to the public
through a source other than the CITY, or (iii) information that was rightfully obtained by
the CONTRACTOR from a third party who is under no obligation of confidentiality to the
CITY with respect to such information. The CONTRACTOR agrees that it will accept and
hold confidential information obtained from the CITY in confidence at all times during
and after expiration or termination of this Agreement. The CONTRACTOR shall neither
use, disclose nor communicate such information, except as provided in this Agreement
or as required by law, without the prior written permission of the CITY.
 The CONTRACTOR acknowledges and agrees that a breach by the CONTRACTOR of
this section will cause the CITY irreparable injury and damage; therefore, the
CONTRACTOR expressly agrees that the CITY shall be entitled to injunctive or other
equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a
breach of this Agreement. The CONTRACTOR agrees that it will disclose confidential
information only to those employees who have a right to know, and shall require its
employees, agents, and subcontractors adhere to the terms of this provision.

                           INDEPENDENT CONTRACTORS
 Nothing in this Agreement shall be deemed or construed to represent that the
CONTRACTOR, or any of CONTRACTOR'S employees or agents, are the agents,
representatives, or employees of the CITY. The CONTRACTOR acknowledges that it is
an independent contractor over the details and means for performing the services
hereunder. Anything in this Agreement which may appear to give the CITY the right to
direct the CONTRACTOR as to the details of the performance of its obligations
hereunder or to exercise a measure of control over the CONTRACTOR is solely for

_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          26
purposes of compliance with local, state and federal regulations and means the
CONTRACTOR will follow the desires of the CITY only as to the intended results of the
scope of this Agreement. It is further expressly agreed and understood by the
CONTRACTOR that neither it nor its employees or agents shall hold itself out contrary to the
terms of this paragraph, and the CITY shall not be liable for any representation, act or omission of
the CONTRACTOR contrary to the provisions hereof.

                                 SUBCONTRACTING/ASSIGNMENT
 The CONTRACTOR shall not subcontract, assign, delegate or transfer all or part of its rights,
responsibilities, or interest under this Agreement without the prior written consent of the CITY. No
subcontracting, assignment, delegation or transfer shall relieve the CONTRACTOR from
performance of its duties hereunder.

                                      CONFLICT OF INTEREST
 Neither party shall engage in any conduct or activity in the performance of this Agreement that
constitutes a conflict of interest under applicable federal, state or local laws, rules and
regulations.

                                    COMPLIANCE WITH LAWS
 The CONTRACTOR certifies that it is qualified or will take steps necessary to qualify to do
business in the State of Tennessee and that it shall take such action as, from time to time, may
be necessary to remain so qualified and shall obtain and maintain, at its own expense, all
licenses, permits, insurance, and governmental approvals, if any, necessary to the performance
of its obligations under this Agreement. Such permits and licenses shall be made available to the
CITY, upon request. The CONTRACTOR is assumed to be familiar with and shall comply with all
applicable federal, state, and local laws, ordinances, and regulations in performing any of its
obligations under this Agreement, including but not limited to the CITY of Memphis Living Wage
Ordinance, the Fair Labor Standards Act, Occupational Safety and Health Administration
(OSHA), and the Americans with Disabilities Act (ADA). Failure to comply with this provision may
be cause for the City to terminate this Agreement.
                                                MWBE
 The CONTRACTOR shall take affirmative action to ensure that small, minority and women-
owned businesses, which have been certified by the CITY, are utilized when possible as sources
of supplies, equipment, construction and services.

                                       DISPUTE RESOLUTION
 In the event of any dispute(s), controversy, or claim arising out of or relating to this Agreement or
the breach thereof, the parties agree that they shall first use their best efforts in an attempt to
settle the dispute through negotiations involving themselves or their representatives as they each
deem appropriate.
                                                AUDIT
         The CITY reserves the right to audit the records of CONTRACTOR. CONTRACTOR
shall make and keep as the same accrue, full and complete records and books of accounts of
revenue and income, and costs and expenses that specifically relate to performance under this
Agreement. Records and books of account, together with any or all other memoranda pertaining
thereto that may be kept, maintained, or possessed by CONTRACTOR, shall be opened to
examination during regular business hours by the CITY or its representatives for the purposes of
inspecting, auditing, verifying, or copying the same or making extracts there from.
CONTRACTOR shall make and keep said records and books of account for a period of three (3)
years after the completion of the contract obligations or the final payment under the Agreement,
whichever is later.


_____________________________________________________________________
City of Memphis Aerotropolis Master Plan RFP                          27
                                    INSURANCE REQUIREMENTS
 A.       The Contractor shall not commence any work under this agreement until it has obtained
and caused its subcontractors to procure and keep in force all insurance required hereunder.
The Contractor shall require all subcontractors to carry insurance as outlined below, in case the
subcontractor(s) are not protected by the policies carried by the Contractor. Prior to commencing
any work under this contract, the Contractor shall furnish the City a Certificate of Insurance and/or
policies, upon request, executed by an authorized representative of the insurance carrier
evidencing that the insurance required hereunder is in effect. Failure to maintain or renew
coverage or to provide evidence of renewal may result in termination of the contract by
City. Failure of the City to identify any deficiency in the evidence that is provided shall not be
construed as a waiver of the Contractor's obligation to maintain such insurance. The City
reserves the right to review these requirements and to modify insurance coverage and their limits
when deemed necessary and prudent. Insurance coverage shall be provided by companies
licensed A:VI or better by Best's Insurance Rating. The City reserves the right to reject any or all
insurance carrier(s) with an unacceptable financial rating. All insurance companies must be
acceptable to the City of Memphis and licensed in the State of Tennessee.
 B.       If any of the insurance requirements are non-renewed at the expiration dates of any
policy, payment to the Contractor may be withheld until those requirements have been met, or at
the option of the City, the City may pay the renewal premiums and withhold such payments from
any monies due the Contractor. Contractor's insurance shall be primary as respects the City, its
officers, employees, and agents. Any insurance or self-insurance maintained by the City,
its officers, employees and agents shall be excess of the Contractor's insurance and shall not
contribute with it.
 C.        The Contractor shall maintain, at its expense, at minimum, the following insurance
coverage during the life of the Agreement:
 1. WORKERS COMPENSATION in accordance with the statutory requirements and limits of
the State of Tennessee
 Employer's Liability                $100,000 Each Accident
                                    $500,000 Disease - Policy Limit
                                    $100,000 Disease - Each Employee
 The workers compensation policy shall include a waiver of subrogation in favor of the City, its
officials, employees and agents.
 2. AUTOMOBILE LIABILITY covering owned, non-owned and hired vehicles with a minimum
limit of: $1,000,000 Each Occurrence – Combined Single Limits. The policy shall include a
waiver of subrogation in favor of the City, its officials, employees and agents.
 3. The Contractor shall be responsible for maintaining any and all PROPERTY INSURANCE
on its own equipment and shall require all subcontractors to do likewise.
 4. COMMERCIAL GENERAL LIABILITY: Comprehensive General Liability Insurance, covering
Bodily Injury and Property Damage on an "occurrence" basis. The policy shall include a waiver of
subrogation in favor of the City, its officials, employees and agents. The coverage shall be
provided on ISO occurrence Form CG 00 01 07 98 (or substitute form for providing equivalent or
greater coverage) and include Premises and Operations, Contractual Liability, Independent
Contractor's Liability, Broad Form Property Damage, including Premises/Completed Operations,
and Personal Injury liability, with employee and contractual exclusions deleted.
 General Aggregate                          $1,000,000
 Products - Completed Operations            $1,000,000
 Personal & Advertising                    $1,000,000
 Each Occurrence                            $1,000,000 (Bodily Injury & Property Damage)
 Fire Damage (any one fire)                  $50,000
 Medical Expense (any one Person)            $5,000



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 5.       A Separation of Insureds condition shall be included in all general liability and automobile
liability polices required by this Agreement.
           D.      Each certificate or policy shall require and state in writing the following clauses:
 1. Thirty (30) days prior to cancellation or material change to the insurance coverage, notice
thereof shall be given to the City of Memphis Risk Manager by registered mail, return receipt
requested to the following address:
                                             City of Memphis
                                         Attn: Risk Management
                                2714 Union Avenue Extended, Suite 200
                                           Memphis, TN 38112
 Notwithstanding the preprinted cancellation provisions on the Certificate of Insurance, coverages
required herein will not be cancelled, reduced in amount, or allowed to lapse until at least thirty
(30) days written notice, by certified mail, return receipt requested, has been provided to the City
of such alteration or cancellation.
 2.      "The City of Memphis, its officials, agents, employees and representatives shall be
named as Additional Insured on all liability policies." The additional insured
endorsements shall be attached to the Certificate of Insurance.
 E.        Contractor shall indemnify, defend, save and hold harmless the CITY and its officers,
agents and employees from and against any and all claims, demands, suits, actions, penalties,
damages, settlements, costs, expenses, or other liabilities of any kind and character, including
without limitation attorney fees and litigation expenses, arising out of or in connection with
the performance of this Agreement by Contractor, its employees, subcontractors, or agents or the
breach of this Agreement by Contractor, its employees, subcontractors, or agents.
This obligation shall survive the expiration or termination of this Agreement.
 The Contractor expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by the Contractor shall in no way limit the Contractor's
responsibility to indemnify, defend, save and hold harmless the City or its elected or appointed
officials, officers, employees, agents, assigns, and instrumentalities as herein required. The City
reserves the right to appoint its own counsel regarding any matter defended hereunder. The
Contractor acknowledges that the City has no obligation to provide legal counsel or defense to
the Contractor, its employees or subcontractors in the event that a suit, claim or action of any
character is brought by any person not a party to this agreement against the Contractor as a
result of or relating to obligations under this agreement. The City shall have no obligation for the
payment of any judgments or the settlement of any claims asserted against the Contractor or its
subcontractors or employees as a result of or relating to the Contractor's obligations hereunder.
 The Contractor shall immediately notify the City c/o City Attorney; 125 North Main, Suite 336;
Memphis, TN 38103, of any claim or suit made or filed against the Contractor or its
subcontractors regarding any matter resulting from or relating to the Contractor’s obligations
under this Agreement and agrees to cooperate, assist and consult with the City in the defense or
investigation thereof.

                                            TERMINATION
         This agreement may be terminated by either party upon the terminating party providing
thirty (30) days written notice of such intention to terminate to the other party. Upon termination,
the CONTRACTOR shall not be compensated for any anticipatory profits or other damages of
any description that have not been earned as of the date of termination. Upon termination, the
CONTRACTOR shall deliver all hard copies and electronic files maintained on behalf of the CITY
within thirty (30) days of the date of termination.




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City of Memphis Aerotropolis Master Plan RFP                          29
                                       ENTIRE AGREEMENT
 This Agreement constitutes the full and final understanding of the parties with respect to the
subject matter hereof and supersedes and replaces any and all prior or contemporaneous
agreements or understandings, whether written or oral, express or implied, between the parties
with respect to the subject matter of the Agreement. Any changes, modifications or amendments
to this Agreement shall not be considered agreed to or binding on the other party, unless such
modification(s) have been agreed to in writing by the necessary officials.

                                            HEADINGS
Titles and headings used herein are for the convenience of reference only and shall be
disregarded completely in the interpretation and validity of this Agreement or any of its terms.

                                           GOVERNING LAW
 The terms and conditions of this Agreement shall be construed in accordance with and governed
by the laws of the State of Tennessee. All actions, whether sounding in contract or in tort, relating
to the validity, construction, interpretation and enforcement of this Agreement shall be instituted
and litigated in the courts of the State of Tennessee, located in Shelby County, Tennessee,
without regard to conflicts of laws principles. In accordance herewith, the parties to this
Agreement submit to the jurisdiction of the courts of the State of Tennessee located in Shelby
County, Tennessee.

SIGNATURE

IN WITNESS WHEREOF, the City of Memphis and _________ have caused this contract in the
amount of _________ to be executed by duly authorized signatories, effective as of the day and
year first above written.



CITY OF MEMPHIS                                             Contractor
By:
A C Wharton, Jr., Mayor                                    _____________________________
                                                           By: _________________________
                                                           _________, _________
APPROVED:
________________________________
Herman Morris, Jr., City Attorney

________________________________
Brent Nair, Chief Information Officer

__________________________
Richard Copeland, Director, OPD

ATTEST:
_________________________________
Deputy Comptroller




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