City of Mesa by linxiaoqin


									                                  CITY OF MESA, ARIZONA
                                ENGINEERING DEPARTMENT


                            MESA-FALCON FIELD AIRPORT (FFZ)

                               CITY PROJECT NO. CP _ _ _ _ _
                              FAA AIP NO. 3-04-0023-_ _ _-2013
                                  ADOT GRANT NO. E_F_ _

THIS CONTRACT is made and entered into on the             day of                 , 2013, by
and between the City of Mesa, hereinafter called CITY, and [name, address, telephone and fax
number of consulting firm], hereinafter called the CONSULTANT.

The CITY engages the CONSULTANT to perform professional services for a project known and
described as Mesa-Falcon Field Airport (FFZ), (name of specific project), Project No.   ,
hereinafter called the "Project".


The CONSULTANT shall perform the following professional services to CITY standards and in
accordance with the degree of care and skill, which a registered professional in Arizona would
exercise under similar conditions:

A.     The CONSULTANT shall provide professional engineering services to prepare detailed
       design and construction drawings for ___________________ at Falcon Field Airport.

B.     Design shall be in accordance with the current Airport Master Plan, Airport Layout Plan
       (ALP), Runway Safety Action Plan (RSAP) documents developed by Falcon Field Airport
       and the Federal Aviation Administration (FAA), the relevant FAA Advisory Circulars and
       design guidelines, and the MAG Uniform Standard Specifications and Details, as
       amended by the City of Mesa.

       See attached Exhibit “A” for a detailed scope of work, including a project location map.

C.     The CONSULTANT shall prepare and submit a detailed opinion of probable cost of the
       project at each submittal stage.

D.     The CONSULTANT shall follow and comply with the Public Improvement Project Guide
       as directed by the CITY.

E.     The CONSULTANT shall prepare plans per the requirements of the applicable chapters
       of the City's Engineering Procedure Manual, latest revision, and the current MAG
       Standard Specifications and Details as amended by the CITY. All plans shall be
       prepared in AutoCAD as required by the agency. Final plans shall be submitted on
       approved 4-mil thick mylar sheets and shall be 24" x 36" in size.

F.     This project is funded by a grant from the FAA under the nationwide Airport Improvement
       Program (AIP) and/or from ADOT under the statewide Airport Development Program.
       The CONSULTANT shall perform its services in compliance with the FAA Required
       Clauses for Professional Services Contracts attached to this contract as Exhibit “B”.
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Project No. _________


The CONSULTANT shall complete all services within                calendar days of the "Notice
to Proceed" date. In the event delays are experienced beyond the control of the CONSULTANT,
the schedule may be revised as mutually agreed upon by the CITY and the CONSULTANT.


A.     The method of payment for this Contract is lump sum. Total compensation for the
       services performed shall be the sum of $           plus approved adjustments.

B.     The CITY shall pay the CONSULTANT in installments based upon monthly progress
       reports and detailed invoices submitted by the CONSULTANT subject to the following

       1.     Prior to approval of the preliminary design (30% plans) by both the CITY and by
              ADOT, the billed amount shall not exceed 50% of the total contract amount.

       2.     Prior to approval of the final design documents, the billed amount shall not
              exceed 90% of the total contract amount. The final approval and payment will be
              made within a reasonable time regardless of the project construction schedule.

       3.     Additional services, if requested by the CITY and approved via written
              amendment to this contract, will be paid for based on the completed services.

C.     The CITY at its discretion may, by written notification, waive the above limitations.

D.     The CITY shall make payments to the CONSULTANT within thirty (30) days after receipt
       of the progress report and detailed invoice.


A.     The CITY shall designate a project manager during the term of this agreement. The
       project manager has the authority to administer this contract and shall monitor compliance
       with all terms and conditions stated herein. All requests for information from or a decision
       by the CITY on any aspect of the work shall be directed to the project manager.

B.     The CITY shall review submittals by the CONSULTANT and provide prompt response to
       questions and rendering of decisions pertaining thereto, to minimize delay in the
       progress of the CONSULTANT'S work. The CITY will keep the CONSULTANT advised
       concerning the progress of the CITY'S review of the work. The CONSULTANT agrees
       that the CITY'S inspection, review, acceptance or approval of CONSULTANT'S work
       shall not relieve CONSULTANT'S responsibility for errors or omissions of the

C.     Unless included in the CONSULTANT'S Work Scope, the CITY shall furnish the
       CONSULTANT gratis, the following information or services for this Project:

       1.     One copy of its maps, records, laboratory tests, survey ties, and bench marks, or
              other data pertinent to the services. However, the CONSULTANT shall be
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Project No. _________

               responsible for searching the records and requesting specific drawings or
               information and independently verifying said information.

       2.      Available City data relative to policies, regulations, standards, criteria, studies,
               etc., relevant to the Project.

       3.      When required, title searches, legal descriptions, detailed ALTA Surveys, and
               environmental assessments to the end that the CITY may proceed with the right
               of way acquisition.

       4.      The CITY will administer the public bidding process and provide day-to-day
               construction contract administration and inspections for the Project.


Without limiting any of their obligations or liabilities, the CONSULTANT, at his own expense, shall
purchase and maintain the minimum insurance specified below with companies duly licensed or
otherwise approved by the State of Arizona, Department of Insurance, and with forms reasonably
satisfactory to the CITY. Each insurer shall have a current A.M. Best Company, Inc. rating of not
less than A-. Use of alternative insurers requires prior approval from CITY.

A.     General Clauses

       1.      Additional Insured. The insurance coverage, except Workers' Compensation
               and Professional Liability, required by this contract, shall name the CITY, its
               agents, representatives, directors, officials, employees, and officers, as additional
               insureds, and shall specify that insurance afforded the CONSULTANT shall be
               primary insurance, and that any insurance coverage carried by the CITY or its
               employees shall be excess coverage, and not contributory coverage to that
               provided by the CONSULTANT.

       2.      Coverage Term. All insurance required herein shall be maintained in full force
               and effect until Services required to be performed under the terms of the
               Contract are satisfactorily completed and formally accepted; failure to do so may
               constitute a material breach of this Contract, at the sole discretion of the CITY.

       3.      Primary Coverage. The CONSULTANT's insurance shall be primary insurance
               as respects CITY and any insurance or self insurance maintained by CITY shall
               be excess of the CONSULTANT'S insurance and shall not contribute to it.

       4.      Claim Reporting. Any failure to comply with the claim reporting provisions of the
               policies or any breach of a policy warranty shall not affect coverage afforded
               under the policy to protect CITY.

       5.      Waiver. The policies shall contain a waiver of transfer rights of recovery
               (subrogation) against CITY, its agents, representatives, directors, officers, and
               employees for any claims arising out of the work of the CONSULTANT.
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Project No. _________

       6.     Deductible/Retention. The policies may provide coverage, which contain
              deductibles or self insureds retentions. Such deductible and/or self insureds
              retentions shall not be applicable with respect to the coverage provided to CITY
              under such policies. The CONSULTANT shall be solely responsible for
              deductible and/or self insured retentions and the CITY may require the
              CONSULTANT to secure the payment of such deductible or self insured
              retentions by a surety bond or an irrevocable and unconditional letter of credit.

       7.     Certificates of Insurance. Prior to commencing services under this Contract,
              CONSULTANT shall furnish CITY with Certificates of Insurance, or formal
              endorsements as required by the Contract, issued by CONSULTANT'S insurer(s),
              as evidence that policies providing the required coverages, conditions, and limits
              required by this Contract are in full force and effect. Such certificates shall
              identify this Contract number and shall provide for not less than thirty (30) days
              per certificate, advance Notice of Cancellation or Termination. In addition to the
              attached insurance form, ACORD forms, along with the applicable endorsements,
              will be acceptable proof of insurance. If ACORD forms are utilized, the City of
              Mesa form is not necessary. Such certificates and endorsements, as applicable,
              shall be sent directly to:

                                     City of Mesa
                                     Engineering Department
                                     P.O. Box 1466
                                     Mesa, Arizona 85211

B.     Workers' Compensation

       The CONSULTANT shall carry Workers' Compensation insurance to cover obligations
       imposed by federal and state statutes having jurisdiction of CONSULTANT employees
       engaged in the performance of the Services; and Employer's Liability insurance of not
       less than $100,000 for each accident, $100,000 disease for each employee, and
       $500,000 disease policy limit.

       In case services are subcontracted, the CONSULTANT will require the
       SUBCONSULTANT to provide Workers' Compensation and Employer's Liability to at
       least the same extent as provided by CONSULTANT.

C.     Automobile Liability

       Commercial/Business Automobile Liability insurance with a combined single limit for
       bodily injury and property damages of not less than $1,000,000, each occurrence
       regarding any owned, hired, and non-owned vehicles assigned to or used in
       performance of the CONSULTANT services. Coverage will be at least as broad as
       coverage Code 1 "any auto" (Insurance Service Office policy form CA 0001 1/87 or any
       replacements thereof).
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Project No. _________

D.     Commercial General Liability

       Commercial General Liability insurance with limit of not less than $1,000,000 for each
       occurrence and annual aggregate of at least $2,000,000. The policy shall include
       coverage for bodily injury, property damage, personal injury, products and blanket
       contractual covering, but not limited to, the liability assumed under the indemnification
       provisions of this Contract which coverage will be at least as broad as Insurance Service
       Office policy form CG 0001-11-88 or any replacement thereof.

       Such policy shall contain “severability of interests” provisions (aka "Cross liability" and
       "separation of insured").

E.     Professional Liability

       The CONSULTANT retained by the CITY, to provide the engineering services required by
       the Contract will maintain Professional Liability insurance covering errors and omissions
       arising out of the services performed by the CONSULTANT or any person employed by
       him, with an unimpaired limit of not less than $1,000,000 each claim and $2,000,000
       annual aggregate all claims.

       In the event the professional liability insurance policy is written on a "claims made" basis,
       coverage shall extend for three years past completion and acceptance of the Services as
       evidenced by annual Certificates of Insurance.

F.     Umbrella/Excess Liability

       With respect to minimum required limits for B, C, D and E, Consultant may provide
       Umbrella/Excess Liability insurance that "follows form" from the underlying policy(ies).

G.     Valuable Papers

       Valuable Papers insurance sufficient to assure the restoration of any documents,
       memoranda, reports, or other similar data relating to the services of the CONSULTANT
       used in the completion of this contract.


All work products (electronically or manually generated) including but not limited to plans,
specifications, cost estimates, tracings, studies, design analyses, original mylar drawings,
computer aided drafting and design (CADD) file diskettes which reflect all final drawings, and
other related products which are prepared in the performance of this Contract are the property
of the CITY and are to be delivered to the CITY before the final payment is made to the
CONSULTANT. The CITY shall retain ownership of these original drawings; however if
approved in writing by the CITY, the CONSULTANT may retain the original drawings and supply
the CITY with reproducible mylar. He/she shall endorse by his/her professional seal all plans
and special provisions furnished by him/her. In the event these documents are used for another
project without further consultations with the CONSULTANT, the CITY agrees to indemnify and
hold the CONSULTANT harmless from any claim arising from the reuse of the documents. The
CITY shall remove the CONSULTANT'S seal and title block from such documents.
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Project No. _________


The CONSULTANT agrees to disclose any financial or economic interest with the Project
property, or any property affected by the Project, existing prior to the execution of this Contract.
Further, the CONSULTANT agrees to disclose any financial or economic interest with the
Project property, or any property affected by the Project, if the CONSULTANT gains such
interest during the course of this Contract. If the CONSULTANT gains financial or economic
interest in the Project during the course of this Contract, this may be grounds for terminating this
Contract. Any decision to terminate the Contract shall be at the sole discretion of the CITY.

The CONSULTANT shall not engage the services on this CONTRACT of any present or former
CITY employee who was involved as a decision maker in the selection or approval processes,
or who negotiated and/or approved billings or contract modifications for this CONTRACT.

The CONSULTANT agrees that it shall not perform services on this Project for the
CONTRACTOR, or any supplier.

The CONSULTANT shall not negotiate, contract, or make any agreement with the
CONTRACTOR, or any supplier with regard to any of the work under this Project, or any
services, equipment or facilities to be used on this Project.


The CONSULTANT affirms that he has not employed or retained any company or person, other
than a bona fide employee working for the CONSULTANT to solicit or secure this Contract, and
that he has not paid or agreed to pay any company or person, other than a bona fide employee,
any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent
upon or resulting from the award or making of the Contract. For breach or violation of this
clause, the CITY may terminate this Contract without liability, or in its discretion may deduct
from the Contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage brokerage fee, gift, or contingent fee.


For workers' compensation and employers liability, automobile liability, general liability,
professional liability, pollution, aircraft, etc: To the fullest extent permitted by law, the
CONSULTANT shall defend, indemnify and hold harmless the CITY its agents, representatives,
officers, directors, officials and employees from and against claims, damages, losses and
expenses (including but not limited to attorney fees, court costs, and the cost of appellate
proceeding), relating to, arising out of or resulting from the CONSULTANT’S services and/or
negligent acts, errors, mistakes or omissions relating to professional services in the
performance of this contract. The CONSULTANT'S duty to defend, hold harmless, and
indemnify the CITY, its agents, representatives, officers, directors, officials and employees shall
arise in connection with any claim, damage, loss or expense that is attributable to bodily injury;
sickness; disease, death, injury to, impairment or destruction of tangible property including loss
of use resulting therefrom, caused by any negligent act, error, mistake or omission of the
CONSULTANT, anyone directly or indirectly employed by them, or anyone for whose acts they
may be liable.
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Project No. _________


A dispute escalation process will be utilized to resolve questions of fact during the course of this


The CITY, at its sole discretion, may terminate this Contract for convenience or abandon any
portion of the Project for which services have not been performed by the CONSULTANT, upon
fourteen (14) days written notice delivered to CONSULTANT personally or by certified mail.
This Contract may be terminated pursuant to ARS Sec. 38-511.

Immediately after receiving such notice, the CONSULTANT shall discontinue advancing the
services under this Contract and proceed to close said operations under this Contract. The
CONSULTANT shall appraise the services he/she has completed and submit an appraisal to the
CITY for evaluation. The CITY shall have the right to inspect the CONSULTANT's work to
appraise the services completed.

CONSULTANT shall deliver to the CITY all drawings, special provisions, field survey notes,
reports, estimates and any and all other documents or work product generated by the
CONSULTANT under the contract, entirely or partially completed, together with all unused
materials supplied by the CITY.

In the event of such termination or abandonment, the CONSULTANT shall be paid for services
performed prior to receipt of said notice of termination including reimbursable expenses then
incurred. If the remuneration scheduled hereunder is based upon a fixed fee or definitely
ascertainable sum, the portion of such sum payable shall be proportionate to the percentage of
services completed by the CONSULTANT based upon the scope of work set forth in Exhibit A,
and shall be agreed upon mutually by the CONSULTANT and the CITY. However, in no event
shall the fee exceed that set forth in Section III of this agreement.

The CITY shall make final payment within thirty (30) days after the CONSULTANT has delivered
the last of the partially completed items and the final fee has been agreed upon.

In the event this agreement is terminated, the CITY shall have the option of completing the
work, or entering into an agreement with another party for the completion of the work according
to the provisions and agreements herein.


Additional services, which are outside the scope of basic services contained in this agreement,
shall not be performed by the CONSULTANT without prior written authorization from the CITY.
Additional services, when authorized by an executed Contract or an Amendment to the
Professional Services Contract shall be compensated for by a fee mutually agreed upon
between the CITY and the CONSULTANT.


This Contract shall not be assignable except at the written consent of the parties hereto and it
shall extend to and be binding upon the heirs, executors, administrators, successors, and
assigns of the parties hereto.
Contract for Professional Services                                                         Page 8
Project No. _________


The CONSULTANT shall comply with all applicable Federal, State, and local laws and
ordinances at the time the plans are sealed, and will not discriminate against any person on the
basis of race, color, or national origin in the performance of this Contract, and shall comply with
the terms and intent of Title VI of the Civil Rights Act of 1964, P.L. 88-354.

The CONSULTANT further agrees to insert the foregoing provisions in all subcontracts
hereunder, except subcontracts for standard commercial supplies or raw materials. Any
violation of such provisions shall constitute a material breach of this Contract.


The CONSULTANT shall ensure that all employees have a legal right to live and work in the
United States. Upon request by the City of Mesa, a copy of the Birth Certificate, Certificate of
Naturalization, Immigration Card, or Special Entry Permit shall be provided to the City Engineer.
In addition, employee compensation shall meet all applicable requirements of the Fair Labor
Standards Act (FLSA) and Federal Minimum Wage Laws.


The CONSULTANT understands and acknowledges the applicability to it of the American with
Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace
Act of 1989. The CONSULTANT must also comply with A.R.S. § 34-301, “Employment of Aliens
on Public Works Prohibited”, and A.R.S. § 34-302, as amended, “Residence Requirements for

Under the provisions of A.R.S. §41-4401, CONSULTANT hereby warrants to the City that the
CONSULTANT and each of its SUBCONSULTANTs (“SUBCONSULTANTs”) will comply with,
and are contractually obligated to comply with, all Federal Immigration laws and regulations that
relate to their employees and A.R.S. §23-214(A) (hereinafter “CONSULTANT Immigration

A breach of the CONSULTANT Immigration Warranty shall constitute a material breach of this
Contract and shall subject the CONSULTANT to penalties up to and including termination of this
Contract at the sole discretion of the City.

The City retains the legal right to inspect the papers of any CONSULTANT or
SUBCONSULTANTs employee who works on this Contract to ensure that the CONSULTANT or
SUBCONSULTANT is complying with the CONSULTANT Immigration Warranty. CONSULTANT
agrees to assist the City in regard to any such inspections.

The City may, at its sole discretion, conduct random verification of the employment records of
the CONSULTANT and any of SUBCONSULTANTs to ensure compliance with CONSULTANT’s
Immigration Warranty. CONSULTANT agrees to assist the City in regard to any random
verification performed. Neither the CONSULTANT nor any of SUBCONSULTANT shall be
deemed to have materially breached the CONSULTANT Immigration Warranty if the
CONSULTANT or SUBCONSULTANT establishes that it has complied with the employment
verification provisions prescribed by sections 274A and 274B of the Federal Immigration and
Nationality Act and the E-Verify requirements prescribed by A.R.S. §23-214, Subsection A.
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Project No. _________


The CONSULTANT shall at all times comply with applicable FAA regulations, policies,
procedures and directives as they may be amended or promulgated from time to time during the
term of this contract. The CONSULTANT’S failure to so comply shall constitute a material
breach of this contract. See attached Exhibit “B” for the Federal contract requirements that
apply to this project.


This project is partially funded with a matching grant from the State of Arizona: Department of
Transportation, Multimodal Planning Division, Aeronautics Group (ADOT), combined with local
matching funds from the CITY, and the CONSULTANT shall therefore comply with the following
ADOT requirements at all times during performance of its services under this contract:

       A. The CONSULTANT and its subconsultants shall comply at all times with the
          provisions of Arizona Executive Order 75-5, as amended by Executive Order 99-4,
          relating to equal opportunity and nondiscrimination.

       B. The duly authorized representative(s) of the State of Arizona shall have access to
          any books, documents, papers, and records of the CONSULTANT which are in any
          way pertinent to this contract for a period of five (5) years following the City’s Letter
          of Acceptance (or payment of CONSULTANT’S final invoice), in accordance with
          A.R.S. 35-214, for the purpose of making inspections, audits, examinations, excerpts
          and transcripts.

       C. The CONSULTANT certifies that any travel required during performance of the
          services under this contract, and any subsequent invoices requesting reimbursement
          of said travel expenses by CITY, shall be in accordance with the Arizona Revised
          Statues (A.R.S.) § 38-621 through § 38-627, the State of Arizona Accounting Manual
          (Section II-D, Travel Policy), and the policies and procedures set forth in ADOT
          Policy No. FIN-6.02, Travel Authorization Policy, dated September 14, 2009.
Contract for Professional Services                            Page 10
Project No. _________

                                     CITY OF MESA


                                     City Engineer



Assistant City Engineer







                                                Form date: January 2010
                                             ARCHITECT/ENGINEER CERTIFICATE OF INSURANCE

CITY OF MESA, ARIZONA                                                                                           Project No. ________
Box 1466, Mesa, AZ 85211-1466

The Undersigned certifies that the following insurance policies have been issued on behalf of:

Name of Insured: ___________________________________________________________________________

Address of Insured: _________________________________________________________________________

  Type of Insurance                          Carrier     Policy No.         Policy Period         Liability Limits

                                                                                              MINIMUM COVERAGE               ACTUAL

 1. Worker's Compensation                                                                     Statutory Coverage

 2. Architects/Engineers
   Professional Liability                                                                   $1,000,000 Each Occurrence
                                                                                            $2,000,000 Annual Aggregate

                                                                                            $1,000,000 CSL Each Occurrence
 3. Commercial Automobile Liability*

 4. Commercial General Liability including                                                  $1,000,000 Each Occurrence
 Contractual*                                                                               $2,000,000 Annual Aggregate

 5. Umbrella Excess Liability*

 6. Valuable Papers*

*3. Commercial auto liability includes the owned, non-owned and hired auto hazards.
*4. Commercial general liability does not exclude explosion, collapse, underground (XCU) hazards, or the
    products and completed operations hazards, and includes broad form property damage. Contingent liability
    for independent CONSULTANT’s coverage must be included. Contractual liability applies to the hold-
    harmless provisions of the contract between the named insured and the City of Mesa, for the project
    described above, as well as any liability assumed in CONSULTANT agreements the insured makes in
    connection with insured operations.
*5. Amount sufficient to cover difference in limits when compared to minimum coverage required.
*6. Valuable papers insurance sufficient to assure the restoration of any documents, memoranda, reports, or
    other similar data relating to the services of the CONSULTANT used in the completion of this contract.

    Except for workmen's compensation insurance and Professional Liability, the City of Mesa is added as an
additional insured by endorsement for all work done by the named insured. It is agreed that any insurance
maintained by the City of Mesa will only apply in excess of the coverages and limits described above.

     If a policy does expire during the life of the project, a renewal certificate of the required coverage will be sent
to the City of Mesa not less than five (5) days prior to the expiration date. If a policy is to be cancelled, changed
or not renewed, a proper notice of such action will be sent to the City not less than thirty (30) days prior to any
such action by the insurance company.

      This certificate is not valid unless signed by an authorized representative of the Insurance Company.

Date ___________________________________                              ____________________________________________
                                                                      Insurance Agency Name

                                                                      Authorized Representative
Updated March 30, 2010



     CITY PROJECT NO. CP _ _ _ _ _
    FAA AIP NO. 3-04-0023-_ _ _-2013
        ADOT GRANT NO. E_F_ _

      EXHIBIT “A”
           ( __ pages)


[Approved Scope of Work and
Fee Proposal from Consultant]



          CITY PROJECT NO. CP _ _ _ _ _
         FAA AIP NO. 3-04-0023-_ _ _-2013
             ADOT GRANT NO. E_F_ _

           EXHIBIT “B”
                 (5 pages)

                                           EXHIBIT “B”

The Consultant shall comply with the following required Federal Aviation Administration (FAA)
contract provisions for procurements under the Airport Improvement Program (AIP).


   During the performance of this contract, the contractor, for itself, its assignees and
   successors in interest (hereinafter referred to as the "contractor") agrees as follows:
       1.1 Compliance with Regulations. The contractor shall comply with the Regulations
       relative to nondiscrimination in federally assisted programs of the Department of
       Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as
       they may be amended from time to time (hereinafter referred to as the Regulations),
       which are herein incorporated by reference and made a part of this contract.

       1.2 Nondiscrimination. The contractor, with regard to the work performed by it during
       the contract, shall 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 shall not participate either directly or indirectly in
       the discrimination prohibited by section 21.5 of the Regulations, including employment
       practices when the contract covers a program set forth in Appendix B of the Regulations.

       1.3 Solicitations for Subcontracts, Including Procurements of Materials and
       Equipment. In all solicitations either by competitive bidding or negotiation made by the
       contractor for work to be performed under a subcontract, including procurements of
       materials or leases of equipment, each potential subcontractor or supplier shall be
       notified by the contractor of the contractor's obligations under this contract and the
       Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

       1.4 Information and Reports. The contractor shall provide all information and reports
       required by the Regulations or directives issued pursuant thereto and shall permit
       access to its books, records, accounts, other sources of information, and its facilities as
       may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be
       pertinent to ascertain compliance with such Regulations, orders, and instructions. Where
       any information required of a contractor is in the exclusive possession of another who
       fails or refuses to furnish this information, the contractor shall so certify to the sponsor or
       the FAA, as appropriate, and shall set forth what efforts it has made to obtain the

       1.5 Sanctions for Noncompliance. In the event of the contractor's noncompliance
       with the nondiscrimination provisions of this contract, the sponsor shall impose such
       contract sanctions as it or the FAA may determine to be appropriate, including, but not
       limited to:
Contract for Professional Services                                                     Exhibit “B”
Project No. ______                                                                    Page 2 of 5

           a. Withholding of payments to the contractor under the contract until the contractor
              complies, and/or
           b. Cancellation, termination, or suspension of the contract, in whole or in part.

       1.6 Incorporation of Provisions. The contractor shall include the provisions of
       paragraphs 1 through 5 in every subcontract, including procurements of materials and
       leases of equipment, unless exempt by the Regulations or directives issued pursuant
       thereto. The contractor shall take such action with respect to any subcontract or
       procurement as the sponsor or the FAA 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
       supplier as a result of such direction, the contractor may request the Sponsor to enter
       into such litigation to protect the interests of the sponsor and, in addition, the contractor
       may request the United States to enter into such litigation to protect the interests of the
       United States.


   The contractor assures that it will comply with pertinent statutes, Executive orders and such
   rules as are promulgated to assure that no person shall, on the grounds of race, creed,
   color, national origin, sex, age, or handicap be excluded from participating in any activity
   conducted with or benefiting from Federal assistance. This provision obligates the
   tenant/concessionaire/lessee or its transferee for the period during which Federal assistance
   is extended to the airport a program, except where Federal assistance is to provide, or is in
   the form of personal property or real property or interest therein or structures or
   improvements thereon. In these cases the provision obligates the party or any transferee for
   the longer of the following periods: (a) the period during which the property is used by the
   airport sponsor or any transferee for a purpose for which Federal assistance is extended, or
   for another purpose involving the provision of similar services or benefits or (b) the period
   during which the airport sponsor or any transferee retains ownership or possession of the
   property. In the case of contractors, this provision binds the contractors from the bid
   solicitation period through the completion of the contract. This provision is in addition to that
   required of Title VI of the Civil Rights Act of 1964.


       3.1 Contract Assurance (§26.13) - The contractor or subcontractor shall not
       discriminate on the basis of race, color, national origin, or sex in the performance of this
       contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the
       award and administration of DOT assisted contracts. Failure by the contractor to carry
       out these requirements is a material breach of this contract, which may result in the
       termination of this contract or such other remedy, as the recipient deems appropriate.

       3.2 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 30 days from the receipt of each payment the prime contractor receives from
       the Sponsor. The prime contractor agrees further to return retainage payments to each
       subcontractor within 30 days after subcontractor's work is satisfactorily completed.
Contract for Professional Services                                                      Exhibit “B”
Project No. ______                                                                     Page 3 of 5

       Any delay or postponement of payment from the above referenced time frame may
       occur only for good cause following written approval of the Sponsor. This clause applies
       to both DBE and non-DBE subcontractors.


       4.1. No Federal appropriated funds shall be paid, by or on behalf of the contractor, 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 the making of any Federal grant and the
       amendment or modification of any Federal grant.

       4.2. 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 any Federal grant, the contractor shall
       complete and submit Standard Form-LLL, “Disclosure of Lobby Activities,” in accordance
       with its instructions.


   The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees
   to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of
   the United States or any of their duly authorized 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


   Any violation or breach of terms of this contract on the part of the contractor or their
   subcontractors may result in the suspension or termination of this contract or such other
   action that may be necessary to enforce the rights of the parties of this agreement. The
   duties and obligations imposed by the Contract Documents and the rights and remedies
   available thereunder shall be in addition to and not a limitation of any duties, obligations,
   rights and remedies otherwise imposed or available by law.


   All rights to inventions and materials generated under this contract are subject to regulations
   issued by the FAA and the Sponsor of the Federal grant under which this contract is
Contract for Professional Services                                                         Exhibit “B”
Project No. ______                                                                        Page 4 of 5

       8.1. The contractor or subcontractor, by submission of an offer and/or execution of a
       contract, certifies that it:
           a) is not owned or controlled by one or more citizens of a foreign country
           included in the list of countries that discriminate against U.S. firms published
           by the Office of the United States Trade Representative (USTR);

           b) has not knowingly entered into any contract or subcontract for this project
           with a person that is a citizen or national of a foreign country on said list, or is
           owned or controlled directly or indirectly by one or more citizens or nationals
           of a foreign country on said list;

           c) has not procured any product nor subcontracted for the supply of any
           product for use on the project that is produced in a foreign country on said list.

       8.2. 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 a contractor or
       subcontractor who is unable to certify to the above. If the contractor knowingly procures
       or subcontracts for the supply of any product or service of a foreign country on said list
       for use on the project, the Federal Aviation Administration may direct through the
       Sponsor cancellation of the contract at no cost to the Government.

       8.3. Further, the contractor agrees that, if awarded a contract resulting from this
       solicitation, it will incorporate this provision for certification without modification in each
       contract and in all lower tier subcontracts. The contractor may rely on the certification of
       a prospective subcontractor unless it has knowledge that the certification is erroneous.

       8.4. The contractor shall provide immediate written notice to the sponsor if the
       contractor learns that its certification or that of a subcontractor was erroneous when
       submitted or has become erroneous by reason of changed circumstances. The
       subcontractor agrees to provide written notice to the contractor if at any time it learns
       that its certification was erroneous by reason of changed circumstances.

       8.5. This certification is a material representation of fact upon which reliance was
       placed when making the award. If it is later determined that the contractor or
       subcontractor knowingly rendered an erroneous certification, the Federal Aviation
       Administration may direct through the Sponsor cancellation of the contract or
       subcontract for default at no cost to the Government.

       8.6. 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
       8.7. This certification concerns a matter within the jurisdiction of an agency of the United
       States of America and the making of a false, fictitious, or fraudulent certification may
       render the maker subject to prosecution under Title 18, United States Code, Section 1001.
Contract for Professional Services                                                           Exhibit “B”
Project No. ______                                                                          Page 5 of 5

       9.1. The Sponsor may, by written notice, terminate this contract in whole or in part at
       any time, either for the Sponsor's convenience or because of failure to fulfill the contract
       obligations. Upon receipt of such notice services shall be immediately discontinued
       (unless the notice directs otherwise) and all materials as may have been accumulated in
       performing this contract, whether completed or in progress, delivered to the Sponsor.

       9.2. If the termination is for the convenience of the Sponsor, an equitable adjustment in
       the contract price shall be made, but no amount shall be allowed for anticipated profit on
       unperformed services.

       9.3. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor
       may take over the work and prosecute the same to completion by contract or otherwise.
       In such case, the contractor shall be liable to the Sponsor for any additional cost
       occasioned to the Sponsor thereby.

       9.4. If, after notice of termination for failure to fulfill contract obligations, it is determined
       that the contractor had not so failed, the termination shall be deemed to have been
       effected for the convenience of the Sponsor. In such event, adjustment in the contract
       price shall be made as provided in paragraph 2 of this clause.

       9.5. The rights and remedies of the sponsor provided in this clause are in addition to
       any other rights and remedies provided by law or under this contract.

   The consultant certifies, by submission of this proposal or acceptance of this contract, that
   neither it nor its principals is presently debarred, suspended, proposed for debarment,
   declared ineligible, or voluntarily excluded from participation in this transaction by any
   Federal department or agency. It further agrees by submitting this proposal that it will
   include this clause without modification in all lower tier transactions, solicitations, proposals,
   contracts, and subcontracts. Where the consultant or any lower tier participant is unable to
   certify to this statement, it shall attach an explanation to this proposal

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