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Request for Proposals

AIRPORT CONSULTING SERVICES

AVN RFP 18-038

PROPOSED SCHEDULE

All dates are subject to change without prior notice. The City of Phoenix is not responsible for any costs or losses incurred by any Proposer as a result of any date change. Proposers are solely responsible for paying all costs associated with responding to this Request For Proposals (RFP).

ACTIVITY (All times are “local Phoenix time”) DATE

Issue RFP June 14, 2018

Question Deadline: Submit Written Questions by 11:00 a.m. June 21, 2018

Answer Deadline: Responses to Written Questions June 28, 2018

Solicitation Deadline: Proposal Submittal by 11:00 p.m. July 12, 2018

Evaluation of Proposal July - August 2018

Proposer Interviews (Demonstrations), if applicable August 2018

Award Recommendation to Phoenix City Council October 2018

Submit responses and requests for alternate formats to:

Ivy Silva, Procurement Officer

City of Phoenix Aviation Department Phoenix Sky Harbor International Airport

2485 E. Buckeye Rd. Phoenix, AZ 85034

(602) 273-3400 (TEL) / 800-781-1010 (TTY) [email protected]

https://www.phoenix.gov/solicitations/1531

This RFP is issued pursuant to Phoenix City Code (P.C.C). Chapter 43 and Administrative Regulation (A.R.) 3.10. If there is any conflict between this RFP and the P.C.C. Chapter 43 or A.R. 3.10, then the P.C.C. Chapter 43 or A.R. 3.10 will govern.

This RFP does not commit the City to award a contract.

mailto:[email protected]

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Table of Contents Page

I. INTRODUCTION .................................................................................................. 4

A. Introduction .................................................................................................................. 4

B. Minimum Qualifications ............................................................................................... 4

C. Contract Term and Contractual Relationship ............................................................. 5

D. Proposer Questions and Notification .......................................................................... 6

E. Amendments to RFP and Registration Requirementsn ............................................. 6

II. DEFINITION OF KEY WORDS USED IN THIS RFP ............................................ 7

III. SCOPE OF SERVICES ........................................................................................ 8

IV. PROPOSAL INSTRUCTIONS .............................................................................. 8

A. Delivery of Proposals ................................................................................................... 8

B. Exceptions .................................................................................................................... 9

C. Proposal Format ........................................................................................................... 9

D. Best and Final Offer ....................................................................................................12

E. Negotiations .................................................................................................................14

F. Responsiveness and Responsibility ..........................................................................14

G. Evaluation Panel ..........................................................................................................15

H. Evaluation Criteria .......................................................................................................15

V. GENERAL TERMS AND CONDITIONS ............................................................. 17

A. Solicitation Transparency Policy ...............................................................................17

B. Equal Opportunity .......................................................................................................18

C. Award Recommendation .............................................................................................18

D. Disclosure of Confidential and Proprietary Information ...........................................18

E. City’s Reservation of Rights .......................................................................................19

F. City's Right to Reject a Proposal for Conflict of Interest ..........................................19

G. Proposer Incurred Costs .............................................................................................20

H. City’s Sole Determination of Responsiveness and Responsibility and Right to

Investigate ...................................................................................................................20

I. Contractor Certification and Affidavit ........................................................................20

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J. Covenant Against Contingent Fees Paid to Contractor ............................................21

K. No Gratuities ................................................................................................................21

L. Protests ........................................................................................................................21

M. Execution of the Contract ...........................................................................................23

ATTACHMENTS

Attachment A Affidavit

Attachment B Conflict of Interest and Solicitation Transparency Disclosure Form

Attachment C Draft Professional Services Agreement

Exhibit A Scope of Services

Exhibit B Fee Schedule

Exhibit C Indemnification and Insurance Requirement

Exhibit D Supplemental Terms and Conditions for All Airport Agreement

Exhibit E Administrative Regulation (A.R. 3.41) - Business, Conference and

Training Travel and Related Expenses

Exhibit F General Conditions Regarding Financial Studies for Public Offering

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I. INTRODUCTION

A. Introduction

The City of Phoenix Aviation Department (“City” or “Aviation Department”) owns and operates Phoenix Sky Harbor International Airport, Phoenix Goodyear Airport, and Phoenix Deer Valley Airport (collectively “Airports”). Sky Harbor Airport is one of the 10 busiest airports in the United States in terms of operations and served 44 million passengers in 2017. Sky Harbor Airport provides a $38 billion economic impact to the state of Arizona.

The City of Phoenix Aviation Department is seeking to contract with an experienced and knowledgeable Consultant to provide airport consulting services. The Consultant shall be prohibited from serving as both the City’s airport consultant selected through this process and the City’s airport advisor during the term of the agreement resulting from this RFP.

B. Minimum Qualifications Offer submitted must meet all the minimum experience and qualifications list below. Should the offer fail to meet any of the listed minimum qualifications established below, the offer will be disqualified as non-responsive.

1. Proposer Experience:

i. Each proposer must have ten (10) continuous years of experience, providing services listed in the Scope of Services, which is attached and marked Exhibit A of Attachment C to a large hub airport, as defined by the Federal Aviation Administration (FAA).

ii. A proposer may not use a subcontractor’s experience to meet the minimum qualifications.

iii. Executive Summary – Proposer must submit an executive summary, not to exceed 3 pages to demonstrate that it possesses the required experience and expertise to meet the minimum qualification in this RFP.

iv. Additionally, each proposer must also provide sufficient documentation to demonstrate the proposer meets the minimum qualifications described in Section I.B.1 and is qualified to provide the services described in this RFP. Each proposer must also address each category and bulleted item in the Scope of Services which is attached and marked Exhibit A.

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v. Any proposer that currently contracts with the City must be in good

standing for its submittal to be considered responsive. For the purpose of this RFP, good standing refers to compliance with all contractual provisions, including payment of financial obligations.

vi. Proposers that are unable to comply with any required certifications or

affidavits may be disqualified.

2. Key Team Members Experience: i. Each proposer’s key team members must have five (5) continuous

years’ experience providing services listed in the Scope of Services, which is attached and marked Exhibit A of Attachment C to a large hub airport, as defined by the FAA.

ii. The term “key team members” represents a maximum of five (5) individuals who are expected to complete at least 70% of the services to be provided under the Agreement resulting from this RFP.

iii. Additionally, proposer must identify the “lead” of the key team members who will serve as the City’s point of contact (POC) under the performance of this Agreement.

iv. Executive Summary – Proposer must submit an executive summary, not to exceed 3 pages to identify the “lead” key team member and provide a brief overview of the proposed key team members and their qualifications to demonstrate that they possess the required experiences and expertise to meet the minimum qualification in this RFP.

C. Contract Term and Contractual Relationship The term of the Agreement will be five (5) years with no renewal options. The information in this RFP is not intended to completely define the proposed contractual relationship to be entered into by the City and the Contractor. Proposers are responsible for reading the draft Professional Services Agreement, Attachment C, attached. By submitting a proposal, the proposer agrees that it will be bound by all of the provisions of the Agreement. The Agreement may be amended at the sole discretion of the City at any time during the RFP process and prior to execution by the City.

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Notwithstanding the foregoing, this Agreement will terminate upon the earliest occurrence of any of the following:

reaching the end of the term and any extensions exercised as set forth above;

completing the services set forth in the Scope of Work (the “Services”);

payment of the maximum compensation under this Agreement; or

termination pursuant to the provisions of this Agreement.

D. Proposer Questions and Notification In order to comply with the Solicitation Transparency Policy and avoid disqualification, no informal contact initiated by a proposer on the proposed service will be allowed with members of the City’s staff from date of distribution of this RFP until the award of the Agreement. Such communication will be deemed a violation of the Solicitation Transparency Policy and the proposer will be disqualified. All questions concerning, or issues related to, this RFP shall be presented in writing. Proposers are advised to read this RFP in its entirety. The failure to read or understand any portion of this RFP shall not be cause for waiver of any portion of this RFP or the Agreement. All questions concerning this RFP must be submitted in writing not later than the deadline listed on page 1 to [email protected]. All written questions will be responded to in writing and posted at phoenix.gov/solicitations. Potential proposers who request such notification in writing will be notified by email when documents related to this RFP are available at phoenix.gov/solicitations. It is the intent of the City to award the Contract on a fair, competitive basis. For this reason, the City may view the notation of any exception in response to any material condition or requirement of this RFP as an attempt by the proposer to vary the terms of this RFP, which in fact may result in giving such proposer an unfair advantage over other proposers. Proposals that list exceptions to any mandatory provision or material requirement of this RFP may be disqualified as nonresponsive.

E. Amendments to RFP and Registration Requirements

Amendments to this RFP will be in writing. The City is not responsible for any oral instructions given by any City employee, consultant, or official regarding this RFP’s instructions, specifications, or documents.


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The City may amend this RFP before or after the RFP deadline listed on page 1. Changes to this RFP will be in writing as an addendum and posted at https:\\www.phoenix.gov/solicitations/1531. All persons and businesses that received the initial RFP issuance notice will be notified that the addendum is available to download. Proposers must be registered in the City’s e-Procurement Self-Registration System at https://www.phoenix.gov/financesite/Pages/EProc-help.aspx in order to receive solicitation notices, respond to this RFP and access procurement information. The City may, at its sole discretion, reject any proposal from a proposer who has not registered in the City’s e-Procurement system.

II. DEFINITION OF KEY WORDS USED IN THIS RFP

As used in this RFP, the following words and terms have the following definitions:

Shall, Will, Must mean a mandatory requirement. Failure to meet

these mandatory requirements may result in the rejection of a proposal as nonresponsive.

Should means something that is recommended, but not

mandatory. If a proposer fails to provide recommended information, the City may, in its sole discretion, ask the proposer to provide the information or evaluate the proposal without the information.

May means something that is not mandatory, but

permissible. Contractor means the individual, partnership, corporation, or

other legal entity who is under contract with the City and whose contractual insurance requirements are being tracked and monitored for compliance.

Contract means the legal agreement awarded by this RFP and

executed by the City and the Contractor. The term Contract is exchangeable with Agreement for the purpose of this RFP.

Days means calendar days, unless otherwise specified.

https://www.phoenix.gov/financesite/Pages/EProc-help.aspx

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Insurance Requirements means a particular set of insurance coverages, limits,

and conditions required in a City contract. The City’s insurance requirements may vary depending on the nature of the Contract.

Aviation Department Representative (ADR) The Aviation Department Representative (ADR) for

the Contract will be Deputy Aviation Director, who can be reached at 602-273-3363. The ADR, or his designee, will coordinate all work and will be the sole judge concerning the acceptability and quality of the work. Contractor must consult with the ADR on any concerns or issues arising during Contractor’s performance under the Contract.

III. SCOPE OF SERVICES

Overview The successful proposer to this RFP must be able to provide airport consutling services on an as-needed basis as described in the Scope of Services, Exhibit A attached to the Professional Services Agreement, Attachment C. The City reserves the right to change the Scope of Services based on the needs of the City during the term of the Agreement.

IV. PROPOSAL INSTRUCTIONS

A. Delivery of Proposals Each proposer must submit the following in a sealed package marked with the proposer’s name and the name of this RFP:

One (1) original, signed proposal,

One (1) electronic copy of the proposal in Microsoft Word or Excel on a CD-ROM or jump drive, and

Five (5) hard copies of the proposal.

Proposals must be received by the City’s administrative receptionist at the address listed on page 1 before the RFP deadline listed on page 1. At any time prior to the RFP due date and time listed on page 1, proposers may correct or

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withdraw their proposals by submitting a request in writing and signed by a duly authorized representative. Facsimiles, telegraphic, or mailgram will not be considered. Late proposals will be rejected. If a proposal is submitted late, then the City will document the date and time of the submittal of the late proposal, keep the proposal, and notify the proposer that its proposal was rejected for being late. The prevailing clock shall be the City’s clock at the Aviation Department.

B. EXCEPTONS Consultant must not take any exceptions to any terms, conditions or material requirements of this solicitation. Offers submitted with exceptions will be deemed non-responsive and disqualified from further consideration. Consultants must conform to all the requirements specified in the solicitation. The City encourages Consultants to ask the procurement officer questions rather than including exception in their Offer.

C. Proposal Format

Proposals shall conform to the following format. Proposals not following the specified format below or that are incomplete, conditional, obscure, contain additions not requested, changes or exceptions to material provisions or requirements of this RFP or irregularities of any kind are subject to disqualification from the process as nonresponsive. 1. The written proposal shall be signed by an individual authorized to bind

Contractor. 2. The proposal shall state the name, title, address, and telephone number of

the individual with authority to contractually bind Contractor and who may be contacted during the term of the Contract.

3. The proposal shall be submitted in an 8½-inch x 11-inch loose leaf three-ring binder. Proposals are limited to sixteen (16) pages (single-sided) of letter size paper containing at least 30% post-consumer content, with Arial font using at least 12-point type. The pages of each proposal must be numbered. Attachments, resumes, signed addenda and fee schedule do not count toward the proposal’s total number of pages.

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4. Erasures, interlineations, or other modifications of the proposal shall be initialed in original ink by the authorized person signing the proposal. No proposal shall be altered, amended, or withdrawn after the specified proposal due time and date. The City is not responsible for proposer’s errors or omissions. All time periods stated as a number of days shall be calendar days.

5. Proposers shall mark any information submitted as part of their proposals that they deem confidential or proprietary in bold with the words “CONFIDENTIAL” in red on each page that contains confidential or proprietary information. In the event of a public records request, the City cannot guarantee that such information can be withheld.

6. All forms provided in this RFP must be completed and submitted with the

proposal. The signed and completed Solicitation Conflict and Transparency Disclosure form must be included or the proposal will be deemed nonresponsive. It is permissible to copy forms in this RFP if necessary.

7. The City requires proposals to this RFP to be organized in the following major sections:

Tab 1 Table of Content for entire proposal with page number Tab 2 General Information

a. Notarized Affidavit (Attachment A) b. Signed Solicitation Conflict and Transparency Disclosure

Form (Attachment B) c. Completed Exhibit F

Tab 3 Qualification and Experience Statement – Proposer

Experience a. Executive Summary – Proposer must submit an

executive summary, not to exceed 3 pages to demonstrate that it possesses the required experience and expertise to meet the minimum qualification in this RFP.

b. Additionally, each proposer must also provide sufficient documentation to demonstrate the proposer meets the minimum qualifications described in Section I.B.1 and is qualified to provide the services described in this RFP.

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Each proposer must also address each category and bulleted item in the Scope of Services which is attached and marked Exhibit A of Attachment C.

c. References - The documentation provided to

demonstrate the minimum qualifications for the proposer must include a minimum of three (3) large hub airport references. The information provided must include current contact name, telephone number, and email address for each large hub airport reference.

Tab 4 Qualification and Experience Statement – Proposer’s Key

Team Members Experience a. Executive Summary – Proposer must submit an

executive summary, not to exceed 3 pages to identify the “lead” key team member and provide a brief overview of the proposed key team members and their qualifications to demonstrate that they possess the required experiences and expertise to meet the minimum qualification in this RFP.

b. Each proposer must identify its key team members and job title, and provide sufficient documentation, including resumes (not to exceed 3 pages each), to demonstrate its key team members meet the minimum qualifications described in Section I.B.2 and are qualified to provide the services described in this RFP. Each proposer must also address each category and bulleted item in the Scope of Services which is atachached and marked Exhibit A of Attachment C.

c. References - The documentation provided to

demonstrate the minimum qualifications for each of the proposed key team members must include a minimum of three (3) large hub airport references. The information provided must include current contact name, telephone number, and email address for each large hub airport reference.

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Tab 5 Approach to Scope of Services (not to exceed 10 pages)

a. Each proposer must describe its proposed approach to the scope of service listed in Exhibit A of Attachment C.

b. Proposer must also individually address each bulleted item in Exhibit A of Attachment C.

Tab 6 Signed Addenda (if applicable) Tab 7 Fee Schedule

Proposals will be reviewed for responsiveness and documentation of minimum qualifications, completeness, and adherence to the RFP requirements. The City reserves the sole right to determine the sufficiency of qualifications and experience of all proposers. The City also reserves the right to disqualify any consultant who fails to provide information or data requested or who provides materially inaccurate or misleading information or data. The evaluation panel will recommend the proposal(s) that are the best value and most advantageous to the City based on the evaluation criteria. The City reserves the right to make an award to a proposer whose proposal is the highest rated, best value, and most advantageous to the City based on the evaluation criteria, without conducting written or oral discussions with any proposer, without negotiations, and without soliciting Best and Final Offers. At any time prior to the solicitation due date and time, a Consultant (or designated representative) may withdraw the offer by submitting a request in writing and signed by a duly authorized representative. Facsimiles, telegraphic or mailgram withdrawals will not be considered. Withdrawals may not be made after the proposal due date.

D. Best and Final Offer

The City reserves the right to seek a Best and Final Offer (BAFO) from one or more proposers who have been “short-listed” during the technical evaluation process. Proposers chosen to submit BAFOs will be given instructions on preparing their BAFO, including an indication of which areas of the RFP must be addressed. BAFOs will be evaluated as an adjustment to the scores already awarded by the evaluation panel. After receiving BAFOs, the Procurement Officer may conduct additional discussions with proposers. If a proposer is invited to submit a BAFO and does not submit a BAFO, its immediate previous

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offer will be considered as its BAFO. Unsolicited BAFOs from proposers will not be considered. Each short-listed proposer in the competitive range may be afforded the opportunity to amend its proposal and make one (1) BAFO. The request for BAFOs will include the following: 1. Notice that discussions or negotiations are concluded.

2. Notice that this is the opportunity to submit a written BAFO.

3. A common date and time for submission of a BAFO by each proposer in the competitive range, allowing a reasonable opportunity to prepare BAFOs.

4. Notice that if any modification to a BAFO is submitted, it must be received by the date and time specified for receipt of BAFOs.

5. Notice to proposers that do not submit a notice of withdrawal or a BAFO that their immediately previous proposal will be construed as their BAFO.

If a proposer’s BAFO modifies its initial proposal, then the modifications must be identified in the BAFO. The City will evaluate BAFOs based on the same requirements and criteria applicable to initial proposals. The City will adjust appropriately the initial scores for criteria that have been affected by proposal modifications made by a BAFO. Based on the criteria defined this RFP, the City will then perform final scoring and prepare final rankings. The evaluation panel will recommend the proposal that offers the best value and is most advantageous to the City based on the evaluation criteria. The results of the evaluation and the selection of a proposer for any award will be documented in the RFP file.

E. Negotiations

At the end of the evaluation process, the evaluation panel will rank the proposals based on the evaluation criteria set forth in this RFP. If advantageous to the City, the City may enter into negotiations with the highest ranked proposer. If negotiations between the City and the highest ranked proposer are unsuccessful, then the City reserves the right to engage in negotiations with the next highest ranked proposer. This process of negotiating with each proposer beginning with the highest ranked proposer may be followed until the negotiations are successful or this RFP is cancelled. In conducting negotiations, the Procurement Officer will not disclose any information derived from proposals submitted by competing proposer. In no event will such negotiations change time restrictions or requirements set forth in this RFP.

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F. Responsiveness and Responsibility

Proposals will be reviewed for documentation of minimum qualifications, completeness, and compliance with RFP requirements. The City reserves sole discretion to determine responsiveness and responsibility.

1. Responsiveness. Nonresponsive proposals will not be considered in the

evaluation process. This RFP includes terms and conditions that, if included or excluded from proposals (as the case may be), will render a proposal nonresponsive.

Exceptions, conditions, reservations, or understandings are presumed to be unacceptable, and a proposal that includes unacceptable exceptions, conditions, reservations, or understandings may be rejected as nonresponsive. Alternatively, the City, in its sole discretion, may instruct in writing that any proposer remove the conditions, exceptions, reservations, or understandings. If a proposer fails to do so in writing, then the City may determine that proposal to be nonresponsive.

2. Responsibility. To obtain true economy, the City must conduct solicitations to

minimize the possibility of a subsequent default by the Contractor, late deliveries, or other unsatisfactory performance that may result in additional administrative costs. It is important that the Contractor be a responsible contractor. Responsibility includes the Contractor’s integrity, skill, capacity, experience, and facilities for conducting the work to be performed.

3. The Procurement Officer, in consultation with legal counsel, will review each

proposal to determine if the proposer is responsible. The City’s determination as to whether a proposer is responsible will be based on the information obtained at the City’s request, information in any BAFO, and information received from proposer’s references, including information about proposer’s past history, and any other sources of information the City deems appropriate. Award of the Contract resulting from this RFP will not be made until any necessary investigations, which each proposer agrees to permit by submitting its proposal, is made by the City as it deems necessary.

4. A review of responsibility may occur up to Contract award.

5. The proposer’s unreasonable failure to promptly supply information in

connection with an inquiry with respect to responsibility may be grounds for a determination of nonresponsibility with respect to such Contractor.

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G. Evaluation Panel

The City will appoint an evaluation panel to evaluate all responsive proposals and recommend a proposer to be awarded the Contract resulting from this RFP. The City may accept the evaluation panel’s recommendation and submit it to the Phoenix City Council for approval, or the City may reject the recommendations. If only one proposal is responsive, then the City shall have the discretion to determine whether the evaluation panel or staff will evaluate that proposal responsive. The evaluation panel may interview all proposers or may evaluate the proposals solely on the materials submitted by the proposal deadline. A short list of proposers, when used, is a list of proposers identified by the evaluation panel as those most likely to be successful, based on this RFP’s evaluation criteria. The evaluation panel may consider information from the interviews that clarifies the written responses. The short listed proposers may then be scheduled for interviews with the evaluation panel. Information provided during the interviews and demonstrations process shall be taken into consideration when evaluating the stated evaluation criteria. During deliberations, the evaluation panel will reach a consensus score for each evaluation criterion, except price. The Procurement Officer will score the price, which will be added to the overall consensus score. The overall consensus scores will determine the proposers’ rankings and which proposers are within the competitive range, when appropriate. The City will maintain the consensus scoring for each criterion for each proposer. The City does not retain the scores of Evaluation Panel members.

H. Evaluation Criteria All responsive and responsible proposals will be evaluated based on the following criteria, with an overall maximum of 1,000 points. Listed below is each criterion and subcriterion that the evaluation panel will consider. These sub-criteria are not individually weighted and are not listed in order of importance.

1. Qualifications and Experience of Proposer (0-350 points)

Each proposer must provide an executive summary (not to exceed 3 pages) describing its understanding and responsiveness to the requirement set forth in the Scope of Services, Exhibit A of Attachment C attached.

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In the executive summary, address number of years and type of experience providing to large hub airport clients: a. Financial and business related reports, analysis and forecasting

preparation, and support related financial models. b. Rates and Charges Program analysis and support. c. Air traffic reports, analysis and forecasting. d. Support for bond feasibility services and debt service analysis. e. Passenger Facility Charge, Airport Improvement Program, and Customer

Facility Charge Program support, analysis and forecasting. f. Provide general business or financial support.

2. Qualifications and Experience of Key Team Members (0 to 300 points)

Proposer must submit an executive summary (not to exceed 3 pages) to identify the “lead” key team member and provide a brief overview of the proposed key team members and their qualifications to demonstrate that they possess the required experiences and expertise to meet the minimum qualification in this RFP. Include in this summary, the number of years and type of experience providing to large hub airport clients: a. Financial and business related reports, analysis and forecasting



3. Approach to Scope of Services (0 to 250 points) (not to exceed 10

pages) Number of years and type of experience providing to large hub airport clients: a. Financial and business related reports, analysis and forecasting



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4. Fee Schedule (0 to 100 points)

V. GENERAL TERMS AND CONDITIONS

A. Solicitation Transparency Policy Commencing on the date and time this RFP is published, potential or actual proposers or respondents (including their representatives) shall only discuss matters associated with this RFP with the Mayor, any members of Phoenix City Council, the City Manager, any Deputy City Manager, or any department director directly associated with this RFP (including in each case their assigned staff, except for the designated procurement officer) at a public meeting, posted under Arizona Statutes, until the resulting Contract(s) are awarded or all proposals or responses are rejected and this RFP is cancelled without any announcement by the Procurement Officer of the City’s intent to reissue the same or similar solicitation. As long as this RFP is not discussed, proposers may continue to conduct business with the City and discuss business that is unrelated to this RFP with the City staff who are not involved in the selection process. Proposers may discuss their proposals or this RFP with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through the Procurement Officer conducted in person at 200 West Washington, Phoenix, Arizona, 85003, and are posted as open meetings with the City Clerk at least twenty-four (24) hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate. With respect to the selection of the Contractor, the City Manager and/or City Manager's Office will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and/or City Manager's Office and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective proposers. This policy is intended to create a level playing field for all proposers, assure that contracts are awarded in public, and protect the integrity of the selection process. PROPOSERS THAT VIOLATE THIS POLICY SHALL BE DISQUALIFIED. After official Notice is received by the City for disqualification, the proposer may follow the protest process, unless this RFP is cancelled without notice of intent to reissue.

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“To discuss” means any contact by the proposer, regardless of whether the City responds to the contact. Proposers that violate this policy shall be disqualified until the resulting Contract(s) are awarded or all proposals or responses are rejected and this RFP is cancelled without any announcement by the Procurement Officer of the City’s intent to reissue the same or a similar solicitation. If the City cancels a solicitation with a statement that the City will rebid or resolicit, this procedure continues until the Phoenix City Council awards the contract.

B. Equal Opportunity The City extends to each individual, firm, contractor, supplier, contractor, and subcontractor an equal economic opportunity to compete for City business and strongly encourages the utilization of small and/or disadvantaged businesses throughout the life of this RFP’s Contract. Proposers are encouraged to contact the City’s Equal Opportunity Department at 602-262-6790 or phoenix.gov/CERTIFY/index.html for assistance.

C. Award Recommendation

The award recommendation will be posted at https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendation. When the City posts the award recommendation, the procurement file for this RFP will be available upon request for proposers to view. The procurement file consists of this RFP and any addenda, advertising documents, proposals, evaluation panel consensus scorings, evaluation process documents, pre-response meeting documents, questions and answers, signed conflict of interest statements used in this process, and confirmation of this RFP’s posting to the phoenix.gov solicitation website.

D. Disclosure of Confidential and Proprietary Information All materials submitted by proposers shall become the property of the City and become a matter of public record available for review pursuant to Arizona law. Each proposer shall clearly mark any information submitted as part of its proposal that the proposer deems confidential or proprietary (collectively “Confidential Information”) “confidential.”s To the extent necessary for the evaluation process, information marked “confidential” will not be treated as confidential.

https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendation

https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendation

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When the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the proposer as “confidential” available to the public unless necessary to support the evaluation process or if specifically requested in accordance with applicable public records law. When a public records request for such information is received, the Procurement Officer will notify the proposer in writing of any request to view any portion of its proposal marked “confidential”. The proposer has seven (7) calendar days to obtain a court order enjoining the disclosure. If the proposer does not provide the Procurement Officer with a court order enjoining the release of the information during the designated time period, the Procurement Officer will make the information requested available for inspection.

E. City’s Reservation of Rights

The City reserves the right to take any course of action the City deems appropriate at the City's sole and absolute discretion, which may include: 1. Waiving any defects or informalities in any proposal or proposing

procedure.

2. Accepting or rejecting any or all proposals or any part of any or all proposals.

3. Canceling the RFP in part or in its entirety.

4. Reissuing the RFP with or without modification.

5. Negotiating any proposal elements in a manner that does not create an

unfair advantage for any proposer.

6. Extending the deadline for proposals.

7. Requesting additional information from any or all proposers.

8. Taking any other legal action deemed to be in the City’s best interest.

F. City's Right to Reject a Proposal for Conflict of Interest The City reserves the right to reject a proposal if the proposer has a real or apparent conflict of interest disclosed in its proposal or discovered from another source. During the term of the Contract that results from this RFP, the Contractor’s employees may not be involved in any other aviation-related

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business, including as an employee, owner, sub-contractor, joint venture partner, partner, or consultant, which presents a real or apparent conflict of interest. All determinations regarding conflicts of interest will be made at the City’s sole discretion, whose decision is final. By submission of a proposal hereunder, the proposer waives any right to object, now or at any future time before any body or agency, including the Phoenix City Council or any court, as to the exercise by the City of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the City.

G. Proposer Incurred Costs

All costs incurred by a proposer in connection with this RFP shall be borne solely by the proposer. Under no circumstances will the City be responsible for any costs or losses incurred by anyone in (1) responding to this RFP, including costs associated with interviews, (2) any subsequent follow up to the proposal, or (3) any subsequent negotiations of a Contract.

H. City’s Sole Determination of Responsiveness and Responsibility and Right to Investigate Proposals will be reviewed for documentation of minimum qualifications, completeness, and compliance with the RFP requirements. The City reserves the sole right to determine responsiveness and responsibility. Responsibility includes the City’s determination of the proposer’s integrity, skill, capacity, experience, and facilities for conducting the work to be performed. The City’s determination as to whether a proposer is responsible will be based on the information furnished by the proposer, interviews (if any), any information obtained at the City’s request, information received from proposer’s references, including information about proposer’s past history, and any other sources the City deems appropriate. Award of the Contract resulting from this RFP will not be made until any necessary investigation, including financial capacity, which each proposer agrees to permit by submitting its proposal, is made by the City, as it deems necessary. A review of responsibility may occur up to Contract award by the Phoenix City Council.

I. Contractor Certification and Affidavit

By submitting a proposal, the proposer certifies it has not paid or agreed to pay any fee, commission, or any other item of value to any employee, official, or current contracting consultant of the City.

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In compliance with A.R.S. §§ 1-501 and 1-502(D), if the Contractor is a sole proprietorship or an individual, then the Contractor must submit a completed Affidavit of Lawful Presence prior to the award of any Contract resulting from this RFP process. This Affidavit form is posted at https://www.phoenix.gov/Documents/lawfulpresence.pdf. Proposers unable to comply with any required certifications or affidavits may be disqualified.

J. Covenant Against Contingent Fees Paid to Contractor By submitting a proposal, the proposer certifies it has not employed or retained any person or company, other than a member of its proposed team or a bona fide employee working solely for the proposer, to solicit or secure the Contract described in this RFP, and that no contract has been made to pay the proposer or any member of its team any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or execution of the Contract. For breach or violation of this certification, the City has the right to void any Contract entered into with a proposer as result of this RFP without liability, or, in its discretion, deduct the Contract price or consideration or recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

K. No Gratuities Proposers shall not offer any gratuities, favors, or anything of monetary value to any official or employee of the City or its advisors for the purposes of influencing this selection. Any attempt to influence the selection process by any means, other than disclosure of qualifications and credentials through the proper channels, shall be grounds for exclusion from the selection process.

L. Protests

1. Condition for Protest. a. An aggrieved party may protest the contents of this RFP up to seven (7)

calendar days before the proposal deadline listed on page 1 when the protest is based on an alleged mistake, impropriety, or defect in this RFP. The aggrieved party must also submit a proposal by the response deadline listed on page 1 if it wants to be considered for award of the Contract. An aggrieved party or proposer who fails to protest timely an alleged mistake, impropriety, or defect in this RFP that was apparent may not later protest that alleged mistake, impropriety, or defect. Unless

https://www.phoenix.gov/Documents/lawfulpresence.pdf

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otherwise notified by a formal amendment, the protester must adhere to all RFP dates and deadlines, including timely filing of a proposal, regardless of filing a protest.

b. Proposers may protest an adverse determination issued by the City regarding whether the proposer is responsible or its proposal is responsive within seven (7) calendar days of the date the proposer was notified of the adverse determination.

c. Proposers may protest an award recommendation within seven (7) calendar days of it being posted at https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations, if the proposer can establish that it had a substantial chance of being awarded the Contract and will be harmed by the recommended award. The date the award recommendation notice is posted shall initiate the seven (7) day protest period. That is, the date the Notice is posted shall be day zero (0) with the following day counted as day one (1) and so forth through close of business (5:00 PM MST) on calendar day seven (7).

d. In the event the aggrieved parties or proposers submit a public records request after receiving the applicable award recommendation notice, but prior to the deadline to file a protest, the Procurement Officer will extend the protest deadline one (1) day for every day between the day the City receives the public records request and the day the public records are produced, the request is otherwise addressed by the City, or a court of competent jurisdiction enjoins disclosure of the requested records.

2. Protest Process a. Offeror may protest the contents of a solicitation no later than seven days

before the solicitation deadline when the protest is based on an apparent alleged mistake, impropriety or defect in the solicitation. Protests filed regarding the solicitation may be addressed by an amendment to the solicitation or denied by the City. If denied, the opening and award will proceed unless the City determines that it is in the City’s best interests to set new deadlines, amend the solicitation, cancel or re-bid.

b. Therefore, unless otherwise notified by a formal amendment, the Protester must adhere to all solicitation dates and deadlines, including timely filing of an offer, regardless of filing a protest.

https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations

https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations

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c. Offeror may protest an adverse determination issued by the City regarding responsibility and responsiveness, within seven days of the date the Offeror was notified of the adverse determination.

d. Offeror may protest an award recommendation if the Offeror can establish that it had a substantial chance of being awarded the contract and will be harmed by the recommended award. The City will post recommendations to award the contract(s) to a particular Offeror on the City’s website. Offeror must submit award protests within seven days after the posting of the award recommendation, with exceptions only for good cause shown, within the City’s full and final discretion.

e. All protests will be in writing, filed with the Procurement Officer identified in the solicitation and include the following:

Identification of the solicitation number;

The name, address and telephone number of the protester;

A detailed statement describing the legal and factual grounds for the protest, including copies of relevant documents;

The form of relief requested; and

The signature of the protester or its authorized representative.

f. The Procurement Officer will render a written decision within a reasonable period of time after the protest is filed. The City will not request City Council authorization to award the contract until the protest process is complete. All protests and appeals must be submitted in accordance with the City’s Procurement Code, (Phoenix City Code, Ch. 43), and administrative regulation 3.10 and any protests or appeals not submitted within the time requirements will not be considered. Protests must be filed with the Procurement Officer.

M. Execution of the Contract

The City will send the final Contract to the Contractor. Within thirty (30) calendar days from the date the Contract was sent, the Contractor must sign and submit the final Contract to the City. If the City does not receive the signed Contract and all other required documentation from the Contractor within thirty (30) calendar days, then the City may request the Phoenix City Council to award the Contract to the next highest qualified proposer.

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Until the City executes a Contract with a Contractor, no contractual relationship exists. If the Contractor is a corporation, limited liability company, or other business entity regulated by the Arizona Corporation Commission (ACC), then Contractor certifies that it is in good standing with the ACC and shall remain in good standing throughout the term of the Contract. If Contractor is a partnership, limited partnership, or other business entity regulated by the Arizona Secretary of State (SOS), then Contractor certifies that it is in good standing with the SOS and shall remain in good standing throughout the term of the Contract. Contractor certifies that it is authorized to transact business in Arizona and shall remain authorized throughout the term of the Contract. Contractor certifies and that the person signing its proposal on its behalf is authorized and empowered to bind Contractor to the Contract. If the Contractor is subject to regulation by the ACC, then it must be authorized to transact business in Arizona and be in good standing with the ACC at the time it signs the Contract.

CITY OF PHOENIX

Aviation Department

Attachment A-1

ATTACHMENT A

AFFIDAVIT

Assurances The undersigned proposer hereby submits to the City of Phoenix (City) the enclosed proposal based upon all terms and conditions set forth in the City’s RFP and referenced materials. Proposer further specifically agrees hereby to provide services in the manner set forth in the proposal submitted by proposer. The undersigned proposer acknowledges and states, under penalty of perjury, as follows: 1. The City is relying on proposer’s submitted information and the representation that

proposer has the capability to successfully undertake and complete the responsibilities and obligations submitted in its proposal and in the resulting agreement.

2. The City has the right to make any further inquiry it deems appropriate to substantiate

or supplement information supplied by proposer.

3. Proposer has read and fully understands all the provisions and conditions set forth in the RFP documents, upon which its proposal is based.

4. The forms and information requested in the RFP are complete and made part of

proposer’s proposal. The City is not responsible for any proposer errors or omissions.

5. This proposal may be withdrawn by requesting such withdrawal in writing at any time

prior to the proposal deadline but may not be withdrawn after such date and time.

6. The City reserves the right to reject any and all proposals and to accept the proposal that, in its judgment, will provide the best quality of service to the City at reasonable rates.

7. This proposal is valid for a minimum of 180 days subsequent to the proposal

deadline.

8. All costs incurred by proposer in connection with this proposal shall be borne solely by proposer. Under no circumstances shall the City be responsible for any costs associated with proposer’s proposal or the RFP process.

9. Proposer has not in any manner, directly or indirectly, conspired with any person or

party to unfairly compete or compromise the competitive nature of the RFP process.

CITY OF PHOENIX

Aviation Department

Attachment A-2

10. The contents of this proposal have not been communicated by the undersigned nor by any employee or agent to any other person engaged in this type of business prior to the official opening of this proposal.

11. To the best of the proposer’s knowledge, the information provided in its proposal is

true and correct and neither the undersigned proposer nor any partner, corporate officer or managing employee have ever been convicted of a felony or a crime involving moral turpitude.

Legal Status 1. In the past 7 years, have you personally, or any business with which you have been

involved, been declared bankrupt, filed a petition in any bankruptcy court, filed for protection from creditors in bankruptcy court, or had involuntary proceedings filed in bankruptcy court? If "Yes," provide date, court jurisdiction, case name, case number, amount of liabilities, amount of assets and the status of each occurrence. (Attach additional pages as necessary.)

Yes No

2. Have you personally, or any business with which you have been involved, ever been a defaulter as surety upon any obligation to the City? If "Yes," provide details. (Attach additional pages as necessary.)

Yes No 3. Are there any pending liens, claims or litigation in excess of $1,000,000 involving

proposer? If "Yes," provide detailed information regarding complaints about how the quality of proposer’s services was unsatisfactory. (Attach additional pages as necessary.)

Yes No 4. Has the proposer been involved in any lawsuits in the past 5 years? If "Yes," provide

list. (Attach additional pages as necessary.)

Yes No 5. Have any of the proposer’s consulting agreements been terminated prior to their

expiration terms, voluntarily or involuntarily, within the last 5 years? If "Yes," provide name, location, and date of the agreement(s). (Attach additional pages as necessary.)

Yes No

CITY OF PHOENIX

Aviation Department

Attachment A-3

6. Has the proposer, or any corporation or other entity that has, directly or indirectly, a controlling interest in the proposer, or any subsidiary of the proposer or other entity in which the proposer has a controlling interest or any of the proposer’s principals, officers, or directors ever been barred from bidding on federal, state, or local government agreements? If "Yes," provide the current status of such suspension or debarment proceedings. (Attach additional pages as necessary.)

Yes No 7. Proposer intends to operate the business as a (check one):

Corporation Partnership

Joint Venture Sole Proprietorship

Limited Liability Company Other

References Proposer shall furnish the names and contact information for 3 clients for whom the proposer is furnishing or has furnished services similar to those described in this RFP. Do not list City of Phoenix employees or officials as references. 1. Company and Reference Name:

Address: Telephone and E-Mail:

2. Company and Reference Name:


3. Company and Reference Name:


CITY OF PHOENIX

Aviation Department

Attachment A-4

Signature(s) Name of Proposer (Legal Name): Printed Name of Authorized Person*: Title: Business Address of Proposer: Telephone and E-Mail: Signature of Authorized Person: *Proposal must be signed by an individual authorized to contractually bind the proposer. Name of Joint Venture and/or Subcontractor Partner (if applicable): Printed Name of Authorized Person: Business Address: Telephone and E-Mail: Signature of Authorized Person:

NOTARIZED State of ______________ ) ) County of ____________ ) This Affidavit was subscribed and sworn to before me this _____ day of ________, 2018 by __________________________________ (full name of the affiant). _____________________________________ Notary Public (signature) Affix notary seal

Attachment B-1

ATTACHMENT B

Conflict of Interest and Solicitation Transparency Disclosure Form

This form must be signed and submitted to the City and all questions must be answered (or N/A) or

your Offer may be considered non-responsive.

1. Name of person submitting this disclosure form.

First MI Last Suffix

2. Contract Information

Solicitation # or Name:

3. Name of individual(s) or entity(ies) seeking a contract with the City (i.e. parties to the Contract)

4. List any individuals(s) or entity(ies) that are owners, partners, parent, sublessees, joint venture, or subsidiaries of the individual or entity listed in Question 3. Please include all Board members, executive committee members and officers for each entry. If not applicable, indicate N/A.

5. List any individuals or entities that will be subcontractors on this contract or indicate N/A.

Subcontractors may be retained, but not known as of the time of this submission.

List of subcontracts, including the name of the owner(s) and business name:

6. List any attorney, lobbyist, or consultant retained by any individuals listed in Questions 3, 4, or 5 to assist in the proposal or seeking the resulting contract. If none, indicate N/A.

Attachment B-2

7. Disclosure of Conflict of Interest:

A. City Code Section 43-34

Are you aware of any fact(s) with regard to this solicitation or resulting contract that would raise a “conflict of interest” issue under City Code Section 43-34?

“An elected City official or a City employee shall not represent any person or business for compensation before the City regarding any part of a procurement, including any resulting contract, if during the time the elected official is or was in office or the employee is or was employed by the City such elected official or employee played a material or significant role in the development of the solicitation, any other part of the procurement, or the contract award.”

I am not aware of any conflict(s) of interest under City Code Section 43-34.

I am aware of the following potential or actual conflict(s) of interest:

B. ARS Sections 38-501 et. Seq. & City Charter Chapter 11

State law and the Phoenix City Charter and Code prohibit public officers or employees, their close relatives, and any businesses they, or their relatives, own from (1) representing before the City any person or business for compensation, (2) doing business with the City by any means other than through a formal procurement, and (3) doing business with the City without disclosing that the person has an interest in the contract. This prohibition extends to subcontracts on City contracts and also applies to parent, subsidiary, or partner businesses owned by a public officer or employee. See A.R.S. Sections 38-501 through 38-511, for more information (City Charter, Chapter 11, applies the state conflict-of-interest law to City employees).

Please note that any contract in place at the time a person becomes a public officer or employee may remain in effect. But the contract may not be amended, extended, modified, or changed in any manner during the officer’s or employee’s city service without following city administrative regulations.

Are you aware of any fact(s) with regard to this contract that would raise a “conflict of interest” issue under A.R.S. Sections 38-501 through 38-511 (See Arizona Revised Statutes regarding conflict of interest at www.azleg.gov)?

I am not aware of any conflict(s) of interest under Arizona Revised Statutes Sections 38-501 through 38-511.

I am aware of the following conflict(s) of interest:

http://www.azleg.gov/

Attachment B-3

8. Acknowledgements

A. Solicitation Transparency Policy – No Contact with City Officials or Staff During Evaluation

I understand that a person or entity who seeks or applies for a city contract, or any other person acting on behalf of that person or entity, is prohibited from contacting city officials and employees regarding the contract after a solicitation has been posted.

This “no-contact” provision only concludes when the contract is awarded at a City Council meeting. If contact is required with City official or employees, the contact will take place in accordance with procedures by the City. Violation of this prohibited contacts provision, set out in City Code Sections 2-190.4 and 43-36, by respondents, or their agents, will lead to disqualification.

B. Fraud Prevention and Reporting Policy

I acknowledge that the City has a fraud prevention and reporting policy and takes fraud seriously. I will report fraud, suspicion of fraud, or any other inappropriate action to: telephone no. 602-261-8999 or 602-534-5500 (TDD); or [email protected].

The purpose of the fraud policy is to maintain the City's high ethical standards. The policy includes a way for our business partners to report wrongdoing or bad behavior. Suspected fraud should be reported immediately to the Phoenix Integrity Line. The City has adopted a zero-tolerance policy regarding fraud.

OATH

I affirm that the statements contained in this form, including any attachments, to the best of my knowledge and belief are true, correct, and complete. Should any of the answers to the above questions change during the course of the contract, particularly as it relates to any changes in ownership, applicant agrees to update this form with the new information within 30 days of such changes. Failure to do so may be deemed a breach of contract.

PRINT NAME TITLE

SIGNATURE DATE

COMPANY (CORPORATION, LLC, ETC.) NAME and DBA


of 23 (Attachment C)

ATTACHMENT C

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF PHOENIX

AND

_________________________

AGREEMENT NO. ____________

This AGREEMENT is made and entered into this _____ day of _______________, 2018,

by and between the City of Phoenix, an Arizona municipal corporation (hereinafter

referred to as City), and ______________________________, a __________________

(hereinafter referred to as Consultant).

RECITALS

1. The City Manager of the City of Phoenix, Arizona, is authorized by the provisions

of the City Charter to execute agreements for professional services.

2. The City desires to obtain the services that are specifically set forth in this

Agreement.

3. The City procured these professional services in accordance with Administrative

Regulation 3.10.

4. Consultant possesses the skills and expertise necessary to provide such services

as desired by the City.

5. This Agreement is authorized by Ordinance S-_____/Formal Action of the City

Council dated ______________________.

NOW, THEREFORE, it is agreed by and between the parties as follows:

1. TERM OF AGREEMENT

A. This Agreement shall commence on November 1, 2018 (Commencement

Date), and the term shall be for five (5) years.

B. This Agreement shall terminate upon the earliest occurrence of any of the

following:


1) The Term expires;

2) Contractor fully performs the services set forth in the Scope of

Services, which is attached and marked Exhibit A (Services);

3) Contractor is paid the maximum compensation under Section 2 of this

Agreement, unless Section 2 is amended to allow additional

compensation; or

4) This Agreement is terminated pursuant to the provisions of this

Agreement.

2. PAYMENT

A. The total amount to be paid by the City to Consultant for the Services

satisfactorily performed under this Agreement will not exceed

$_________________ per year, including reasonable and necessary travel

expenses, if approved in advance by the City. Under this Agreement, the

City will pay for Services at the rates specified in the Fee Schedule (Exhibit

B) and pre-approved travel expenses. Payments shall be made in

proportion to the Services performed and no more than ninety percent

(90%) of the total contract price shall be paid before the work is totally

completed and accepted by the City.

B. Consultant must submit monthly invoices, in arrears, within 30 days of the

end the month, for Services rendered the prior month. Each invoice shall be

accompanied with itemized receipts, if applicable, and documentation that

supports the charges in the invoice. Invoices shall be free of mathematical

errors. If the City finds an error or determines that documentation is missing

or incomplete, then the City will return the invoice to the Consultant unpaid.

Consultant will promptly resubmit the revised invoice to the City. Revised

invoices must state the date that they were submitted to the City. Requests

for payment must be submitted with documentation of dates and hours

worked, hourly rate charged, and a detailed description of the Services

performed. The City’s failure to identify an error does not waive any of the

City’s rights.

Invoice must be submitted to:

Jay C. DeWitt Deputy Aviation Director Financial Management Division City of Phoenix Aviation Department 2485 E. Buckeye Road Phoenix, AZ 85034 [email protected]



With a copy to:

Joel Waggener Management Assistant Financial Management Division City of Phoenix Aviation Department 2485 E. Buckeye Road Phoenix, AZ 85034 [email protected]

C. Consultant shall demonstrate good judgment when incurring costs that are

considered a reimbursable expense while conducting business for the City.

All reimbursable expenses shall be pre-approved by the City, in writing, and

be reasonable and prudent.

D. Travel expenses must be approved in advance by the City and must be

included in the Fee Schedule. Consultant shall be held to comply with City

of Phoenix Administrative Regulation 3.41 – Business, Conference and

Training Travel and Related Expenses, effective January 16, 2015, as it

may be amended, as to the eligible and ineligible expenses for

reimbursement and required documentation as set forth in Exhibit E

attached hereto and incorporated herein.

3. SCOPE OF SERVICES AND SPECIAL TERMS AND CONDITIONS

Consultant will provide the Services in accordance with the Scope of Services as

set forth in Exhibit A, which may be supplemented with additional detail from time

to time during the term of the Agreement. Consultant’s performance of all Services

must be to the satisfaction of the City. Consultant must comply with the provisions

of the Supplemental Terms and Conditions to All Airport Agreement that is

attached and marked Exhibit D. Contractor must provide progress reports to the

City according to a mutually agreed upon schedule.

4. AUTHORIZED CITY PERSONNEL

For the purposes of this Agreement, the only City personnel listed below may

initiate service requests to Consultant:

Director of Aviation Services

Assistant Aviation Director

Deputy Aviation Director, Financial Management

Management Assistant, Financial Management



5. INDEMNIFICATION AND INSURANCE REQUIREMENTS

Contractor must comply with the Indemnification provision and Insurance

Requirements that are attached and marked Exhibit C.

6. INDEPENDENT CONTRACTOR STATUS; EMPLOYMENT DISCLAIMER

A. The parties agree that Consultant is providing the Services under this

Agreement on a part-time and/or temporary basis and is an independent

contractor. Neither Consultant nor any of Consultant's agents, employees or

helpers shall be deemed to be the employee, agent, or servant of the City.

The City is interested in only the results obtained under this Agreement; the

manner, means and mode of completing the same are under the sole control

of Consultant.

B. This Agreement is not intended to constitute, create, give rise to, or otherwise

recognize a joint venture, partnership or formal business association or

organization of any kind, and the rights and obligations of the parties shall be

only those expressly set forth in this Agreement. The parties agree that no

individual performing under this Agreement on behalf of Consultant will be

considered a City employee, and that no rights of City Civil Service, City

retirement or City personnel rules shall accrue to such individual. Consultant

shall have total responsibility for all salaries, wages, bonuses, retirement,

withholdings, worker’s compensation, other employee benefits, and all taxes

and premiums appurtenant thereto concerning such individuals, and shall

save and hold harmless the City with respect thereto.

7. LEGAL WORKER REQUIREMENTS

The City is prohibited by A.R.S. § 41-4401 from awarding a contract to any contractor or subcontractor that fails to comply with A.R.S. § 23-214(A). Consultant warrants each of the following:

A. Consultant and its subcontractors warrant their compliance with all federal

immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214(A).

B. A breach of warranty under Section 7.1(A) shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of this Agreement.

C. The City retains the legal right to inspect the papers of Consultant and any

subcontractor employee who works on this Agreement to ensure that Consultant or its subcontractors are complying with the warranty under Section 7.1(A).


8. CONFIDENTIALITY AND DATA SECURITY

A. All data, regardless of form, including originals, images and reproductions,

prepared by, obtained by, or transmitted to Consultant or its subcontractors

in connection with this Agreement, is confidential, proprietary information

owned by the City. Except as specifically provided in this Agreement,

Consultant and its subcontractors shall not disclose data generated in the

performance of the Services to any third person without the prior written

consent of the City Manager, or his/her designee. Consultant shall deliver

to the City all such data at any time during the Term of this Agreement upon

request by the City or upon the expiration or earlier termination of this

Agreement.

B. Personal identifying information, financial account information, and

restricted City information, whether in electronic format or hard copy, must

be secured and protected by Contractor at all times to prevent unauthorized

access. At a minimum, Contractor must encrypt and password protect

electronic files, including data saved to laptop computers, computerized

devices, or removable storage devices. When personal identifying

information, financial account information, or restricted City information,

regardless of its format, is no longer necessary, the information must be

redacted or destroyed through appropriate and secure methods that ensure

the information cannot be viewed, accessed, or reconstructed.

C. If personal identifying information, financial account information, or

restricted City information collected or obtained by the Contractor in

connection with this Contract is believed to have been compromised, then

Contractor must immediately notify the City of Phoenix Aviation

Department’s Deputy Chief Information Officer. Contractor shall reimburse

the City for all attorney fees and costs incurred by the City to investigate

potential breaches of this data and, where applicable, the cost of notifying

individuals who may be impacted by the breach.

D. The requirements of this Section shall be incorporated into all contracts that

Contractor enters into with its subcontractors. A violation of this Section will

be deemed to cause irreparable harm to the City that justifies injunctive

relief in a court. A violation of this Section may result in immediate

termination of this Contract without notice.

E. Contractor’s obligations under this Section shall survive the expiration or

earlier termination of this Contract. Within 30 days of this Contract

expiration and no later than 15 days after expiration of this Contract,

Contractor must vacate any leased Office and storage space.


9. CONTACTS WITH THIRD PARTIES

A. Consultant and its subcontractors shall not contact third parties to provide any

information in connection to the Services provided under this Agreement

without the prior written consent of the City. Should Consultant or its

subcontractors be contacted by any person requesting information or

requiring testimony relative to the Services provided under this Agreement, or

any other prior or existing Agreement with the City, Consultant or its

subcontractors shall promptly inform the City, giving the particulars of the

information sought, and shall not disclose such information or give such

testimony without the written consent of the City or court order. The

obligations of Consultant and its subcontractors under this Section shall

survive the termination of this Agreement.

B. Consultant agrees that the requirements of this Section shall be incorporated

into all subcontracts entered into by Consultant. It is further agreed that a

violation of this Section shall be deemed to cause irreparable harm that

justifies injunctive relief in court. A violation of this Section may result in

immediate termination of this Agreement without notice.

10. DBE, MBE, WBE, AND SBE UTILIZATION

The City extends to each individual, firm, Contractor, supplier, contractor and

subcontractor an equal economic opportunity to compete for City business. The

City strongly encourages voluntary utilization of disadvantaged business

enterprises (DBEs), minority business enterprises (MBEs), women’s business

enterprises (WBEs), and small business enterprises (SBEs) to reflect both the

industry and community ethnic composition. The use of such businesses is

encouraged whenever practical.

11. AUDIT/RECORDS

A. The City reserves the right to audit Contractor’s books and records related

to Contractor’s performance of the Service. Contractor shall keep and

preserve all of its records pertaining to this Contract on a generally accepted

accounting basis for five (5) years after the expiration or earlier termination

of this Contract.

B. If the City’s audit of this Contract discloses that Contractor provided false,

misleading, or inaccurate cost or pricing data, and the cost discrepancy

exceeds 1% of the total Contract invoices, then Contractor shall

reimbursement the City for the cost of the audit.


12. COMPLIANCE WITH LAWS; SUPPLEMENTAL TERMS AND CONDITIONS

Contractor shall comply with all existing and subsequently enacted federal, state, and local laws, ordinances, codes, rules, and regulations that are or become applicable to this Contract. If a subsequently enacted law imposes substantial additional costs on Contractor, then Contractor may request an amendment to this Contract. Contractor shall comply with the provisions contained in the Supplemental Terms and Conditions to All Airport Agreement attached and marked Exhibit D.

13. CONTRACTOR’S DEFAULT, LIQUIDATED DAMAGES, AND RESERVATION OF REMEDIES

A. Contractor’s failure or refusal to perform any Service under this Contract is

an event of default. Contractor’s failure to cure its default within five (5)

calendar days of notice from the City constitutes a material breach of this

Contract. Upon Contractor’s breach, the City may exercise any or all

remedies available to it under this Contract and applicable law, including

filing a civil action to enforce this Contract and recovering all attorney fees,

court costs, and other expenses incurred; seeking an injunction to compel

Contractor to perform; and terminating this Contract.

B. The parties agree that the damages that the City will suffer from certain

breaches of this Contract are incapable or very difficult to estimate. The

parties, therefore, agree that the following liquidated damages are

reasonable forecasts of the just compensation due to the City for the harm

caused by Contractor’s breach:

1) If Contractor’s breach involves its failure to prepare or provide support

for financial and business related reports, analyses and forecasting as

limited in Item 1 of Exhibit A, then Contractor shall be liable for and

shall pay on demand the amount of $200.00 per day until such issue

is resolved.

2) If Contractor’s breach involves its failure to provide rates and charges

program analysis and support (modeling, methodologies, and

optimization) as listed in Item 2 of Exhibit A, then Contractor shall be

liable for and shall pay on demand the amount of $200.00 per day until

such issue is resolved.

3) If Contractor’s breach involves its failure to provide air traffic reports,

analyses and forecasting for Aviation and the industry as listed in Item

3 of Exhibit A, then Contractor shall be liable for and shall pay on

demand the amount of $200.00 per day until such issue is resolved.


4) If Contractor’s breach involves its failure to provide bond feasibility

services and debt service analyses as listed in Item 4 of Exhibit A,

then Contractor shall be liable for and shall pay on demand the amount

of $200.00 per day until such issue is resolved.

5) If Contractor’s breach involves its failure to provide Passenger Facility

Charge (PRC), Airport Improvement Program (AIP) and Customer

Facility Charge (CFC) Program support, analyses and forecasting as

listed in Item 5 of Exhibit A, then Contractor shall be liable for and

shall pay on demand the amount of $200.00 per day until such issue

is resolved.

6) If Contractor’s breach involves its failure to provide general business

or financial support as listed in Item 6 of Exhibit A, then Contractor

shall be liable for and shall pay on demand the amount of $200.00 per

day until such issue is resolved

C. If three (3) events of default occur within any three-month period or three

(3) events of default occur within any 12-month period, then Contractor shall

be deemed in material breach of this Contract, and the City may exercise

any or all remedies available to it under this Contract and applicable law.

14. AMENDMENTS

Whenever an addition, deletion or alteration to the Services described in Exhibit A

substantially changes the Scope of Services, thereby materially increasing or

decreasing the cost of performance, a supplemental agreement must first be

approved in writing by the City and Consultant before such addition, deletion or

alteration shall be performed. Changes to the Services may be made and the

compensation to be paid to Consultant may be adjusted by mutual agreement, but

in no event may the compensation exceed the amount authorized without further

written authorization. It is specifically understood and agreed that no claim for

extra work done or materials furnished by Consultant will be allowed except as

provided herein, nor shall Consultant do any work or furnish any materials not

covered by this Agreement unless first authorized in writing. Any work or materials

furnished by Consultant without prior written authorization shall be at Consultant's

risk, cost and expense, and Consultant agrees to submit no claim for

compensation or reimbursement for additional work done or materials furnished

without prior written authorization.

15. NO ORAL ALTERATIONS

This Contract can only be modified by a written instrument signed by the parties.

This Contract cannot be modified orally. Any oral understanding or agreement that

is not expressly stated in this Contract is not valid or binding on the parties.


16. NON-ASSIGNABILITY

A. This Contract is a personal services contract and Contractor shall not assign

this Contract, or any portion thereof, including any right, duty, or obligation

of Contractor, without the City’s prior written approval. Contractor shall not

subcontract with any third party for any component of the Scope of Services

without the City’s prior written approval. Any attempt to assign this Contract

or subcontract any Service without the City’s prior written approval is void

and a material breach of this Contract.

B. An essential consideration that induced the City to enter into this Contract

was Contractor’s representation that the individuals performing the Services

shall include Contractor’s ______ as selected through the RFP process.

Therefore, if any named individual ends his or her relationship with

Contractor, or otherwise becomes unavailable to perform Contractor’s

obligations under this Contract for a period of time deemed excessive by

the City in its sole discretion, then Contractor shall be deemed in material

breach of this Contract and the City may exercise any or all remedies

available to it under this Contract and applicable law, including terminating

this Contract.

17. NOTICES

A. Any notice, consent or other communication (Notice) required or permitted

under this Contract must be in writing and given by (1) personal delivery,

(2) email with a return receipt requested, (3) facsimile transmission, (4)

deposited it with a prepaid commercial air courier or express delivery

service, or (5) registered or certified mail through the United States Postal

Service, postage prepaid and return receipt requested.

1) Notice to Consultant shall be given to the following person at the

following address

(name of contact)

(title)

(street address)

(city, state, and zip code)

E-Mail: ___________________

Telephone: ___________________

Fax: ___________________


2) Notice to the City shall be given to the following person at the following

address:

Jay C. DeWitt

City of Phoenix, Aviation Department

Financial Management Division

2485 E. Buckeye Road

Phoenix, AZ 85034

Telephone: 602-273-3462

Fax: 602-273-8809

E-Mail: [email protected]

B. Notice will be deemed received on the day (1) it is personally delivered,

(2) it is sent via by e-mail, (3) it is sent by facsimile transmission, (4) two

days after it is deposited with a commercial air courier or express delivery

service, or (5) five days after it is sent by registered or certified mail as

provided above. Any time period stated in a Notice will be computed from

the day the Notice is deemed received. Actual receipt of a Notice is not

required provided it is sent as provided in this Section.

C. If a Notice is sent by e-mail or facsimile transmission, then a paper copy

must be sent by regular first class mail, postage prepaid, through the

United States Postal Service. This requirement for duplicate Notice does

not change or extend the effective date of the Notice.

18. INTEGRATION CLAUSE

This Contract constitutes and embodies the full and complete understanding and

agreement between the parties and supersedes all prior understandings,

contracts, discussions, proposals, bids, negotiations, communications, and

correspondence, whether oral or written. Neither party is bound by any

representation, promise, inducement, or statement that is not expressed in this

Contract.

19. GOVERNING LAW; FORUM, AND VENUE

This Contract is executed and delivered in the State of Arizona and shall be

interpreted and enforced according to the laws of the State of Arizona (without

reference to choice of law principles). Any action or proceeding related to or arising

out of this Contract shall be filed and maintained in a court in Maricopa County,

Arizona. The parties hereby consent to the jurisdiction and venue of such courts.



20. FISCAL YEAR CLAUSE

The City’s fiscal year begins on July 1 and ends on June 30 each calendar year.

According to A.R.S. § 42-17108, the City may pay for the Services rendered or

costs encumbered only during a fiscal year and for sixty (60) days immediately

following the close of the fiscal year. Therefore, Contractor must submit billings

and invoices for Services performed or costs incurred prior to the close of a fiscal

year within enough time to allow payment within the 60-day period.

21. TERMINATION FOR NON-APPROPRIATION OF FUNDS

This Contract is contingent on the appropriation of adequate funds by the City

Council for each fiscal year during the Term. If adequate funds are not

appropriated, then this Contract will terminate on June 30 of the last fiscal year for

which funds were appropriated. The termination shall be without penalty or any

liability by the City to Contractor.

22. TERMINATION OR SUSPENSION OF SERVICES

A. City's Right to Terminate

The City may terminate this Contract without cause or abandon the

Services, or any part of thereof not then completed, by giving Contractor

written Notice of the termination or abandonment. On the effective date of

the Notice, Contractor shall do all of the following:

1) Cease all work in progress or the part described in the Notice.

2) Deliver to the City all collected raw data, draft reports, preliminary

reports, working papers, estimates, and forecasts entirely or partially

completed, together with all unused materials supplied by the City.

3) Appraise the work Contractor has completed and submit its appraisal

to the City for evaluation.

4) Be paid in full for the pro rata value of the Services performed to the

date of the Notice, including reimbursement for all reasonable costs

and expenses incurred by Contractor in terminating the work and

demobilization field services. No payment will be made for lost or

anticipated profits or for unperformed Services.


B. Final Payment

The City will make final payment for all Services performed and accepted

within 60 days after Contractor has delivered to the City any final progress

reports, documentation, materials, and evidence of costs and disbursement

as required under this Contract.

C. Temporary Suspension

The City may give Contractor Notice to suspend performance of all or any

part of the Services for such period of time as the City deems necessary or

appropriate. If a suspension causes Contractor to incur additional expenses

that are not caused by Contractor’s fault or negligence, then payment will

be adjusted on the basis of actual costs resulting directly from the

suspension. The period of suspension may be extended at the City sole

discretion. Any claim by Contractor for a price adjustment must be

supported by appropriate documentation, which shall be submitted to the

City promptly after Contractor receives Notice to suspend performance.

23. PROFESSIONAL COMPETENCY

A. Qualifications

Consultant represents that it is familiar with the nature and extent of this

Agreement, the Services, and any conditions that may affect its

performance under this Agreement. Consultant further represents that it is

fully experienced and properly qualified, is in compliance with all applicable

license requirements, and is equipped, organized, and financed to perform

such Services.

B. Level of Care and Skill

Services provided by Consultant will be performed in a manner consistent

with that level of care and skill ordinarily exercised by members of

Consultant's profession currently practicing in the same industry under

similar conditions. Acceptance or approval by the City of Consultant's work

shall in no way relieve Consultant of liability to the City for damages suffered

or incurred arising from the failure of Consultant to adhere to the aforesaid

standard of professional competence.

Consultant shall satisfy itself concerning the nature and location of the

Services, the general and local conditions, and other restrictions affecting

the Services. Contractor’s failure to acquaint itself with any applicable

conditions and restrictions will not relieve it from the responsibility for

properly estimating either the difficulties or the costs of completing the


Services required by this Contract and will not be grounds for adjusting

either the price or completion schedule.

24. SPECIFIC PERFORMANCE

If Contractor breaches any provision of this Contract and the City files a civil action,

the City is entitled to a decree of specific performance according to the terms of

this Contract. If the City elects to terminate this Contract as a result of Contractor’s

breach, then the City may nevertheless maintain an action to recover damages

arising out of the breach. This Section does not limit any other remedy that is or

may become available to the City.

25. FORCE MAJEURE

A. Contractor will not be in default if it fails to perform any Service or obligation

under this Contract to the extent that that the failure is caused solely by

circumstances beyond its control, without its fault or negligence, and that

could not have been prevented by the exercise of due diligence. Force

majeure is limited to fires, natural disasters, war, and terror attacks. Force

Majeure does not include financial matters and cannot be used by

Contractor as a defense to the nonpayment of any amount that may be due

under this Contract. If Contractor’s failure to perform as a result of a force

majeure continues for 10 days, then the City may terminate this Contract or

extend the period of time for Contractor to perform.

B. If either party is fails to perform as a result of force majeure, the delayed

party must immediately give the other party written Notice of the delay and

specify the causes of the delay.

26. INTELLECTUAL PROPERTY

A. As used in this Agreement, “Deliverables” means any and all software,

equipment, systems, work to be delivered, services to be performed, or

other work products provided by the Consultant within the scope of this

Agreement.

B. As used in this Agreement, “Intellectual Property” means all intellectual

property rights, including without limitation, any rights in any invention,

patent, discovery, improvement, know-how, utility model, trade-mark,

copyright, industrial design or mask work, integrated circuit topography,

trade secret, and all rights of whatsoever nature in computer software and

data, Confidential Information, and all intangible rights or privileges of a

nature similar to any of the foregoing, including in every case in any part of

the world and whether or not registered, and shall include all rights in any

applications and granted registrations for any of the foregoing.


C. Consultant agrees that any time during the Term of this Contract, if

Consultant develops any Intellectual Property as a result of performing its

services, the Intellectual Property becomes the City’s property.

D. In addition to the indemnification provided for elsewhere in this Agreement,

Consultant agrees to defend, at its own expense, and to indemnify and hold

harmless the City and its officers, agents, and employees from and against

all judgments, claims, damages, suits, liabilities, settlements, costs, and

demands, including reasonable attorney fees, suffered or incurred by the

City as a result of any claim that the Deliverables infringe the patents,

copyrights, or other intellectual property rights of third parties. The City will

reasonably cooperate with Consultant, at Consultant’s expense, to facilitate

the settlement or defense of such claim. Without limiting in any way

Consultant’s obligations, if, as a result of any claim of infringement by

Consultant, the City is enjoined from using the Deliverables provided under

this Agreement, or if Consultant reasonably believes that the Deliverables

are likely to become the subject of a claim of infringement, Consultant may,

at Consultant’s option and expense (1) procure the right for the City to

continue to use the Deliverables or (2) replace or modify the Deliverables

so as to make them non-infringing and of equal or superior functional and

capability for the purpose for which the Deliverable was provided.

E. Consultant shall deliver all data to the City upon expiration or earlier

termination of this Contract and before final payment is made to Consultant.

All City data in Consultant’s system shall be exported and prepared in a

format and at a quality approved by the City. Consultant shall review the

data related to the Services and shall promptly notify the City of any defects

or deficiencies discovered in its review. Consultant shall provide timely and

periodic submittals of all the data, as requested by the City, for City review.

F. Nothing in this Agreement may be interpreted to give either party any rights

to any Intellectual Property of the other that was not conceived, created,

developed, or reduced to practice pursuant to this Agreement or a related

subcontract.

G. Consultant warrants that it owns or possesses all rights, titles, and licenses

necessary to perform its obligations under this Agreement.

H. Consultant’s system maintenance services shall provide for a controlled

process that includes up-grades, patches, and/or general maintenance that

will have minimal impact on the City’s use of the system during its normal

business hours.


I. Consultant shall provide all product upgrades, versions, and new releases

to the City at no cost. Consultant will provide advance Notice with detailed

information about upgrades, versions, and new releases. The Notice will

include, as a minimum, the identification of the defects being corrected, any

modifications required to the operations, and any effects the software

revision will have on system performance. The City must be provided the

option of choosing whether or not to implement the software revision and

be given the information by Consultant necessary to make a satisfactory

decision.

J. For system fixes, no additional costs will be incurred by the City for

Consultant restoring system to normal operations.

K. In addition to the confidentiality and data security requirements of this

Agreement, Consultant shall not disclose, without the City’s prior written

approval, any information obtained from the City in connection with this

Agreement to any person, firm, corporation, association, or any other entity

other than City employees qualified to receive such information, for any

reason or purpose whatsoever. Consultant shall not make use of any such

confidential or proprietary information for its own purposes or for the benefit

of any person, firm, corporation, or other entity, except the City.

L. Consultant shall act as a trustee of the foregoing information and any other

confidential information learned in connection with Consultant’s relationship

with the City. Consultant represents to the City that, as an inducement to

enter this Agreement, Consultant will hold this information in trust and

confidence for the City’s sole benefit and use.

M. Consultant shall not disseminate or publish of any information gathered, or

documents prepared, in the course of performing the Services without the

prior written approval of the City.

N. Consultant shall incorporate the requirements of this Section into all

subcontracts entered into by Consultant in connection with the Services. A

violation of this Section shall be deemed a material breach of this

Agreement and to have caused irreparable harm that justifies injunctive

relief in a court. A violation of this Section may result in immediate

termination of this Agreement without Notice. The obligations of Consultant

under this Section shall survive the expiration or earlier termination of this

Agreement.

O. Consultant shall take all reasonable precautions to prevent any other

person with whom Consultant is or may become associated (whether as

supervisor, employee, owner or otherwise) from acquiring Confidential

Information from or through Consultant or using or divulging such


Confidential Information at any time; provided Consultant shall neither be

responsible or liable nor in breach of this Section if any other person

acquires, uses, or divulges such Confidential Information as a result of a

forcible entry into the office or file of City.

27. DOCUMENTATION

A. Contractor shall not disseminate or publish any information gathered or

documents prepared in the course of performing the Services without the

prior written approval of the City. If the City deems it necessary, due to

existing or anticipated litigation, to assert a legal privilege of protection and

non-disclosure with regard to the subject matter of this Contract, then, upon

written demand, Contractor will relinquish to the possession and control of

the City its entire file related to this Contract and only those portions of the

file deemed by the City to be not privileged will be returned to Contractor

pending the resolution of the existing or anticipated litigation.

B. All documents prepared by Contractor will be prepared in a format and at a

quality approved by the City.

C. Contractor will review all documents provided by the City related to

performing the Services and will promptly notify the City of any defects or

deficiencies discovered in its review.

D. Contractor will provide timely and periodic submittals of all documents

required of Contractor, including subcontracts, if any, as such become

available to the City for review.

28. RELEASE OF INFORMATION - ADVERTISING AND PROMOTION

A. Contractor and its subcontractors shall not publish, release, disclose, or

announce to any member of the public, press, official body, or any other

third party (1) any information concerning this Contract, the Services, or any

part thereof or (2) any documentation, or the contents thereof, without the

prior written approval of the City, except as required by law. Contractor and

its subcontractors shall not use the name of any site on which Services are

performed in any advertising or other promotional material without the City’s

prior written approval.

B. Consultant and its subcontractors shall comply with the Aviation

Department’s “Contractor Communication Procedures” available at http://

skyharbor.com/about/contractorcommunicationprocedures.html.


29. CONFLICTS OF INTEREST

A. Contractor warrants that it has not hired or retained any person to solicit or

secure this Contract upon a promise of a commission, percentage,

brokerage, or contingent fee, and that no member of the Phoenix City

Council or any employee of the City has any financial interest in Contractor.

If Contractor breaches this warranty, then the City may terminate this

Contract without liability, including any such commission, percentage,

brokerage, or contingent fee.

B. The City may immediately terminate this Contract if the City determines that

Contractor has an actual or apparent conflict of interest.

C. If the City determines that gratuities in the form of entertainment, gifts, or

inducements were offered or given by Contractor, or any agent or

representative of Contractor, to any officer or employee of the City for the

purpose of securing this Contract, or securing favorable treatment with

respect to the awarding, amending, or making of any determination with

respect to the performance of this Contract, then the City may, by giving

one (1) calendar day written Notice to Contractor, terminate this Contract.

If this Contract is terminated, then the City may exercise any or all remedies

available to the City under this Contract and applicable law.

D. The City may cancel this Agreement according to A.R.S. § 38-511.

30. PUBLIC RECORDS

A. Notwithstanding any provision of this Contract regarding confidentiality,

secrets, or protected rights, Contractor acknowledges that all documents

provided to the City may be subject to disclosure by laws related to open

public records. Consequently, Contractor understands that disclosure of

some or all of the items subject to this Agreement may be required by law.

B. If the City receives a request for disclosure that is reasonably calculated to

incorporate information that might be considered confidential by Contractor,

then the City shall provide Contractor with Notice of that request. Within 10

days of the date of the City’s notice, Contractor shall inform the City in

writing of any objection by Contractor to the disclosure of the requested

information. Contractor’s failure to object timely shall be deemed as a

waiver of any objection and any remedy against the City for disclosure.

C. If Contractor objects to disclosure within the time specified, the Contractor

shall handle all aspects related to request, including properly

communicating with the requestor and timely responding with information


the disclosure of which Contractor does not object to. Contractor shall

indemnify, defend, and hold harmless the City from any and all claims,

actions, lawsuits, or any other controversy or remedy, in whatever form, that

arises from the failure to comply with the request for information and the

laws pertaining to public records, including defending the City in any legal

action and paying any penalties or judgments. This provision shall survive

the expiration or earlier termination of this Contract.

31. CLAIMS OR DEMANDS AGAINST THE CITY

A. Contractor agrees that the provisions of Chapter 18, Section 14 of the

Charter of the City of Phoenix pertain to claims or demands against the City,

including provisions therein for set-off of indebtedness to the City against

demands on the City. Contractor shall comply with the procedures set forth

in Section 14 to present claims and demands. Nothing in Section 14 alters,

amends, or modifies the requirements of the State of Arizona Notice of

Claim statutes, A.R.S. §§ 12-821 and 12-821.01, pertaining to claims or

demands against the City.

B. Nothing in this Contract constitutes a dispute resolution process, an

administrative claims process, or contractual term, as those terms are used

in A.R.S. § 12-821.01(C), sufficient to affect the date on which the cause of

action accrues within A.R.S. § 12-821.01(A) and (B).

32. WAIVER OF CLAIMS FOR ANTICIPATED PROFITS

Contractor waives all claims against the City and its officers, officials, agents, and

employees for loss of anticipated profits caused directly or indirectly by any suit or

proceeding involving this Contract.

33. CONTINUATION DURING DISPUTES

A. If any dispute arises between the parties, and provided the City has not

terminated this Contract and it is feasible to perform hereunder, then the

parties must continue to perform their obligations under this Contract that

are not related to the dispute while the dispute is being resolved, unless

performance is enjoined or prohibited by a court order.

B. A party’s failure or delay to exercise any right, power, or privilege under this

Contract shall not be deemed a waiver thereof.

34. THIRD PARTY BENEFICIARY CLAUSE

This Contract does not create any third party beneficiary rights in the public or any

member thereof, and does not authorize anyone other than the parties to maintain

a suit for personal injuries or property damage under this Contract


35. LAWFUL PRESENCE REQUIREMENT

Pursuant to A.R.S. §§ 1-501 and -502, the City of Phoenix is prohibited from

awarding this Contract to any natural person who cannot establish that he or she

is lawfully present in the United States. In order to establish lawful presence, the

person must produce qualifying identification and sign a City-provided affidavit

affirming that the identification provided is genuine. This requirement will be

imposed at the time of Contract award. If the prevailing responder is unable to

satisfy this requirement, the City will offer the award to the next-highest scoring

responder or proposer. The law does not apply to fictitious entities, such as

corporations, partnerships, and limited liability companies.

36. NO ISRAEL BOYCOTT PROVISION

Pursuant to A.R.S. §§ 35-393 and -393.01, Contractor certifies that it is not

currently engaged in, and agrees for the duration of this Contract to not engage in,

a boycott of Israel.

37. EQUAL EMPLOYMENT OPPORTUNITY AND PAY

In order to do business with the City, Contractor must comply with Phoenix City

Code, 1969, Chapter 18, Article V, as amended, Equal Employment Opportunity

Requirements. See Section C of Exhibit D attached. Contractor will direct any

questions in regard to these requirements to the Equal Opportunity Department,

(602) 262-6790.

38. AVIATION SECURITY PROCEDURES

38.1 CONTRACTOR AND SUBCONTRACTOR WORKER BACKGROUND SCREENING: A. Contract Worker Background Screening

Contractor agrees that all contract workers and subcontractors [collectively “Contract Worker(s)”] that Contractor furnishes to the City pursuant to this Contract shall be subject to background and security checks and screening (collectively “Background Screening”) at Contractor’s sole cost and expense as set forth in this Section. The Background Screening provided by Contractor shall comply with all applicable laws, rules and regulations. Contractor further agrees that the Background Screening required in this Section is necessary to preserve and protect public health, safety and welfare. The Background Screening requirements set forth in this Section are the minimum requirements for this Contract. The City in no way warrants that these minimum requirements are sufficient to protect Contractor from any liabilities that may arise out of Contractor’s services under this Contract or Contractor’s failure to comply with this Section. Therefore, in addition to the specific measures set forth below,


Contractor and its Contract Workers shall take such other reasonable, prudent and necessary measures to further preserve and protect public health, safety and welfare when providing services under this Contract.

B. Background Screening Requirements and Criteria Contractor agrees that it will verify legal Arizona worker status as required by Arizona revised Statutes (A.R.S.) § 41-4401. Contractor further agrees that it will conduct a background check for real identity/legal name on all Contract Workers prior to proposing the Contract Worker to the City.

C. Additional City Rights Regarding Security Inquiries C.1 have a Contract Worker be required to provide fingerprints

and execute such other documentation as may be necessary to obtain criminal justice information pursuant to A.R.S. § 41-1750(G)(4) or Phoenix City Code § 4-22;

C.2 act on newly acquired information whether or not such information should have been previously discovered;

C.3 unilaterally change its standards and criteria relative to the acceptability of Contract Workers; and

C.4 object, at any time and for any reason, to a Contract Worker performing work (including supervision and oversight) under this Contract.

D. Contractor Certification

By executing this Contract, Contractor certifies and warrants that Contractor has read the Background Screening requirements and criteria in this Section, understands them and that all Background Screening information furnished to the City is accurate and current. Also, by executing this Contract, Contractor further certifies and warrants that Contractor has satisfied all such Background Screening requirements as required. A Contract Worker rejected for work under this Contract shall not be proposed to perform work under other City contracts or engagements without the City’s prior written approval.

E. Terms of This Section Applicable to all of Contractor’s Contracts and Subcontracts Contractor shall include the terms of this Section for Contract Worker Background Screening in all contracts and subcontracts for services furnished under this Contract including, but not limited to, supervision and oversight services.

F. Materiality of Background Screening Requirements; Indemnity The Background Screening requirements of this Section are material to the City’s entry into this Contract and any breach of this Section by Contractor shall be deemed a material breach of this Contract. In addition to the indemnity provisions set forth in


Section II 6.3 of this Contract, Contractor shall defend, indemnify and hold harmless the City for any and all Claims (as defined in Section II - 6.3) arising out of this Background Screening section including, but not limited to, the disqualification of a Contract Worker by Contractor or the City for failure to satisfy this Section.

G. Continuing Duty; Audit Contractor’s obligations and requirements that Contract Workers satisfy this Background Screening Section shall continue throughout the entire term of this Contract. Contractor shall notify the City immediately of any change to a Background Screening of a Contract Worker previously approved by the City. Contractor shall maintain all records and documents related to all Background Screenings and the City reserves the right to audit Contractor’s compliance with this Section.

38.2 CONTRACT WORKER ACCESS CONTROLS, BADGE AND KEY

ACCESS REQUIREMENTS:

A CONTRACT WORKER SHALL NOT BE ALLOWED TO BEGIN WORK IN ANY CITY FACILITY WITHOUT: (1) THE PRIOR COMPLETION AND THE CITY’S ACCEPTANCE OF THE REQUIRED BACKGROUND SCREENING; AND (2) WHEN REQUIRED, THE CONTRACT WORKER’S RECEIPT OF A CITY ISSUED BADGE. A BADGE WILL BE ISSUED TO A CONTRACT WORKER SOLELY FOR ACCESS TO THE CITY FACILITY(S) TO WHICH THE CONTRACT WORKER IS ASSIGNED. EACH CONTRACT WORKER WHO ENTERS A CITY FACILITY MUST USE THE BADGE ISSUED TO THE CONTRACT WORKER.

A. Badges After receipt of the badge application, the Contract Worker will proceed to the Badging Office for processing of the badge application and issuance of the badge. The City will not process the badge application until the Contract Worker satisfies the required Background Screening (as defined herein). The Contract Worker shall comply with all requirements and furnish all requested information as requested by the Badging Office. Any and all fees associated with security badging will be assessed in compliance with Phoenix City Code § 4-22. Current badging procedures and fees are available for review at: PHX SKY HARBOR SECURITY BADGING.

B. Key Access Procedures If the Contract Worker’s services require keyed access to enter a City facility(s), a separate key issue/return form must be completed and submitted by Contractor for each key issued.

https://skyharbor.com/security/BadgingInformation

https://skyharbor.com/security/BadgingInformation


C. Stolen or Lost Badges or Keys Contractor shall report lost or stolen badges or keys to the City

immediately. A new badge application or key issue form shall be

completed and submitted along with payment of the applicable fees

prior to issuance of a new badge or key.

D. Return of Badges or Keys All badges and keys are the property of the City and must be returned to the City at the Badging Office within one business day of when the Contract Worker’s access to a City facility is no longer required to furnish the services under this Contract. Contractor shall collect a Contract Worker’s badge and key(s) upon the termination of the Contract Worker’s employment; when the Contract Worker’s services are no longer required at the particular City facility(s); or upon termination, cancellation or expiration of this Contract.

E. Contractor’s Default; Liquidated Damages; Reservation of Remedies for Material Breach Contractor’s default under this Section shall include, but is not limited to the following:

E.1 Contract Worker gains access to a City facility(s) without the proper badge or key;

E.2 Contract Worker uses a badge or key of another to gain

access to a City facility; E.3 Contract Worker commences services under this Contract

without the proper badge, key or Background Screening; E.4 Contract Worker or Contractor submits false information or

negligently submits wrong information to the City to obtain a badge, key or applicable Background Screening; or

E.5 Contractor fails to collect and timely return Contract Worker’s

badge or key upon termination of Contract Worker’s employment, reassignment of Contract Worker to another City facility or upon the expiration, cancellation or termination of this Contract. Contractor acknowledges and agrees that the access control, badge and key requirements in this Section are necessary to preserve and protect public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default under this Section within three business days from the date notice of default is sent by the City. The parties agree that Contractor’s failure to properly cure any default under this Section shall constitute a breach of this Section. In addition to any other remedy available to the City at law or in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each breach by


Contractor of this Section. The parties further agree that the sum fixed above is reasonable and approximates the actual or anticipated loss to the City at the time and making of this Contract in the event that Contractor breaches this Section. Further, the parties expressly acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the City's actual damages in the event that Contractor breaches this Section. The parties further agree that three breaches by Contractor of this Section arising out of any default within a consecutive period of three months, or three breaches by Contractor of this Section arising out of the same default within a period of 12 consecutive months, shall constitute a material breach of this Contract by Contractor and the City expressly reserves all of its rights, remedies and interests under this Contract, at law and in equity including, but not limited to, termination of this Contract.

IN WITNESS WHEREOF, the parties herein have caused this Agreement to be executed.

CONSULTANT, a ________________ CITY OF PHOENIX, an Arizona municipal

corporation

ED ZUERCHER, City Manager

By: _____________________________ By:________________________________

Charlene V. Reynolds

Print Name: ______________________ Assistant Aviation Director

Title: ____________________________ ____________________________

ATTEST:

___________________________________

City Clerk

APPROVED AS TO FORM:

___________________________________

Acting City Attorney

10/16/14

Exhibit A-1

EXHIBIT A

SCOPE OF SERVICES

Under the terms of this Agreement, the Consultant shall provide any or all of the following services for the City of Phoenix Aviation Department (Aviation), including Phoenix Sky Harbor International Airport (PHX), Phoenix Deer Valley Airport (DVT) and Phoenix Goodyear Airport (GYR).

1. Prepare or provide support for financial and business related reports, analyses

and forecasting including, but not limited to:

a. Financial models to project cash flows, bond sizing and debt service,

debt service coverage, rates and charges impacts, and scenarios planning (pro forma).

b. Financial statements or reports such as Balance Sheets, Income Statements, Profit & Loss Statements, etc.

c. Aviation Department Comprehensive Annual Financial Report (CAFR).

d. Industry-related regulatory compliance and litigation support.

e. Other financial or business-related ad hoc reports, presentations, analyses

and forecasting as requested.

2. Provide Rates and Charges Program analyses and support (modeling,

methodologies and optimization) including, but not limited to:

a. Analyses of Rates and Charges Program.

b. Industry standards and practices related to rates and charges.

c. Preparation and support for the annual rates and charges cycle (budget, review and close).

d. Production of rates and charges documents or presentations for review,

meetings and distribution.

3. Provide air traffic reports, analyses and forecasting for Aviation and the industry

including, but not limited to:

a. Historic air traffic reports.

Exhibit A-2

b. Forecasting air traffic.

c. Analyses of air traffic trends.

d. Other air traffic ad hoc reports, presentations, analyses and forecasting as requested.

4. Perform or provide support for bond feasibility services and debt service

analyses including, but not limited to:

a. Report of the Airport Consultant (ROAC).

b. Report of the Rate Consultant for the Rental Car Center.

c. Debt service analysis.

d. Due diligence and continuing disclosure.

e. Other bond offering documents, ad hoc reports, presentations, analyses and forecasting as requested.

5. Provide Passenger Facility Charge (PFC), Airport Improvement Program (AIP)

and Customer Facility Charge (CFC) Program support, analyses and forecasting including, but not limited to: a. Preparation of documents for PFC, AIP and CFC applications,

amendments, and other reporting.

b. Analyses of PFC, AIP and CFC Programs.

c. Regulatory reporting and documentation.

d. Presentation support related to the PFC, AIP and CFC Programs.

6. Provide general business or financial support including, but not limited to:

a. Analyses of business or commercial opportunities or agreements.

b. Business process support.

c. Other business or financial support, documents, presentations as requested.

Exhibit B-1

EXHIBIT B

FEE SCHEDULE

Name of Proposer: ______________________________________________________

Each proposer must complete the table below with the information for up to five (5) key team members, as defined in Section I.B.2 of the RFP.

The City shall not be responsible for any proposer errors or omissions. The successful proposer shall be contractually bound to the hourly rates listed below.

For the purpose of evaluation, the City will calculate a total project fee for a hypothetical 100-hour project using the hourly rates and percentages listed by each proposer.

Key Team Members

Name Job Title Hourly Rate Estimated

% of Services 1. 2. 3. 4. 5.

Other Staff (by Job Titles)

Job Title Hourly Rate Estimated

% of Services

Total: __________ must equal 100%)

On a separate page, each proposer must provide a complete rate sheet for all job titles expected to provide services under this agreement. The rate sheet must list an hourly rate for each job title.

Exhibit C-1

EXHIBIT C

INDEMNIFICATION AND INSURANCE REQUIREMENTS

1. INDEMNIFICATION - PATENT, COPYRIGHT AND TRADEMARK Contractor must indemnify, defend, and hold harmless the City against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright or other proprietary rights of any third parties arising out of performance of this Contract or use by the City of materials furnished or work performed under this Contract.

Contractor agrees, upon receipt of notification, to promptly assume full responsibility for the defense of any suit or proceeding which is, has been, or may be brought against the City and its agents for alleged infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any goods furnished under this Contract and Contractor further agrees to indemnify the City against any and all expenses, losses, royalties, profits, and damages, including court costs and attorney fees, resulting from the bringing of such suit or proceedings, including any settlement or decree of judgment entered therein. The City may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires. The Contractor agrees that these covenants are irrevocable and perpetual.

2. GENERAL INDEMNIFICATION

Contractor (Indemnitor) must indemnify, defend, save and hold harmless the City of Phoenix and its officers, officials, agents, and employees ( “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) ( “Claims”) caused, or alleged to be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors in connection with this Contract. This indemnity includes any Claims arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. Contractor must indemnify Indemnitee from and against any and all Claims, except those arising solely from Indemnitee’s own negligent or willful acts or omissions. Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification applies. In consideration of the award of this Contract, Contractor waives all rights of subrogation against Indemnitee for losses arising from the work performed by Contractor for the City. The obligations of Contractor under this provision survive the termination or expiration of this Contract.

Exhibit C-2

3. INSURANCE REQUIREMENTS

Contractor and subcontractors must procure insurance against claims that may arise from or relate to performance of the work hereunder by Contractor and its agents, representatives, employees and subcontractors. Contractor and subcontractors must maintain that insurance until all of their obligations have been discharged, including any warranty periods under this Contract. These insurance requirements are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The City in no way warrants that the minimum limits stated in this section are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors and Contractor is free to purchase additional insurance as may be determined necessary.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor must provide coverage

with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1. Commercial General Liability – Occurrence Form

Policy must cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury and liability assumed under an insured contract.

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Each Occurrence $1,000,000

a. The policy must be endorsed to include the following additional insured language: “The City of Phoenix is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor.”

2. Automobile Liability

Bodily Injury and Property Damage coverage for any owned, hired, and non-owned vehicles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000

a. The policy must be endorsed to include the following additional insured

language: “The City of Phoenix is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor.”

Exhibit C-3

3. Worker’s Compensation and Employers’ Liability

Workers’ Compensation Statutory Employers’ Liability Each Accident $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000

a. Policy must contain a waiver of subrogation against the City of Phoenix. b. This requirement does not apply when a contractor or subcontractor is exempt

under A.R.S. §23-902(E), AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

4. Professional Liability (Errors and Omissions Liability)

The policy must cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract.

Each Claim $1,000,000 Annual Aggregate $1,000,000

In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy must precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies must include, or be endorsed to include, the following provisions:

1. On insurance policies where the City of Phoenix is named as an additional insured,

the City of Phoenix is an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract.

2. The Contractor’s insurance coverage must be primary insurance and non-

contributory with respect to all other available sources. C. NOTICE OF CANCELLATION: For each insurance policy required by the insurance

provisions of this Contract, the Contractor must provide to the City, within 2 business days of receipt, a notice if a policy is suspended, voided or cancelled for any reason. Such notice must be mailed, emailed, hand delivered or sent by facsimile transmission to:

Exhibit C-4


Contracts and Services Division


Phoenix, AZ 85034-4301

D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly

licensed or authorized to do business in the state of Arizona and with an “A.M. Best” rating of not less than B+ VI. The City in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

E. VERIFICATION OF COVERAGE: Contractor must furnish the City with certificates of

insurance (ACORD form or equivalent approved by the City) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and any required endorsements are to be received and approved by

the City before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract.

The City project/contract number and project description must be noted on the certificate of insurance. The City reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE CITY’S RISK MANAGEMENT DIVISION.

The initial certificates required by this Contract shall be sent directly to:


Contracts and Services Division


Phoenix, AZ 85034-4301

ATTN: Ivy Silva / Procurement Manager

Email: [email protected]

All subsequent and renewal certificates of insurance and endorsements shall be sent directly to:

City of Phoenix Aviation Department

c/o EXIGIS Insurance Compliance Services

P.O. Box 4668 – ECM #35050

New York, NY 10163-4668

Email: [email protected]



Exhibit C-5

F. SUBCONTRACTORS: Contractors’ certificate(s) must include all subcontractors as

additional insureds under its policies or Contractor must furnish to the City separate certificates and endorsements for each subcontractor. All coverages for subcontractors must be subject to the minimum requirements identified above.

G. APPROVAL: Any modification or variation from the insurance requirements in this

Contract must be made by the Law Department, whose decision is final. Such action will not require a formal Contract amendment, but may be made by administrative action.

Exhibit D-1

EXHIBIT D

SUPPLEMENTAL TERMS AND CONDITIONS TO ALL AIRPORT AGREEMENTS

A. Definitions

1. "Airport" means Phoenix Sky Harbor International Airport, Phoenix Deer Valley Airport and/or Phoenix Goodyear Airport, in accordance with the context of the contract.

2. "Contract" includes any and all City of Phoenix Aviation Department contracts, subcontracts, agreements, leases, subleases, licenses, permits, concessions or other documents, however denominated that grant or convey a right or privilege on an Airport, and to which this Exhibit is annexed and made a part thereof.

3. "Contractor" means every lessee, sublessee, licensee, permittee,

concessionaire or other person, firm or corporation exercising a right or privilege on an airport pursuant to a contract, and includes Contractor's heirs, personal representatives, successors-in-interest and assigns.

4. "Premises" means the leasehold or site occupied by Contractor pursuant

to the lease, license or permit that is the subject of this Contract. B. Assurances

1. Contractor shall furnish its services on a fair, equal and not unjustly discriminatory basis to all users of the Airport.

2. Contractor shall charge fair, reasonable and not unjustly discriminatory prices for each unit or services; provided that, Contractor may be allowed to make reasonable and non-discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. Non-compliance with this requirement shall be a material breach of this Contract for which the City of Phoenix shall have the right to terminate this Contract and any estate created herewith, without liability therefor; or, at the election of the City of Phoenix or the United States, either or both of said Governments shall have the right to judicially enforce said requirement.

3. Contractor warrants that no person shall, on the grounds of race, creed,

color, national origin, sex, age or disability, be excluded from participating in any activity conducted on or from the Premises, or otherwise be excluded from the benefits offered by Contractor to the general public. Contractor

Exhibit D-2

further warrants that it will comply with all pertinent statutes, Executive Orders, and rules promulgated thereunder, to assure that no person is excluded on the grounds of race, creed, color, national origin, sex, age, or disability, including, without limitation, Section 504 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990.

4. As a part of the consideration for this Contract, Contractor does hereby

covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the Premises for a purpose for which a DOT program or activity is extended for another purpose involving the provision of similar services or benefits, Contractor shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Code of Federal Regulations, Title 49, DOT, Subtitle A, Office of the Secretary of Transportation, Part 21-Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act of 1964, as said regulations exist and may be amended from time-to-time.

If this Contract is a lease, then this Covenant is hereby made a covenant running with the land for the term of the lease, and is judicially enforceable by the United States.

5. As a part of the consideration of the Contract, Contractor does hereby

covenant and agree that: (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) in the construction of any improvements on, over or under such Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and that the contractor shall use the Premises in accordance with all other requirements imposed pursuant to 49 C.F.R. Part 21, as it may be amended. If this Contract is a lease, then this Covenant is hereby made a covenant running with the land for the term of the lease, and is judicially enforceable by the United States.

6. The foregoing discrimination covenants are a material part of this Contract

and for breach thereof the City of Phoenix shall have the right to terminate this Contract and to reenter and repossess the Premises and facilities thereon, and hold the same as if said Contract had never been made. This provision does not become effective until the procedures of 49 C.F.R. Part 21 are followed and completed, including expiration of appeal rights.

Exhibit D-3

7. Contractor agrees to insert the foregoing six provisions in any contract by which Contractor grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on or from the Premises.

8. Contractor agrees that it will undertake an affirmative action plan in conformance with 14 C.F.R. Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin or sex be excluded from participating in any employment, contracting or leasing activities covered in 14 C.F.R. Part 152, Subpart E. Contractor assures that no person will be excluded on such grounds from participating in or receiving the services or benefits of any program or activity covered by Subpart E. Contractor further agrees that it will require its covered suborganizations to provide assurances to Contractor that they similarly will undertake affirmative action programs and that they will require like assurances from their suborganizations, as required by 14 C.F.R. Part 152, Subpart E.

9. City of Phoenix reserves the right to further develop, improve, repair and

alter the Airport and all roadways, parking areas, terminal facilities, landing areas and taxiways as it may reasonably see fit, free from any and all liability to Contractor for loss of business or damages of any nature whatsoever to Contractor occasioned during the making of such improvements, repairs, alterations and additions.

10. The City of Phoenix reserves the right, but is in no way obligated to

Contractor, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Contractor in this regard.

11. Contractor acknowledges that this Contract is subordinate to any existing

or future agreement between the City of Phoenix and the United States concerning the development, operation or maintenance of the Airport. In the event that FAA or its successors require modifications or changes in the Contract as a condition to the obtaining of funds for improvements at the Airport or as a requirement of any prior grants, Contractor hereby consents to any and all such modifications and changes as may be reasonably required and agrees that it will adopt any such modifications or changes as part of this Contract.

12. The Contract is subordinate to the reserved right of the City of Phoenix, its

successors and assigns, to occupy and use for the benefit of the public the airspace above the Premises for the right of flight for the passage of aircraft. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft through said airspace or in landing at or taking off from, or operation on an Airport.

Exhibit D-4

13. Contractor agrees to comply with the notification and review requirements as required by Title 14 of the Code of Federal Regulations, 14 C.F.R. Part 77- Objects Affecting Navigable Airspace, in the event future construction of a structure is planned for the Premises, or in the event of a planned modification of a structure on the Premises. Contractor shall submit the required FAA Form 7460-1— Notice of Proposed Construction or Alteration—and provide documentation showing compliance with the federal requirements. Once the FAA has completed the aeronautical study, Contractor shall provide to the City of Phoenix the FAA determination letter on proposed construction and any impact to air navigation. Contractor covenants for itself, its successors and assigns that it will not erect or permit the erection of any structure or permit the growth of any tree, on the Premises above the mean sea level elevation for: (1) Phoenix Sky Harbor International Airport, 1,133 feet; (2) Phoenix Goodyear Airport, 968 feet; (3) Phoenix Deer Valley Airport, 1,476 feet. As a remedy for the breach of said covenant the City of Phoenix reserves the right to enter upon the Premises and remove the offending structure or cut the offending tree, all at the expense of Contractor.

14. Contractor, by accepting this Contract, covenants for itself, its successors and assigns that no use will be made of the Premises that might in any manner interfere with the landing and taking off of aircraft from the Airport, or otherwise constitute a hazard to air navigation. As a remedy for the breach of said covenant the City of Phoenix reserves the right to enter upon the Premises and cause the abatement of such interference, all at the expense of Contractor.

15. Contractor acknowledges that nothing contained in this Contract shall be

construed to grant or authorize the granting of an exclusive right within the meaning of 49 U.S.C. §40103(e).

16. This Contract and all the provisions hereof are subordinate to whatever

rights the United States now has or in the future may acquire affecting the control, operation, regulation and taking-over of the Airport, or the exclusive or non-exclusive use of the Airport by the United States during a time of war or national emergency.

17. If the Contract involves construction, the contractor shall carry out the

project in accordance with FAA airport design, construction and equipment standards and specifications current on the date of project approval.

18. Contractor is encouraged to use fuel and energy conservation practices.

Exhibit D-5

C. City of Phoenix Equal Employment Opportunity Requirement

1. If Contractor is by this Contract a supplier to, or lessee of, the City, then the requirements of the Phoenix City Code, Chapter 18, Article V applies, including the agreement that:

“Any supplier/lessee in performing under this contract shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. The supplier and/or lessee shall ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability, and shall adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort, and responsibility, and that are performed within the same establishment under similar working conditions. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The supplier further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract.” Supplier/lessee further agrees that this clause will be incorporated in all subcontracts, job-consultant agreements or subleases of this agreement entered into by supplier/lessee.

If the supplier/lessee employs more than thirty-five employees, the following language shall be included as the last paragraph to the clause above:

“The supplier/lessee further agrees not to discriminate against any worker, employee or applicant, or any member of the public, because of sexual orientation or gender identity or expression and shall ensure that applicants are employed, and employees are dealt with during employment without regard to their sexual orientation or gender identity or expression.”

2. Documentation. Suppliers and lessees may be required to provide

additional documentation to the Equal Opportunity Department affirming that a nondiscriminatory policy is being utilized.

Exhibit D-6

3. Monitoring. The Equal Opportunity Department shall monitor the employment policies and practices of suppliers and lessees subject to this article as deemed necessary. The Equal Opportunity Department is authorized to conduct on-site compliance reviews of selected firms, which may include an audit of personnel and payroll records, if necessary.

D. Immigration Reform and Control Act of 1986 (IRCA)

Contractor understands and acknowledges the applicability of the IRCA to it. Contractor agrees to comply with the provisions of IRCA as it applies to its activities under this Contract and to permit the City of Phoenix to inspect its personnel records to verify such compliance.

E. Conflict of Interest

Contractor acknowledges that the terms and conditions of Arizona Revised Statutes (A.R.S.) § 38-511 are incorporated into this Contract.

F. Legal Worker Requirements

The City is prohibited by A.R.S. § 41-4401 from awarding an agreement to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Contractor agrees that:

1. Contractor and each subcontractor it uses warrants their compliance with

all federal immigration laws and regulations that relate to their employees and their compliance with § 23-214, subsection A.

2. A breach of warranty under paragraph 1 shall be deemed a material breach of the Agreement and is subject to penalties up to and including termination of the Agreement.

3. The City retains the legal right to inspect the papers of the Contractor or

subcontractor employee(s) who work(s) on this Agreement to ensure that Contractor or subcontractor is complying with the warranty under paragraph 1.

G. Disadvantaged Business Enterprise Requirements

1. To the extent that this Contract is covered by 49 C.F.R. Part 26, Contractor agrees that this Contract is subject to the requirements of the U.S. Department of Transportation Regulations at 49 C.F.R. Part 26. 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 C.F.R. Part 26 in the award and administration of DOT assisted contracts. Failure by the

Exhibit D-7

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.

Contractor agrees to include the foregoing statement in any subsequent Contract that it enters and cause those businesses to similarly include said statement in further agreements.

2. To the extent that the Contract is a concession agreement covered by

49 C.F.R. Part 23, the concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 C.F.R. Part 23.

The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 C.F.R. Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

H. No Boycott Provision

If Contractor is providing services, supplies, information technology, or construction work for City of Phoenix by entering into this Contract, Contractor certifies that it is not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of Israel, as defined in A.R.S. § 35-393 et al.

1290643 Rev. 07/26/17

ADMINISTRATIVE REGULATION

A.R. NUMBER

3.41 Revised FUNCTION

Financial and Purchasing Page 1 of 10 SUBJECT

BUSINESS, CONFERENCE AND TRAINING TRAVEL AND RELATED EXPENSES

EFFECTIVE DATE

January 16, 2015 REVIEW DATE

December 13, 2016

Purpose

The City must engage in travel for a variety of reasons. In our complex and highly technical world, sometimes important training is only available outside the state. The training can be technical (computer language and systems, DNA testing, water chemistry, environmental issues, etc.), administrative (Federal program or grant regulations) or regulatory (firefighting or helicopter certification requirements). Travel is necessary for conferences in which state-of-the-art innovations and practices are shared for improving public service. Sometimes travel is necessary to conduct business (Police Officers who travel to return criminals for trial or to interview witnesses, attorneys who are deposing witnesses or seeking to settle lawsuits, staff inspecting buses or other equipment being manufactured). In addition, international travel may occasionally be warranted to further economic development goals for the community.

This administrative regulation (AR) applies to all City employees, elected officials, board and commission members and volunteers. Throughout this AR City employees, elected officials, board and commission members and volunteers are collectively referred to as “travelers.”

General Policies

Any approval of business travel, conference or training attendance should include the following considerations:

• All approval processes must be consistent, including travel funded by enterprise funds,special revenue funds, general funds, grant funds or non-City funds.

• Business travel, conference or training events must provide a clear and understandablebenefit to the City, our employees and the community. If the training or travel did not takeplace, how would the City be disadvantaged?

• If several potential travelers need the same training, would it be more cost effective to bringin a trainer? Would other departments benefit from this type of training?

• Generally, attendance at professional organization conferences should occur whenattendees are active within that organization. Attendance at executive board meetings ofprofessional organizations should occur when the organization is clearly related to theattendee’s usual professional duties.

• Is equivalent training available through Employee Development or a local vendor?

• Is the specific training session or conference appropriate for the person attending? Ifunsure, departments should consult with the Personnel Department.

Exhibit E

A.R. 3.41 Page 2 of 10

Required Approvals At a minimum, all budgeted travel including requests to travel, estimated expenses, cash advances and final expense reports must be approved by the department/function head. His or her appointed “acting” department/function head may approve when the department head is unavailable. If the traveler is at a department/function head level or higher the travel must be approved by his/her immediate supervisor. The City’s four largest departments – Police, Parks, Fire and Water will be allowed an exception to this rule. Because these departments each have large workforces assigned to multiple employee worksites, they are permitted, but not required, to name a specific employee to be the assigned alternate to the department head for purposes of this administrative regulation. The name of the employee filling this role must be provided to the City Manager’s Office, Finance and Personnel Departments. Travelers must file all travel documents – requests, expenses, cash advances, final reports – with their assigned department (the department that directly pays the employee or elected official’s salary). Board and commission members and volunteers must file their travel documents with the sponsoring department. All travel expenses paid for with City funds will be charged to the traveler’s assigned department. Additional approvals may be required depending on the total cost and location of the event as specified below.

• All travel outside the continental United States requires the City Manager’s approval. This includes travel to Alaska, Hawaii, Puerto Rico, Guam and any foreign country.

• All travel for which the total cost per person (estimated and/or actual) is above $4,000 requires the City Manager’s approval.

• All travel for which the total cost per person (estimated and/or actual) is above $2,000 requires the approval of the City Manager or designee.

• All unbudgeted travel requires the approval of the City Manager or designee. Departments that become aware of the need for multiple unbudgeted trips can submit a memo to the City Manager or designee asking for approval for all such trips. The reason for these trips must be clearly explained, cost estimates must be provided, and a travel authorization form must be completed for each trip at the time of travel.

• When the City Manager is out of town, or otherwise unavailable, the Assistant City Manager can provide necessary approvals in his place.

• All travel requiring the City Manager or his designee’s approval must be accompanied by a memo specifying the circumstances requiring such an approval.

Travel Authorization Form(s) – City Funded Travel

• Attendance at training or other professional development events which occur within Maricopa County, for which only registration costs are incurred, is not considered “travel.” The authorization and reimbursement form for these events is the “In-county Registration form.” The Business Travel, Conference and Out-of-county Training form should not be used.

• Events outside Maricopa County are considered “travel” and require the Business Travel, Conference and Out-of-county Training form.

A.R. 3.41 Page 3 of 10

• All employees traveling on “City Business” or “City Authorized Education” time, and all other travelers must complete a Business Travel, Conference and Out-of-county Training form regardless of funding source. This includes travel funded with Management Development and/or Employee Development funds.

• The proper form(s) must be completed with all appropriate expense estimates and all required signatures prior to the travel taking place. A complete conference agenda or full description of the training program must be attached.

• The same manager(s) that approved the travel prior to its taking place must also review and approve the completed Business Travel, Conference and Out-of-county Training form upon the traveler’s return.

Department Travel Budgets Departments will be provided an annual budget for business travel, conferences and training based upon their unique requirements. Throughout the year departments should monitor their travel and training expenditures to ensure that approved allocations are not exceeded. If the budgeted allocation has been spent, and additional travel is necessary, authorization by the City Manager or his designee is required. The memo requesting authorization to exceed the travel budget must also specify where available funding exists. If additional travel is approved by the City Manager or designee a Budget Adjustment form must be submitted to Budget and Research. Carrying over or encumbering unused travel funds is not permitted. Non-City Funded Travel Business travel, conferences or training funded with non-City resources for any part of the total cost also require City Manager or designee approvals. Non-City resources include any funds that do not flow through the City’s SAP accounting system; this includes travel paid for by vendors or professional organizations such as IPMA or ICMA. For purposes of this AR, “vendor” is defined as any individual or organization whose primary business is to sell goods or services. If non-City resources pay all costs the Business Travel, Conference and Out-of-county Training form is not required. However, a memo with the City Manager or designee approval must be attached to the employee’s leave slip. The employee’s department must also retain a copy of the memo in case questions arise about the trip. For those travelers not required to submit a leave slip, a memo with City Manager or designee approval must be retained by their assigned department. Employees, elected officials, board and commission members and/or volunteers attending a local, in-county training session or event sponsored by another government agency (e.g. City of Glendale, FBI) or one of the City’s employee groups (e.g. ASPTEA, PLEA) do not need City Manager or designee approval. For these in-county, no-cost training sessions where City Business or Education time is used, only a leave slip with the proper signatures is required. City Employee Participation in Third Party Conferences, Events or Activities The city, at the sole discretion of the department head or above, may allow staff to attend a conference or other meeting, where a third party has offered to pay the employee’s travel costs, not to exceed the federal GSA rates for meals. Any appearance of a conflict of interest must be avoided.

A.R. 3.41 Page 4 of 10

For the purposes of this section, a “third party” is defined as any person or entity, public or private, other than the City or the employee. Travel costs may include airfare, lodging, transportation, meals and incidentals, or appearances, public events or ceremonies related to official City business. An employee may participate in all events hosted by the conference organizers as part of the scheduled activities and paid admission. City employees may participate in a dinner hosted and paid for by a third party at a conference as long as all attendees have an equal opportunity to participate in the event and attendance at the dinner does not create, or appear to create, a conflict of interest. Optional activities not included with the conference registration, such as golf or tickets to an entertainment event, cannot be accepted. Except for conference registration and travel-related costs described above, City employees also are not allowed to accept “honoraria,” defined as gifts or money for participating in speaking engagements, lectures, conferences, or a panel while representing the City. Employees may accept incidental items, such as coffee mugs, t-shirts, or pens, only if such items are offered to all attendees and as long as their individual value does not exceed $50. Employees also may accept prizes or raffle drawings, as long as the opportunity to win the prize or drawing was offered to all attendees. Non-exempt Employees If non-exempt employees are conducting business travel or attending a conference or training, departments may need to discuss the potential for overtime pay with the Personnel Department. Overtime costs must be considered when estimating the total travel costs. Estimated Expenses The Business Travel, Conference and Out-of-county Training form requires that the purpose of the event, destination, the beginning and ending dates of the official leave, and an estimate of costs be provided prior to travel commencing.

The final approving authority will review all estimated expenses for reasonableness. Approved limits for hotel costs are provided in the City’s Lodging Rate Schedule, http://insidephx/depts/Finance/ccosite/Pages/Travel.aspx. Approved limits for meals are limited to the U.S. General Services Administration (GSA) daily amounts for the destination city (available at www.gsa.gov). Also, lodging and meal expenses may exceed the City’s Lodging Rate Schedule and/or the GSA daily maximum when packaged as part of an approved conference or training session. Refer to the “Expenses Eligible for Reimbursement” section. Estimates for tips are limited to 20% for taxis, and a combined $5 per day for baggage handling/maid service. Pre-payment of Airfare, Registration and Lodging Generally, the Finance Department will pay airfare and/or registration fees, including conference-sponsored meals directly to the travel agency, conference or training vendor. However, in order to maximize savings to the City, travelers may elect to pay airfare, registration and/or lodging expenses directly and be reimbursed. Often less expensive airline and lodging rates are available online and require payment at time of reservation. Many conference registrations are also available online. However, keep in mind that travel expenses for many departments are the only opportunity to use M/W/SBE companies for purchasing. Check with your department before making any reservations online.

http://insidephx/depts/Finance/ccosite/Pages/Travel.aspx

http://www.gsa.gov/

A.R. 3.41 Page 5 of 10

To receive reimbursement for these expenses prior to traveling, submit the receipt, Payment Control Document (PCD) and the approved Business Travel, Conference and Out-of-county Training form to the Finance Department. Post-travel Requirements

Within five business days upon return from the event, the traveler must finalize the Business Travel, Conference and Out-of-county Training form and forward it to the traveler’s department fiscal staff. The department then has five business days to submit the form, verifying attendance and reporting any additional actual expenses, to the Finance Department. Event Cancellation

In the event that the meeting, training or conference is cancelled and the traveler has been reimbursed, the traveler is responsible for returning the funds received to the City. Cash Advance Payments If, in the judgment of the approving authority, the estimated expense for an event is too high to expect the traveler to finance it and receive reimbursement upon return, a cash advance payment of the estimated amount may be made to the traveler. This advance may include meals, ground transportation and lodging expenditures. Whenever possible, the Finance Department will pay airfare and/or registration fees, including conference-sponsored meals, directly to the travel agency, conference or training vendor. Cash advance payments are not permitted for executives and middle managers. All other employees, elected officials, board and commission members or volunteers are eligible for cash advance payments. No cash advance payments will be made without a payment request and the Business Travel, Conference and Out-of-county Training form properly completed with all required approvals. After receiving approval to attend a business meeting, conference or training event, the department should execute a PCD for the amount of the advance and submit it with the approved Business Travel, Conference and Out-of-county Training form to the Finance Department at least seven business days before the check is needed. The Finance Department will not release a cash advance more than five business days before the departure date, unless specifically authorized by the City Manager or designee. Reimbursement procedures, described later in this AR, also apply to cash advance payments. Justification and approval of expenditures are necessary. A cash advance does not constitute final approval for expenses. Unused portions must be returned. Also, cash advances, under certain circumstances, are taxable under the IRS code. Expenses Ineligible for Reimbursement Items specifically prohibited from reimbursement include:

A.R. 3.41 Page 6 of 10

• Alcoholic Beverages.

• Personal Items – including, but not limited to, toiletries, laundry/dry cleaning not meeting the requirements listed below, mini-bar purchases, snacks and vending machine purchases.

• Entertainment – including, but not limited to, in-room movies and recreational activities arranged by a conference or training provider (e.g. golf or museum tours).

• Personal telephone and/or Internet use.

• Non-City Traveler Expenses – pre-payments and/or reimbursements for expenses associated with members of the traveler’s family who accompany the traveler.

• Travel Insurance. Expenses Eligible for Reimbursement The following list of expense classifications is for information to determine allowable reimbursements under this regulation. The list is a guide and is not all-inclusive. The City Manager or designee has discretion to approve other expenses in unusual circumstances.

Travelers should demonstrate good judgment in the matter of business expenses and have proper regard for economy when conducting business away from the City.

• Registration – fees charged for registration at appropriate training events, conferences, or meetings are allowable expenses. A receipt or some other proof of the fee and a copy of the conference or training program documenting the fees and included meals must be provided with the Business Travel, Conference and Out-of-county Training form.

• Transportation – receipts for transportation expenditures must be maintained and submitted for reimbursement. No allowances will be made in excess of the actual cost of transportation.

o Air Transportation – economy or discount airline rates are standard transportation

costs for out-of-state events. Premium economy airfare may be purchased for international flights over six hours, subject to City Manager approval.

o Ground Transportation at Travel Destination – expenses for ground transportation at

the travel destination (taxis, cars for hire, shuttles or subways/trains) are reimbursable when traveling by air, rail, or bus. However, mileage for personal vehicle use or taxi expenses between home and Phoenix Sky Harbor International Airport are not reimbursable expenses.

o Use of Personal Vehicle – for the traveler’s safety, the use of personal vehicles for out-of-state business meetings, conferences, or training is discouraged. However, the approving authority may authorize the use of personal vehicles when use of commercial transportation or City vehicles is not available or is not practical.

Reimbursement for use of a personal vehicle is limited to the current per mile rate authorized by the Internal Revenue Service, and will not be more than the cost of an economy airfare to the same out-of-state destination. In estimating the cost of using a personal vehicle, parking at the destination city must be included. Travelers must receive prior approval from their department to use personal vehicles on City

A.R. 3.41 Page 7 of 10

business. Travelers receiving a monthly transportation allowance will not be reimbursed for in-county business use of their personal vehicle.

o Rental Vehicles – rental vehicles are to be authorized only when their use is less

expensive than using taxis, cars for hire, shuttles or subways/trains. In estimating the cost of a rental vehicle, parking at the destination city must also be included. Exceptions to this policy can be approved by the traveler’s department head and must be requested prior to any travel.

When renting a car on City business, travelers should name the City of Phoenix as the lessee. Additional insurance coverage, in particular, “collision damage waivers,” should not be purchased since the City’s Self-Insurance Program provides liability coverage for accidents in the course and scope of employment. Additionally, it provides coverage for damage to the rental vehicle while in the care, custody or control of the City traveler. The City will not reimburse expenses for additional insurance coverage acquired from the car rental company.

o City Vehicle – a notation on the expense report should note that a “City vehicle” was

used. Any expenses involved (i.e. gas or emergency repairs) are reimbursable only with receipts. AR 6.11 cites the regulations concerning the use of City-owned vehicles on City business.

• Airport Parking – the City will reimburse airport parking charges up to $10 per travel day regardless of parking facility used – OR – usage of Super Shuttle (or similar provider) will be reimbursed up to the equivalent of $10 per travel day. Mileage travel to and from Phoenix Sky Harbor International Airport is not reimbursable.

• Lodging – reimbursement for hotel accommodations is limited to the City’s Lodging Rate Schedule amounts, plus taxes and gratuities, for the destination city. City Lodging Rate schedules (http://insidephx/depts/Finance/ccosite/Pages/Travel.aspx) have been prepared for locations within the U.S. and internationally. Departments that know they will be sending travelers several times to the same destination are encouraged to negotiate with a hotel in the destination city for better rates. The number of lodging nights eligible for reimbursement cannot exceed the number of days of scheduled training, business meetings or conference educational content plus one day.

When lodging is part of the conference or training package, room rates in excess of the City’s Lodging Rate Schedule are authorized. For safety reasons, travelers are encouraged to stay at the conference or training host hotel. When accompanied by a spouse or family member, the City will reimburse the single room rate for lodging. The traveler is responsible for the difference in the rates. Overnight lodging for in-state activities outside Maricopa County is authorized if there is a scheduled evening event.

• Meals – reimbursement for meals, including taxes and gratuities, is limited to the daily GSA amount for the destination city, and receipts are required. Meals prepaid by the City and included in the event registration fees can exceed GSA amounts. However, any time meals have been prepaid by the City (excluding continental breakfasts); alternative meals will not be reimbursed (with the exception of those needed due to dietary restrictions). Alcoholic beverage expenses are not reimbursable. The number of days meals are eligible for

http://insidephx/depts/Finance/ccosite/Pages/Travel.aspx

A.R. 3.41 Page 8 of 10

reimbursement equals the number of days of scheduled training, business meetings or conference educational content plus one day. For training and conference events within the Phoenix Metro area, meal expenses not included as part of the conference or training program are not reimbursable. Itemized receipts are not required; however, travelers are strongly encouraged to obtain and provide itemized receipts for reimbursement. Itemized receipts clearly show that unauthorized expenses, such as alcohol, are not being requested for reimbursement.

• Dry cleaning and laundry – costs for dry cleaning or laundry expenses incurred on trips of at least eight days are eligible for reimbursement on or after the fifth day of travel. Receipts are required. No dry cleaning or laundry expenses incurred within the first four days of travel will be reimbursed.

• Gratuities – up to 20% is authorized for meals and taxis. Baggage handling and/or maid service are authorized up to a combined $5 per day. Receipts for taxi, baggage handling and/or maid service gratuities are not required. However, tips not paid must not be submitted for reimbursement. Daily GSA meal amount limits include taxes and gratuities.

• Telephone and Internet Use – travelers should use good judgment when making long distance business calls or using the Internet while away on City business. For example, it may be less expensive to use a personal cell phone rather than the hotel phone. Travelers should also be aware of cheaper rate hours and call during those times if possible. As noted earlier, only business-related use of the Internet is reimbursable.

• Upgrades – travelers may upgrade meals, lodging and/or airfare at their own expense. The base amount eligible for reimbursement by the City and the separate upgraded amounts paid by the traveler must be clearly shown. In addition, information explaining how the base amount was determined must be included.

• International Exchange Rates – the traveler should attempt to document the exchange rate paid through credit card receipts. If that isn’t possible then a default source for exchange rates, such as www.x-rates.com or www.oanda.com should be used.

Reporting Business, Training or Conference Expenses The expense portion of the Business Travel, Conference and Out-of-county Training form shall be filed with the Finance Department no later than ten business days after returning to work for either (a) reimbursement of expenditures or (b) settlement of a business meeting, training or conference expense pre-payment or cash advance. This includes documentation of expenses day by day. Attach expense receipts to the Business Travel, Conference and Out-of-county Training form as documentation. If a receipt for a minor expense, such as parking or a meal, is lost the traveler may submit an affidavit along with their Business Travel, Conference and Out-of-county Training form to the Finance Department. The affidavit must indicate which specific expense does not have a receipt, and must be signed by the traveler’s department head. Duplicate receipts can be obtained for hotel, air transportation and car rental expenses so, generally, affidavits will not be accepted for

http://www.x-rates.com/

http://www.oanda.com/

A.R. 3.41 Page 9 of 10

these items. It is expected that the affidavit method will be the exception, and Finance will ensure it is not misused. Receipts are not required for baggage handling, maid service or taxi gratuities. The approving authority will be responsible for the timely completion and submission of authorization forms for subordinates. The approving authority will check the final expense report statement for reasonableness and compare actual lodging and meal expenses to the City’s Lodging Rate Schedule and the GSA daily meal amounts for the destination city. No reimbursement will be made or account settled until proper approvals have been received. Generally, expenses for lodging above the City’s Lodging Rate Schedule and meals above the daily GSA amount will not be reimbursed. Exceptions include lodging at the conference hotel, and meals sponsored by the conference. If expenses exceed the budgeted amount allowed for the event, approval must be obtained from the City Manager or designee. After all applicable approvals have been obtained; the report should be submitted to the Finance Department. The Finance Department will review the expenses and receipts, check accuracy and general reasonableness, check for proper approvals, and process the final expense report for payment. The Finance Department will report submissions that do not conform to this AR to the appropriate department. The Finance Department is not responsible for making corrections. Settlement of Cash Advance Payments If a traveler accepted a cash advance, a settlement must be made based on actual expenses paid. If actual expenses are less than the estimated amount, the traveler will write a check payable to the City of Phoenix for the unused balance and submit it with the Business Travel, Conference and Out-of-county Training form. This repayment must be made within ten business days of returning to work. If actual expenses exceed the estimate, with appropriate approvals, the City will reimburse the traveler. Again, cash advance payments do not constitute approval to spend the entire amount advanced. All actual expenditures must be justified, meet the requirements of this AR and be accompanied by receipts. Normally, reimbursements occur within five business days after the Finance Department receives and approves the expense report and hardcopy PCD. Reimbursement by an Outside Agency When authorization for an event is secured on the basis of reimbursement of expenses to the City by an outside agency, the department shall be responsible for indicating this fact on the Business Travel, Conference and Out-of-county Training form and also for obtaining reimbursement and applicable supporting documentation. The Finance Department shall be responsible for monitoring the receipt of such reimbursements to maintain an adequate audit trail of the transaction. Other Business Meals and Expenses Meetings should not include meals if at all possible to avoid expenses to the City. However, the City may reimburse its employees for meal expenses incurred for meetings arranged to conduct City business with non-City personnel. Reimbursement of expenditures is intended to be limited and should not be considered an “expense account.” Significant City business should be conducted to merit the City payment for the City employee(s) and non-City personnel. These

A.R. 3.41 Page 10 of 10

expenditures are most appropriate where an individual or a group of people is giving their personal time or business time to accomplish a City project or objective. Employees may also participate in periodic or rotating business functions hosted by other agencies at which a meal is served when the meeting is scheduled during a time of day when breakfast, lunch or dinner occurs. City employees also may accept food or refreshments, such as a sandwich or juice and bagels, on infrequent occasions in the ordinary course of a breakfast, lunch or dinner meeting or other meeting where an employee may properly be in attendance. City employees may not accept a “one-on-one” meal from a third party, regardless of the cost of the meal. “One-on-one” meals may include any situation where one or more third parties host one or a very small number of employees with or without their spouses or partners at a restaurant or private club where the meal is purportedly the reason for the individuals to meet at that time. City employees are prohibited from submitting reimbursement forms for meals, entertainment or other incidentals incurred where only City employees are present. Additionally, expenses for alcoholic beverages will not be reimbursed. Violations of this Administrative Regulation

• Travelers and/or the approving manager may be disciplined for violating this AR.

• Departments that have significant or repeated violations of travel regulations will be placed on travel probation and will have the travel budget for the department reduced or eliminated.

Interpretations of this Administrative Regulation The Finance and Budget and Research Directors will confer and resolve any issues related to administering or interpreting this AR. Exceptions for Special Circumstances or Needs The City Manager may grant specific exceptions or make modifications to the provisions of this AR for a specific travel event, when, in his judgment, it is in the best interest of the City to do so. This includes employees who request reasonable accommodation due to a disability, exceptions due to unique safety concerns and other exceptional employee circumstances. Such exceptions or modifications will be in writing and attached to all other travel forms required in this AR. Exceptions and modifications will apply on a case-by-case basis only. Any other exceptions or modifications will require a revision to this AR.

Ed Zuercher, City Manager

_________________________ By: Toni Maccarone Special Assistant to the City Manager

036763

Toin Long Sign

Exhibit F-1

EXHIBIT F

GENERAL CONDITIONS REGARDING

FINANCIAL STUDIES FOR PUBLIC OFFERINGS

With regard to the bond feasibility services to be provided by _____________________ under paragraph 4 of Exhibit A to this Agreement, the following general conditions shall apply:

A. USE OF REPORTS

1. Any draft or preliminary reports prepared by ______________________ under Paragraph 4 of Exhibit A of this Agreement are to be used solely for the internal purposes of the City, for discussion and coordination with members of the City’s financial working group (including non-city personnel such as Bond Counsel, Financial Advisors, Underwriters, and other similarly associated contractors in a bond sale), and for review by rating agency or other bond credit analysts. Any such draft or preliminary reports are not to be made available to any other party or to be used for securing financing or for any other purpose.

2. It is understood that any final report (“Final Report”) prepared by

____________________ under Paragraph 4 of Exhibit A of this Agreement may be included in an official statement or offering circular to be issued in connection with the proposed financing. __________________ will consent to such use of the Final Report provided that the Final Report, with attachments, assumptions, and financial exhibits, is included in its entirety in any such official statement or offering circular.

3. It is understood that _________________ will not issue any supplementary

letter, certificate, or other form of assurance regarding the information or opinions presented in the Final Report or the official statement of offering circular.

4. It is further understood that any information quoted or abstracted from the

Final Report will make appropriate reference to (1) the sources for and assumptions underlying such information, as described in the Final Report, and (2) the need for the Final Report to be read in its entirety for an understanding of the information and the underlying assumptions.

Exhibit F-2

B. INFORMATION SOURCES

The data, information, and assumptions used to develop financial forecasts will be derived from published information and other appropriate sources, which will be described in the Final Report. ____________________ will not assume responsibility for the accuracy of such data, information, and assumptions.

C. ACHIEVABILITY OF FORECASTS

Any financial forecast is subject to uncertainties. Inevitably, some assumptions used to develop forecasts will not be realized, and unanticipated events and circumstances may occur. Therefore, ______________________ cannot provide any form of assurance that forecasts will be achieved. The Final Report will contain statements drawing attention to these uncertainties.

D. NO OBLIGATION TO UPDATE REPORT

____________________________’s Final Report will be dated as of the date __________________________ completes its work. ______________________ will not issue any letter, certificate, or other form of comfort or assurance regarding the effects of any subsequent events, transactions, or circumstances on the information or opinions presented in the Final Report or summarized in the official statement or offering circular.

E. NO CONTINGENT FEES

Unless otherwise provided in the Agreement, it is understood that neither ____________________’s fees nor the payment thereof will be contingent upon the results of _________________________’s work or upon the city obtaining the proposed financing.