Agreement

PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
Federal Legislative Representation Services for the Protection of the Mission of Luke Air Force Base
(RFP 23-03)
with Baker, Donelson, Bearman, Caldwell and Berkowitz, PC

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Baker, Donelson, Bearman, Caldwell and Berkowitz, PC, a Delaware
Professional Corporation, authorized to do business in the State of Arizona, ("Consultant") as of the day of

, 2023 (“Effective Date”).

RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project and Scope of Work (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Compensation (“Compensation”);

Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.

Hl! Professional Services, Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.

a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City

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without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

d. Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance. Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the basis
of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Consultant will require any Sub-contractor to be bound to the same requirements as stated within
this section. Consultant, and on behalf of any subcontractors, warrants compliance with this
section.

Coordination; Interaction.

a. For projects that the City believes requires the coordination of vatious professional
services, Consultant will work in close consultation with City to proactively interact with
any other professionals retained by City on the Project ("Coordinating Project
Professionals").

b. Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.

is)

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3.5

c For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other
intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant wartants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further

consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

4.1

4.2

4.3

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $720,000 as specifically detailed in Exhibit B
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

S Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

Allowances, An “Allowance” may be identified in Exhibit B only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit B and any unused allowance at the completion of the Project will
remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

c Consultant will not use any portion of an Allowance without prior written authorization
from the City.

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d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

c. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.

5. Billings and Payment.
5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.

b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

63) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as

City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment

Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by

delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

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b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other patty to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c Professional Liability. Consultant must maintain a Professional Liability insurance

covering errors and omissions arising out of the work or services performed by Consultant,
or anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $1,000,000 for
each claim and a $2,000,000 annual aggregate limit.

d. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

8.2 Indemnification.

a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injuty (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys'
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (i.e. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or

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8.3

8.4

8.5

8.6

the Consultant’s negligent actions, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

b. This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person or entity for whom Consultant is responsible.

c Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later

revisions are used.

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.

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10.

11.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other citcumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A), The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1. A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
setvice; or

(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice,

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her addtess for Notice
delivery is:

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14,

Baker, Donelson, Bearman, Caldwell and Berkowitz, PC
c/o Steven M. Hyjek, Senior Advisor

901 K Street, N.W., Suite 900

Washington, D.C. 20001

(202) 508-3470

shyjek@bakerdonelson.com

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Connte Schneider
5850 W Glendale Avenue
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

14.1

14.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, watranties or agreements as to any matters
concerning the Agreements subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c. The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be
resolved by the terms and conditions stated in this Agreement.

Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

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15.

16.

17.

18.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

14.3. Survival Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

14.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

14.5 Remedies, All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

14.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

14.7. Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Term.

15.1 Renewals. The term of this Agreement commences upon the effective date and continues for a
one year initial period. The City may, at its option and with the approval of the Consultant, extend
the term of this Agreement an additional four years, renewable on an annual basis. Consultant will
be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal period and will be a determining
factor for any renewal. There are no automatic renewals of this Agreement.

15.2 Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. ‘This agreement may be extended for use by other governmental agencies
And political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:

http://www.mesaaz.gov/business/purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project and Scope of Work
Exhibit B Compensation

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(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

ll

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC,
a Delaware Professional Corporation

By: Steven M. Hyjek
Its: Senior Advisor

10/6/2020

EXHIBIT A
Professional Services Agreement

PROJECT

The objective of the contract is to achieve measurable long-term, ongoing permanency of the mission of Luke AFB
through the support of Pentagon officials and congressional members, congressionally authorized programs,
legislation, and appropriations to advance this stated agenda.

See the attached Exhibit A for further information.

EXHIBIT A

City of Glendale
ome Solicitation Number: RFP 23-03 / 42300010
© FEDERAL LEGISLATIVE REPRESENTATION
Glendale SERVICES FOR THE PROTECTION OF THE MISSION
ARIZONA OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

CITY OF GLENDALE
Procurement Department
5850 West Glendale
Avenue, Suite 317
Glendale, Arizona 85301

OFFER SHEET (Must be printed, signed and returned upon completion

Offeror certifies that they have read, understand, and will fully and faithfully comply with this
solicitation, its attachments and any referenced documents. Offeror also certifies that the prices
offered were independently developed without consultation with any of the other Offerors or

potential Offerors.

11/07/2022
Berkowitz, PC
Date

Steven M. Hyjek
Printed Name (Authorized Signatory)

Offeror Certifies it is a (check only one):

shyjek@bakerdonelson.com
Email Address

(202) 508-3400
Phone Number

Baker, Donelson, Bearman, Caldwell &

Legal Company Name

Senior Policy Advisor

Job Title

C Proprietorship LJ Partnership ] Corporation

901 K Street, NW: Suite 900

Washington, DC 20001

Mailing Street Address

City, State & Zip Code

Contact Name

FEDERAL TAXPAYER ID NUMBER (Required):
OFFEROR IS A MINORITY OR WOMEN OWNED BUSINESS: LJ Yes LJ No

DO YOU HAVE AN ARIZONA TRANSACTION PRIVILEGE TAX (TPT) LICENSE?

Phone Number

62-1047356

Email Address

CZ Yes, Number Tax Rate: OR KX] No, not required to have an Arizona TPT License

CONFLICT OF INTEREST (SPECIAL NOTICES):

KX] No, | do not have a conflict of interest [J Yes, | have a conflict of interest and response

includes the disclosure required (see

Exhibit 1, Item #3)

ACKNOWLEDGEMENTS: By signing this Offer Sheet and submitting the accompanying
solicitation response, Offeror is certifying that they have read, understand, and agree to comply
with all required terms and conditions provided in the EXHIBITS PACKAGE and checked off
below. Failure to provide this acknowledgement will result in disqualification.

&X] Exhibit 1 - Special Notices

Exhibit 3 - Insurance Requirements

EX] Exhibit 2 - RFP Standard Terms and Conditions

Authorized Signature - Print this form and sign above

X] Exhibit 4 - Template Agreement

EXHIBIT A

City of Glendale CITY OF GLENDALE
a. Solicitation Number: RFP 23-03 / 42300010 _| Procuement Department
© FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
none OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

Offerors to complete this Response Workbook and submit as their response to this RFP.
COVER SHEET

OFFEROR NAME: Baker, Donelson, Bearman, Caldwell & Berkowitz, LLC

OFFEROR ADDRESS: 901 K Street, NW: Suite 900: Washington, DC 20001

EXHIBIT A

City of Glendale CITY OF GLENDALE
ae Solicitation Number: RFP 23-03 / 42300010 | Procurement Department
© FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
sesrons | OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

OFFER SHEET (Must be printed, signed and returned upon completion

Offeror certifies that they have read, understand, and will fully and faithfully comply with this
solicitation, its attachments and any referenced documents. Offeror also certifies that the prices
offered were independently developed without consultation with any of the other Offerors or
potential Offerors.

11/07/2022 Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC
Date Legal Company Name
Steven M. Hyjek Senior Policy Advisor
Printed Name (Authorized Signatory) Job Title

Offeror Certifies it is a (check only one): O Proprietorship (J Partnership J Corporation

shyjek@bakerdonelson.com 901 K Street, NW: Suite 900 |
Email Address Mailing Street Address
(202) 508-3400 Washington, DC 20001
Phone Number City, State & Zip Code
Contact Name Phone Number Email Address

FEDERAL TAXPAYER ID NUMBER (Required): _62-1047356

OFFEROR IS A MINORITY OR WOMEN OWNED BUSINESS: [] Yes [J No

DO YOU HAVE AN ARIZONA TRANSACTION PRIVILEGE TAX (TPT) LICENSE?

[J Yes, Number __ Tax Rate: _____ OR KJ) No, not required to have an Arizona TPT License
CONFLICT OF INTEREST (SPECIAL NOTICES):

1 No, | do not have a conflict of interest U1 Yes, | have a conflict of interest and response
includes the disclosure required (see Exhibit 1, Item #3)

ACKNOWLEDGEMENTS: By signing this Offer Sheet and submitting the accompanying
solicitation response, Offeror is certifying that they have read, understand, and agree to comply
with all required terms and conditions provided in the EXHIBITS PACKAGE and checked off
below. Failure to provide this acknowledgement will result in disqualification.

XX] Exhibit 1 - Special Notices &] Exhibit 2- RFP Standard Terms and Conditions

Exhibif 3 - Ingpranee Requirements KX Exhibit 4 - Template Agreement

t this form and sign above

EXHIBIT A

City of Glendale CITY OF GLENDALE
a Solicitation Number: RFP 23-03 / 42300010 | Procurement Depariment
© FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
best OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

REQUIRED RESPONSES:

Offeror’s answers to the following questions will comprise the Offeror’s response to this
RFP. It should be noted that all attachments or exhibits prepared by the City and
referenced herein are incorporated by reference into the Offeror’s response and shall be
included in a final contract with the successful Offeror. Information prepared by the
Offeror and submitted with their proposal may be incorporated into a final contract (for
example program offerings, curriculum, key personnel, or performance metrics).

1. EXPERIENCE, PROVEN PERFORMANCE, & QUALIFICATIONS

1.1. Introduce your company, highlight your ability and willingness to meet or exceed
the specifications and requirements of this RFP, and explain why your firm is
most qualified. If an alternate approach is deemed advantageous by the offeror,
please describe in detail. Submissions to provide only a limited service or scope
of work should include rationale for that approach and how it will ensure that
efforts are coordinated with the regional partners’ general representation.
Successful experience in developing and maintaining positive relationships with
the Arizona delegation resulting in congressional action.

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (Baker Donelson) is a
corporation that was established in 1888 and is made up of 23 offices in states
throughout the Southeast U.S., Texas, Maryland, Virginia and Washington, D.C.
The Washington, D.C. office will serve as the Firm's lead office for performance of
the contract should Baker Donelson be selected. We have more than 750
attorneys and public policy advisors and the Firm is owned by its shareholder
attorneys. There are currently 1,486 employees at Baker Donelson. Our
Government Relations and Public Policy Group has significant experience in
military base enhancement, defense policy, political operations and government
procurement, health care policy/legal practice and transportation policy. All of
these resources will be available to our team.

Baker Donelson has a successful track record with Luke AFB. Our team lead, Mr.
Hyjek, has worked with the West Valley community since 2006.0ther members of
our team have also been heavily involved with the West Valley and Luke AFB.
General (Ret.) Chandler previously served as the Commander at Luke AFB. Gen
(Ret.) Rand served as the Commander of Luke AFB and was also the Air
Education and Training Command (AETC) Commander. Lt. Col. (Ret.) Mitchell
was the first Director of Luke AFB’s CIT team, and during his time in the USAF,
he flew with the 56th Fighter Wing. This experience within the West Valley and
within Luke AFB puts our team in a impactful position to address and collaborate
on al! objectives set forth by our client. We are privileged to have collaborated
with the WVP, the Governor of Arizona, and the Arizona Congressional Delegation

EXHIBIT A

City of Glendale CITY OF GLENDALE
ae Solicitation Number: RFP 23-03 / 42300010 | Procurement Department
© FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
panes ate OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

offices, as well as community organizations such as Luke Forward!/Fighter
Country Partnership and Greater Phoenix Economic Council, in the successful
campaign to bring the USAF F-35 training mission to Luke AFB. As seen in
Attachment A, our well-established collaboration continues to yield success for
the West Valley and Luke AFB, as $121 million was appropriated to Luke AFB
between 2017 and 2021. Of this, $33 million was added on top of the roughly
$88 million set within the President’s Budget Request.

1.2. Offeror shall provide the name, address, telephone number, and e-mail address
of the person to contact concerning the response to this RFP. Identify each
person who will render professional services to the regional partners including
each person’s name, title, relevant experience, attach a brief (not to exceed one
page) resume for each person, and indicate the roles and responsibilities of each
person.

The primary contact for this proposal is Steven Hyjek. His contact information is
as follows:

901 K Street, N.W.

Suite 900

Washington, D.C. 20001
202.508.3470
shyjek@bakerdonelson.com

Baker Donelson’s team offers unparalleled knowledge and experience regarding
the issues, requirements, operations, and mission of Luke Air Force Base (AFB).
Key highlights for each Baker Donelson team member is listed below; however, a
full bio for each team member is included at Attachment B.

Baker Donelson Team Members:

* Steven Hyjek leads Baker Donelson’s Defense & Aerospace practice group,
which provides public policy support to private and public sector clients. The
practice group focuses on military installation issues, defense policy for public
sector clients, as well as Federal procurement policy, export controls on military
technologies and public policy matters of interest to the private sector.

Mr. Hyjek has developed and executed strategies for his military base clients
which resulted in the gain of over 50,000 full-time equivalent positions and has
helped secure over $700 million in congressionally-approved Military
Construction funding (over 90 percent of which remains in local communities). In
the most recent BRAC round in 2005, he represented over 20 installations that

EXHIBIT A

“a Solicitation Number: RFP 23-03 / 42300010
© FEDERAL LEGISLATIVE REPRESENTATION
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION
ARIZONA OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA

City of Glendale

RESPONSE WORKBOOK

CITY OF GLENDALE
Procurement Department
5850 West Glendale
Avenue, Suite 317
Glendale, Arizona 85301

experienced gains or remained intact when the process concluded. He was also
successful in representing communities in conjunction with force structure

adjustments conducted by the Department of Defense.

Mr. Hyjek maintains an active U.S. Government Security Clearance and a
Pentagon Access Badge, which ensure his access to critical decision-makers on

behalf of clients in a regularly challenging budget environment.

« General (Ret.) Howie Chandler retired as the Vice Chief of staff for the US Air
Force. As Vice Chief, General (Ret.) Chandler participated in the development of
USAF’s budget submission to the Office of the Secretary of Defense. He also
played a key role in Pentagon’s Programming and Budget Decision process,
which merges the Military Services priorities with those of the Administration and

budgetary constraints.

During General (Ret.) Chandler’s Air Force career, he served as the Commander
of Luke AFB and the 56th Fighter Wing. Prior to his role as Vice Chief of Staff,
Gen (ret) Chandler also served as the Deputy Chief of Staff (Air Operations &
Requirements). In this capacity he was the senior USAF officer responsible for
the development, review, approval and execution of the Department’s
programmatic requirements process.

General (ret) Chandler maintains an Active US Government Security clearance
and maintains regular access with Defense Senior Leaders, including US Air

Force Leadership.

+ General (Ret.) Robin Rand is also a former Commander of Luke AFB. Officially
retiring from the United States Air Force in 2019, General Rand serves as another
key member of our team. Of particular note, he led Air Education & Training
Command (which is responsible for training all USAF aviators) as a Major
Command. General (Ret.) Rand brings knowledge of USAF leadership positions,
first-hand experience with regards to Luke AFB, and relationships from his time
as Commander of both Luke AFB and AETC that are critical to serving the West
Valley and the surrounding community. General (Ret.) Rand held a variety of
command and headquarters, USAF positions which impacted the FYDP and USAF
requirements during his 39 years of military service. In his positions he has been
responsible for the planning and budgeting process to equip the military
personnel he commanded. This included a Leadership role in defining the B-21
Bomber program requirements, budgeting and fielding plans which will impact

USAF Strategic Operations for decades to come.

General (ret) Rand also maintains an active U.S. Government security clearance
and maintains strong relationships with Senior Defense Leaders, including US Air

Force Leadership.

EXHIBIT A

City of Glendale CITY OF GLENDALE
Fo Solicitation Number: RFP 23-03 / 42300010 | Procurement Department
S FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
eis OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

* Lieutenant General (Ret.) James Jackson served as the Commander of the Air
Force Reserve (CAFR), and in this capacity was responsible for the resourcing and
equipping 35 numbered Wings (including the 944th Air Force Reserve Wing at
Luke AFB) and 70,000 Air Force Reserve personnel. As the CAFR, Lieutenant
General (Ret.) Jackson directed the development of the Air Force Reserve
Command’s (AFRC’s) annual budget component which was compiled with the
Active Component and Air National Guard (AFRC) to comprise USAF’s annual
budget submission. Lieutenant General (Ret.) Jackson currently serves as an
evaluator for Air Force Research Labs’ AFWERX which develops new technologies
which enable USAF to develop advanced technology requirements.

As with our USAF General Officer retired group, Lieutenant General (Ret.) Jackson
maintains an Active US Government Security clearance and maintains regular
access with Defense Senior Leaders, including US Air Force Leadership.

» Lieutenant Colonel (Ret.) James Mitchell served as a fighter pilot in the USAF,
flying with the 56th Fighter Wing. Upon retiring from the Air Force, Lieutenant
Colonel (Ret.) Mitchell was a pilot for United Airlines for over twenty years and
served as the Director for the Luke AFB Community Initiatives Team (CIT). In this
position he was acknowledged as the primary contact between the surrounding
community and senior leadership of the nation’s largest fighter wing. Lieutenant
Colonel Mitchell has experience with both state and national development firms
that sought compatible development in the Phoenix Basin, and has impactful
knowledge of the legislative process in helping ensure mission sustainability. He
has drafted legislative and policy documents that became codified in state law,
ultimately protecting all installations within Arizona. The SecAF and CSAF
identified Lieutenant Colonel (Ret.) Mitchell and the Luke CIT team as the “Gold
Standard” for community relations during his time as Director.

« John Armbrust formerly served as the President for the Association of Defense
Communities (ADC). Mr. Armbrust was also the Executive Director (Emeritus) of
the Kansas Governor’s Military Council. He is a DCIP and P41 subject matter
expert that provides the team with critical insights and analytics. His connection
with the ADC serves the team well as Luke AFB is a pertinent example for Air
Force communities around the country.

* Tom Shaw works on aerospace and defense policy issues for clients in both the
public and private sectors. He advocates for clients in Congress, in the Pentagon,
and within various federal agencies. Mr. Shaw has assisted states in navigating
new regulations and policy, efforts in mission sustainment and growth, and
advocating for legislative priorities. Prior to joining Baker Donelson, Mr. Shaw
attended the George Washington University School of Law. Mr. Shaw is licensed
to practice law in Washington, DC. Before attending law school, Mr. Shaw worked

EXHIBIT A

City of Glendale CITY OF GLENDALE
a Solicitation Number: RFP 23-03 / 42300010 _| Procurement Department
© FEDERAL LEGISLATIVE REPRESENTATION Avenue, Suite 317
Glendale | SERVICES FOR THE PROTECTION OF THE MISSION | Glendale, Arizona 85301
nae oan OF LUKE AIR FORCE BASE, GLENDALE, ARIZONA
RESPONSE WORKBOOK

with the Senate Budget Committee under chairman Senator Kent Conrad. Mr.
Shaw also spent time working in Congressman Dan Benishek's Office (MI-R).

+ Brian Schaffner serves as a consulting member of the Baker Donelson team,
and has worked with Steven Hyjek in various capacities on military installation
(and other matters) for over 15 years since 2004. Brian has extensive experience
working defense issues in the private sector as well as for Members of Congress.
Brian was the Military Legislative Assistant for two former House Armed Services
Committee Members. He works closely with Mr. Hyjek on the New York State and
Luke AFB accounts. In his Military Legislative Assistant role for House Armed
Services Committee Members, Mr. Schaffner worked on Defense funding
accounts, successfully countered proposals that would have negatively impacted
his Members' installations, and helped to secure future, enduring missions for
those bases. Mr. Schaffner has been engaged with issues for the West Valley
Partners since 2013 and has a strong understanding of the issues relating to
Luke AFB, as well as an excellent working relationship with the Arizona
Congressional Delegation staff.

In summation, our team consists of a bipartisan group of professionals, who have
held senior positions in Congress, the Pentagon, the Administration, the military,
and the private sector. That bipartisan experience and firsthand knowledge of
federal aerospace and defense policy process is critical to increasing our clients’
competitive advantage and ensuring successful policy outcomes.

We have a proven track record of securing new missions for military base clients.
Most notably, we have been successful in helping our clients secure highly
sought-after missions including the MQ-9, KC-46 Tanker, F-35 Joint Strike
Fighter, and a Cyber Protection Team.

Our extensive network of information and data resources in the Pentagon and
U.S. Congress enables us to provide our clients with timely, comprehensive
intelligence of ongoing discussions/initiatives. We then utilize this intelligence
and collaborate with our clients to develop and implement an effective strategy to
achieve their goals.

1.3, Offeror shall describe their experience in providing legislative services to
municipalities, agencies, and any other government or non-government entities.
This description should, among other things, demonstrate the firm or team’s
familiarity with federal issues that affect military installations in general, and
Luke AFB specifically and its viability. Attach a list of outcomes for any military
installations for which your firm is either responsible or played a significant role
securing positive outcomes.