AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( Agreement is made and
entered into as of the date stated on the
signature page below
Effective Date by and
between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of
Colorado acting on behalf of its Department of Aviation (the City
FRASCA &
ASSOCIATES, LLC, a New York Limited Liability Company authorized to do business in
Colorado ( Frasca
Consultant ) (collectively the Parties .
W I T N E S S E T H:
WHEREAS, the City owns, operates, and maintains Denver International Airport
DEN ); and
WHEREAS, the City desires to obtain professional strategic financial management
consulting services from the Consultant; and
WHEREAS, Consultant is qualified, willing, and able to perform the services, as set forth
in this Agreement in a timely, efficient, and economical manner; and
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the Parties agree as follows:
ARTICLE I. LINE OF AUTHORITY
CEO authorizes and
directs all work performed under this Agreement. Until otherwise notified in writing by the CEO,
the CEO has delegated the authority granted herein to the Executive Vice President and Chief of
Staff (the EVP The EVP may further designate a project manager to coordinate professional
services under this Agreement
Project Manager . Consultant shall submit all reports,
memoranda, correspondence, and other submittals required hereunder to the EVP or the Project
Manager,
.
ARTICLE II. SCOPE OF WORK AND CONSULTANT RESPONSIBILITIES
A.
Scope of Services. Consultant will provide strategic financial and management
professional services and deliverables for the City as designated by the CEO, or the EVP, or Project
Manager, described in the attached Exhibit A Scope of Work and in accordance with
schedules and budgets set by the City. Gisela Shanahan, Managing Director, shall serve as lead
Consultant and shall direct the provision of services under this Agreement. Consultant shall supply
the City with a copy of all documents prepared by Consultant or any subcontractor hired by
Consultant under this Agreement, subject to the terms of this Article II, Section F. Consultant
agrees that the EVP or his/her designated representative, shall have final authority over the use of
all documents to be prepared in the above matters.
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 B.
Special Services. Consultant may, at the discretion and prior written approval of
the EVP, provide special services to the City, in connection with the financial and business services
provided hereunder.
C.
Coordination with D
/Other. To provide the best possible
financial consulting services and reduce costs and expenses, Consultant agrees whenever possible
to utilize the staff of the DEN Finance Department, together with other City personnel. As directed
by the EVP, Consultant agrees to utilize and coordinate with any consultant retained by the City
reports
in such form as may be required by DEN.
D. Standard of Performance. Consultant shall faithfully perform the work required
under this Agreement in accordance with the standard of care, skill, efficiency, knowledge,
training, and judgment provided by highly competent professionals who perform work of a similar
nature to the work described in this Agreement.
E.
Time Is of the Essence. Consultant acknowledges that time is of the essence in its
performance of all work and obligations under this Agreement.
F.

Subcontractors.

1.
In order to retain, hire, and/or contract with an outside subcontractor for
work under this Agreement, Consultant must obtain the prior written consent of the CEO
. Consultant
include a description of the nature and extent of the services to be provided, the name,
address and professional experience of the proposed subcontractor, and any other
information requested by the City.
2.
The CEO shall have the right to reject any proposed outside subcontractor
deemed by the CEO to be unqualified or unsuitable for any reason to perform the proposed
services. The CEO shall have the right to limit the number of outside subcontractors and/or
to limit the percentage of work to be performed by them.
3.
Any final agreement or contract with an approved subcontractor must
contain a valid and binding provision whereby the subcontractor waives any and all rights
to make any claim of payment against the City or to file or claim any lien or encumbrance
against any City property arising out of the performance or non-performance of this
Agreement or the subcontract.
4.
Consultant is subject to
D.R.M.C. §
20-112, wherein Consultant shall pay its subcontractors in a timely fashion. A payment is
timely if it is mailed to the subcontractor no later than seven (7) days after receipt of any
payment from the City. Any late payments are subject to a late payment penalty as
provided in the Denver Prompt Payment Ordinance (§§ 20-107 through 20-118).
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 5.
Neither this Section, nor any other provision of this Agreement, shall create
any contractual relationship between the City and any subcontractor. The City approval
of a subcontractor will not grant the subcontractor a
approval of a subcontractor does not relieve Consultant of its responsibilities to the City
for the work to be performed by the subcontractor.
G.

Key Personnel Assignments.

1.
Consultant or its subcontractor(s) shall assign all Key Personnel identified
in Exhibit B-1 Personnel
Key Personnel ) to perform work under this Agreement.
Only Key Personnel shall perform work under this Agreement, unless otherwise approved
in writing by the EVP or his/her authorized representative.
2.
It is the intent of the Parties that all Key Personnel shall perform their
specialty for services required under this Agreement. Consultant and any subcontractor(s)
shall retain Key Personnel for the entire Term of this Agreement to the extent practicable
and to the extent that such services maximize the quality of work performed.
3.
If, during the Term of this Agreement, the Project Manager determines that
the performance of any Key Personnel is not acceptable, the Project Manager shall notify
Consultant and may give Consultant notice of the period of time which the Project Manager
considers reasonable to correct such performance.
4.
If Consultant fails to correct such performance, then the City may revoke
its approval of the Key Personnel in question and notify Consultant that such Key
Personnel will not be retained on this project. Within ten (10) days of receiving this notice,
Consultant shall use its best efforts to obtain adequate substitute personnel who must be
approved in writing by the Project Manager. Consultant
Termination for Cause in accordance with Article
IV, Section B.2.
ARTICLE III. OWNERSHIP AND DELIVERABLES
Upon payment to Consultant, all records, data, deliverables, and any other work product
prepared by Consultant or any custom development work performed by Consultant for the purpose
of performing this Agreement on or before the day of payment shall become the sole property of
the City. Upon request by the City, or based on any schedule agreed to by Consultant and the City,
Consultant shall provide the City with copies of the data/files that have been uploaded to any
database maintained by or on behalf of Consultant or otherwise saved or maintained by Consultant
as part of the services provided to the City under this Agreement. All such data/files shall be
provided to the City electronically in a format agreed to by the Parties. Consultant also agrees to
allow the City to review any of the procedures Consultant uses in performing any work or other
obligations under this Agreement, and to make available for inspection any and all notes,
documents, materials, and devices used in the preparation for or performance of any of the scope
of work, for up to three (3) years after termination of this Agreement. Upon written request from
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 the City, Consultant shall deliver any information requested pursuant to this Article within ten (10)
business days in the event a schedule or otherwise agreed-upon timeframe does not exist.
ARTICLE IV. TERM AND TERMINATION
A.
Term. The Term of this Agreement shall commence upon execution of this
Agreement and shall expire two (2) years thereafter, unless sooner terminated in accordance with
the terms stated herein (the Expiration Date The Parties have an option to extend the Term
for two (2) additional one-year options. The Parties must exercise the option(s) thirty (30) days
prior to the Expiration Date.
1. If the Term expires prior to Consultant completing the work under this
Agreement and the Parties do not choose to exercise the Term extension option(s), subject
to the prior written approval of the CEO or his/her authorized representative, this
Agreement may remain in full force and effect until the completion of any services
commenced prior to the Expiration Date.
2. Nothing herein shall be construed as giving Consultant the express right to
perform the Services under this Agreement beyond the Expiration Date or a time when
such services become unsatisfactory to the CEO.
B.

Termination.

1.
Termination for Convenience. The City may terminate this Agreement at
any time without cause with at least thirty (30) days prior written notice to Consultant.
2.
Termination for Cause. In the event Consultant fails to perform any
provision of this Agreement, the City may either:
a.
Terminate this Agreement for cause with ten (10) days prior written
notice to Consultant; or
b.
Provide Consultant with written notice of the breach and allow
Consultant an Opportunity to Cure.
3.
Opportunity to Cure. Upon receiving the
notice of breach pursuant
to Section B.2.b of this Article IV, Consultant shall have five (5) days to commence
remedying its defective performance. If Consultant diligently cures its defective
performance to the
the City,
then this Agreement shall not terminate and shall remain in full force and effect. If
Consultant
the City may terminate
this Agreement pursuant to Article IV, Section B.2.a.
4.
Compensation for Services Performed. If this Agreement is terminated, the
City shall pay Consultant the reasonable cost of only those services performed to the
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 satisfaction of the CEO or his/her authorized representative prior to the notice of
termination. Consultant has no right to compensation for services performed after the
notice of termination.
5.
Reimbursement for Cost of Termination. In the event of Termination for
Convenience pursuant to this Article IV, Section B.1, Consultant may request
reimbursement from the City of the reasonable costs of orderly termination associated with
the Termination for Convenience within six (6) months from the Effective Date of
termination. In no event shall the total sums paid exceed the Maximum Contract Liability.
6.
No Claims. Upon termination of this Agreement, Consultant shall have no
claim of any kind against the City by reason of such termination or by reason of any act
incidental thereto. Consultant shall not be entitled to loss of anticipated profits or any other
consequential damages as a result of termination.
ARTICLE V. COMPENSATION AND PAYMENT
A.
Maximum Contract Liability. Notwithstanding any other provision of this
Agreement, the City shall not be liable under any theory for payment for services rendered and
expenses incurred by Consultant under the terms of this Agreement for any amount in excess of
the sum of Four Hundred and Sixty Eight Thousand Dollars and No Cents ($468,000.00)
Maximum Contract Liability
Consultant shall perform the services on a retainer up to the
Maximum Contract Liability.
B.
Limited Obligation of City. The obligations of the City under this Agreement
shall extend only to monies encumbered for the purposes of this Agreement. Consultant
acknowledges and understands the City does not by this Agreement irrevocably pledge present
cash reserves for payments in future fiscal years, and this Agreement is not intended to create a
multiple-fiscal year direct or indirect debt or financial obligation of the City. The City is not under
any obligation to make any future encumbrances or appropriations for this Agreement nor is the
City under any obligation to amend this Agreement to increase the Maximum Contract Liability
above.
C.
Payment Source. Payment under this Agreement shall be made from the Airport
System Fund and from no other fund or source. The City has no obligation to make payments
from any other source.
D.
Basis for Consultant
. DEN shall initially pay Frasca a monthly retainer fee
of Nineteen Thousand Five Hundred Dollars and No Cents ($19,500.00)
for the strategic financial and management professional services and deliverables described herein.
Notwithstanding the foregoing, DEN and Consultant shall meet every three (3) months to review
and, if necessary, adjust the
ee for the upcoming three-month period,
limited to, hourly accounting and payment for work performed. Any new adjustement shall result
in immediate termination
In such
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 circumstances, and following mutual agreement, the Parties shall adjust the
ee
structure by letter executed by the CEO or the EVP and Frasca without formal amendment to this
Agreement. Such changes to the
shall in no way affect the Maximum
Contract Liability stated herein. The Consultant Fee is based on the time required by its
professionals to complete the services for the City, including meetings with DEN staff, City
officials as well as preparation for and appearance on behalf of DEN in any negotiations,
conferences and telephone conferences. Additional assistants, employees or agents employed by
Consultant providing services under this Agreement are included in the
Fee.
E.
Payment Schedule. Subject to the Maximum Contract Liability amount, the City
shall pay Consultant
Agreement. Unless otherwise
agreed to in writing, Consultant shall invoice the City on a monthly basis and in accordance with
ment Ordinance, D.R.M.C. § 20-107, et seq., subject to the Maximum
Contract Liability.
1.
Late Fees. Consultant understands and agrees interest and late fees shall be
payable by the City only to the extent authorized and provided for in the City
Payment Ordinance.
2.
Travel Expenses. Travel and any other expenses are not reimbursable
unless such expenses are related to and in furtherance of the purposes of Consultant
engagement and Consultant receives prior written approval of the EVP or his/her
authorized representative.
F.
Invoices. Consultant shall submit to DEN a monthly invoice in the form set forth
on Exhibit B-2 Form of Invoice
G.
Carry Over. If Consultant's total fees for any of the services provided under this
Agreement are less than the amount budgeted for, the amount remaining in the budget may be used
for additional and related services rendered by Consultant if the CEO or his/her authorized
representative determines such fees are reasonable and appropriate and provides written approval
of the expenditure.
ARTICLE VI. INSURANCE REQUIREMENTS
A.
Consultant shall obtain and keep in force all of the minimum insurance coverage
forms and amounts set forth in Exhibit C Insurance Requirements during the entire Term of
this Agreement, including any extensions of the Agreement or other extended period stipulations
stated in Exhibit C. All certificates of insurance and any required endorsements must be received
and approved by DEN Risk Management before any airport access or work commences on the
Commencement Date, as set forth in Article IV, Section A.
B.
Unless specifically waived in writing by DEN Risk Management, if Consultant
shall be using subcontractors to provide any part of the services under this Agreement, Consultant
shall do one of the following:
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 1.
Include all subcontractors performing services hereunder as insureds under
its required insurance and specifically list on all submitted certificates of insurance required
under Exhibit C; or
1.
Ensure that each subcontractor provides its own insurance coverage in
accordance with the requirements set forth in this Agreement.
C.
The City in no way warrants or represents the minimum limits contained herein are
sufficient to protect Consultant from liabilities arising out of the performance of the terms and
conditions of this Agreement by Consultant, its agents, representatives, employees, or
subcontractors. Consultant shall assess its own risks and maintain higher limits and/or broader
coverage as it deems appropriate and/or prudent. Consultant is not relieved of any liability or other
obligations assumed or undertaken pursuant to this Agreement by reason of its failure to obtain or
maintain insurance in sufficient amounts, duration, or types.
D.
In no event shall the City be liable for any of the following: (i) business interruption
or other consequential damages sustained by Consultant; (ii) damage, theft, or destruction of
Consultant's inventory, or property of any kind; or (iii) damage, theft, or destruction of an
automobile, whether or not insured.
E.
The Parties understand and agree that the City, its elected and appointed officials,
officers, employees, agents and volunteers are relying on, and do not waive or intend to waive by
any provisions of this Agreement, the monetary limitations and any other rights, immunities and
protections provided by the Colorado Governmental Immunity Act, §§ 24-10-101 to 120, C.R.S.,
or otherwise available to the City, its elected and appointed officials, officers, employees, agents
and volunteers.
ARTICLE VII. DEFENSE AND INDEMNIFICATION
A.
Consultant hereby agrees to defend, indemnify, reimburse and hold harmless City,
its appointed and elected officials, agents and employees for, from and against all liabilities,
claims, judgments, suits or demands for damages to persons or property arising out of, resulting
Claims
have been specifically determined by the trier of fact to be the sole negligence or willful
misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to
indemnify City for any acts or omissions of Consultant or its subcontractors either passive or
,
except for the sole negligence or willful misconduct of City.
B.
of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim.
Consult

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 C.
Consultant will defend any and all Claims which may be brought or threatened
against City and will pay on behalf of City any expenses incurred by reason of such Claims
including, but not limited to, court costs and attorney fees incurred in defending and investigating
such Claims or seeking to enforce this indemnity obligation, including but not limited to time
expended by the City Attorney Staff, whose costs shall be computed at the rate of two hundred
dollars and no cents ($200.00) per hour of City Attorney time. Such payments on behalf of City
shal
exclusive remedy.
D.
Insurance coverage requirements specified in this Agreement shall in no way lessen
or limit the liability of the Consultant under the terms of this indemnification obligation. The
Consultant shall obtain, at its own expense, any additional insurance that it deems necessary for
E.
This defense and indemnification obligation shall survive the expiration or
termination of this Agreement.
ARTICLE VIII. DISPUTES
All disputes arising under or related to this Agreement shall be resolved by administrative
hearing under the procedures described in D.R.M.C. § 5-17 and all related rules and procedures.
The determination resulting from said administrative hearing shall be final, subject only to
Consultant's right to appeal the determination under Colorado Rule of Civil Procedure, Rule 106.
ARTICLE IX. GENERAL TERMS AND CONDITIONS
A.
Status of Consultant. Parties agree that the status of Consultant shall be an
independent Consultant retained on a contractual basis to perform professional or technical
services for limited periods of time as described in §9.1.1(E)(x) of the Charter of City and County
City Charter . It is not intended, nor shall it be construed, that Consultant or its
personnel are employees or officers of the City under D.R.M.C. Chapter 18 for any purpose
whatsoever.
B.
Assignment. Consultant shall not assign, pledge or transfer its duties, obligations,
and rights under this Agreement, in whole or in part, without first obtaining the written consent of
the CEO or his/her authorized representative. Any attempt by Consultant to assign or transfer its
rights hereunder without such prior written consent shall, at the option of the CEO or his/her
authorized representative, automatically terminate this Agreement and all rights of Consultant
hereunder.
C.
Compliance with all Laws and Regulations. Consultant and its subcontractor(s)
shall perform all work under this Agreement in compliance with all existing and future applicable
laws, rules, regulations and codes of the United States and the State of Colorado and with the City
Charter, ordinances and rules and regulations of the City.
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 D.

Compliance with Patent, Trademark and Copyright Laws.

1.
Consultant agrees that all work performed under this Agreement shall
comply with all applicable patent, trademark and copyright laws, rules, regulations and
codes of the United States, as they may be amended from time to time. Consultant will not
utilize any protected patent, trademark or copyright in performance of its work unless it
has obtained proper permission, all releases, and other necessary documents. If Consultant
prepares any documents which specify any material, equipment, process or procedure
which is protected, Consultant shall disclose such patents, trademarks and copyrights in
such documents.
2.
Pursuant to Article VII, Consultant shall indemnify and defend the City
from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings
resulting from, or arising out of, directly or indirectly, the performance of work under this
Agreement which infringes upon any patent, trademark or copyright protected by law.
E.

Notices.

1.
Formal Notices. Notwithstanding the above, notices concerning termination
of this Agreement, notices of alleged or actual violations of the terms of this Agreement,
and other notices of similar importance shall be made as follows:
by Consultant to:
Chief Executive Officer
Denver International Airport
Airport Office Building
8500 Peña Boulevard, 9th Floor
Denver, Colorado 80249-6340
And by the City to:
Frasca & Associates, LLC
521 Madison Avenue
Seventh Floor
New York, NY 10022
Attn: Ken Cushine
Phone: 212-355-4050
E-mail: kcushine@frascallc.com
2.
Delivery. Formal notices shall be delivered personally during normal
business hours to the appropriate office above or by prepaid U.S. certified mail, return
receipt requested. Mailed notices shall be deemed effective upon deposit with the U.S.
Postal Service. Either party may from time to time designate substitute addresses or persons
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 where and to whom such notices are to be mailed or delivered, but such substitutions shall
not be effective until actual receipt of written notification thereof.
3.
Informal Correspondence. Other non-essential notices and day-to-day
correspondence between the Parties may be done via email and shall be directed to the
Project Manager.
F.
Rights and Remedies Not Waived. In no event shall any payment by the City
hereunder constitute or be construed to be a waiver by the City of any breach of covenant or default
which may then exist on the part of Consultant. The City making any such payment when any
breach or default exists shall not impair or prejudice any right or remedy available to the City with
respect to such breach or default. The
, expressed or implied, to any breach of any
one or more covenants, provisions or conditions of this Agreement shall not be deemed or taken
to be a waiver of any other breach.
G.
No Third-Party Beneficiaries. The Parties agree that enforcement of the terms
and conditions of this Agreement and all rights of action relating to such enforcement shall be
strictly reserved to the City and Consultant, and nothing contained in this Agreement shall give or
allow any such claim or right of action by any third party. It is the express intention of the Parties
that any person or entity other than the City or Consultant receiving services or benefits under this
Agreement shall be deemed an incidental beneficiary and shall not have any interest or rights under
this Agreement.
H.
Governing Law. This Agreement is made under and shall be governed by the laws
of the State of Colorado. Each and every term, provision and condition herein is subject to the
provisions of Colorado law, the City Charter, and the ordinances and regulations enacted pursuant
thereto, as may be amended from time to time.
I.
Bond Ordinances. This Agreement is in all respects subject and subordinate to
any and all the City bond ordinances applicable to the Denver Municipal Airport System and to
any other bond ordinances which amend, supplement, or replace such bond ordinances.
J.
Venue. Venue for any action arising hereunder shall be in the City and County of
Denver, Colorado.
K.

Cooperation with Other Contractors.

1.
The City may award other contracts for additional work, and Consultant
shall fully cooperate with such other contractors. The City, in its sole discretion, may direct
Consultant to coordinate its work under this Agreement with one or more such contractors.
2.
Consultant shall have no claim against the City for additional payment due
to delays or other conditions created by the operation of other contractors. The City will
decide the respective rights of the various contractors in order to secure the completion of
the work.
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 L.
Inurement. The rights and obligations of the Parties herein set forth shall inure to
the benefit of and be binding upon the Parties hereto and their respective successors and assigns
permitted under this Agreement.
M.
Force Majeure. The Parties shall not be liable for any failure, delay or interruption
in the performance of any of its terms, covenants, understandings, obligations or conditions of this
Agreement hereunder due to or caused by, in whole or in part, strikes, lockouts, labor disputes,
embargoes, shortages of materials, unusual delay common carriers, unavoidable casualties, war,
riots, acts of terrorism, acts of superior government authority, acts of God, judicial action, weather
conditions, floods, fires, riots, rebellions or sabotage, future epidemics or pandemics, the existence
of which is unknown to the Parties at the time of execution of this Agreement, and resulting or any
other causes beyond the control of the Parties. In no event shall this paragraph be construed so as
to relieve Consultant of its responsibility to provide all required services hereunder in the event of
a labor dispute, strike, or boycott action by or on
employees, or by or on behalf of the employees of any other company doing business at the
Airport. The Parties shall have the duty to take reasonable actions to mitigate or prevent further
delays or losses resulting from such causes.
N.
Coordination and Liaison. Consultant agrees that during the Term of this
Agreement it shall fully coordinate all services that it has been directed to proceed upon and shall
make every reasonable effort to fully coordinate all such services as directed by the EVP or his/her
authorized representative, along with any City agency, or any person or firm under contract with
the City doing work which affects Consultant work.
O.
No Authority to Bind City to Contracts. Consultant has no authority to bind the
City on any contractual matters. Final approval of all contractual matters which obligate the City
must be by the City as required by the City Charter and relevant ordinances.
P.
Information Furnished by the City. The City will furnish to Consultant
information concerning matters that may be necessary or useful in connection with the work to be
performed by Consultant under this Agreement. The Parties shall make good faith efforts to ensure
the accuracy of information provided to the other Party; however, Consultant understands and
acknowledges that the information provided by the City to Consultant may contain unintended
inaccuracies. Consultant shall be responsible for the verification of the information provided to
Consultant.
Q.
Taxes and Costs. Consultant shall promptly pay, when due, all taxes, bills, debts
and obligations it incurs performing work under this Agreement and shall allow no lien, mortgage,
judgment or execution to be filed against land, facilities or improvements owned by the City.
R.
Environmental Requirements. Consultant, in conducting its activities under this
Agreement, shall comply with all existing and future applicable local, state and federal
environmental rules, regulations, statutes, laws and orders (collectively "Environmental
Requirements"), including but not limited to Environmental Requirements regarding the storage,
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 use and disposal of Hazardous or Special Materials and Wastes, Clean Water Act legislation,
Centralized Waste Treatment Regulations, and DEN Rules and Regulations.
1.
For purposes of this Agreement the terms "Hazardous Materials" shall refer
to those materials, including without limitation asbestos and asbestos-containing materials,
polychlorinated biphenyls (PCBs), oil or any other petroleum products, natural gas, source
material, pesticide, and any hazardous waste, toxic substance or related material, including
any substance defined or treated as a "hazardous substance," "hazardous waste" or "toxic
substance" (or comparable term) in the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Sec. 9601 et seq. (1990), the Toxic Substances
Control Act (15 U.S.C. Sec. 2601 et seq. (1990)), and any rules and regulations
promulgated pursuant to such statutes or any other applicable federal or state statute.
2.
Consultant shall acquire all necessary federal, state and local environmental
permits and comply with all applicable federal, state and local environmental permit
requirements.
3.
Consultant agrees to ensure that its activities under this Agreement are
conducted in a manner that minimizes environmental impact through appropriate
preventive measures. Consultant agrees to evaluate methods to reduce the generation and
disposal of waste materials.
4.
In the case of a release, spill or leak as a result of Consultant's activities
under this Agreement, Consultant shall immediately control and remediate the
contaminated media to applicable federal, state and local standards. Consultant shall
reimburse the City for any penalties and all costs and expenses, including without
limitation attorney's fees, incurred by the City as a result of the release or disposal by
Consultant of any pollutant or hazardous material.
ARTICLE X. STANDARD CITY PROVISIONS
A.
Diversity and Inclusiveness. The City encourages the use of qualified small
businesses doing business within the metropolitan area that are owned and controlled by
economically or socially disadvantaged individuals. Consultant is encouraged, with respect to the
goods or services to be provided under this Agreement, to use a process that includes small
businesses when considering and selecting any subcontractors or suppliers.
B.
Minority/Women Business Enterprises. This project has been reviewed by
DSBO and it has been determined that it is not subject to the DSBO Ordinance and therefore will
not have an M/WBE goal assigned. While the work performed under this Agreement is not subject
to the DSBO Ordinance, the Director of the Division of Small Business Opportunity encourages
all participants in City projects to seek independent partnerships with SBEs, MBEs, WBEs, and
other business enterprises in supply chain activities, prime/subcontractor partnerships, and joint
ventures for all contracts and purchase orders.
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 C.
Non-Discrimination Policy. In connection with the performance of services under
this Agreement, Consultant shall not refuse to hire, discharge, promote, demote, or to discriminate
in matters of compensation against any person otherwise qualified solely because of race, creed,
color, religion, national origin, gender, age, military status, sexual orientation, gender variance,
marital status, and/or physical and mental disability. Consultant further agrees to insert this
provision in all subcontracts hereunder.
D.
Prevailing Wage. Consultant shall comply with, and agrees to be bound by, all
requirements, conditions and City determinations regarding the Payment of Prevailing Wages
Ordinance, §§20-76 through 20-79, D.R.M.C. including, but not limited to, the requirement that
every covered worker working on a City owned or leased building or on City-owned land shall be
paid no less than the prevailing wages and fringe benefits in effect on the Effective Date of this
Agreement.
1.
Prevailing wage and fringe rates will adjust on, and only on, the anniversary
of the Effective Date of this Agreement. Unless expressly provided for in this Agreement,
Consultant will receive no additional compensation for increases in prevailing wages or
fringe benefits.
2.
Consultant shall provide the Auditor with a list of all subcontractors
providing any services under the contract.
3.
Consultant shall provide the Auditor with electronically-certified payroll
records for all covered workers employed under this Agreement.
4.
Consultant shall prominently post at the work site the current prevailing
wage and fringe benefit rates. The posting must inform workers that any complaints
regarding the payment of prevailing wages or fringe benefits may be submitted to the
Denver Auditor by calling 720-913-5000 or emailing auditor@denvergov.org.
5.
If Consultant fails to pay workers as required by the Prevailing Wage
Ordinance, Consultant will not be paid until documentation of payment satisfactory to the
Auditor has been provided. The City may, by written notice, suspend or terminate work if
Consultant fails to pay required wages and fringe benefits.
E.
City Minimum Wage. To the extent required by law, Consultant shall comply
with and agrees to be bound by all requirements, conditions, and the City determinations regarding
ce, §§20-82 through 20-84 D.R.M.C., including, but not
limited to, the requirement that every covered worker shall be paid no less than the City Minimum
Wage in accordance with the
. By executing this Agreement,
Consultant expressly acknowledges that Consultant
Minimum Wage Ordinance and that any failure by Consultant, or any other individual or entity
acting subject to this Agreement, to strictly comply with the foregoing D.R.M.C. Sections shall
result in the penalties and other remedies authorized therein.
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Contract No. 202056158-00

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 F.
Prompt Payment. Payments under this Agreement will be made to Consultant in
accordance with the Prompt Payment Ordinance, D.R.M.C., § 20-107, et seq. Payments shall be
based upon monthly invoices and receipts submitted by Consultant in accordance with Article V,
Section E of this Agreement that have been audited and approved by the City. Consultant agrees
that interest and late fees shall be payable by the City hereunder only to the extent authorized and
provided for in the Prompt Payment Ordinance.
G.
Advertising and Public Disclosures. Consultant shall not include any reference
to this Agreement or to work performed hereunder in any of its advertising or public relations
materials without first obtaining the written approval of the EVP or his/her authorized
representative. Any oral presentation or written materials related to DEN shall include only
presentation materials, work product, and technical data which have been accepted by the City,
and designs and renderings, if any, which have been accepted by the City. Consultant shall notify
the EVP in advance of the date and time of any such presentations. Nothing herein, however, shall
preclude Consultant's use of this contract and its component parts in GSA form 254 or 255
presentations, or transmittal of any information to officials of the City, including without
limitation, the Mayor, the CEO, any member or members of Denver City Council, and the Auditor.
H.

Colorado Open Records Act.
1.

Consultant acknowledges that the City is subject to the provisions of the
CORA
-72-201 et seq., and Consultant
agrees that it will fully cooperate with the City in the event of a request or lawsuit arising
under such act for the disclosure of any materials or information which Consultant asserts
is confidential or otherwise exempt from disclosure. Any other provision of this Agreement
notwithstanding, all materials, records, and information provided by Consultant to the City
shall be considered confidential by the City only to the extent provided in CORA, and
Consultant agrees that any disclosure of information by the City consistent with the
provisions of CORA shall result in no liability of the City.
2.
In the event of a request to the City for disclosure of such information, time
and circumstances permitting, the City will make a good faith effort to advise Consultant
of such request in order to give Consultant the opportunity to object to the disclosure of
any material Consultant may consider confidential, proprietary, or otherwise exempt from
disclosure. In the event Consultant objects to disclosure, the City, in its sole and absolute
discretion, may file an application to the Denver District Court for a determination of
whether disclosure is required or exempted. In the event a lawsuit to compel disclosure is
filed, the City may tender all such material to the court for judicial determination of the
issue of disclosure. In both situations, Consultant agrees it will either waive any claim of
privilege or confidentiality or intervene in such legal process to protect materials
Consultant does not wish disclosed. Consultant agrees to defend, indemnify, and hold
harmless the City, its officers, agents, and employees from any claim, damages, expense,
loss, or costs arising out of Consultant
fees, costs, and damages the City
may incur directly or may be ordered to pay by such court, including but not limited to
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Contract No. 202056158-00

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 time expended by the City Attorney Staff, whose costs shall be computed at the rate of two
hundred dollars and no cents ($200.00) per hour of City Attorney time.
I.

Examination of Records and Audits.

1.
Any authorized agent of the City, including the City Auditor or his or her
representative, has the right to access, and the right to examine, copy and retain copies, at
r or electronic form, any pertinent books, documents, papers and
records related to
goods or services to the City, and any other transactions related to this
Agreement. Consultant shall cooperate with City representatives and City representatives
shall be granted access to the foregoing documents and information during reasonable
business hours and until the latter of three (3) years after the final payment under the
Agreement or expiration of the applicable statute of limitations. When conducting an audit
of this Agreement, the City Auditor shall be subject to government auditing standards
issued by the United States Government Accountability Office by the Comptroller General
of the United States, including with respect to disclosure of information acquired during
the course of an audit. No examination of records and audits pursuant to this paragraph
shall require Consultant to make disclosures in violation of state or federal privacy laws.
Consultant shall at all times comply with D.R.M.C. §20-276.
2.
Additionally, Consultant agrees until the expiration of three (3) years after
the final payment under this Agreement, any duly authorized representative of the City,
including the CEO or his or her representative, shall have the right to examine any pertinent
books, documents, papers and records of Consultant related to Consultant
of this Contract, including communications or correspondence related to Consultant
performance, without regard to whether the work was paid for in whole or in part with
federal funds or was otherwise related to a federal grant program.
3.
In the event the City receives federal funds to be used toward the services
performed under this Agreement, the F
FAA
Comptroller General of the United States and any other duly authorized representatives
shall have access to any books, documents, papers and records of Consultant which are
directly pertinent to a specific grant program for the purpose of making audit, examination,
excerpts and transcriptions. Consultant further agrees that such records will contain
information concerning the hours and specific services performed along with the applicable
federal project number.
J.
Use, Possession or Sale of Alcohol or Drugs. Consultant shall cooperate and
comply with the provisions of Denver Executive Order 94 and Attachment A thereto concerning
the use, possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate
with implementation of the policy can result in the City barring Consultant from City facilities or
participating in City operations.

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 K.
City Smoking Policy. Consultant and its officers, agents and employees shall
cooperate and comply with the provisions of Denver Executive Order No. 99 and the Colorado
Indoor Clean Air Act, prohibiting smoking in all City buildings and facilities.
L.

Conflict of Interest.

1.
Consultant and its subsidiaries, affiliates, subcontractors, principals, or
employees are bound by the Denver Board of Ethics Advisory Opinion and Waiver No.
20Opinion and Waiver ) granted on August 19, 2020 as being in the best interest
of the City, and incorporated herein as Exhibit D. Consultant shall provide strategic
financial and management professional services and deliverables while abiding by the
confidentiality requirements of Section 2-68 of the Denver Code of Ethics and regulations
of the Securities and Exchange Commission.
2.
Further, Consultant shall not engage in any other transaction, activity or
conduct which would result in a conflict of interest. Consultant represents that it has
disclosed any and all current or potential conflicts of interest, including transactions,
activities, or conduct that would affect the judgment, actions, or work of Consultant by
placing Consultant's own interests, or the interest of any party with whom Consultant has
a contractual arrangement, in conflict with those of the City.
3.
The City, in its sole discretion, shall determine the existence of a conflict of
interest and may terminate this Agreement if such a conflict exists, after it has given
Consultant written notice which describes such conflict. Consultant shall have thirty (30)
days after the notice is received in which to eliminate or cure the conflict of interest in a
manner which is acceptable to the City.
M.
Agreement.

Prohibition Against Employment of Illegal Aliens to Perform Work Under this

1.
The Agreement is subject to § 8-17.5, C.R.S., and D.R.M.C. § 20-90 and
Consultant is liable for any violations as provided in said statute and ordinance.
2. Consultant certifies that:
a.
At the time of its execution of this Agreement, it does not knowingly
employ or contract with an illegal alien who will perform work under this
Agreement.
b.
It will participate in the E-Verify Program, as defined in § 8-17.5101(3.7), C.R.S., to confirm the employment eligibility of all employees who are
newly hired for employment to perform work under this Agreement.
3. Consultant also agrees and represents that:
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 a.
It shall not knowingly employ or contract with an illegal alien to
perform work under the Agreement.
b.
It shall not enter into a contract with a subcontractor or
subconsultant that fails to certify to Consultant that it shall not knowingly employ
or contract with an illegal alien to perform work under the Agreement.
c.
It has confirmed the employment eligibility of all employees who
are newly hired for employment to perform work under this Agreement, through
participation in the E-Verify Program.
d.
It is prohibited from using either the E-Verify Program or the
Department Program procedures to undertake pre-employment screening of job
applicants while performing its obligations under the Agreement and it has
complied with all federal requirements regarding the use of the E-Verify program,
including, by way of example, requirements related to employee notification and
preservation of employee rights.
e.
If it obtains actual knowledge that a subcontractor or subconsultant
performing work under the Agreement knowingly employs or contracts with an
illegal alien, it will notify such subcontractor and the City within three (3) days.
Consultant will also then terminate such subcontractor or subconsultant if within
three (3) days after such notice the subcontractor or subconsultant does not stop
employing or contracting with the illegal alien, unless during such three-day period
the subcontractor or subcontractor provides information to establish that the
subcontractor or subconsultant has not knowingly employed or contracted with an
illegal alien.
f.
It will comply with any reasonable request made in the course of an
investigation by the Colorado Department of Labor and Employment under
authority of § 8-17.5-102(5), C.R.S. or the City Auditor under authority of
D.R.M.C. § 20-90.3.
ARTICLE XI. SENSITIVE SECURITY INFORMATION
Consultant acknowledges that, in the course of performing its work under this Agreement,
Consultant
SSI
in the Code of Federal Regulations, 49 C.F.R. Part 1520. Consultant specifically agrees to comply
with all requirements of the applicable federal regulations, including but not limited to, 49 C.F.R.
Parts 15 and 1520. Consultant understands any questions it may have regarding its obligations
ARTICLE XII. DEN SECURITY

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Contract No. 202056158-00

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 A.
Consultant, its officers, authorized officials, employees, agents, subcontractors, and
those under its control, shall comply with safety, operational, or security measures required of
Consultant or the City by the FAA or Transportation Security A
TSA . If
Consultant, its officers, authorized officials, employees, agents, subcontractors or those under its
control, fail or refuse to comply with said measures and such non-compliance results in a monetary
penalty being assessed against the City, then, in addition to any other remedies available to the
City, Consultant shall fully reimburse the City any fines or penalties levied against the City, and
any attorney fees or related costs paid by the City as a result of any such violation. Consultant must
pay this amount within fifteen (15) days from the date of the invoice or written notice. Any fines
and fees assessed by the FAA or TSA against the City due to the actions of Consultant and/or its
agents will be deducted directly from the invoice for that billing period.
B.
Consultant is responsible for compliance with Airport Security regulations and 49
C.F.R. Parts 1542 (Airport Security) and 14 C.F.R. Parts 139 (Airport Certification and
Operations). Any and all violations pertaining to Parts 1542 and 139 resulting in a fine will be
passed on to and borne by Consultant. The fee/fine will be deducted from the invoice at time of
billing.
ARTICLE XIII. FEDERAL RIGHTS
This Agreement is subject and subordinate to the terms, reservations, restrictions and
conditions of any existing or future agreements between the City and the United States, the
execution of which has been or may be required as a condition precedent to the transfer of federal
rights or property to the City for airport purposes and the expenditure of federal funds for the
extension, expansion or development of the Denver Municipal Airport System. As applicable,
Consultant shall comply with the Standard Federal Assurances identified in Appendix A.
ARTICLE XIV. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE
A.
Attachments. This Agreement consists of Article I through XV which precede the
signature page, and the following attachments which are incorporated herein and made a part
hereof by reference:
Appendix A: Standard Federal Assurances
Exhibit A: Scope of Work
Exhibit B-1: Personnel
Exhibit B-2: Form of Invoice
Exhibit C: Insurance Requirements
Exhibit D: Opinion and Waiver
B.
Order of Precedence. In the event of an irreconcilable conflict between a
provision of Article I through XV and any of the listed attachments or between provisions of any
attachments, such that it is impossible to give effect to both, the order of precedence to determine
which document shall control to resolve such conflict, is as follows, in descending order:
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Contract No. 202056158-00

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 Appendix A
Article I through XV hereof
Exhibit A
Exhibit B-1
Exhibit B-2
Exhibit C
Exhibit D

ARTICLE XV. CITY EXECUTION OF AGREEMENT
A.
City Execution. This Agreement is expressly subject to, and shall become
effective upon, the execution of all signatories of the City and, if required, the approval of Denver
City Council. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same.
B.
Electronic Signatures and Electronic Records. The Agreement, and any other
documents requiring a signature hereunder, may be signed electronically by the City and/or
Consultant in the manner specified by the City. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic document, or a
paper copy of a document bearing an electronic signature, on the ground that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
SIGNATURE PAGES, APPENDIX
AND EXHIBITS FOLLOW

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Contract No. 202056158-00

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 APPENDIX A
STANDARD FEDERAL ASSURANCES
COMPLIANCE WITH NONDISCIRIMINATION REQUIREMENTS
NOTE: As used below the term "Contractor" shall mean and include Airline, and the term
"sponsor" shall mean the "City."
During the term of this Contract, the Contractor, for itself, its assignees and successors in
interest (hereinafter referred to as the "Contractor") agrees as follows:
1.
Compliance with Regulations. The Contractor will comply with the Title
VI List of Pertinent Non-Discrimination Statutes and Authorities, as they may be amended from
time to time, which are herein incorporated by reference and made part of this Agreement.
2.
Nondiscrimination. The Contractor, with regard to the work performed by
it during this Agreement, will not discriminate on the grounds of race, creed, color, national origin,
or sex in the selection and retention of subcontractors, including procurements of materials and
leases of equipment. The Contractor will not participate directly or indirectly in the discrimination
prohibited by the Acts and Regulations, including employment practices when the Agreement
covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
3.
Solicitations for Subcontractors, Including Procurements of Materials
and Equipment. In all solicitations, either by competitive bidding or negotiation, made by the
Contractor for work to be performed under a subcontract, including procurements of materials or
leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of
the Contractor's obligations under this Agreement and the Acts and Regulations relative to
nondiscrimination on the grounds of race, color, or national origin.
4.
Information and Reports. The Contractor will provide all information and
reports required by the Acts, Regulations or directives issued pursuant thereto and will permit
access to its books, records, accounts other sources of information, and its facilities as may be
determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to
ascertain compliance with such Acts, Regulations, and instructions. Where any information
required of a Contractor is in the exclusive possession of another who fails or refuses to furnish
this information, the Contractor shall so certify to the sponsor or the FAA, as appropriate, and will
set forth what efforts it has made to obtain the information.
5.
Sanctions for Noncompliance.
In the event of a Contractor's
noncompliance with the nondiscrimination provisions of this Agreement, the sponsor will impose
such Contract sanctions as it or the FAA may determine to be appropriate, including, but not
limited to:
1

 a. Withholding of payments to the Contractor under this Agreement until the
Contractor complies, and/or;
b. Cancelling, terminating, or suspending this Agreement, in whole or in
part.
6.
Incorporation of Provisions. The Contractor will include the provisions
of paragraphs one (1) through six (6) in every subcontract, including procurements of materials
and leases of equipment, unless exempt by the Acts, the Regulations or directives issued pursuant
thereto. The Contractor will take action with respect to any subcontract or procurement as the
sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with
litigation by a subcontractor, or supplier because of such direction, the Contractor may request the
sponsor to enter into such litigation to protect the interests of the sponsor. In addition, the
Contractor may request the United States to enter into such litigation to protect the interests of the
United States.

2

 Contract Control Number:
Contractor Name:

PLANE-202056158-00
FRASCA & ASSOCIATES LLC

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals at
Denver, Colorado as of:

SEAL

CITY AND COUNTY OF DENVER:

ATTEST:

By:

APPROVED AS TO FORM:

REGISTERED AND COUNTERSIGNED:

Attorney for the City and County of Denver
By:

By:

By:

 Contract Control Number:
Contractor Name:

PLANE-202056158-00
FRASCA & ASSOCIATES LLC

By: ____[See attached]_________________________

Name: ____Kenneth J. Cushine__________________
(please print)
Title: ____Principal_____________________________
(please print)

ATTEST: [if required]
By: _______________________________________

Name: _____________________________________
(please print)
Title: _____________________________________
(please print)

 Contract Control Number:

ATTEST: [if required]

 EXHIBIT A
SCOPE OF WORK
Consultant will provide advice, recommendations and guidance to DEN management on a
number of financial and other strategic initiatives to include but not limited to the following:
Financial planning
O&M and Capital planning, preparation and developing the funding plan for the
capital program
Rates & Charges planning and preparation
Attending briefings and participating in presentations for City officials, investors,
rating agencies, airlines, and other stakeholders as requested by management
Accounting
Procurement
IT strategic initiatives
Project management for airport expansion/renewal projects and other major
projects
Including attending project meetings as required
Airline Affairs
Including airline meetings
Use & Lease Agreement management and negotiations
Air Service Development planning
Including airline meetings and presentations of proposals

1

 EXHIBIT B-1
PERSONNEL

Gisela Shanahan, Managing Director
Ken Cushine, Principal
Chris Boukas, Analyst

1

 EXHIBIT B-2
FORM OF INVOICE
521 MADISON AVENUE, SEVENTH FLOOR
NEW YORK, NY 10022
TEL: 212 355-4050

[Date]
[Project Manager]
Denver International Airport
Executive Office
Airport Office Building, 8th Floor
8500 Pena Boulevard
Denver, CO 80249
Dear [Project Manager],
services for the month of [enter month and year] and reimbursement of our out-of-pocket expenses
is summarized below:
Professional consulting services fee-Monthly[Hourly] Retainer
Out-of-pocket Expenses*
Total Invoice
Payment should be sent to:
Frasca & Associates, LLC
Attn: Ken Cushine
521 Madison Avenue, 7th Floor
New York, NY 10022
Alternatively, payment may be wired as follows:
Bank:
ABA #:
Account #:

JPMorgan Chase Bank, N.A.
021000021
6300726893

Please let us know if you need any further information.
Sincerely,
Gisela Shanahan
Managing Director
1

$19,500
[enter amount]
[total $]

 EXHIBIT C
CITY AND COUNTY OF DENVER
INSURANCE REQUIREMENTS FOR DEPARTMENT OF AVIATION
PROFESSIONAL SERVICES AGREEMENT
A. Certificate Holder
The certificate shall be issued to:

CITY AND COUNTY OF DENVER
Denver International Airport
8500 Peña Boulevard, Suite 8810
Denver CO 80249
Attn: Risk Management

B. Acceptable Certificate of Insurance Form and Submission Instructions
Please read these requirements carefully to ensure proper documentation and receipt of your certificate(s) of
insurance.
ACORD FORM (or equivalent) certificate is required.
SUBMIT via emailed in pdf format to: contractadmininvoices@flydenver.com
ELECTRONIC submittal of certificates is required, hard copies will not be accepted.
THIRD PARTY SOFTWARE may be implemented during the term of this Agreement to manage insurance
compliance and documents with required use by Vendor of such system.
REFERENCE on the certificate must include the DEN assigned Contract Number.
C. Coverages and Limits
1. Commercial General Liability:
Consultant shall maintain insurance coverage including bodily injury, property damage, personal injury,
advertising injury, independent contractors, host liquor, and products and completed operations in minimum
limits of $1,000,000 each occurrence, $2,000,000 products and completed operations aggregate; if policy
contains a general aggregate, a minimum limit of $2,000,000 annual per location aggregate must be
maintained.
a. Coverage shall include contractual liability covering liability assumed under this Agreement
(including defense costs assumed under contract) within the scope of coverages provided.
b. Coverage shall include Mobile Equipment Liability, if used to perform services under this
Agreement.
2. Business Automobile Liability:
Consultant shall maintain a minimum limit of $1,000,000 combined single limit each occurrence for bodily
injury and property damage for all owned, leased, hired and/or non-owned vehicles used in performing
services under this Agreement.
a. If operating vehicles unescorted airside at DEN, a $10,000,000 combined single limit each occurrence
for bodily injury and property damage is required.
b. If Consultant does not have blanket coverage on all owned and operated vehicles and will require
unescorted airside driving privileges, then a schedule of insured vehicles (including year, make,
model and VIN number) must be submitted with the Certificate of Insurance.
c. The policy must not contain an exclusion related to operations on airport premises.
d. If transporting waste, hazardous material, or regulated substances, Consultant shall carry a Broadened
Pollution Endorsement and an MCS 90 endorsement on its policy.
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 e. If Consultant is an individual or represents that Consultant does not own any motor vehicles and/or
Consultant
purposes, Personal Automobile Liability insurance coverage will be accepted provided it includes a
business use endorsement.
f. If Consultant will be completing all services to DEN under this Agreement remotely, this requirement
will be waived.
3.
Consultant shall maintain workers compensation coverage in compliance with the statutory requirements of
the state(s) of operation and
no less than $100,000 per occurrence
for each bodily injury claim, $100,000 per occurrence for each bodily injury caused by disease claim, and
$500,000 aggregate for all bodily injuries caused by disease claims.
a. If Consultant is a sole proprietor,
is exempt under
the Colorado Workers Compensation Act and other state law. It is the sole responsibility of the
Consultant to determine their eligibility for providing this coverage and executing all required
documentation with its states of operation.
4. Professional Liability (Errors and Omissions) Insurance:
Consultant shall maintain a minimum limit of $1,000,000 each claim and annual aggregate, providing
coverage for all applicable professional services outlined in this Agreement.
5. Excess/Umbrella Liability:
Combination of primary and excess coverage may be used to achieve minimum required coverage limits.
Excess/Umbrella policy(ies) must follow form of the primary policies with which they are related to provide
the minimum limits and be verified as such on any submitted Certificate of Insurance.
D. Reference to Project and/or Contract
The City Project and/or Contract Number and project description shall be noted on the Certificate of Insurance.
E. Additional Insured
For all coverages required
, Employer s Liability and
Professional Liability), Consultant insurer(s) shall include the City and County of Denver, its elected and
appointed officials, agents, employees and volunteers as Additional Insureds by policy endorsement.
F. Waiver of Subrogation
For all coverages required under this Agreement, Consultant insurer(s) shall waive subrogation rights against
the City and County of Denver, its elected and appointed officials, agents, employees and volunteers by policy
endorsement.
G. Notice of Material Change, Cancellation or Nonrenewal
Each certificate and related policy shall contain a valid provision requiring notification to the Certificate Holder in
the event any of the required policies be canceled or non-renewed or reduction in required coverage before the
expiration date thereof.
1. Such notice shall reference the DEN assigned contract number related to this Agreement.
2. Said notice shall be sent thirty (30) days prior to such cancellation or non-renewal or reduction in required
coverage unless due to non-payment of premiums for which notice shall be sent ten (10) days prior.
3. If such written notice is unavailable from the insurer or afforded as outlined above, Consultant shall provide
written notice of cancellation, non-renewal and any reduction in required coverage to the Certificate Holder
within seven (7) business days of receiving such notice by its insurer(s) and include documentation of the
formal n
erification.
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Insurance Requirements for Aviation Professional Services Agreement OnCall Strategic and Financial Services - 20256158
Revised Jul 16, 2020

 H. Additional Provisions
1. Deductibles, Self-Insured Retentions, or any other type of retention are the sole responsibility of the
Consultant.
2. Defense costs shall be in addition to the limits of liability. If this provision is unavailable that limitation must
be evidenced on the Certificate of Insurance.
3. A severability of interests or separation of insureds provision (no insured vs. insured exclusion) is included
under all policies where Additional Insured status is required.
4. A provision that coverage is primary and non-contributory with other coverage or self-insurance maintained
by the City is included under all policies where Additional Insured status is required.
5. The insurance requirements under this Agreement shall be the greater of (i) the minimum limits and coverage
specified hereunder or (ii) the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the Lessee. It is agreed that the insurance requirements set forth herein shall not in any
way act to reduce coverage that is broader or that includes higher limits than the minimums set forth in this
Agreement.
6. All policies shall be written on an occurrence form. If an occurrence form is unavailable or not industry norm
for a given policy type, claims-made coverage will be accepted by the City provided the retroactive date is on
or before the Agreement Effective Date or the first date when any goods or services were provided to the
City, whichever is earlier, and continuous coverage will be maintained or an extended discovery period of
three years beginning at the time work under this Agreement is completed or the Agreement is terminated,
whichever is later.
7. Consultant shall advise the City in the event any general aggregate or other aggregate limits are reduced
below the required minimum per occurrence limits. At their own expense, and where such general aggregate
or other aggregate limits have been reduced below the required minimum per occurrence limit, the Consultant
will procure such per occurrence limits and furnish a new certificate of insurance showing such coverage
remains in force.
8. Certificates of Insurance must (i) specify the issuing companies, policy numbers and policy periods for each
required form of coverage, (ii) be issued and signed by an authorized entity and (iii) be submitted to the City
at the time Contractor signed this Agreement.
9. The insurance shall be underwritten by an insurer licensed or authorized to do business in the State of
Colorado and rated by A.M. Best Company as A- VIII or better.
10. Certificate of Insurance and Related Endorsements:
other proof of insurance that does not comply with all insurance requirements set forth in this Agreement
shall not act as a waiver of Consultant breach of this Agreement
under this Agreement.
ce certificate is subject to the approval
of DEN Risk Management. All coverage requirements specified in the certificate shall be enforced unless
waived or otherwise modified in writing by DEN Risk Management. Consultant is solely responsible for
ensuring all formal policy endorsements are issued by their insurers to support the requirements herein.
11. The City shall have the right to verify or confirm, at any time, all coverage, information or representations,
and the insured and its undersigned agent shall promptly and fully cooperate in any such audit the City may
elect to undertake.
12. No material changes, modifications or interlineations to insurance coverage required by this Agreement shall
be allowed without the review and written approval of DEN Risk Management.
13. Consultant shall be responsible for ensuring DEN is provided updated Certificate(s) of Insurance ten (10)
days prior to each policy renewal.
14. Consultant
ilure to maintain the insurance required by this Agreement shall be the basis for immediate
s sole discretion and without penalty to the City.

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Insurance Requirements for Aviation Professional Services Agreement OnCall Strategic and Financial Services - 20256158
Revised Jul 16, 2020

 Denver Board of Ethics
Webb Municipal Building
201 West Colfax, 2nd Floor - (2.H-13)
Department 703 (for U.S. Mail)
Denver, CO 80202-5330
p: 720.865.8412
f: 720.865.8419
Email: lori.weiser@denvergov.org
www.denvergov.org/ethics

August 27, 2020
Mr. Everett B. Martinez
Assistant General Counsel
DEN Legal
Everett.Martinez@flydenver.com
RE: Case 20-18

your request for advisory opinion/waiver concerning Gisela Shanahan

Dear Mr. Martinez,
On August 19, 2020, after discussing the matter with Ms. Gisela Shanahan, Ms. Cristal DeHerrera, and
you, the Denver Board of Ethics considered the request for an advisory opinion and waiver that you
submitted on July 30, 2020.
The facts as the Board understands them are as follows. Until recently, Gisela Shanahan was the Executive
She was employed
at DEN for more than six years and was the Executive Vice President and Chief Financial Officer since
2015. With the impact of the COVID-19 pandemic, Ms. Shanahan and her husband have decided to spend
more time on the east coast, where they have two sons, four grandchildren, and a home, with plans to
relocate permanently. Ms. Shanahan plans to continue working, and prior to leaving DEN, she received
several offers from aviation-related employers. One of these firms, Frasca & Associates, L.L.C.
aviation industry, and Ms. Shanahan accepted this opportunity.
Frasca currently acts as Financial Advisor to the City and County of Denver
, for bond issuance
and debt related matters, when the City issues bonds on behalf of DEN. This contract is held by the City
and procured through the Department of Finance. Neither DEN, nor Ms. Shanahan, had any role in the
selection or administration of this contract. When Frasca supports bond issuances and debt-related
Department of Finance.
While DEN is searching for an appropriate replacement for Ms. Shanahan as Chief Financial Officer, it is
anticipated that there will be the need to engage Ms. Shanahan through Frasca to provide advice to DEN
during the transition. The onboarding of a new Chief Financial Officer is expected to take more than a

Executive Director
Lori Weiser

Board Members
Joseph G. Michaels Chair
Dianne Criswell Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 year. Given her experience, Ms. Shanahan is in a unique position to provide this key financial advice and
consistency to the airport until it is able to select and onboard her replacement.
Subsequent employment is regulated by Section 2-64 of the Code of Ethics:
Sec. 2-64. Subsequent employment.
The purpose of this section is to avoid the actuality or appearance that employers who hire former
city officers or employees may get special treatment.
(a)

During six (6) months following termination of office or employment, no former officer,
official, or employee shall obtain employment outside of the city government in which he
or she will take direct advantage, unavailable to others, of matters with which he or she
took direct official action during his or her service with the city.

(b)

For one (1) year following termination of service with the city, no former officer, official,
or employee shall engage in any action or litigation in which the city is involved, on behalf
of any other person or entity, when the action or litigation involves an issue on which the
person took direct official action while in the service of the city.
-

52(b):
(b)

Direct official action means any action which involves:

(1)

Negotiating, approving, disapproving, administering, enforcing, or recommending for or
against a contract, purchase order, lease, concession, franchise, grant, business loan or
other similar instrument in which the city is a party. With regard to "recommending," direct
official action occurs only if the person making the recommendation is in the formal line
of decision making.

(2)

Enforcing laws or regulations or issuing, enforcing, or regulating permits, licenses, benefits
or payments;

(3)

Selecting or recommending vendors, concessionaires, or other types of entities to do
business with the city;

(4)

Appointing and terminating employees, temporary workers, and independent contractors.

(5)

Doing research for, representing, or scheduling appointments for an officer, official, or
employee, provided that these activities are provided in connection with that officer's,
official's, or employee's performance of (1) through (4) above.
-2Board Members
Joseph G. Michaels Chair
Dianne Criswell Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 Direct official action does not include acts that are purely ministerial (that is, acts which do not
affect the disposition or decision with respect to the matter). With regard to the approval of
contracts, direct official action does not include the signing by the mayor, the auditor, the manager
of finance or the clerk, as required by Charter, unless the mayor, auditor, manager of finance or
clerk initiated the contract or is involved in selecting the contractor or negotiating or administering
the contract. A person who abstains from a vote is not exercising direct official action.

whether the employee took direct official action with respect to the perso
it seeks to avoid the
appearance or actuality of a City employee selling to an employer or client his or her confidential
information and special relationships with colleagues and subordinates. Because Ms. Shanahan did not
take direct official action with respect to Frasca during her time with DEN, the Board has determined that
s Code of Ethics.
The question you have brought to the Board is more nuanced. That is, whether Ms. Shanahan
for DEN will constitute her taking direct advantage, unavailable to others, of matters of which she took
direct official action during her service with DEN, in violation of Section 2-64 of the Denver Code of
Ethics.
The Board has decided a number of prior cases where an officer, official, or employee retired from or left
the City and then came back on a contract basis to complete projects or assist with transitionary periods.
In case 15-28, the Board determined that:
. . . the principal problem which 2-64(a) appears intended to prevent is a conflict between the city
employer is also the city, that problem is alleviated.
-64(a) by City Council in
2007, at the request of the Board of Ethics, to clarify situations such as this. The prior conclusions reached
by the Board are that consulting is not prohibited, because it is not outside of the city government. These
opinions, however, are factually distinct because the prior employees privately contracted directly with
the City for additional services post-separation.
In this case, because
and not directly with
Ms. Shanahan, the Board believes that it is proper to consider granting a waiver pursuant to Section 254(f) of the Denver Code of Ethics, which states:
(f)
Waivers. Any current, former, or prospective officer, official, or employee may submit a
written request for a waiver of any provision of the code of ethics in advance of taking any action
-3Board Members
Joseph G. Michaels Chair
Dianne Criswell Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 that is subject to the waiver request. The board of ethics is empowered to grant a waiver if it finds
that the waiver will serve the best interests of the city. The board shall issue appropriate notice of
its meeting on the waiver and its meeting shall be open to the public. The board shall either issue
or deny the waiver in writing including a statement of reasons released to the public within six (6)
website.
knowledge and expertise concerning DEN is unmatched and that the challenges of the global pandemic
have made it even more critical that the airport have a trusted and experienced advisor during this period
of uncertainty. Ms. DeHerrera stated that to date, with respect to the search for a successor, there are no
other candidates of the caliber of Ms. Shanahan.
With the benefit of this discussion, the Board of Ethics agreed that it is in the best interest of DEN, and
therefore, the City and County of Denver, for Ms. Shanahan to be able to consult with DEN during this
transition period and until another Chief Financial Advisor can be onboarded. The Board noted that this
is an unprecedented time and that the aviation industry has been dramatically impacted by the effects of
the COVID-19 pandemic. The Board thus decided to grant a waiver, pursuant to Section 2-54(f) of Code
of Ethics, to allow DEN to contract with Frasca for
services.
The Board cautions Ms. Shanahan to continue to be diligent to avoid the disclosure of any confidential
information obtained while working for DEN and the City, understanding that not only is she guided to
do so by Section 2-68 of the Denver Code of Ethics, but that Frasca is an entity that is regulated by the
Securities and Exchange Commission.
Please understand that this advisory opinion and waiver from the Board of Ethics is based on the specific
facts presented in your request, and to the extent that different facts and circumstances exist or arise, the
Board's conclusions and opinion are subject to change. Accordingly, if the facts underlying your request
for an advisory opinion differ from those set forth here, the Board encourages you to return to the Board
for additional advice and guidance. We welcome the opportunity to continue a dialogue with you
regarding the issues outlined in your request for advisory opinion. In addition, if you or DEN have any
future questions about the application of the Denver Code of Ethics, we encourage you to contact the
Board.
The Board thanks you for submitting this request for advisory opinion and waiver, and thanks Ms.
Shanahan, Ms. DeHerrera, and you for participating in the Board meeting on August 19, 2020.
For the Board of Ethics:

-4Board Members
Joseph G. Michaels Chair
Dianne Criswell Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 Joseph G. Michaels
Chair

-5Board Members
Joseph G. Michaels Chair
Dianne Criswell Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith