REQUEST FOR PROPOSALS FOR DBE and ACDBE …solicitation shall be open to public inspection....

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REQUEST FOR PROPOSALS FOR DBE and ACDBE CONSULTING SERVICES RFP #2020-DBE/ACDBE SUBMISSION DUE: 4:00PM CENTRAL TIME, DECEMBER 2, 2019 Prepared by: Tulsa Airports Improvement Trust 7777 Airport Drive, A211 Tulsa, OK 74115 7777 Airport Drive, Ste A211 Tulsa, OK 74115 918.838.5000 I P 918.838.5199 I F www.flytulsa.com

Transcript of REQUEST FOR PROPOSALS FOR DBE and ACDBE …solicitation shall be open to public inspection....

Page 1: REQUEST FOR PROPOSALS FOR DBE and ACDBE …solicitation shall be open to public inspection. Oklahoma's Open Records Act may be found at 51 Oklahoma Statutes §25A.1 e( seq. (). All

REQUEST FOR PROPOSALS

FOR

DBE and ACDBE CONSULTING SERVICES

RFP #2020-DBE/ACDBE

SUBMISSION DUE: 4:00PM CENTRAL TIME, DECEMBER 2, 2019

Prepared by: Tulsa Airports Improvement Trust

7777 Airport Drive, A211 Tulsa, OK 74115

7777 Airport Drive, Ste A211 Tulsa, OK 74115

918.838.5000 I P 918.838.5199 I F

www.flytulsa.com

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Tulsa Airports Improvement Trust (TAIT) Request for Proposals (RFP)

AIRPORT DISADVANTAGED BUSINESS ENTERPRISE (DBE)

PROGRAM CONSULTING SERVICES 1. Request for Proposals: The Tulsa Airports Improvement Trust (TAIT) is seeking to obtain

Disadvantaged Business Enterprise (DBE) Consulting Services TAIT requests proposals from experienced firms to provide the needed services.

2. Services Requested: Attachment “A” Scope of Work describes the requested services.

3. Submittal Delivery: Applicants shall submit the following to TAIT, Attention: Sandra

Charon, ACDBELO, 7777 Airport Drive, A211, Tulsa, OK, 74115 not later than Monday, December 2, 2019 at 4:00 PM CT.

Applicants must provide one (1) signed original plus three (3) hard copies of the proposal in a sealed envelope, marked Airport DBE Consulting Services. TAIT will not accept solicitation submissions by fax or email. All submissions must be received by TAIT on or before the delivery deadline. TAIT will not accept submissions delivered after the deadline. TAIT will not credit delivery claims not clearly documented by original receipt.

4. Questions: TAIT will attempt to answer questions submitted in advance to: [email protected]. Deadline for questions is seven (7) days prior to the RFP proposal submission deadline. Copies of the solicitation, any/all addendums, and related information are available from TAIT’s website at: www.tulsaairports.com/about-us/business-opportunities . To ensure fair and objective evaluation, prospective Applicants are prohibited from contacting TAIT employees or officials, other than the designated point of contact, about the RFP prior to the submittal deadline.

5. Anticipated RFP Schedule: RFP Release Date: October 22, 2019 Deadline for proposal of questions: November 19, 2019 Request for Proposals Submission Deadline: December 2, 2019, 4:00 PM CT Award Notification (Approximate): December 06, 2019 Contract Effective Date: January 1, 2020

6. Disadvantaged Business Enterprise (DBE) Participation: Based on the absence of ready, willing, and able DBE consulting firms certified in the Oklahoma Unified Certification Program, TAIT will not set a DBE participation goal for this contract. However, TAIT desires to achieve, to the greatest extent possible, quality participation by certified DBE firms and encourages proposers to consider certification in the State’s UCP. TAIT affords no preference based upon the geographical area in which a DBE firm is located. TAIT shall have the authority to investigate allegations of discriminatory practices of applicant(s) who contract or seek to contract with TAIT.

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7. Submittals: The following shall be included in each submittal:

A. The Letter of Transmittal shall be addressed to Sandra Charon, DBELO and must, at aminimum, contain the following:

• Identification of Applicant that will have contractual responsibility with TAIT.Identification shall include legal name of company, corporate address, telephoneand fax number, and email address. Include name, title, address, email address,and telephone number ofthe contact person identified forthe period of proposalevaluation.

• Identification of all proposed subcontractors including legal name of company,contact person's name, title, address, phone number, fax number, and emailaddress; relationship between Applicant and subcontractors, if applicable.

• Acknowledgement of receipt of all RFP addenda, if any.• A statement to the effect that the proposal shall remain valid for a period of not

less than 120 days from the date of submittal.• Signature of a person authorized to bind Applicant to the terms of the proposal.• Signed statement attesting that all information submitted with the proposal is true

and correct.

All submissions MUST contain the following statements signed by the applicant or itsauthorized representative:

"By responding to this RFP, Applicant agrees to TAIT's Required ContractProvisions as provided in Attachment "B".

"Applicant agrees to use its Best Efforts to fully comply with the DBE Program,including all reporting requirements and any specific contract goals for DBEparticipation."

B. Technical Proposal

1. Qualifications, Related Experience and References ofApplicant

This section ofthe proposal shall establish the ability ofApplicant to satisfactorilyperform the required work by reasons of: experience in performing work of asimilar nature; demonstrated competence in the services to be provided; strengthand stability of the firm; staffing capability; work load; record of meetingschedules on similar projects; and supportive client references.

Applicant to:

a) Provide a brief profile of the firm, including the types of services offered;the yearfounded; form ofthe organization (corporation, partnership,limited liability company; sole proprietorship); state offormation oftheorganization; number, size and location of offices; and number ofemployees.

b) Provide a general description of the firm's financial condition and identifyany conditions (e.g., bankruptcy, pending litigation, planned officeclosures, impending merger) that may impede Applicant's ability tocomplete the project.

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c) Describe the firm's experience in managing ACDBE/DBE programssimilar to that solicited in this RFP, and highlight the participation in suchwork by the key personnel proposed for assignment to this project.

d) Identify subcontractors by company name, address, contact person,telephone number, email, and projectfunction. Describe Applicant'sexperience working with each subcontractor.

e) Provide as a minimum three (3) references for the projects cited asrelated experience, and furnish the name, title, address, telephonenumber, and email address of the person(s) at the client organization whois most knowtedgeable about the work performed. Applicant may alsosupply references from other work not cited in this section as relatedexpenence.

2. Proposed Staffing and Project Organization

This section of the proposal shall establish the method which will be used by theApplicant to manage the project as well as identify key personnel assigned.

Applicant shall:

a) Identify key personnel proposed to perform the work and include majorareas of subcontract work. Include the person's name, current location,proposed position for this project, current assignment, level ofcommitment to that assignment, availability for this assignment and howlong each person has been with the firm;

b) Furnish brief resumes (not more than two [2] pages each) for theproposed Project Manager and other key personnet that includeseducation, experience, and applicable professional credentials;

c) Include a project organization chart, which clearly delineatescommunication/reporting relationships among the project staff;

d) Include a statement that key personnel will be available to the extentproposed for the duration of the project acknowledging that no persondesignated as "key" to the project shall be removed or replaced withoutthe prior written concurrence of TAIT.

3. WorkPlan

Applicant shall provide a narrative, which addresses the Scope ofWork, andshows Applicant's understanding ofTAIT's needs and requirements.

Applicant shall:

a) Describe the approach to complete the work specified in the Scope ofServices (Attachment

"A"). The approach to the work plan shall be ofsuch detail to demonstrate the Applicant's ability to accomplish the projectobjectives and overall schedule;

b) Outline sequentially the activities that would be undertaken in completingthe services and specify who would perform them, and the hoursanticipated for each member of the project staff;

c) Identify methods that Applicant will use to ensure quality control as wellas budget and schedule control for the project;

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d) Identify any special issues or problems that are likely to be encounteredin this project and how the Applicant would propose to address them;

e) Applicant is encouraged to propose enhancements or procedural ortechnical innovations to the Scope of Services that do not materiallydeviate from the objectives or required content ofthe project.

4. Exceptions/Deviations

State any exceptions to, or deviations from, the requirements of this RFP. WhereApplicant wishes to propose alternative approaches to meet TAIT's technical orcontractual requirements, these shall be thoroughly explained. No deviations orexceptions are allowed to the contract, any deviations made to this contract mayresult in disqualification. A sample ofwhich is attached here to as Attachment"B".

C. Cost & Price ProoosalAs part of the cost and price proposal, the Applicant shall submit proposed pricing toprovide the services described in the scope of work.

The Applicant shall complete the "Price Summary Sheet" form included with this RFP(Attachment

"C"), and furnish any narrative required to explain the prices quoted in theschedules. It is anticipated that TAIT will issue a time and expense-price contractspecifying fully burdened hourly rates and anticipated expenses to complete the Scopeof Services.

D. Non-Collusion Affidavit, As part of the contract, each Applicant shall execute a Non-Collusion Affidavit. (Attachment

"B-1")

8. Selection Criteria: TAIT will make every effort to administer the RFP process in accordancewith the terms and dates discussed in this request for proposals. However, TAIT reservesthe right to modify the RFP process and dates as deemed necessary in its sole discretion.

TAIT will first evaluate and rank responsive submissions on the following technical criteriaand weighting factors. A submission may receive the maximum percentage, a portion ofthisscore, or no percentage at all, depending on the merit ofthe submission, as solelyjudged bythe Selection Committee.

TAIT will apply the following selection criteria and weighting factors to evaluate the RFPs:

I. Qualifications ofthe Firm -30%Technical experience in performing work of a closely similar nature; managing DBEprograms; experience working with public agencies; strength and stability of the firm;strength, stability, experience and technical competence of subcontractors;assessment by client references.

II. Staffing and Project Organization - 25%Qualifications of project staff, particularly key personnel and especially the ProjectManager; key personnel's level of involvement in performing related work cited in"Qualifications of the Firm" section; logic of project organization; adequacy of laborcommitment; concurrence in the restrictions on changes in key personnel.

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III. Work Plan - 25%Depth ofApplicant's understanding ofTAIT's requirements and overall quality ofwork plan; logic, clarity and specificity of work plan; appropriateness of resourceallocation; reasonableness of proposed schedule; utility of suggested technical orprocedural innovations.

IV. Cost and Price - 20%Reasonableness of the hourly rates; competitiveness with other offers received,adequacy of data in support of figures quoted.

During the review of the Proposals, TAIT may:

• Conduct reference checks relevant to the solicitation to verify any and all information,and rely on or consider any relevant information from such cited references in theevaluation of proposals;

• Seek clarification of a proposal or additional information from any or all Applicantsand consider same in the evaluation of proposals;

• Waive any requests or requirements if such waiver is in the best interest of TAIT; and• Request interviews/presentations with any, some, or all Applicants to clarify any

questions or considerations based on the information included in proposals;• Consider any supplementary information from interviews/presentations or other

sources in the evaluation.

9. Ownership of Responses and Costs for solicitation response preparation:

All proposals, proceedings, records, contracts, and other public documents relating to thissolicitation shall be open to public inspection. Oklahoma's Open Records Act may be foundat 51 Oklahoma Statutes §25A.1 e( seq. (www.oscn.net). All submissions and alldocumentation submitted therewith are TAIT property for all purposes. Applicants will clearlymark documents or information claimed exempt from public records disclosure andspecifically justify the exemption. Information deemed proprietary and/or confidential that isincluded in the proposal must be printed on pink paper. TAIT will not credit any blanketexemption claims lacking specific justification. TAIT does not guarantee the confidentiality ofsubmissions deemed by Proposer to be "proprietary and/or confidential" due to the limitedexceptions allowed underthe Oklahoma Open Records Act.

10. Effect: This Request for Proposals and any related discussions or evaluations by anyonecreates no rights or obligations whatsoever. TAIT may cancel or modify this solicitation atany time at will, with or without notice. Anything to the contrary notwithstanding, theProfessional Services contract executed by TAIT and the selected applicant, if any, is theexclusive statement of rights and obligations extending from this solicitation.

11. Point of Contact: All correspondence and other communications regarding thisprocurement shall be directed to TAIT, Attention: Sandra Charon, ACDBELO, 7777 E.Apache, RoomA211, Tulsa, OK, 74115, [email protected].

12. Conflicting Provisions: In the event of any conflict between this RFP and Attachment "A"

hereto, the provisions ofthe RFP shall prevail unless otherwise instructed. All forms andattachments of this RFP and those provided with Attachment "A" shall be submitted.

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13. Cancellation: TAIT reserves the right to cancel this RFP, accept or reject any/all proposals,waive requests or requirements as deemed in the best interest of TAIT, and re-advertise forany reason deemed in the best interest of TAIT.

14. Disputes: By submitting a response to this RFP, applicant agrees that (a) the law of theState of Oklahoma shall govern this solicitation and any subsequent agreement; (b) anydisputes arising from or relating to this RFP or subsequent agreement must be resolvedaccordingly; and (c) exclusive venue for any lawsuits or disputes arising from or relating tothis RFP or subsequent agreement shall be in the District Court for Tulsa County,Oklahoma.

15. Public Trust: Each applicant, sub-consultant, and any other tier sub-consultant, and theirofficers, directors and employees, hereinafter referred to as the "Interested ContractPersons," acknowledges that TAIT is a government entity serving the public and chargedwith public trust. As such, TAIT will be paying fees under this Contract with public funds andcertain types of actions including without limitation criminal activities and offenses involvingmoral turpitude by Interested Contract Persons may violate the public's trust. Accordingly,TAIT reserves the right to, in its sole discretion, pursue termination of this contract,termination of any affected sublease or subcontract, seek damages, and any other remediesavailable at law, in the event of a conviction of any one or more of the Interested ContractPersons orthe rendition of a civil judgment against any one or more ofthe InterestedContract Persons, for any crime or offense involving moral turpitude.

FAILURE TO COMPLETE THE ATTACHMENTS MAY RESULT IN DISQUALIFICATION.

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ATTACHMENT"C"SCOPE OF SERVICES

TAIT operates its DBE and ACDBE in compliance with 49 Code of Federal Regulations (CFR)Part 26 and 49 CFR Part 23 (the DBE and ACDBE regulations). SeehttDS://www.tulsaairDorts.com/about-us/business-diversitv-and-develDment for anoverview/description of the Airport's DBE programs.

The Tulsa Airports Improvement Trust (TAIT) seeks a qualified and experienced consultant toprovide on-call consulting services to support TAIT's Disadvantaged Business Enterprise (DBE)programs. These programs include DBE and Airport Concession Disadvantaged BusinessEnterprises (ACDBE).

The selected consultant will provide assistance to TAIT and TAIT's DBE Liaison Officer indrafting, implementing, and maintaining DBE and ACDBE programs in conformance with theDBE and ACDBE regulations taking into consideration the latest controlling legal precedent, andFAA and DOT guidance. The selected applicant will provide expert advice and consultingservices as requested.

The selected applicant's duties will include, but will not be limited to:

1. Annual review of TAIT's ACDBE/DBE program, manual, and forms to include anupdate as necessary based on changes in federal regulations, and/ororganizational changes. Deliverables include: electronic copies of the ACDBE andDBE program documents along with a written summary explaining changes made orconfirmation that no changes were needed; electronic copies of DBE solicitation andcontract templates.

2. The review, organization, presentation, and reporting of TAIT's triennialACDBE/DBE goal as required by the FAA. The consultant shall review and identifypotential ACDBE/DBE contracting opportunities for all FAA-funded projects (TAIT willprovide a list of FAA-funded projects budgeted each year for this analysis), develop theoverall triennial goal to ensure timely submission to the FAA, prepare all documentationand all necessary protocols to ensure public participation and consultation in theproposed goal, review progress toward this ACDBE/DBE goal annually and prepare ananalysis of compliance or non-compliance to ensure timely submission to the FAA.Deliverables include: Electronic copy of Overall Triennial ACDBE/DBE Goal andMethodology for FAA-funded projects, including a draft of the transmittal letters to theFAA, public notices, public consultation plan, community outreach notice; and allsupporting documentation used to calculate the annual ACDBE/DBE goal.

3. Project goal setting for professional services, construction projects, andconcession programs. The consultant shall provide the following services:• Determine the availability of ACDBE/DBE participation for individual projects by

reviewing the scopes of work/specifications and identifying potential contractingopportunities for ACDBE/DBE firms.

• Develop contract-specific goals based on the availability of ready, willing and ableACDBE/DBE firms.

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Deliverables include: Electronic copy of project specific goals.

4. Guidance and "bestpractices" on monitoring of actual ACDBE/DBE participation. Assist

in development of TAIT monitoring plan for ACDBE compliance, including all necessarytools to be used in monitoring concession contracts. Review TAIT's current DBEmonitoring efforts and offer feedback.

5. Preparation of annual reports for ACDBE/DBE awards and attainments to meet allfederal reporting requirements.

Duration: The initial contract term will be one (1) year with four (4) one-year renewal options atthe sole discretion of TAIT.

END OF SECTION

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ATTACHMENT"D"PRICE SUMMARY SHEET

SCHEDULE 1 - HOURLY RATE SCHEDULE

Enter below the proposed hourly rate(s) to perform work described in the Scope of Services,AttachmentA. Prices shall be fully-burdened rates to include all overhead costs, general,administrative and profit.

Key Personnel:

Other Labor Charges:

SCHEDULE II - OTHER DIRECT COSTS SCHEDULE

SCHEDULE III - ESTIMATED COST OF BASIC DELIVERABLES

Job Function Initial Term Hourly Rate(s)01/01/20-12/31/21

Option Term Hourly Rate(s)01/01/21-12/30/24

Project Manager 1- 1:Principal 1- 3_Analyst 1: _$_

Job Function (specify below) Initial Term Hourly Rate(s)01/01/20-012/31/20

Option Term Hourly Rate(s)01/01/21-12/31/24

1: 1_A_ A-J_ 1:

Type of ODC Quantity Unit Rate Budget Amount1.2.3.4.5.6.7.8.Additional ODC required and authorized by TAIT but not included in this Agreement will bereimbursed either (a)

"At Cost" OR (b) up to the applicable Current Rate listed in this ScheduleII, whichever is less.

Supporting documentation must accompany invoice.

DeliverabteInitial Term Estimate01/01/20-12/31/20

Option Term Estimate01/01/21-12/31/24

Construction Project Goal Calculation _$_ j_Concession Project Goal Calculation 1: 1_Annual Report Calculation ± J_

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SAMPLE CONTRACT

TULSA A1RPORTS 1MPROVEMENTTRUST

Professional Services AgreementF99-099

THIRD RUNWAY PROJECTTulsa International Aiport

By and Between

Tulsa Airports Improvement Trusta public trust organized under the laws ofthe State of Oklahoma

and

XYZ COMPANY, LLCan Oklahoma limited liability company

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ContentsSummaryofContract Provisions.................................................................................................... 1

Contract for Sublease SAMPLE Agreement - TUL Commercial Land............................................ 1

Recitals............................................................................................................................................ 1

Article One-Definitions................................................................................................................. 1

Section 1.1 Definitions................................................................................................................ 1

Section 1.2 Exhibits, Schedules and Appendices........................................................................ 2

ArticleTwo-Performance.............................................................................................................. 2

Section 2.1 Consultant's Undertaking......................................................................................... 2

Section 2.2 Time for Performance .............................................................................................. 2

Section 2.3 Available Information............................................................................................... 2

Section 2.4Additions and Deletions........................................................................................... 2

Section2.5 Rightsto Inventions or MaterialsGenerated UnderthisAgreement...................... 2

Section 2.6 Compliance with Laws and Regulations................................................................... 3

Section 2.7 Civil Rights Act of 1964, Title VI................................................................................ 3

Section 2.8 Disadvantaged Business Enterprise ("DBE") Assurances......................................... 4

Section 2.9 Nondiscrimination on the Basis of Disability Assurances ........................................ 5

Article Three - Compensation ........................................................................................................ 6

Section 3.1 Compensation .......................................................................................................... 6

Section 3.2 Additional Costs to TAIT........................................................................................... 6

Section 3.3 Access to Records and Reports................................................................................ 6

Section 3.4 Invoicing ................................................................................................................... 6

Article Four- Lobbying and Influencing Federal Employees.......................................................... 6

Section 4.1 Prohibition Against Payment.................................................................................... 6

Section 4.2 Disclosure of Lobby Activities................................................................................... 7

Article Five - Indemnity and Insurance.......................................................................................... 7

Section 5.1 Indemnity................................................................................................................. 7

Section 5.2 Insurance.................................................................................................................. 7

Article Six-Trade Restriction Clause ............................................................................................. 8

Section 6.1 Certification.............................................................................................................. 8

Section 6.2 Prohibition Against Award ...................................................................................... 8

Section 6.3 Agreement to Incorporate Provision ....................................................................... 8

i

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Section 6.4 Notice ofChanged Circumstances Required............................................................ 9

Section 6.5 Certification as Material Representation of Fact..................................................... 9

Section 6.6 No Additional Records Required.............................................................................. 9

Section 6.7 False, Fictitious, or Fraudulent Certification............................................................ 9

Article Seven-Termination............................................................................................................ 9

Section 7.1Termination byTAIT................................................................................................. 9

Section 7.2 On Breach byTAIT.................................................................................................... 9

Section 7.3 On Breach by Consultant.......................................................................................... 9

Article Eight-Additional Provisions............................................................................................. 10

Section 8.1 Contract NotAssignable......................................................................................... 10

Section 8.2 Amendments and Supplements............................................................................. 10

Section 8.3 Notices.................................................................................................................... 10

Section 8.4 NoJointVenture or Partnership ............................................................................ 11

Section 8.5 Severability............................................................................................................. 11

Section 8.6 Entire Agreement; Modification Hereof................................................................ 11

Section 8.7 Execution of Counterparts; Original Signatures..................................................... 11

SectionS.8 EffectofSaturdays,Sundaysand Legal Holidays................................................... 11

Section 8.9 Descriptive Headings; Table of Contents............................................................... 11

Section 8.10 Choice of Law; Enforcement................................................................................ 12

Section 8.11 Binding Effect....................................................................................................... 12

Section 8.12 Non-Collusion Certificate ..................................................................................... 12

Section 8.13 Dispute Resolution ............................................................................................... 12

Section 8.14 Federal Provisions ................................................................................................ 12

Signatures.................................................................................................................................. 13

ExhibitA........................................................................................................................................ 14

ExhibitB-1..................................................................................................................................... 15

ExhibitB-2..................................................................................................................................... 16

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Summary ofContract Provisions

F99-099

TAIT CONTRACT NUMBER: F99-099

TAIT AddressFor Courier or Notice Delivery

ConsultantAddress

Or:

Term ofAgreementa. Effective Dateb. Termination Datec. Term Renewal Options

Project Name

Scope of Work

ContractAmountLiquidated Damages

TAIT Project Number

Tulsa Airports tmprovement Trust7777 Airport Drive, Suite A211Tulsa, Oklahoma 74115Fax: 918-838-5199For Notice Only; noticeiaitulsaairports.comP.O.Box 581838Tulsa,OK 74158-1838

XYZCOMPANY, LLCAttn: Jane Doe1234 J.W. Short Taxiway.Anytown OK 99999-1234

janedoe@XYZ Corp.com

twenty (20) yearsJuly 1, 2018June 30, 2038one

THIRD RUNWAY PROJECT

See Exhibit A

$1,156.67

BR-549

^^:^.fs*»

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F99-099

Contract for Sublease SAMPLE Agreement - TUL Commercial Land

THIS AGREEMENT is made by and between the Tulsa Airports Improvement Trust, a

public trust, Tulsa, Oklahoma, created and existing pursuant to the laws of the State ofOklahoma, and XYZ COMPANY, LLC, an Oklahoma limited liability company.

Recitals

TAIT desires to obtain services foratTulsa International Aiport.

Consultant has experience in the services sought byTAIT, and the parties desire to enterinto this written Agreement that sets forth their understanding.

NOW THEREFORE, in consideration of the mutual covenants hereinafter contained to bekept and performed by the parties hereto, and upon the provisions and conditions hereinafterset forth, TAIT and Consultant hereby do agree as follows:

Article One - Definitions

Section 1.1 Definitions. In and throughout this Agreement, the following words shallhave the following meanings, respectively, unless the context clearly appears otherwise:

a. Agreement means this aereement for_;

b. Airport means Tulsa International Aiport;

c Authoritv means the Tulsa Airport Authority;

d. Citv means the City of Tulsa, Oklahoma, acting by and through the Authority;

e. Consultant means XYZ COMPANY, LLC, an Oklahoma limited liability company

e. Exhibit means all exhibits attached to this Agreement which are incorporatedherein by reference;

f. FAA means the Federal Aviation Administration of the United States, or anyfederal agency succeeding to its jurisdiction or function;

g. Notice to Proceed means a written communication from TAIT or its agent to theConsultant, stating the date on which the Consultant can begin Project work.The Notice to Proceed date marks the start date of performance under thisAgreement.

1

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F99-099

h. Proiect means this Project.

i. TAIT means Tulsa Airports Improvement Trust, a public trust.

Section 1.2 Exhibits, Schedules and Appendices. All Exhibits, schedules andappendices referred to herein and all Exhibits, schedules and appendices which may from timeto time be referred to in any duly executed amendment hereto, are or shall be incorporatedherein byreferenceand shall be deemed a part ofthisAgreement, as iffullysetforth herein.

Article Two -Performance

Section 2.1 Consultant's Undertaking. Consultant shall promptly, diligently and in agood and professional manner, in all respects to the satisfaction ofTAIT, perform the Projectdescribed on Exhibit "A" attached hereto in a manner consistent with that degree of care andskill ordinarily exercised by members of the same professional currently practicing under similarcircumstances.

Section 2.2 Time for Performance. The time for performance of Consultant'sservices under this Agreement shall commence upon a Notice to Proceed and be completed nolater than twenty (20) years thereafter unless sooner terminated as herein provided. Anycontinuation of this Agreement beyond TAIT's current fiscal year shall be conditional upon thecontinued appropriation of funds therefor.

Section 2.3 Available Information. TAIT, to the extent necessary, shall provide allinformation and personnel input to assist Consultant with the Project.

Section 2.4 Additions and Deletions. Authorization for additional work, or for adeletion from the work, shall be given in writing to Consultant by TAIT. Additional work may beof a limited extent and may consist of, but is not necessarily limited to, introduction of newwork beyond the stated or implied scope of this Agreement. Payment for additional work shallbe made on an hourly sum or other mutually agreed upon basis which shall be confirmed inwriting.

Section 2.5 Rights to Inventions or Materials Generated Under this Agreement.All rights to inventions and materials generated under this Agreement are subject toregulations issued by the FAA and TAIT and/or the City of Tulsa. All final work products, color

proofs, miscellaneous film, designs, reports, special studies, records and other data of anynature prepared under this Agreement shall become the property of TAIT, subject to the

provisions as hereinafter set forth:

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F99-099

a. Ownership. Upon full payment of all sums due Consultant under this Agreementand upon performance of all TAIT's obligations under this Agreement, all work

prepared by Consultant for this Project shall become the property of TAIT. Thisconveyance shall not deprive Consultant of the right to retain reproduciblecopies of the Project materials.

b. Transfer of Ownershio. Under no circumstances shall the transfer of ownershipof the Project materials be deemed to be a sale by Consultant and Consultantmakes no warranties, express or implied, of fitness for a particular purpose.

Section 2.6 Compliance with Laws and Regulations. The Consultant assures that itwill comply with pertinent statutes, Executive Orders and such rules as are promulgated toassure that no person shall, on the grounds of race, creed, color, national origin, sex, age, orhandicap, be excluded from participating in any activity condurted with or benefiting fromFederal assistance. This provision is in addition to that required by Title VI of the Civil Rights Actof1964.

Section 2.7 Civil Rights Act of 1964, Title VI. During the performance of thisAgreement, Consultant, for itself, its assignees and successors in interest (hereinafter referredto collectively as the "Consultant"), agrees as follows:

a. Comoliance with Regulations. The Consultant shall comply with the Regulationsrelative to nondiscrimination in federally assisted programs of the Department ofTransportation (hereinafter,

"DOT"), Title 49, Code of Federal Regulations, Part21, as they may be amended from time to time, (hereinafter referred to as theRegulations ), which are herein incorporated by reference and made a part of

thisAgreement.

b. Nondiscrimination. The Consultant, with regard to the work performed by itduring this Agreement, shall not discriminate on the grounds of race, color, ornational origin in the selection and retention of subcontractors including

procurements of materials and leases of equipment. The Consultant shall not

participate either directly or indirectly in the discrimination prohibited by Section21.5 of the Regulations, including employment practices when this Agreementcovers a program set forth in Appendix B of the Regulations.

c. Solicitations for Subcontracts, including Procurements of Materials_andEauipment. In all solicitations either by competitive bidding or negotiation madeby the Consultant for work to be performed under a subcontract, including

procurements of materials or leases of equipment, each potential subcontractoror supplier shall be notified by the Consultant of the Consultant's obligationsunder this Agreement and the Regulations relative to nondiscrimination on the

grounds of race, color, or national origin.

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d. Information and Reports. The Consultant shall provide all information andreports required by the Regulations or directives issued pursuant thereto andshall permit access to its books, records, accounts, other sources of informationand its facilities as may be determined by TAIT and/or the City of Tulsa or theFAA to be pertinent to ascertain compliance with such Regulations, orders, andinstructions. Where any information required of the Consultant is in theexclusive possession of another who fails or refuses to furnish this information,the Consultant shall so certify to TAIT and/or the City of Tulsa or the FAA, asappropriate, and shall set forth what efforts it has made to obtain theinformation.

e. Sanction for Noncomoliance. In the event of the Consultant's noncompliancewith the nondiscrimination provisions of this Agreement, TAIT and/or the City ofTulsa shall impose such sanctions as it or the FAA may determine to beappropriate, including but not limited to:

(1) Withholding of payments to the Consultant under this Agreement untilthe Consultant complies, and/or

(2) Cancellation, termination, or suspension of the Agreement in whole or in

part.

f. Incorooration of Provisions. The Consultant shall include the provisions of

paragraphs (a) through (e) in every subcontract, including procurements ofmaterials and leases of equipment, unless exempt by the Regulations ordirectives issued pursuant thereto. The Consultant shall take such action withrespect to any subcontract or procurement as TAIT and/or the City of Tulsa orthe FAA may direct as a means of enforcing such provisions, including sanctionsfor noncompliance. Provided, however, that in the event the Consultantbecomes involved in or is threatened with litigation with a subcontractor orsupplier as a result of such direction, the Consultant may request TAIT and/orthe City of Tulsa to enter into such litigation to protect the interests of TAITand/or the City of Tulsa and, in addition, the Consultant may request the UnitedStates to enter into such litigation to protect the interest of the United States.

Section 2.8 Disadvantaged Business Enterprise ("DBE") Assurances.

a. Policv. It is the policy of the DOT that Disadvantaged Business Enterprises asdefined in 49 CFR Part 26 shall have the maximum opportunity to participate inthe performance of contracts financed in whole or in part with federal fundsunder this Agreement. Consequently, the DBE requirements of 49 CFR Part 26apply to this Agreement. TAIT has adopted a DBE plan which shall be followed

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d.

e.

f.

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by the Consultant in performance of its services hereunder to the extent such

plan is applicable to Consultant and its performance hereunder.

DBE ObliBation. The Consultant and/or any of its subcontractors shall ensure

that Disadvantaged Business Enterprises as defined in 49 CFR Part 26 have themaximum opportunity to compete for and perform contracts under this

Agreement.

Contract Assurance. The Consultant and/or any of its subcontractors shall not

discriminate on the basis of race, color, national origin, or sex in the

performance of this Agreement. The Consultant shall carry out applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assistedcontracts.

Comoliance. Failure by the Consultant to carry out these requirements is amaterial breach of this Agreement, which may result in the termination of thisAgreement or such other remedy as TAIT deems appropriate.

Incorporation of Provisions.

paragraphs (a) through (c)subcontracting opportunities.

Consultant shall include the provisions ofin every subcontract which offers further

Promot Pavment. The Consultant agrees to pay a subcontractor under thisAgreement, if any, for satisfactory performance of its contract no later thanthirty (30) days from the receipt of each payment to Consultant from TAIT. Any

delay or postponement of payment from the above-referenced time frame may

occur only for good cause following written approval of TAIT. This clause appliesto both DBE and non-DBE subcontractors.

Section 2.9 Nondiscrimination on the Basis of Disability Assurances. During theperformance of this Agreement, Consultant agrees as follows:

a. Policv. It is the policy of the DOT that handicapped individuals as defined in 49

CFR Part 27 shall have the maximum opportunity to participate in the

performance of contracts financed in whole or in part with federal funds under

this Agreement. Consequently, the requirements of 49, CFR Part 27 apply to thisAgreement.

b. Handicao ObliRation. Consultant agrees to ensure that handicapped individuals

as defined in 49 CFR Part 27 have the maximum opportunity to participate in the

performance of contracts and subcontracts financed in whole or in part with

federal funds provided under this Agreement. In this regard, Consultant shalltake all necessary and reasonable steps in accordance with 49 CFR Part 27 to

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ensure that handicapped individuals have the maximum opportunity to competefor and perform contracts.

c. Compliance. Failure by the Consultant to carry out these requirements is amaterial breach of this Agreement, which may result in termination or suchother remedy as TAIT deems appropriate.

d. Incorporation of Provisions. Consultant shall include the provisions ofParagraphs (a) through (c) in every subcontract which offers furthersubcontracting opportunities.

Article Three - Compensation

Section 3.1 Compensation. For complete, diligent, faithful and professionalperformance of the services to be performed for the Project under the terms and conditions ofthis Agreement, TAIT shall pay to Consultant compensation in an amount not-to-exceed thesum of Thirteen Thousand Eight Hundred Eighty and 00/100 ($1,156.67) Dollars, which shallinclude reimbursement for all related travelexpenses.

Section 3.2 Additional Costs to TAIT. There shall be no additional costs to TAITunless such costs are pre-approved by TAIT in writing.

Section 3.3 Access to Records and Reports. Consultant shall maintain anacceptable cost accounting system. The Consultant agrees to provide TAIT and/or the City ofTulsa, the FAA and the Comptroller General of the United States or any of their duly authorizedrepresentatives access to any books, documents, papers and records of the Consultant whichare directly pertinent to the specific contract for the purpose of making audit examinationexcerpts and transcriptions. Consultant agrees to maintain all books, records and reportsrequired under this Agreement for a period of not less than three (3) years after final paymentis made and all pending matters are closed.

Section 3.4 Invoicing. For purposes of billing to TAIT, Consultant shall utilize a

progressive method of invoicing approved by TAIT. Such method of invoicing shall include thedate of the services performed, invoice to date totals, itemization of charges with supportingdata or documents, deduction for prior payment and current amount owing. Payment for any

professional services rendered hereunder shall be upon approved forms made by Consultant inaccordance with law.

Article Four - Lobbying and Influencing Federal Employees

Section 4.1 Prohibition Against Payment. No Federal appropriated funds shall be

paid by or on behalf of the Consultant to any person for influencing or attempting to influencean officer or employee of any agency, a member of Congress, an officer or employee of

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Congress, or an employee of a member of Congress in connection with the making of anyFederal grant and the amendment or modification of any Federal grant.

Section 4.2 Disclosure of Lobby Activities. If any funds other than Federalappropriated funds have been paid or will be paid to any person for influencing or attemptingto influence an officer or employee of any agency, a member of Congress, an officer oremployee of Congress, or an employee of a member of Congress in connection with any Federal

grant, the Consultant shall complete and submit Standard Form-LLL, "Disclosure of LobbyActivities," in accordance with its instructions.

Article Five - Indemnity and Insurance

Section 5.1 Indemnitv.

A. Consultant shall indemnify, defend, and hold harmless TAIT, the City, theAuthority and their appointed and elected officials, agents and employees against all liability,suits, claims, judgments, fines or demands (including attorney fees, court costs and expert fees)for damages to persons or property arising out of, resulting from, or related to the work

performed under this Agreement that are due to the negtigence or fault of the Consultant orthe Consultant's agents, representatives, subcontractors, or suppliers ("Claim" or "Claims").

B. TAIT or the Authority shall give Notice to Consultant of any Claim or Claims andConsultant shall defend same using counsel reasonably acceptable to TAIT.

C. The provisions of this section shall survive the expiration or termination of thisAgreement.

Section 3.2 Insurance. Without limiting Consultant's obligation to indemnify TAIT,City and the Authority as provided under Section 5.1 above, concurrently with the executionand delivery hereof, Consultant shall furnish to TAIT a certificate that Consultant has

professional liability insurance with combined single limit coverage of not less than One Millionand No/100 Dollars ($1,000,000.00). In addition to the foregoing, Consultant shall carry andkeep in force commercial general liability insurance in the amount of $1,000,000, including

automobile liability for owned, hired and non-owned vehicles, by an insurance companylicensed to do business in Oklahoma with limits of liability for personal injury or death to anyone person of not less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) andnot less than One Million and No/100 Dollars ($1,000,000.00) for any one occurrence involvinginjury or death to more than one (1) person; and property damage insurance with limits ofliability of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) and worker'scompensation insurance as required by law. Prior to the execution of this Agreement,Consultant shall provide a certificate of insurance coverage which shall provide that (i)insurance coverage shall not be canceled, changed in coverage, or reduced in limits without atleast thirty (30) days' prior written Notice to TAIT (10 days for non-payment of premium), (ii)

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TAIT, City and Authority and their appointed and elected officials, agents and employees arenamed as additional insureds on the Commercial General Liability and automobile liability

policies, (iii) the policies shall be considered primary as regards any other insurance coverageTAIT, City or Authority may possess, including any self-insured retention or deductible TAIT, Cityor Authority may have; any other insurance coverage TAIT, City or Authority may possess shallbe considered excess insurance only, (iv) the limits of liability for the automobile liabilitycoverage required herein are on an occurrence basis, and (v) the policy shall be endorsed with a

severability of interest or cross-liability endorsement, providing that the coverage shall act foreach insured and each additional insured as though a separate policy had been written for eachinsured or additional insured; provided, however, nothing contained herein shall act to increasethe limits ofliability.

Article Six - Trade Restriction Clause

Section 6.1 Certification. The Consultant, by submission of a proposal and orexecution of this Agreement, certifies (as more specifically set forth in 49 CFR §30.9)that it:

a. is not owned or controlled by one or more citizens of a foreign country includedin the list of countries that discriminate against U.S. firms published by the Office

ofthe United StatesTrade Representative;

b. has not knowingly entered into any contract or subcontract for this Project with

a person that is a citizen or national of a foreign country on said list, or is owned

or controlled directly or indirectly by one or more citizens or nationals of a

foreign country on said list;

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

Section 6.2 Prohibition Against Award. Unless the restrictions of this clause arewaived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be

awarded to a Consultant or subcontractor who is unable to certify to the above. If the

Consultant knowingly procures or subcontracts for the supply of any product or service of a

foreign country on said list for use on the Project, the FAA may direct through TAIT cancellationofthis Agreement at no cost to the Government.

Section 6.3 Agreement to Incorporate Provision. Consultant further agrees it will

incorporate this provision for certification without modification in each contract and in all lowertier subcontracts. The Consultant may rely on the certification of a prospective subcontractor

unless it has knowledge that the certification is erroneous.

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Section 6.4 Notice ofChanged Circumstances Required. Consultant shall provideimmediate written Notice to TAIT and the City of Tulsa if the Consultant learns that itscertification or that of a subcontractor was erroneous when submitted or has becomeerroneous by reason of changed circumstances. Subcontractors must agree to provide writtenNotice to the Consultant if at any time the subcontractor learns that its certification waserroneous by reason ofchanged circumstances.

Section 6.5 Certification as Material Representation ofFact. This certification is amaterial representation of fact upon which reliance was placed when making the award. If it islater determined that the Consultant or subcontractor knowingly rendered an erroneouscertification, the FAA may direct through TAIT cancellation of the contract or subcontract fordefault at no cost to the Government.

Section 6.6 No Additional Records Required. Nothing contained in the foregoingshall be construed to require establishment of a system of records in order to render, in goodfaith, the certification required by this provision. The knowledge and information of aConsultant is not required to exceed that which is normally possessed by a prudent person inthe ordinary course of business dealings.

Section 6.7 False, Fictitious, or Fraudulent Certification. This certificationconcerns a matter within the jurisdiction of an agency of the United States of America and themaking of a false, fictitious, or fraudulent certification may render the maker subject to

prosecution underTitle 18, United States Code, §1001.

Article Seven - Termination

Section 7.1 Termination by TAIT. This Agreement may be terminated for anyreason by TAIT at any time upon ten (10)days written Notice to Consultant. Ten (10) days afterreceipt of such Notice, Consultant jmmediately shall cease its performance hereunder and

proportionate payment will be made for all services rendered up to the date of termination onthe basis ofthe compensation provisions hereof.

Section 7.2 On Breach by TAIT. In the event TAIT shall fail to perform any of itsobligations hereunder, Consultant may give to TAIT ten (10) days written Notice defining suchbreach. In the eventofTAIT'sfailureto remedythe deficiencywithin ten (10) days of receipt ofsuch Notice, Consultant may, at its option, terminate this Agreement and thereupon shall beentitled to proportionate payment for services rendered prior to such Notice on the basis of thecompensation provisions hereof.

Section 7.3 On Breach by Consultant. In the event Consultant shall fail to performany of its obligations hereunder, at its option, TAIT may give Consultant written Notice definingsuch breach. In the event of the failure of Consultant to remedy any existing deficiency in its

performance or Consultant's failure to remedy any default within ten (10) days from receipt of

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such Notice, TAIT may suspend or terminate this Agreement. The duties and obligationsimposed by this Agreement and the rights and remedies available thereunder shall be inaddition to and not a limitation of any duties, obligations, rights and remedies otherwiseimposed or available by law. If the Agreement is terminated, TAIT may award a contract for theuncompleted portion of the Project or otherwise may proceed to obtain completion thereof. Ineither event, if the cost to TAIT exceeds the amount then due or unpaid hereunder, Consultantshall be liable for the deficiency.

Article Eight ~- Additional Provisions

Section 8.1 Contract Not Assignable. This is a contract for qualified personnel andwithout TAIT's prior written consent, the Agreement shatl not be assigned by Consultant eitherin whole or in part.

Section 8.2 Amendments and Supplements. This Agreement may be amendedand/or supplemented only in writing with the mutual consent of the parties.

Section 8.3 Notices. All notices, certificates, statements, demands, requests,consents, approvals, authorizations, offers, agreements, appointments, designations or othercommunication which may be or are required to be given by either party thereto to the otherunder this Agreement shall be made pursuant to the form, method, and receipt provisionsbelow ("Notice"):

(a) Form of Notice. All Notices, requests, Claims, demands and othercommunications regarding any terms or conditions under this Agreement shall be in writing.

(b) Method of Notice. All Notices shall be given:i. by delivery in person; orii. by a nationally recognized next day courier service; oriii. by first class, registered or certified mail, postage prepaid; oriv. byfacsimile; or,v. by electronic mail,to the address of the party specified below:

if to TAIT or the Authority:

Tulsa Airports Improvement TrustAttention: Airports CEO7777 Airport Drive, Suite A217Tulsa,OK [email protected]

and ifto Consultant:

XYZCOMPANY.LLCATTN:JaneDoeSuite 999 1234 J.W. ShortTaxiway.Anytown, OK 99999-1234

janedoe@XYZ Corp.com

or such other address as either party may specify in writing pursuant to the Notice

provisions contained in this section.

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(c) Receipt of Notice. All Notices shall be effective upon (i) receipt by the party towhich Notice is given, or (ii) on the third (3rd) day following mailing, whichever occurs first.Notices shall be deemed to have been duly given (a) when delivered in person, (b) uponconfirmation of receipt when transmitted by facsimile transmission or by electronic mail (but, inthe case of electronic mail, only if followed by transmittal by hand or a national overnightcourier for delivery on the next business day), (c) upon receipt after dispatch by registered orcertified mail, postage prepaid or (d) on the next business day if transmitted by nationalovernight courier (with confirmation of delivery).

Section 8.4 No JointVenture or Partnership. This Agreement shall not be deemedor construed (a) to create any relationship ofjoint venture or partnership between the parties,(b) to give TAIT any interest in the business of the Consultant, or (c) to grant to the Consultantany powers as an agent or representative of TAIT for any purpose or to bind TAIT. TheConsultant shall be an independent contractor owning and operating its business as hereindescribed.

Section 8.3 Severability. In the event any terms, covenants, conditions or provisionsof this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other term, covenant, conditionor provision hereof.

Section 8.6 Entire Agreement; Modification Hereof. This Agreement expresses theentire understanding of TAIT and Consultant concerning the subject matter hereof and allagreements of TAIT and of Consultant with each other. Neither TAIT nor Consultant has madeor shall be bound by any agreement or any representation to the other concerning the subjectmatter which is not set forth expressly in this Agreement. This Agreement may be modifiedonly by a written agreement of subsequent date hereto signed by TAIT and Consultant.

Section 8.7 Execution of Counterparts; Original Signatures. This Agreementsimultaneously may be executed in several counterparts, each ofwhich will be an original andall of which constitute but one and the same instrument. The facsimile, email or otherelectronically delivered signatures of the parties are deemed to constitute original signatures,and facsimile or electronic copies hereof are deemed to constitute duplicate originals.

Section 8.8 Effect of Saturdays, Sundays and Legal Holidays. Whenever thisAgreement requires any action to be taken on a Saturday, Sunday or a legal holiday, such actionshall be taken on the first business day occurring thereafter in the place where the action is tobe taken. Whenever in this Agreement the time within which any action is required to betaken, or within which any right will lapse or expire, shall terminate on a Saturday, Sunday or alegal holiday, such time shall continue to run until 11:59 p.m. on the next succeeding businessday.

Section 8.9 Descriptive Headings; Table ofContents. The descriptive headings ofthe Sections of this Agreement and any Table of Contents annexed hereto or copies hereof, areinserted or annexed for convenience or reference only and do not constitute a part of this

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Agreement, and shall not affect the meaning, construction, interpretation or effect of thisAgreement.

Section 8.10 Choice ofLaw; Enforcement. This Agreement shall be construed andenforced in accordance with the laws of the State of Oklahoma.

Section 8.11 Binding Effect. This Agreement shall inure to the benefit of and shall bebinding upon TAIT, Consultant and their respective successors and assigns.

Section 8.12 Non-Collusion Certificate. Concurrently with execution of thisAgreement, Consultant shall execute the Non-Collusion Certificate, attached hereto as Exhibit

B," which is incorporated as a part of this Agreement by this reference.

Section 8.13 Dispute Resolution. In the event that a conflict cannot be resolvedbetween the parties, TAIT and Consultant agree that all disputes arising out of or relating to thisAgreement or the Project shall be first submitted to non-binding mediation, unless the partiesmutually agree otherwise. The mediation shall be in accordance with the Construction IndustryMediation Rules of the American Arbitration Association currently in effect. Request formediation shall be filed in writing with the other party to this Agreement and shall include a listof no less than three nor more than six names, addresses and qualifications of industry-experienced mediators which the filing party will accept to conduct the mediation. Mediationshall proceed in advance of legal or equitable proceedings, which shall be stayed pendingmediation for a period of 60 days from the date of filing, unless stayed for a longer period byagreement of the parties or court order. The mediator's fee and any filing fees shall be sharedequally between the parties. The mediation shall be held in the place where the Project islocated, unless another location is mutually agreed upon. Agreements reached in mediationshall be enforceable as settlement agreements in any court having jurisdiction thereof.

Section 8.14 Federal Provisions. This Agreement is subject and subordinate to theterms, reservations, restrictions and conditions of any existing or future agreements betweenTAIT and/or the City of Tulsa and the United States, the execution of which has been or may berequired as a condition precedent to the transfer of federal rights or property to the City forAirport purposes, and the expenditure of federal funds for the extension, expansion ordevelopment of the Airport.

[SIGNATURES ON FOLLOWING PAGE]

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Signatures

IN WITNESS WHEREOF, the parties have entered into this Agreement at Tulsa,

Oklahoma, this_ day of_,20_.

TULSAAIRPORTS IMPROVEMENTTRUST

Alexis Higgins, AAEAirports CEO

By:.Chairman

ATTEST:

Rev. 01-30-2018Docid#0001291

XYZ COMPANY, LLC

By:

Title:

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ExhibitA

Attach Scope ofWork

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Exhibit B-l

AIRPORT IMPROVEMENT PROGRAM (AIP)STATE OF OKLAHOMA

NON-COLLUSION CERTIFICATE

I hereby certify that 1 am a duly authorized representative of the firm XYZ COMPANY, LLC and

that neither 1 nor the above firm has:

a. Employed or retained for a commission, percentage, brokerage,contingent fee or other consideration any firm or person (other than abona fide emptoyee working solely for me or the above Consultant) tosolicit or secure this Agreement;

b. Agreed, as an express or implied condition for obtaining this contract, toemploy or retain the services of any firm or person in connection withcarrying out this Agreement; or

c. Paid or agreed to pay to any firm, organization or person (other than abona fide empioyee working solely for me or the above Consultant) anyfee, contribution, donation, or consideration of any kind for, or inconnection with, procuring or carrying out this Agreement except asherein expresslystated (ifany).

Consultant further certifies by submission of its proposal or acceptance of this Agreement, that

neither it nor its principals is presently debarred, suspended, proposed for debarment, declared

ineligible or voluntarily excluded from participation in this transaction by any Federal department or

agency. Consultant further agrees it will include this clause without modification in all lower tier

transactions, solicitations, proposals, contracts and subcontracts. Where the Consultant or any lower

tier participant is unable to certify to this statement, it shall attach an explanation to this Agreement.

1 acknowledge that this certificate is to be furnished to the Federal Aviation Administration of

the United States Department of Transportation, if this contract involves participation of Airport

Improvement Program ("AIP") funds, and that this certificate is made subject to applicable state and

federal laws, both criminal and civil.

Date Name

Title

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STATE OF

Exhibit B-2

AFFIDAVIT OF CLAIMANT

ssCOUNTl'OF

The undersigned person, of lawful age, being first duly sworn on oath, says that the invoices tobe submitted pursuant to this Agreement with the Tulsa Airports Improvement Trust will betrue and correct. Affiant further states that the work, services or materials furnished will be

completed or supplied in accordance with the plans, specifications, orders, requests or contractfurnished or executed by the affiant. Affiant further states that (s)he has made no paymentdirectly or indirectly to any elected official, officer or employee of the City of Tulsa or of any

public trust where the City of Tulsa is a beneficiary, or money or any other thing of value toobtain payment ofthe invoice or procure the contract or purchase order pursuant to which aninvoice is submitted.

XYZCOMPANY,LLC

By:.

Title:

Subscribed and sworn to before me this day of

Notary Public

- Commission No.

Expiration Date:

THIS SIGNED AND NOTARIZED AFFIDAVIT MUST BERETURNED WITH THIS AGREEMENT