Attachment A - Form of Agreement RFP 250004.pdf

NOTE: CONTRACTOR MUST INCLUDE ANY PROPOSED EXCEPTIONS TO THIS FORM OF AGREEMENT IN

CONTRACTOR’S SOLICITATION SUBMITTAL UNDER THE “EXCEPTIONS” TAB. EXCEPTIONS NOT

INCLUDED/IDENTIFIED IN THE CONTRACTOR’S SOLICITATION SUBMITTAL WILL NOT BE CONSIDERED, AND CONTRACTOR WILL BE REQUIRED TO PERFORM IN ACCORDANCE WITH THIS FORM OF AGREEMENT.

FORM OF AGREEMENT

PROFESSIONAL SERVICES AGREEMENT

FOR

FINANCIAL CONSULTING SERVICES

BETWEEN

WAYNE COUNTY AIRPORT AUTHORITY

AND

<CONTRACTORNM>

Solicitation No. 250004

Contract No. [xxxxxxxxx]

Table of Contents

1. SCOPE OF WORK

2. ADMINISTRATION

3. PAYMENT BY THE AIRPORT AUTHORITY

4. TERM; AMENDMENTS

5. INDEMNIFICATION

6. INSURANCE

7. ASSIGNMENT; TRANSFER; SUBCONTRACTING; SBE PARTICIPATION

8. WAIVER OF DEFAULT OR BREACH

9. RELATIONSHIP OF PARTIES; PUBLICITY

10. NONEXCLUSIVE AGREEMENT

11. OWNERSHIP OF DOCUMENTS AND MATERIALS; RESPONSIBILITY FOR LOSS OR

DAMAGE OF DOCUMENTS AND MATERIALS

12. THE CONTRACTOR’S RECORDS; ACCESS TO RECORDS; AUDITING

13. DISPUTES

14. TERMINATION OF THIS AGREEMENT; BANKRUPTCY OR INSOLVENCY

15. FEDERAL GOVERNMENT AGREEMENTS

16. NATIONAL EMERGENCY

17. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

18. STATE AND FEDERAL REQUIRED NONDISCRIMINATION PROVISIONS FOR ALL

CONTRACTS

19. HUMAN TRAFFICKING

20. LICENSES AND PERMITS

21. FORCE MAJEURE

22. SUCCESSORS

23. CONFIDENTIAL INFORMATION

24. JURISDICTION AND GOVERNING LAW

25. NOTICES

26. MISCELLANEOUS

27. ENTIRE AGREEMENT

EXHIBIT A – SCOPE OF SERVICES

EXHIBIT B – FEES

AGREEMENT FOR FINANCIAL CONSULTING SERVICES

This Agreement is entered into this [__ day of ______________, 2025] (the “Effective Date”), between the Wayne County Airport Authority, a public body corporate, with principal offices located at 11050 Rogell Drive #602, Detroit Metropolitan Wayne County Airport, Detroit, Michigan 48242 (the “Airport Authority”), and <ContractorNm>, a [State] [type of corporate entity], with offices located at [address] (the “Contractor”). The Airport Authority and the Contractor may each be referred to individually as a “Party,” or collectively as the “Parties”.

WHEREAS, pursuant to amendment to the Michigan Aeronautics Code, being the Public Airport Authority Act, MCL 259.108 - 259.125c, the Airport Authority operates and maintains the Detroit Metropolitan Wayne County Airport and Willow Run Airport (together, the “Airport”), and has the authority to grant rights and privileges and enter into all contracts and agreements necessary to the performance of its duties with respect to the Airport;

WHEREAS, the Airport Authority requires a Contractor to provide Financial consulting services and issued Request for Proposals No. 25004 (the “RFP”), which is referenced in and made part of this Agreement; and

WHEREAS, the Contractor desires to perform such services, and submitted a Proposal in response to the Airport Authority’s RFP, which Proposal is dated ____________, and is referenced in and made part of this Agreement (the “Proposal”).

NOW, THEREFORE, in consideration of the premises and mutual undertakings of the

Parties hereto, it is agreed as follows:

1. SCOPE OF WORK

A. The Airport Authority hereby engages the Contractor, who agrees to faithfully and diligently perform the services described in Exhibit A, the RFP, which is hereby incorporated by reference as if fully restated herein, and the Proposal, which is hereby incorporated by reference as if fully restated herein (together, the “Services”) in accordance with the terms and conditions of this Agreement, and to the complete satisfaction of the Airport Authority’s Chief Executive Officer (the “CEO”) or his or her designee.

B. The Contractor will only use experienced personnel to provide the required Services and agrees that all such personnel are qualified and authorized to perform under the state and local laws and governing professional association rules where the employee is employed. The Contractor agrees to assign specific individuals to the key positions. The Contractor agrees that once assigned to work under this Agreement, key personnel and any approved subcontractors shall not be removed or replaced without written notice to and written approval from the Airport Authority. If key personnel or subcontractors are not available for work under the Agreement for a continuous period exceeding thirty (30) calendar days or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the Airport Authority, and shall, subject to the concurrence of the Airport Authority, replace such personnel with personnel of substantially equal ability and qualifications.

If the Airport Authority has concerns or objections regarding any Contractor personnel, the Airport Authority shall bring the matter to the attention of the Contractor for appropriate resolution. The Contractor agrees to remove any personnel who do not perform satisfactorily. Whenever an employee assigned to this Agreement must be replaced for any reason, the Contractor must supply an acceptable replacement as soon as possible and agrees not to substitute a lower classified employee to perform without obtaining prior written Airport Authority approval.

C. The Services shall be subject to the approval and acceptance by the Airport Authority through its Chief Executive Officer or his or her designee.

D. In the event there is a dispute between the Parties regarding the extent and character of the Services to be performed, or whether a provision of, or clause in, this Agreement, the RFP, the Proposal, or some combination thereof shall apply, the interpretation and determination of the Airport Authority shall govern.

E. The Airport Authority’s Chief Executive Officer, or his or her designee, will act as a project manager who will work with the Contractor to monitor progress under this Agreement, including work to be performed pursuant to this Agreement and any amendments to this Agreement.

F. The Contractor warrants all goods and software used in providing the Services against functional, design and workmanship defects. In the event defects become evident, the Contractor will furnish replacement goods or software, as applicable, and labor as necessary, at no cost to the Airport Authority. The warranty period, inclusive of workmanship and labor, shall be a minimum of 24 months from the date of the Airport Authority’s acceptance.

G. The Contractor may determine employees' daily working hours. When the employees are working in or about an Airport Authority facility, the Contractor agrees to adjust its employees' daily working hours to be the same as those worked by Airport Authority employees working at the facility, or as otherwise agreed to with the Airport Authority.

2. ADMINISTRATION

The Contractor must inform the Airport Authority as soon as the following types of conditions become known:

A. Probable delays or adverse conditions that do or may materially prevent the meeting of the objectives of this Agreement. The Contractor must accompany this disclosure with a statement of any remedial action taken or contemplated by it; and

B. Favorable developments or events which enable meeting time related milestones or goals sooner than anticipated.

The Contractor must maintain the organizational and administrative capacity to carry out all its duties and responsibilities and understands and agrees that time is of the essence under this Agreement.

3. PAYMENT BY THE AIRPORT AUTHORITY

A. In consideration for all Services the Contractor is required to perform under this Agreement, the Airport Authority agrees to pay the Contractor a not to exceed amount of [$_____________]. Costs shall be paid to the Contractor based upon the amounts, fees and rates set forth in Exhibit B, which is attached to and made a part of this Agreement.

B. The Airport Authority will pay the Contractor for the proper performance of the Services, commensurate with the progress of the work as evidenced by the timely performance of the Services and upon receipt and approval of an invoice, provided that: (i) such invoice is submitted electronically to AP@wcaa.us; (ii) the invoice certifies the cost of the Services (a) rendered to date and (b) for that billing period; (iii) describes the Services rendered. The Contractor must sign the invoice and send it to the Airport Authority for each calendar month.

C. Final billing under this Agreement shall be submitted in a timely manner but not later than six months after completion of the Services. Billings for work submitted later than six months after completion of the Services will not be paid.

D. If the Services, or any part thereof, are terminated before being completed, the Airport Authority shall pay the Contractor for the percentage of the work that has been completed up to the time of termination and accepted by the Airport Authority. In no case shall the compensation paid to the Contractor for the Services under this provision exceed the amount the Contractor would have received had the Services, or the terminated portion of the Services, been completed. No amount shall be allowed for anticipated profits or unperformed Services.

4. TERM; AMENDMENTS

A. Term: The term (“Term”) of this Agreement shall be a period of three (3) years, commencing on June 15, 2025, and terminating on June 14, 2028, unless terminated sooner pursuant to the terms of this Agreement. The Airport Authority shall have the option, at its sole discretion and by and through the CEO, to extend the term of this Agreement for two (2) additional one-year periods.

B. Amendments: No amendment to this Agreement is effective unless it references this Agreement, is written, is signed and acknowledged by duly authorized representatives of both parties, and if required by the Airport Authority, approved by the board members of the Airport Authority.

5. INDEMNIFICATION

To the fullest extent permitted by law, the Contractor agrees to protect, defend, hold harmless, and indemnify the Airport Authority, including its officers, agents, and employees, from and against all claims, just or unjust, whether legal or equitable, damages (direct or consequential), liquidated damages, losses, liabilities, demands, liens, payments, suits, actions of any kind, recoveries, judgments and expenses, including investigation fees, attorney fees (including attorney’s fees to enforce this indemnification provision), expert fees, interest, sanctions and court costs, which are made or brought by anyone, including but not limited to the contracting vendor or lessee, its officers, employees, representatives, suppliers, invitees, contractors, agents, or other third parties, or recovered against the Airport Authority, by reason of or resulting from or alleged to have resulted from, or incident to, including but not limited to, any injury, including death, damage, loss, or occurrence arising out of, or alleged to have arisen out of, or incident to, or resulting from, the performance or omission or non-performance of this Agreement, or occupancy of Airport Authority owned property or other property upon which work is performed under this Agreement, regardless of whether or not caused in whole or in part by any act, omission, fault, breach of contract, or negligence of the Airport Authority.

The Contractor shall not, however, be obligated to indemnify the Airport Authority for any damage or injuries caused by or resulting from the sole negligence of the Airport Authority.

mailto:AP@wcaa.us

The Contractor’s obligations set out in the preceding paragraphs shall survive the termination of this Agreement.

6. INSURANCE

A. Types and Amounts: The Contractor (and each subcontractor), at its own expense and in its own name, must provide and keep in force during the Term of this Agreement, the following types of insurance in not less than the amounts indicated below, with a financially responsible insurance company or companies licensed to conduct business in the State of Michigan and satisfactory to the Airport Authority:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than 1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $500,000 per accident for bodily injury or disease.

4. Network Security Errors and Omissions Insurance, which includes privacy breach coverage for the named insured and third parties and third-party crime coverage with a minimum limit of not less than Two Million Dollars ($1,000,000.00) per occurrence. Coverage shall be primary and non-contributory.

5. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractor’s profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate.

B. Additional Insureds: The Wayne County Airport Authority and the County of

Wayne, their directors, officers, officials, employees, and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor, Automobile Liability Insurance policies, and, if required, Pollution Liability Insurance policies. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance. This should include primary/non-contributory additional insured status and also include an additional insured completed operations endorsement for any services, installation or construction work performed.

C. Waiver of Subrogation: As permitted by law, Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Airport Authority for all work performed by the Contractor, its employees, agents and subcontractors.

D. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 with respect to the Airport Authority, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Airport Authority, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Airport Authority requires and shall be entitled to the broader coverage and /or higher limits maintained by the Contractor. Any available insurance proceeds on excess of the specific minimum limits of insurance and coverage shall be available to the Airport Authority.

E. Insurer Rating: All insurance policies must be issued by recognized, responsible insurers licensed or approved by the Insurance Bureau of the State of Michigan and shall have a financial rating no lower than A-VII as rated by AM BEST, or an equivalent rating by an acceptable recognized agency.

F. Cancellation Notice: Each policy required hereunder must provide for at least 30 days (10 days for nonpayment) unconditional advance written notice to the Airport Authority prior to any cancellation of, or material change in, the terms of insurance and/or coverage afforded by the policy. This must be indicated on the Certificate of Insurance.

G. Proof of Insurance: At the time this Agreement is returned to the Airport Authority for execution, and by at least 15 days prior to the expiration date of any expiring policies, the Contractor must file with the Airport Authority’s Procurement Department, either a certified copy of each insurance policy required by the Airport Authority in the preceding paragraphs, or a certificate of insurance, as evidence of the Contractor’s compliance with this Section; provided, however, that within thirty (30) days following the written request of the Airport Authority, the Contractor will replace any insurance certificate with a certified copy of each insurance policy.

The Airport Authority reserves the right to request complete copies of any insurance policies required by this Agreement if deemed necessary to ascertain the details of coverage not provided by the Certificates. Such copies shall be "Originally Signed Copies" and so designated. The Contractor shall provide complete copies of any insurance policies no later than thirty (30) days following the request of the Airport Authority. The certificate holder box must read as follows:

Wayne County Airport Authority and the County of Wayne, Procurement Department, Michael Berry Administration Building, 11050 Rogell Drive, #602, Detroit, Michigan 48242.

H. Subcontractors: The Contractor’s insurance shall cover all liabilities from subcontractor work. Further, Contractor shall require and verify that all subcontractors maintain insurance satisfying all the stated requirements, and Contractor shall ensure that the Wayne County Airport Authority and the County of Wayne, their officers, officials, employees, and volunteers are to be covered as additional insureds on insurance required from subcontractors.

I. The Contractor’s compliance with this Section is a continuing obligation during the Term of this Agreement. If any of the required insurance policies are terminated or canceled during the Term of this Agreement, the Contractor will cease operations until such insurance is reinstated.

7. ASSIGNMENT; TRANSFER; SUBCONTRACTING; SBE PARTICIPATION

A. Assignment and Transfer: No assumption or takeover of any of the Contractor's duties, responsibilities, or obligations, or performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration, may occur without the Airport Authority's express, prior, written approval, through its Chief Executive Officer. If such assignment, assumption, takeover, or unauthorized performance occurs without such prior written approval, and adversely impacts the Contractor's performance of the services required under this Agreement, then the Airport Authority may terminate this Agreement under the subsection entitled "Termination for Default."

If such assignment, assumption, takeover, or unauthorized performance occurs without such prior written approval but does not adversely impact the Contractor's performance of the services required under this Agreement, then the Airport Authority may terminate this Agreement without notice to the Contractor.

B. Subcontracting: The Contractor must include the following provisions in each subcontract: (i) The subcontractor understands and agrees that the Contractor has the sole responsibility for payment of services rendered by the subcontractor under this Agreement. In the event of Contractor's insolvency or cessation of operations, subcontractor's sole recourse shall be against the Contractor; and (ii) the Subcontractor understands and agrees that the Airport Authority is not liable for or responsible for payment of any the services provided under the subcontract.

C. SBE Participation: The Contractor understands that it is the policy of the Airport

Authority that Certified Small Business Enterprises (each, an “SBE”) should have the maximum practical opportunity to participate in the performance of contracts at the Airport. Accordingly, during the Term of this Agreement, the Contractor commits and agrees to Certified SBE participation goal of 20% in the goods or services provided under this Agreement (the “Certified SBE Commitment”).

The Contractor hereby agrees, for the Term of this Agreement, to meet the Certified SBE Commitment. Certified SBE participation toward the Certified SBE Commitment shall be measured as the total value of any goods or services provided by Certified SBEs under this Agreement, inclusive of all amendments, modifications and change orders. The Certified SBE Commitment may be met by the Contractor’s status as a Certified SBE, by joint venture with one or more Certified SBEs, by subcontracting a portion of the Agreement to one or more Certified SBEs, by purchasing materials used in the performance of the Agreement from one or more Certified SBEs, or by any combination of the foregoing. The Contractor’s failure to meet the Certified SBE Commitment shall be sufficient cause for the Airport Authority to terminate this Agreement. The Airport Authority has sole and absolute discretion to determine whether the Contractor has achieved its Certified SBE Commitment. The Contractor must use any such forms as are required and made available by the Airport Authority to demonstrate that the Contractor has met the Certified SBE Commitment.

The Contractor may neither terminate a Certified SBE, reduce the scope of work to be performed by a Certified SBE, nor decrease the payment to a Certified SBE, without in each instance (i) having just cause (termination for convenience is not permissible); (ii) making all reasonable efforts to find another Certified SBE subcontractor to substitute for the original Certified SBE (these reasonable efforts must be directed at finding another Certified SBE to perform at least the same amount of work or service under the Agreement as the Certified SBE that was terminated, to the extent needed to meet the Contractor’s Certified SBE participation commitment); and (iii) receiving the prior written approval of the Airport Authority’s Chief Executive Officer or their designee in all instances.

The Contractor must submit to the Airport Authority, on or before the fifteenth (15th) day of each month during the term of this Agreement, a duly certified monthly SBE progress report, on forms prescribed by the Airport Authority, showing all SBE participation in the in the goods or services provided under this Agreement during the prior month of operation. The certification must be made by an official of the firm who is responsible for the Contractor’s financial records.

SBE progress reports must be submitted to business.diversity@wcaa.us.

If the Contractor fails to submit an SBE progress report on or before the fifteenth (15th) day of each month, this shall constitute a material default and will be sufficient grounds for the Airport Authority’s termination of this Agreement, as provided for in Section 14 of this Agreement.

For purposes of this Agreement, a Certified SBE is a business that qualifies as a “Certified SBE” under the Airport Authority’s Procurement and Contracting Ordinance. Any waiver, inadvertent or otherwise, of this Section by the Airport Authority shall not be deemed to be a waiver for the remainder of the Term of this Agreement and shall not prohibit the Airport Authority from enforcing this Section with regard to subsequent defaults by the Contractor.]

8. WAIVER OF DEFAULT OR BREACH

No failure by the Airport Authority to insist upon the strict performance of any term of this Agreement or to exercise any term after a default or breach constitutes a waiver of any default or breach of term. No waiver of any default or breach affects or alters this Agreement, but every term of this Agreement remains effective with respect to any other when existing or subsequent default or breach.

9. RELATIONSHIP OF PARTIES; PUBLICITY

A. Relationship of Parties: The relationship of the Contractor to the Airport Authority is and will continue to be that of an independent contractor. No liability or benefits, such as workers' compensation, pension rights, or insurance rights, arising out of, or related to a contract for hire or employer/employee relationship, accrues to either party or either party's agent, subcontractor or employee as a result of this Agreement. No relationship, other than that of independent contractor will be implied between the parties, or either party's agent, employee, or subcontractor.

B. Publicity: The Contractor shall not issue any press release, marketing materials, public statement or announcement, or otherwise reference this Agreement or its relationship with the Airport Authority, orally or in writing, without the prior written consent of the Airport Authority, except as required by law or a court order.

10. NONEXCLUSIVE AGREEMENT

The Airport Authority may contract with other firms or individuals to obtain the same or similar services to those the Contractor will provide under this Agreement.

11. OWNERSHIP OF DOCUMENTS AND MATERIALS; RESPONSIBILITY FOR

LOSS OR DAMAGE OF DOCUMENTS AND MATERIALS

The Airport Authority shall have unlimited rights in all documents, designs, specifications, notes and other works of any sort developed in the performance of this Agreement, including the right to use same on any other Airport Authority project without additional compensation to the Contractor. The Contractor hereby grants the Airport Authority a paid-up license throughout the world to all such works to which it may assert or establish any claim under design, patent or copyright law. The Contractor, for a period of five years after completion of the Services contemplated under this Agreement, agrees to furnish the original or copies of all such works upon the request of the Airport Authority.

Original documents, plans, schedules, surveys, manuals and budgets prepared or obtained under the terms of this Agreement shall be delivered to and become the property of the Airport Authority upon the Airport Authority’s request or the termination of this Agreement, whichever occurs sooner, and may be used by the Airport Authority without restriction or limitation on their use.

Any intentional failure or delay by the Contractor to deliver any records or documents to the Airport Authority may cause irreparable injury to the Airport Authority not adequately compensable in damages and for which the Airport Authority has no adequate remedy at law. In the event of such failure or delay, the Contractor will pay the Airport Authority $1000.00 per day as liquidated damages, and not as a penalty, until it delivers such records or documents to the Airport Authority. The Airport Authority may seek and obtain injunctive relief in a court of competent jurisdiction and compel delivery, as well as payment by the Contractor all applicable damages and costs. The Airport Authority has unrestricted use of the records and documents for the purpose of completing the Services

During the performance of the Services, the Contractor shall be responsible for any loss or damage to the documents or materials enumerated as belonging to the Airport Authority while they are in the Contractor’s possession or control. Restoration of lost or damaged documents or materials shall be at the Contractor’s expense.

12. THE CONTRACTOR’S RECORDS; ACCESS TO RECORDS; AUDITING

A. The Contractor shall maintain overtly detailed and accurate financial and accounting records relating to or arising from the Services performed and the materials purchased and used to complete, in whole or in part, the Contractor’s obligations under this Agreement. At a minimum, the Contractor shall maintain its financial and accounting records in accordance with accounting principles generally accepted in the United States of America (“Generally Accepted Accounting Principles” or “GAAP”), as issued by an appropriate standard setting body within the United States of America. The Contractor’s detailed and accurate financial records shall include, but not be limited to, written or electronic: (a) bank statements and investment statements, (b) purchase orders, (c) subcontracts, (d) sales and purchase invoices, (e) payments made and payments received; (f) payroll records; (g) cancelled checks; (h) internal and external financial reports; (i) internal and external audits; (j) tax returns; (k) records of assets and liabilities; (l), ledgers; (m) financial statements of any type; (n) any other document showing how any invoice was calculated; (o) journal entries; (p) shipping and receiving and documents; and (q) any other document that relates to the performance of the Services, whether directly or indirectly. The

Contractor shall require any subcontractor, supplier, vendor and agent to maintain their financial and accounting records in accordance with the requirements set forth in this Section.

B. The Airport Authority has the absolute and unconditional right to examine and audit all financial and accounting records referenced in the Section above, including the Contractor’s financial and accounting records, and any financial and accounting records of any subcontractor, supplier, vendor and agent of the Contractor. The Contractor must include a similar covenant allowing for Airport Authority audit in any agreement it has with a subcontractor or agent related to this Agreement. The Airport Authority may withhold any payment otherwise due to the Contractor pending the final results of any such audit, and such withheld amount shall not accrue any interest. By approval of this Agreement, the Airport Authority waives none of its authority to debar the Contractor from further contract award by the Airport Authority should it find the Contractor is less than cooperative in the conduct of an audit.

C. The Contractor must maintain all records pertaining to the provision of Services under this Agreement for at least five years after the termination or expiration of this Agreement.

After this five-year period, the Contractor may dispose of such records if the Contractor provides at least 30 days written notice to the Airport Authority, at the following address, prior to disposing of any such records so that the Airport Authority may elect to obtain copies of such records prior to their disposal:

Wayne County Airport Authority Detroit Metropolitan Wayne County Airport 11050 Rogell Drive #602 Detroit, Michigan 48242 Attention: Audit Department

D. The Contractor must make available to the Airport Authority or its authorized representative all financial and accounting records required by this Section, at any time requested by the Airport Authority Monday through Friday between the hours of 8:00 a.m. and 5:00 p.m.

Such records shall be made available at the location among its offices at which this Agreement is principally performed or which is closest and most convenient for the Airport Authority or its authorized representative, at the Airport Authority’s election. In the event that the Airport Authority or its authorized representative are required to undertake travel outside of the Detroit–Warren– Livonia Metropolitan Statistical Area to conduct audit activities, the Contractor shall be responsible for any and all travel related costs and expenses incurred by the Airport Authority or its authorized representative and shall pay such costs upon demand from the Airport Authority or its authorized representative.

The Contractor shall make its officers, directors and employees available to answer all questions and provide all information required by the Airport Authority. If an audit identifies any deficiencies or discovers the Contractor’s failure to comply with any of the terms and conditions of this Agreement, the Contractor shall, not later than 10 days after the Airport Authority issues notice to the Contractor, remedy all deficiencies and failures.

If the Contractor fails to produce the financial and accounting records required by this

Section, the Airport Authority may, upon 10 days’ written notice to the Contractor, make a determination that the Contractor’s failure to produce such financial and accounting records creates an irrefutable presumption that such financial and accounting records do not exist. The Contractor agrees to be bound by this determination and irrefutable presumption.

E. If, as a result of any audit conducted of the Contractor's performance under this Agreement by or for the Airport Authority, the State of Michigan, or the Federal government, a discrepancy should arise as to the amount of compensation due or previously paid to the Contractor, the Contractor shall immediately pay any and all amounts required by the Airport Authority. Payment shall be made by the Contractor to the Airport Authority within seven days of the Airport Authority’s written demand to the Contractor. If Contractor fails or refuses to make payment to the Airport Authority as required by this Agreement, in addition to any other legal remedies available to the Airport Authority, the Airport Authority may retain said amount from any funds allocated to the Contractor but not yet disbursed under this Agreement. Additionally, the Airport Authority may offset such a deficiency against the compensation to be paid the Contractor in any other contract or agreement between the Airport Authority and the Contractor, including any performance guarantee or letter of credit provided for this Agreement or any other contract or agreement between the Parties.

F. The Contractor agrees a breach of this Section constitutes a breach of this

Agreement sufficient to warrant termination, the imposition of liquidated damages (not a penalty) equal to 5% of the total compensation paid to date, and debarment from any further work for the Airport Authority for a period not less than three years. The remedies listed herein are not the Airport Authority’s sole and exclusive remedies in the event of a material breach of this Agreement.

G. Termination or expiration of this Agreement does not relieve the Contractor of any obligation under this Section.

13. DISPUTES

The presence of disputes between the Airport Authority and the Contractor, or legal proceedings arising from such disputes, shall not relieve the Contractor of its obligations to properly and expeditiously perform the agreed upon Services. The Contractor shall promptly inform the Airport Authority, in writing, of any dispute arising from or relating to this Agreement.

The Airport Authority shall not be liable to compensate the Contractor for any additional costs accrued more than three days before the Airport Authority received written notice of the dispute.

The Airport Authority shall pay the Contractor all undisputed fees and costs for which services were rendered by the Contractor and accepted by the Airport Authority pending the resolution of any particular dispute.

14. TERMINATION OF THIS AGREEMENT; BANKRUPTCY OR INSOLVENCY

A. Termination by the Airport Authority for Convenience: The Airport Authority may terminate this Agreement without cause at any time upon 15 calendar days written notice to the Contractor, and this Agreement will terminate on the date specified in the notice as if that date were the expiration of the Term.

If or when this Agreement is terminated, the Airport Authority will pay the Contractor for unpaid fees or expenses accrued prior to the termination date and accepted by the Airport Authority and will not pay for any Services rendered or expenses incurred by the Contractor after the date of termination. Such fees or expenses shall be provided by the Contractor to the Airport Authority through an itemized invoice for such fees or expenses not more than 30 calendar days following the date of termination. The Airport Authority, upon payment of any approved amounts so invoiced, shall have no further liability or obligation to the Contractor whatsoever for any further fees, expenses or other payment.

After receipt of a notice of termination pursuant to this Section, and except as otherwise directed by the Airport Authority, the contractor shall:

i. stop work under the Agreement on the date and to the extent specified in the Notice of Termination;

ii. obligate no additional contract funds for payroll and other costs beyond the date specified by the Airport Authority or the date of termination, whichever is earlier;

iii. as of the termination date, present and submit to the Airport Authority all records, data, notes, reports, discs, and documents as the Airport Authority relating to this Agreement, all pertinent keys or passwords to files, and carry out such directives as the Airport Authority may issue concerning the safeguarding or disposition of files and property;

iv. place no further orders on subcontracts for materials, services, or facilities, except as may be necessary for completion of the portion of the Services not terminated, if any;

v. terminate all orders and subcontracts to the extent that they relate to the portion of the Services terminated; and

vi. submit within 30 calendar days a listing of all creditors, subcontractors, lessors, and other parties with which the Contractor has incurred financial obligations pursuant to the Agreement

In addition, each party will assist the other party in the orderly termination of this

Agreement and the transfer of all aspects, tangible or intangible, as may be necessary for the orderly, non-disrupted business continuance of each party.

Where applicable, and as desirable by the Airport Authority to accomplish the objectives of this Agreement, the Airport Authority shall have the right to immediately acquire all or a portion of the proprietary software licenses, licenses to the Contractor's materials, and other equipment or materials directly or indirectly related to the Services and not then owned by the Airport Authority.

B. Termination for Default: The Airport Authority may by written notice of default to the Contractor, terminate the whole or any part of this Agreement as follows:

i. The Contractor's failure to perform or inadequate performance of its obligations under the Agreement if such failure to perform or inadequate performance is not cured within 10 calendar days, or such longer period as the Airport Authority may authorize in writing, after receipt of written notice from the Airport Authority specifying such failure or inadequacy. The Airport Authority's Chief Executive Officer, or his or her designee, is the individual designated to provide the written cure notice. Only the Chief

Executive Officer is authorized to terminate this Agreement on behalf of the Airport Authority.

ii. In the event the Airport Authority terminates this Agreement in whole or in part as provided above, the Airport Authority may procure, upon such terms and in such manner as the Chief Executive Officer may deem appropriate, Services similar to those so terminated.

iii. If this Agreement is terminated as provided above, then the Airport

Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Airport Authority in the manner and to the extent directed by the Chief Executive Officer, such partially completed reports or other documentation as the Contractor has specifically produced or specifically acquired for the performance of such part of this Agreement as has been terminated. Payments for completed reports and other documentation delivered to and accepted by the Airport Authority shall be at the prices specified in this Agreement. Payment for partially completed reports and other documentation delivered to and accepted by the Airport Authority shall be in an amount agreed upon by the Contractor and the Airport Authority. The Airport Authority may withhold from amounts otherwise due the Contractor or may bill the Contractor as a separate item for such completed or partially completed reports or other documentation such sum as the CEO determines to be necessary to protect the Airport Authority against loss.

iv. The rights and remedies of the Airport Authority provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, including the collection of liquidated damages.

C. Bankruptcy or Insolvency: If the Contractor is adjudicated bankrupt or insolvent, or if a trustee is appointed over the Contractor or its property, whether it is a third party or the Contractor as debtor-in-possession (both shall be the "Contractor" in this Section entitled “Bankruptcy or Insolvency” unless the context clearly requires otherwise) the following rights, obligations and limitations control:

i. The Contractor or any trustee must not assign any or all of its rights, title, or interest, in or to this Agreement, as this Agreement is for the delivery of goods or related services, or both, as to which the Airport Authority is entitled to insist upon performance solely by the Contractor.

ii. The Contractor or any trustee may only assume this Agreement if it provides adequate assurance of future performance. Adequate assurance of future performance means proof reasonably satisfactory to the Airport Authority of: (a) adequate financial capacity to employ or contract with sufficient personnel to perform the Services assigned to the Contractor as provided in this Agreement, and to pay for all services contracted for by the Contractor; (b) adequate financial capacity to own, operate, lease or obtain sufficient facilities and supplies to perform the Services assigned to the Contractor as provided for in this Agreement; and (c) adequate financial and professional capacity to maintain the professional standard provided in this Agreement. The reasonable determination of the Airport Authority as to the adequate professional capacity of the Contractor is determinative.

iii. Because of the unique nature of the services this Agreement requires the Contractor to provide, the Contractor agrees that any requests by the Airport Authority that the trustee or it as debtor-in-possession assume or reject this Agreement in a shorter time than provided for in 11 USC 365 is reasonable so long as the trustee or the Contractor receives no less than five business days’ notice.

iv. If this Agreement is terminated during bankruptcy proceedings or if the trustee or debtor-in-possession successfully and properly obtains a court order rejecting this Agreement, the Contractor as debtor-in-possession or its trustee must cooperate with the Airport Authority in arranging for the orderly transfer of responsibilities to persons or entities as the Airport Authority may designate. The rejection is not effective until the orderly transfer of responsibilities, consistent with sound professional practice, has been completed.

v. Although neither party has the right to terminate this Agreement merely because the other is adjudicated bankrupt or insolvent or a trustee or a debtor in possession is appointed over any parties' property, each party retains all of the other termination rights set forth elsewhere in this Agreement during the period of any proceedings under the United States Bankruptcy Code.

15. FEDERAL GOVERNMENT AGREEMENTS

This Agreement is subordinate to the provisions of any existing or future agreements between the Airport Authority and the United States of America relative to the operation and maintenance of the Airports, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airports.

16. NATIONAL EMERGENCY

All provisions of this Agreement are subordinate to the right of the United States of America to lease or otherwise assume control of the Airport, or any part thereof, during time of war or national emergency, for military use, and any provisions of this Agreement inconsistent with the provisions of such Agreement with the United States of America will be suspended by such lease or assumption of control.

17. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Contractor will comply with any and all rules and regulations adopted by the Airport Authority with respect to use of the Airport. It will also comply with all applicable federal and state laws and regulations.

18. STATE AND FEDERAL REQUIRED NONDISCRIMINATION PROVISIONS FOR

ALL CONTRACTS

In the event of breach of any of the below covenants, the Airport Authority has the right to either terminate this Agreement or re-enter or repossess land covered by this Agreement and the

Airport facilities thereon, and hold the same as if said Agreement had never been made or issued, or both, each as applicable.

A. State Employment Non-Discrimination Requirements: In accordance with Michigan 1976 Public Act 453 and 1976 Public Act 220, the Contractor covenants not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, height, weight, marital status, or a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position and to require a similar covenant on the part of any subcontractor employed in the performance of this Agreement. Breach of this covenant may be regarded as a material breach of this Agreement.

B. Federal Civil Rights – General: In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If the Agreement is competitively solicited, this provision binds the Contractor and subcontractors from the solicitation period through the completion of the Agreement.

C. Federal Civil Rights – Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest (together, the “Contractor” for the remainder of this provision) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination in Federally-Assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);

• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [70 Fed. Reg. 74087 (2005)];

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC § 1681, et seq).

D. Compliance with Nondiscrimination Requirements: During the performance of this Agreement, the Contractor, for itself, its assignees,…