IT Consultant RFP Complete FINAL.pdf

SOLICITATION RFP–OCAT–2509

REQUEST FOR PROPOSALS:

ON-CALL IT CONSULTATION SERVICES

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REQUEST FOR PROPOSALS:

On-Call IT Consultant

TABLE OF CONTENTS

SPECIAL PROVISIONS

1. INTENT:

2. PROJECT OVERVIEW:

3. BACKGROUND:

4. PRE-PROPOSAL MEETING:

5. ESTIMATED TIMELINE:

6. PROPOSAL SUBMITTAL REQUIREMENTS:

7. ADDITIONAL REQUIREMENTS AND INFORMATION:

8. SELECTION PROCESS:

9. TERMS AND CONDITIONS:

ATTACHMENT A – SCOPE OF WORK

ATTACHMENT B – PROPOSED AGREEMENT

ATTACHMENT C – SAMPLE FORMS

SPECIAL PROVISIONS

1. INTENT:

The Oklahoma City Airport Trust (“Trust”) is requesting proposals (“RFP”) from qualified firms (“Proposer”) to provide On-Call IT Consultation Services (“Services”). The parties will negotiate and enter into a Professional Services Agreement (“Agreement”) which shall be in effect commencing on the Agreement’s Effective Date. The Agreement will be for five (5) year(s) with the option to renew for five (5) additional one-year periods, unless otherwise agreed to by the parties. A copy of the proposed Agreement to be entered into by the parties is included here as Attachment B.

2. PROJECT OVERVIEW:

The Trust seeks proposals to provide on-call professional services for airport technology related projects as described in Attachment A.

3. BACKGROUND:

A. The Oklahoma City Airport Trust:

The Trust is a public trust that was created in 1956 by the City to operate the City’s three airports. The City is the sole beneficiary of the Trust, and the Trust exclusively operates and manages all three airports in the Trust’s system. The Trust is a separate entity from the City. OKC Will Rogers International Airport (“OKC”) is a Part 139 commercial passenger service airport serving Oklahoma City and the nine surrounding counties. Wiley Post Airport (“PWA”) and Clarence E. Page Airport (“RCE”) are the Trust’s general aviation airports.

B. Passenger and Visitor Traffic:

The OKC Will Rogers International Airport (“Airport”) Terminal Building is open to the public 24 hours per day, seven days per week. At present, high traffic hours for passengers and visitors generally occur between the hours of 4:00 a.m.–8:00 a.m., 11:00 a.m.–1:00 p.m., and 3:30 p.m. – 7:00 p.m., 11:00 p.m. – 1:00 a.m., although many flights are scheduled at non-peak times as well. Fall and Spring Breaks, summer travel during the months of June through August, Thanksgiving, and Christmas holidays are also high demand time periods at the Airport.

C. Airline Arrivals and Departures:

The Airport currently handles approximately 4.6 million total passengers per year, serving more than 25 cities with non-stop service by the Airport’s seven (7) major carriers, which includes Alaska, Allegiant, American Airlines, Delta, Frontier, Southwest, and United. The City owns the airport and the Trust exclusively leases, operates, and maintains the Airport for the City.

D. Project Specific information:

The Trust seeks a firm that will provide comprehensive planning, design, procurement, implementation, and support for on-call professional services addressing the full spectrum of airport technology. The work may also include, without limitation, program/project management, organization change management and implementation support services covering the complete lifecycle of technology systems from inception, starting with planning, through design, procurement, configuration, review and systems integration, installation, testing, validation, and operation and maintenance.

4. PRE-PROPOSAL MEETING:

A mandatory pre-proposal meeting will be held on October 2, 2025, at 10:00 a.m. CT, at Department of Airports, 7100 Terminal Drive, Oklahoma City, Oklahoma 73159 in the Seminole Conference room located on the third floor of the terminal of the Airport OR via Microsoft Teams (an addenda will be issued with the TEAMS link information). The purpose of the meeting is to explain and answer any questions concerning the RFP, and to receive any requests for amendments to the RFP as suggested by interested Proposers. The Trust makes no assurances that any such requested amendments will be incorporated into the RFP.

If Proposers are unable to attend the mandatory pre-proposal meeting in person, then Proposers may participate by attending virtually via Microsoft TEAMS (an addenda will be issued with the TEAMS link information). In order to ensure Proposers have credit for attendance, the Proposer’s designated representative attending the mandatory pre-proposal meeting shall at the beginning of the pre-proposal meeting be required to sign in, or introduce themselves if online/remote, and provide identification information to the Trust’s designated representative conducting the mandatory pre-proposal meeting. Failure to attend the mandatory pre-proposal meeting will be grounds for dismissing the proposal from consideration.

The Trust is not bound by any oral statements made at the meeting. Any changes to the request for proposal documents and terms and conditions contained herein are only effective when made by written addenda to the RFP.

5. ESTIMATED TIMELINE:

EVENT DAY DATE TIME

Request for Proposals Issued Friday 09/26/2025 10:00 a.m.

Mandatory Pre-Proposal Meeting Thursday 10/02/2025 10:00 a.m.

Question Period: Questions Due from Proposers Thursday 10/10/2025 5:00 p.m.

Proposals due to the City Clerk’s Office Wednesday 10/22/2025 4:00 p.m.

Interviews/clarifications, if desired by Trust TBD TBD TBD Estimated Selection/Award of Agreement Thursday 12/18/2025 9:00 a.m.

Note: Except for the Proposal due date, all dates are tentative and subject to change. All times are Central Time (CT).

6. PROPOSAL SUBMITTAL REQUIREMENTS:

The Proposer shall provide a detailed written proposal with accompanying information that demonstrates the Proposer’s capability to meet the requirements as requested. The Proposer’s response shall address each section below and each section shall be identified to ensure the RFP Selection Committee considers the same information on each proposal. Each section below shall be identified and presented in the exact same order.

A. Cover Letter:

Describe the ownership/type of corporate structure (include the name of any parent company), Federal Tax ID, include the Proposer’s complete address, phone number, and e-mail address. Indicate whether the firm is privately or publicly held, state of organization for the entity, and if Proposer is authorized to do business in the State of Oklahoma. The letter must be on a business letterhead and signed by an authorized agent who can legally bind the Proposer.

B. Proposer Firm History:

Provide detailed information regarding the number of years the company has been in business and the history of the company for the past 5 years. Discuss any actual or anticipated changes in the management or ownership of the firm.

C. Financial Stability:

Provide Financial Statements that include Balance Sheet, Income Statement, and Statement of Cash Flows. The Financial Statements will be evaluated for the company’s financial capabilities to manage and operate the services to be provided herein. This shall include, but not be limited to: Proposer’s cash flow, outstanding debt, number of days cash on hand, debt/equity ratios, ability to provide manpower when requested or necessary, ability to begin full operations on or about January 1, 2026.

D. Proposal Requirements and Proposer’s Qualifications and Experience:

Provide appropriately experienced, licensed, or certified individuals, such as PMP, RCDD, or CISSP, whether by direct employ or subcontract in the disciplines as required. All personnel provided must be sufficiently trained, knowledgeable, and service-oriented personnel to efficiently and effectively manage the work requested in this RFP. All employees of the successful Proposer shall have sufficient skill and experience to properly perform the work assigned to them. The successful Proposer must be licensed to do business in the State of Oklahoma and must comply with all applicable local, state, and federal laws.

Provide detailed information regarding the performance history of the firm in the industry highlighting any airport services. If possible, cite past examples of transactions that your firm or members of your firm have been involved with relating to the services to be provided.

The successful Proposer should have a minimum of ten (10) years’ experience in providing technology consulting services to commercial service airports, demonstrated experience with FAA funded projects, including SIP and PFC funded initiatives, and a recent track record of successful delivery and integration of technology systems in commercial and general aviation environments.

The successful Proposer should also have in-depth knowledge of airport specific systems and integration requirements, familiarity with FAA, TSA, and DHS regulations and standards, and experience with cybersecurity frameworks applicable to critical infrastructure.

Provide relevant information about your firm’s knowledge and experience including specific personnel with airport IT Consulting experience that will be assigned to the project team. Proposer shall provide examples of any experience including a description of the work, cost of the project, and a list of references.

Describe the project team who will be managing Trust’s account with complete contact information, titles, office locations, and phone numbers. List the qualifications and/or resumes of the team members assigned to work with Trust and describe how your firm will ensure the project team’s availability to complete the work requested in this RFP. The project team must be able to manage multiple, concurrent projects with diverse stakeholders, have experience working within airport capital improvement programs, and coordinating with design and construction teams.

E. Customer References:

Provide at least three (3) separate references from different U.S. commercial service airports where similar services were provided. The Proposer shall provide the contact name, address, phone number, and email for all references. The Trust is not to be included as a reference.

F. Scope of Work, Solutions, and Services:

Provide an overview describing the general approach, services to be provided, and methodology of your firm’s ability to fulfill the general functions and tasks outlined in Attachment A and as further required in this RFP. Provide a detailed proposal and response to how the Proposer will fulfill the RFP’s Attachment A Scope of Work.

The Proposal shall demonstrate experience – including specific examples – of providing IT Consulting services and related services at comparable airports.

G. Pricing for Services:

Proposer must submit proposed pricing for services. Proposer may propose an hourly rate or by project.

H. Sample Forms:

The Vendor Registration Sample Forms are attached in Attachment C and must be completed by the successful Proposer prior to the Agreement award.

I. Acknowledgements and Statements Proposers must read and acknowledge all proposal documents in the electronic bidding system including the following:

i. Notice to Proposers

ii. General Instructions

iii. Special Provisions

iv. Proposed Agreement, which includes

a) Non-Discrimination Statement

b) Non-collusion Statement

c) Oklahoma Open Records Act and Confidential Information

v. Questions and Answers, if applicable

vi. Addenda, if applicable

7. ADDITIONAL REQUIREMENTS AND INFORMATION:

A. Clarification:

Proposers are notified to thoroughly examine the instructions, specifications and requirements as set forth in this RFP. If there is any doubt or uncertainty as to the meaning of the same, Proposers may ask for an explanation or clarification by the date identified in Estimated Timeline, through the question submittal process on BidNet.

No person is authorized to give oral interpretations of, or make oral changes to, the RFP documents. Therefore, oral statements will not be binding and shall not be relied upon.

Proposers must submit all requests for explanation, clarification or technical questions regarding this RFP or the proposed Agreement through the electronic bidding system, by the date and time listed in the Special Provisions, Estimated Timeline. Answers to all questions not already addressed in the RFP document will be provided in the form of addenda. The RFP or its attachments may not be modified by a Proposer or their clarifications or exceptions. Further, there is no guarantee that the Trust will modify the RFP following any requested clarification or exception by a Proposer.

B. Exceptions:

Exception are not clarifications but are considered to be a request to remove or modify terms of the RFP. Proposer must timely submit any exceptions to the RFP, proposed Agreement, and their terms and conditions, requirements, instructions, specifications, attachments, including, but not limited to, Scope of Work which includes the procedures, scope, type, and frequency of services, in the electronic bidding system on the proposal due date as identified in the Estimated Timeline above.

Timely submission of any exception is a requirement in order for the Trust to consider the request. Submission of any exceptions will not modify the RFP or proposed Agreement.

Any Proposer exceptions may be rejected, at the Director’s sole option. Failure to timely submit any exceptions shall be construed to mean that Proposer agrees and proposes to provide the services exactly as described, and in full compliance with all identified terms and conditions, requirements, instructions, specifications of the RFP and all other requirements identified in the RFP and its attachments, including, but not limited to the Scope of Work and Proposed Agreement.

The RFP’s terms and conditions, requirements, instructions, and all other specifications will be incorporated into the final Agreement of the parties unless agreed to otherwise in the final Agreement.

C. Addenda:

At the Trust’s sole discretion, the Trust may modify the RFP by issuing, an addendum through the electronic bidding system. Trust is not bound by any oral representation, clarifications or changes unless the same is provided to Proposers in written addendum form from Trust.

It is the Proposer’s responsibility to log into the electronic bidding system to monitor any addenda that may be issued during the process. A Proposal will not be accepted if all addenda are not acknowledged through the system. No other statements or representations will be binding on Trust except those in this RFP and any written addenda issued by Trust.

D. Altering Proposals:

Proposals cannot be altered or amended after the submission deadline; however, the

Selection Committee may request clarification or additional information from any, some, or all Proposers.

E. Undue Influence:

Upon advertising this solicitation, no officer, employee, agent, or representative of the

Proposer shall have any contact or discussion, verbal or written, with any representative of Trust (i.e. Trust Officer, City Council member, or City staff) either directly or indirectly through others in which the Proposer seeks to influence any representative of Trust regarding any matters pertaining to this solicitation.

Contacts by the Proposer with Trust that do not pertain to a solicitation are exempt from this provision. Examples of these exempt contacts are:

i. Private, non-business, contacts with Trust by the Proposer employees acting in their personal capacity;

ii. Business contacts outside of this solicitation that Trust may have with the Proposer;

iii. Presentations and/or responses to inquiries initiated by Trust;

iv. Pre-proposal conferences; or

v. Discussions with the City procurement officer or departmental contact as outlined in the Clarifications section above.

If a representative of any Proposer violates the foregoing prohibition by contacting any of these parties, it may result in the Proposer being disqualified from the proposal process.

F. Order of Precedence:

In the event of an inconsistency between provisions of this RFP, the inconsistency shall be resolved by giving precedence in the following order:

i. Agreement provisions,

ii. RFP Specifications and any addendum,

iii. Notice to Proposers,

iv. General Instructions and Requirements for Proposers, then

v. Other requirements provided by Trust in the RFP packet.

8. SELECTION PROCESS:

A. Proposal Evaluation Process:

Each proposal will be independently evaluated by a Selection Committee. The Selection

Committee may make its selection based on the written proposals received, and may, at its discretion, conduct oral interviews with some or all of the Proposers. The Selection Committee will report the results of its evaluations and make its recommendation to the Trust’s governing body, if required. The Trust will either approve the recommended Proposer or decline to contract with any Proposer.

B. Selection Criteria:

Proposers will be evaluated for selection based on their overall responsiveness and ability to meet listed requirements of the RFP. Emphasis will be placed on the following criteria (in no particular order):

1. Proposer history and firm performance history providing the Services specified in this

RFP at other airports or major places of assembly, taking into account the references provided and any past provision of services for the Trust and/or the City and/or any of the City’s other beneficiary trusts;

2. Project team members and local service support qualifications and experience providing the Services specified in this RFP;

3. Written description of Contractor’s approach to management and delivery of proposed Services; and

4. Pricing for Services.

9. TERMS AND CONDITIONS:

The terms and conditions are more specifically described within the proposed Agreement attached as Attachment B.

RFP-OCAT-2509-On-Call IT Consultant

Attachment A

ATTACHMENT A – SCOPE OF WORK

The Proposer shall expertly and professionally provide on-call, task order-based services for projects including, but not limited to the following:

1. Airport Technology Master Planning and Strategy: This project will include, without limitation, the following deliverables:

A. Develop and update Airport technology master plan(s).

B. Align technology strategies with Airport capital improvement programs and Trust business purposes.

C. Conduct gap analyses and benchmarking against industry best practices.

D. Advise on emerging technologies and innovation strategies to enhance passenger experience, operational efficiency, and security.

E. Study existing environments and processes to propose digital transformation strategies.

F. Provide systematic reviews and recommend adjustments to the technology master plans and technology strategies.

2. Airport Regulatory and Grant Compliance

A. Compliance consultation for FAA, TSA, CBP, and other federal, state, and local regulations.

B. Development and documentation of security measures for the protection of sensitive information.

C. Assist with documentation and reporting for AIP, BIL, and other grant programs.

D. Support environmental and accessibility compliance, including, without limitation, ADA and NEPA.

3. Cybersecurity Assessment and Planning

A. Systematically conduct cybersecurity assessments which classify, analyze, and prioritize potential IT threats and vulnerabilities of the Airport.

B. Systematically conduct IT penetration testing.

C. Develop Airport-wide cybersecurity strategies and incident response plans.

D. Ensure compliance with TSA cybersecurity directives and NIST frameworks.

Attachment A

4. Project Management and Owner’s Representation

A. Provide project management and oversight for technology projects.

B. Develop scopes of work, budgets, schedules, and procurement documents.

C. Represent the Trust’s interests during design, construction, and commissioning.

5. Network Infrastructure (routing/switching, structured cabling, Wi-Fi, DAS/CBRS, etc.)

6. Passenger Processing Systems (common use, self-service kiosks, biometrics, etc.)

7. Operational Technology Systems (AODB, BHS, RMS/GMS, FIDS, GIS, PARCS, etc.)

8. Security and Surveillance Systems (Access Control, CCTV, paging, crash phone, etc.)

9. Smart Airport Technologies (IoT, AI, digital signage, wayfinding, building automation, etc.)

10. Miscellaneous: Variety of Airport technology related initiatives not explicitly described herein, including, without limitation, software troubleshooting, implementation, and management.

ATTACHMENT B – PROPOSED AGREEMENT

PROFESSIONAL SERVICE AGREEMENT

BETWEEN

THE OKLAHOMA CITY AIRPORT TRUST

AND

EFFECTIVE DATE: _________________

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TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS

1.01 Definitions

1.02 Interpretation

1.03 Incorporation of Exhibits

ARTICLE 2. PURPOSE

ARTICLE 3. TERM

3.01 Primary Period and Option Period

3.02 Compliance with Applicable Federal, State, or Local Law or Regulation

3.03 Laws, Regulations, and Codes

ARTICLE 4. COMPENSATION

ARTICLE 5. PAYMENTS

ARTICLE 6. BOOKS AND RECORDS

ARTICLE 7. INDEPENDENT CONTRACTOR

ARTICLE 8. ASSIGNMENT AND SUBCONTRACTING

ARTICLE 9. TRANSFER OF MAJORITY INTEREST, VOTING CONTROL, OR

OWNERSHIP

ARTICLE 10. INDEMNITY AND INSURANCE

10.01 Indemnity

10.02 Insurance

10.03 Certificate of Insurance

ARTICLE 11. GENERAL CIVIL RIGHTS PROVISION

ARTICLE 12. CIVIL RIGHTS TITLE VI ASSURANCE

12.01 Title VI Clauses for Compliance with Nondiscrimination Requirements

12.02 Title VI List of Pertinent Nondiscrimination Acts and Authorities

ARTICLE 13. TERMINATION

ARTICLE 14. TRUST’S RESERVED RIGHTS

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14.01 Airports Development Reservation

14.02 War or National Emergency

14.03 Subordination

14.04 Reservation of Rights

ARTICLE 15. GENERAL CONDITIONS

15.01 Notices

15.02 Non-Waiver

15.03 Binding Effect

15.04 Severability

15.05 Entire Agreement; Modification Hereof

15.06 Execution of Counterparts

15.07 Effect of Saturdays, Sundays, and Legal Holidays

15.08 Descriptive Headings: Table of Contents

15.09 Construction and Enforcement

15.10 Venue

15.11 Construction of Agreement

15.12 Recitals Contractual in Nature

15.13 Conflicts

15.14 City of Oklahoma City’s Non-Discrimination Statement

15.15 Non-Collusion Statement

15.16 Oklahoma Open Records Act and Confidential Information

EXHIBIT A – SCOPE OF WORK

EXHIBIT B – COMPENSATION

EXHIBIT C – FEDERAL PROJECT REQUIREMENTS

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (“Agreement”) for On-Call IT Consultation Services, is made and entered into by and between the Oklahoma City Airport Trust (“Trust”) and ________ (“Consultant”), W I T N E S S E T H:

WHEREAS, the Trust leases, operates, and maintains certain real estate for the benefit of The City of Oklahoma City (“City”) known as OKC Will Rogers International Airport (“OKC”), Wiley Post Airport (“PWA:), and C.E. Page (“RCE”) (collectively “Airports”); and

WHEREAS, the Trust solicited proposals from vendors for the provision of On-Call IT Consultant services through the Trust’s formal proposal process; and

WHEREAS, the Trust has determined that the Consultant submitted the best proposal to meet the needs of the Trust; and

WHEREAS, Trust and Consultant desire to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual obligations, covenants, and agreements hereinafter set forth, Trust and Consultant agree as follows, to wit:

ARTICLE 1. DEFINITIONS

1.01 Definitions

Except as otherwise clearly indicated by the context, the words and phrases defined in this section shall have the following meanings when used elsewhere in this Agreement:

A. “ADA” shall mean Americans with Disabilities Act of 1990 or as the same may be subsequently amended thereto.

B. “Airport Interference” shall mean any action or activity that endangers or interferes with the takeoff, landing or maneuvering of any aircraft; causes or creates electrical interference with or otherwise obstructs any communication with the air navigation tower; obstruction or interference with any systems and facilities of Trust or other tenants at the Airports or commercial licensed telecommunications providers;

makes it difficult for flyers to distinguish between airport lights and others; impairs visibility in the vicinity of the Airports, or interferes with the services provided by any Airports communications Consultant.

C. “Communications Equipment” shall mean any wireless network, wireless telephone, satellite dishes, antenna, cellular antennae or related cellular equipment, fiber optic lines, conduits, or cabling, overhead or underground conduits, cabling, power lines, distribution systems communications, meteorological, aerial navigation, distributed antenna system (“DAS”), UHF and VHF radio system, internet access equipment or systems, or other such similar related equipment or systems.

D. “Director of Airports” or “Director” shall mean the person designated by the Oklahoma City Airport Trust to exercise functions with respect to the rights and obligations of the Oklahoma City Airport Trust under this Agreement. Said term shall also include any person expressly delegated by the Director of Airports to exercise functions with respect to the rights and obligations of the Director of Airports under this Agreement.

E. “Effective Date” shall mean ________, 2026.

F. “Event of Default” shall mean Consultant’s failure to perform, keep, and observe any of the Agreement’s terms, covenants, or conditions to be performed, kept, and observed.

G. “FAA” shall mean the Federal Aviation Administration of the United States government, or any Federal agency succeeding to its jurisdiction.

H. “First-Class Manner” shall mean the provision of services in a timely and professional manner including the industry’s reasonably acceptable best practices for subject matter expertise and customer service that would be expected for a similar high-quality professional service experience.

I. “Force Majeure” shall mean circumstances that significantly and unreasonably inhibit either party’s ability to perform a requirement of this Agreement when such circumstances are beyond a party’s reasonable control, including, without limitation, fires, floods, tornados, war, acts of terrorism, pandemic, or acts of God.

J. “Option Notice” shall mean the written notice from Consultant to Trust or Trust to

Consultant notifying Trust of Consultant’s or Consultant of Trust’s of its desire to extend this Agreement for the Option Period.

K. “Option Notice Period” shall mean the period that is at least one hundred and eighty

(180) days prior to the expiration of the Primary Period or an available Option Period.

L. “Option Period(s)” shall mean five one (1)-year option periods where the

Agreement may extend at same terms and conditions/mutually agreeable terms of this Agreement.

M. “Primary Period” shall mean the initial term of the Agreement that commences on the Effective Date and shall be for a period of five years.

N. “Request for Proposals” or “RFP” shall mean all documents and addendum published and solicited by the Trust to proposers in order to secure proposal for the services and shall include any response provided by the Consultant unless amended or supplemented thereto by agreement the parties.

O. “Scope of Work” shall mean those services to be provided to the Trust by the

Consultant in accordance with this Agreement as described in Exhibit A attached hereto.

1.02 Interpretation

A. The terms "herein," "hereof," "hereto," and "hereunder," and any similar terms used in this Agreement refer to this Agreement.

B. Words importing persons shall include firms, associations, partnerships, trusts, corporations, and other legal entities, including public bodies, as well as natural persons.

C. Any headings preceding the text of the articles and sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience or reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction, or effect.

D. Words importing the singular shall include the plural and vice versa.

E. Capitalized words or terms other than section or article headings and names of persons are technical and pertain strictly to this Agreement and are defined herein.

1.03 Incorporation of Exhibits

The following Exhibits are hereby made a part of this Agreement:

Exhibit A – Scope of Work Exhibit B – Compensation Exhibit C – Federal Project Requirements

ARTICLE 2. PURPOSE

The Consultant is hereby provided the non-exclusive right and obligation to provide the Scope of Work as defined herein and set forth in Exhibit A in conformance with this Agreement in a manner that is in the best interest of the Trust. Any modifications to the Scope of Work shall be by written amendment, to this Agreement, by the parties. The Consultant shall provide such Scope of Work in a First-Class Manner.

The Consultant acknowledges that this Agreement is not a guarantee of the assignment of any work and that the Trust may assign work to various consultants solely within trust’s discretion. If the Scope of Work described herein utilizes federal funds, please refer to Exhibit C for Federal Project requirements.

ARTICLE 3. TERM

3.01 Primary Period and Option Period

The term of this Agreement shall commence on the Effective Date and continue for the duration of the Primary Period unless terminated as specified herein.

This Agreement is subject to extension for the Option Period(s) provided during the Option Notice is provided during the Option Notice Period. If the Option Notice is provided during the Option Notice Period, then the Director is authorized to approve the applicable Option Period through a letter. If the Option Period is not exercised as provided herein, all subsequent options are extinguished, and the Agreement shall terminate at the end of the then current period.

3.02 Compliance with Applicable Federal, State, or Local Law or Regulation During the Primary Period and any Option Period, the provisions of this Agreement shall be modified as necessary to affirm compliance requirements with applicable federal, state, or local laws, policies or administrative regulation and all amendments thereto.

3.03 Laws, Regulations, and Codes

Consultant, Consultants’ employees, agents, affiliates, subcontractors, and their work product, shall comply with all applicable Federal, State, and local codes, laws, and regulations of the City, State of Oklahoma, Trust, FAA, and Federal government.

ARTICLE 4. COMPENSATION

The Consultant will be compensated for its Scope of Work by the Trust in accordance with Exhibit B.

ARTICLE 5. PAYMENTS

Trust agrees to pay Consultant within sixty (60) days of receipt of an approved invoice. Payment of any invoice, whether interim or final, for any work or Scope of Work to the Consultant is not deemed to be recognition of satisfactory performance of said work or Scope of Work or a waiver of any right or obligation of the Trust to the Consultant should it be determined later that said work or Scope of Work were not performed or provided in accordance with this Agreement.

ARTICLE 6. BOOKS AND RECORDS

In order to ensure that the Trust, by and through the Director, is able to adequately monitor the Consultant’s performance under the terms of this Agreement, the Consultant will keep and maintain true and accurate records relating to the Services provided herein and in accordance with generally accepted accounting principles, and will make the same readily available for examination by the Director during normal business hours during the term of this Agreement and shall be maintained for a period of no less than five (5) years after the end of the term of this Agreement.

ARTICLE 7. INDEPENDENT CONTRACTOR

Consultant shall be an independent contractor and not a servant, employee, agent, or representative of the Trust or the City in the performance of the Scope of Work or at any time under this Agreement. Consultant shall exercise independent judgment in performing Scope of Work and is solely responsible for setting working hours, scheduling or prioritizing the flow of work, and determining how the work is to be performed. No term or provision of this Agreement or act of Consultant in the performance of this Agreement shall be construed as making Consultant an agent, servant, employee, or representative of the Trust or City, or making Consultant or any of its employees eligible for the fringe benefits, such as retirement, insurance, and worker’s compensation, which the City provides its employees.

ARTICLE 8. ASSIGNMENT AND SUBCONTRACTING

Upon prior written approval of the Director, Consultant may be allowed to subcontract work to be performed. It is solely the Consultant’s responsibility to ensure that any of the Consultant’s permitted subconsultants perform in compliance with the terms of this Agreement.

ARTICLE 9. TRANSFER OF MAJORITY INTEREST, VOTING CONTROL, OR

OWNERSHIP

If any individual or group of individuals, or any other entity presently owns or possesses a majority interest, equity position, voting control, or ownership in Consultant, then a transfer of a majority interest, equity position, voting control, or ownership of Consultant, including by sale, merger, consolidation, or other reorganization (collectively referred to as a “Change in Control”), shall be deemed to be an assignment of this Agreement that requires the express prior written consent of the Trust, as provided in Article 8. As used in this Agreement, a “Change in Control” means a change in the ownership of more than 50% of the outstanding voting equity interests of Consultant or a change in the possession of the power to direct or cause the direction of the management and policies of Consultant, whether through the ownership of voting equity, by statute, or according to the provisions of a contract. If a Change in Control occurs without the prior written approval of Trust, then the Trust may terminate this Agreement under the provisions of Article 13 hereof. If Consultant is a “reporting company” as defined in the Corporate Transparency Act or other similar public disclosure reporting requirements and there is a Change in Control of Consultant, such change shall be reported to Trust in conjunction with any reporting required by the Corporate Transparency Act or other similar public disclosure reporting requirements. If Consultant does not make such disclosure to Trust, Trust may terminate the Agreement under the provisions of Article 13 thereof. Any person or entity with a majority interest, voting control, or ownership of Consultant, regardless of the form of the entity, shall have sufficient financial resources and operational experience to provide the Scope of Work under this Agreement. As required by Article 8, at least ninety (90) days prior to any Change in Control, Consultant shall submit written documentation to Trust showing good and sufficient financial worth and adequate experience in the provision of Scope of Work on the part of the contemplated transferee, and evidencing the intent of such contemplated transferee to expressly assume in writing, and agree to be bound by and fulfill all of the terms, covenants, obligations, and agreements contained in this Agreement, the sufficiency of which shall be in the sole discretion of the Director.

ARTICLE 10. INDEMNITY AND INSURANCE

10.01 Indemnity

Consultant hereby agrees to release, defend, indemnify, and save harmless the Trust and the City and their officers, agents, and employees from and against any and all loss of or damage to property or injuries to or death of any person(s), or all claims, damages, suits, costs, expense, liability, actions, demands, liens, fines, encumbrances, or proceedings (including all reasonable legal fees and expenses) of any kind or nature whatsoever in matters resulting from, or arising out of: (a) Consultant's acts or omissions, negligence, misconduct, operations, or activities under or in connection with this Agreement; or (b) in matters resulting from, or arising out of Consultant's use and occupancy of any portion of the Airports, and including, without limiting the generality of the foregoing, acts and omissions of Consultant's officers, employees, representatives, suppliers, invitees, Consultant, and agents. Provided, however, Consultant shall not be liable or be required to release Trust for any loss, damage, claims, suits, cost, expense or actions occasioned by the negligence or willful misconduct of the Trust, the City, or their officers, trustees, and employees. The parties covenant to give each other prompt notice of any claims. The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.

10.02 Insurance

Consultant shall purchase, or cause to be purchased, and maintain in effect during the Term of this Agreement with insurance carriers or risk retention groups having an AM Best rating of A-VII or better, or equivalent rating from a comparable and reputable rating service, who are authorized to do business in the State of Oklahoma, any insurance required by this section. The insurance and additional insured requirements contained in this Agreement are considered minimum coverage amounts and Consultant may elect greater coverage limits than what is specified in this Agreement or as may be required by law. All applicable coverage, unless specified otherwise, shall remain in full force and effect until the expiration, cancellation, or termination of the Agreement and for the subsequent two (2) years following the expiration, cancellation, or termination for loss covered by and occurring during the term of the Agreement.

A. Workers' Compensation and Employer’s Liability Insurance

Consultant shall maintain during the term of the Agreement, Workers’ Compensation Insurance in the amount as prescribed by the laws of the State of Oklahoma and Employer’s Liability Insurance in a recommended amount of no less than $1,000,000 per accident for bodily injury or disease.

B. Commercial General Liability Insurance Consultant shall carry a policy of Commercial General Liability Insurance, which must include coverage for contractual liability, to protect the Consultant and any additional insured parties from claims for bodily injury, including death, as well as from claims for property damages or loss which may arise from activities, omissions, and operations of the Consultant under the Agreement, whether such activities, omissions, and operations be by the Consultant, or by anyone employed by or acting for the benefit of the Consultant in conjunction with this Agreement in a combined single occurrence or accident of $1,000,000 for any number of property or bodily injury claims arising out of a single act, accident, or occurrence.

C. Cyber Liability Insurance

Consultant will provide coverage with the minimum limits of $1,000,000 (One million dollars)for third party losses including, but not limited to: crisis management; unauthorized access/use; computer virus; denial of service attack;

denial of access; mistake in administration of network; improper transmission of data losses, including contingent business interruption; personal injury for insured's network communications; libel, cyber-libel, slander; product disparagement;

violation of right of privacy; misappropriation and plagiarism; intellectual property losses; regulatory costs; privacy costs - privacy injury and identity theft;

programming errors & omissions liability; replacement or restoration of electronic data; extortion threats; business income and extra expense; public relations expense; and security breach expense.

D. Professional Liability Insurance Consultant shall provide the Trust with a certificate of insurance evidencing the Consultant’s coverage under a Professional Liability Insurance Policy in an amount not less than $1,000,000 aggregate annual limit of liability. Such insurance shall be maintained for a period of two (2) years after the completion of any project under this Agreement.

10.03 Certificate of Insurance

A. Deductibles Any policy, except Worker’s Compensation and Employer’s Liability, having a deductible or retained self-insurance that exceeds $25,000 shall not be allowed unless such insurance program is approved in advance by the Director, such approval shall not be unreasonably withheld. Consultant shall notify the Director immediately if Consultant has deductibles or retains self-insurance in excess of this stated amount. Consultant shall be solely responsible for any allowed deductible or retained self-insurance amounts. Any elected deductible or self-insured retention of the Consultant will not diminish Consultant’s liability under this Agreement for claims or losses falling within any such deductible or self-insured retention amounts. Failure by Consultant to assume and pay for any deductible or retained self-insurance amount may be considered a material breach and may result in immediate termination at the Trust’s option. During the term of the Agreement, if the Consultant’s elected insurance program exceeds any previously approved deductible or retained self-insurance amount, or if there is a change in the financial conditions of the Consultant which in the Director’s sole discretion may impact the Consultant’s ability to satisfy any deductible or retained self-insurance, then the Director may require Consultant to take such reasonable actions to ensure first dollar of loss coverage to the Trust and City including reducing or eliminating such deductibles or self-insured retentions or providing a financial guarantee for the deductible or retained self-insurance amount.

B. Certificate of Insurance

Certificate(s) of Insurance approved by the Oklahoma Insurance Department for any policy providing coverage at the Airports shall be submitted to the Trust prior to the Effective Date of this Agreement and maintained throughout the Term of this Agreement. The Certificate(s) of Insurance must include all of the line(s) of insurance, name(s) of insurance companies, policy number(s), amount of any deductible, and coverage limits as required in the Agreement, all additional insured parties, and any required contractual liability coverage, as required within this Article 10 and be signed by the authorized representative of this insurance company.

C. Additional Insured

Except for the Worker’s Compensation and Employer’s Liability Insurance, the Certificates of Insurance shall name Consultant as insured and the Oklahoma City Airport Trust and The City of Oklahoma City as additional insured (equivalent in coverage provided to the Consultant as a named insured). Additional insured status must be shown on the Certificates of Insurance.

D. Subordination and Subrogation Any insurance policy or liability coverage of the City or the Trust shall be considered subordinate, if applicable at all, to any coverage of the Consultant and Consultant’s coverage shall at all times provide and state that it shall be primary coverage. Consultant waives right of subrogation or claims of contribution by the Trust or the City

E. Notice of Change in Policy Consultant must provide the Trust at least thirty (30) days prior written notice of any cancellation, non-renewal, or material coverage change in their policies or to have an endorsement made to each policy to include such notice periods in the event the policy provides a different notice period for any additional insured(s).

F. Inspection of Policy

In the event of a claim related to the Consultant’s operations at or from the Airports and the Trust or City is a named party, then the Trust and the City reserves the right to inspect complete copies of any insurance policies required in this Article 10 that name the City or Trust as an additional insured. In this event, said policies shall be made available by the Consultant for inspection and review on a timely basis at the Airports.

G. Contractual Liability

The Certificate of Insurance for the Commercial General Liability Insurance shall provide coverage for Consultant's contractual liabilities. In the event the Certificate of Insurance does not delineate coverage for Consultant’s contractual liabilities or the Consultant’s insurance policy does not provide sufficient coverage for the Consultant’s contractual obligations contained in this Agreement, Consultant agrees that Consultant’s contractual obligations to the Trust are not diminished by the Consultant’s elected insurance provisions. Applicable coverage, unless specified otherwise, shall remain in full force and effect until the expiration, cancellation, or termination of the Agreement.

H. Failure to Maintain Insurance If Consultant fails to maintain the foregoing insurance or fails to provide a current certificate of insurance to the Trust, the Director may assess a $100 per day fee on the Consultant for each day that the Consultant is not in compliance.

I. Umbrella Coverage

In the event the Consultant relies on excess or umbrella insurance to satisfy the requirement of this Article, any such policy shall follow form and be no less broad than the underlying policy, shall cover the term of the underlying policy without interruption, and shall include a dropdown provision with no gap in policy limits.

ARTICLE 11. GENERAL CIVIL RIGHTS PROVISION

In all its activities within the scope of its airport program, the Consultant 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 of Title VI of the Civil Rights Act of 1964.

If the Consultant transfers its obligation to another, the transferee is obligated in the same manner as the Consultant. The above provision obligates the Consultant for the period during which the property is owned, used or possessed by the Consultant and the Trust remains obligated to the Federal Aviation Administration.

ARTICLE 12. CIVIL RIGHTS TITLE VI ASSURANCE

12.01 Title VI Clauses for Compliance with Nondiscrimination Requirements

During the performance of this Agreement, the Consultant, for itself, its assignee, and successor in interest agrees as follows:

A. Compliance with Regulations

The Consultant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement.

B. Nondiscrimination The Consultant, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of Consultant’s, including procurements of materials and leases of equipment. The Consultant will not participate directly or indirectly in the discrimination prohibited by the [Title VI] Nondiscrimination Acts and Authorities, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

C. Solicitations for Subcontracts, including Procurements of Materials and Equipment

In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Consultant of the Consultant’s obligations under this Agreement and the [Title VI] Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

D. Information and Reports

The Consultant will provide all information and reports required by the Acts, the Regulations, and the directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Trust or the Federal Aviation Administration to be pertinent to ascertain compliance with such [Title VI] Nondiscrimination Acts and Authorities and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant will so certify to the Trust or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance

In the event of a Consultant’s noncompliance with the nondiscrimination provisions of this Agreement, the Trust will impose such contract sanctions [in accordance with any applicable notice and cure provisions provided for in this Agreement] as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

i. Withholding any payments to the Consultant under the Agreement until the

Consultant complies; and/or

ii. Cancelling, terminating, or suspending an Agreement, in whole or in part.

F. Incorporation of Provisions: The Consultant will include the provisions of Section

12.01, paragraphs A through F in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Consultant will take action with respect to any subcontract or procurement as the Trust or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a Consultant, or supplier because of such direction, the Consultant may request the Trust to enter into any litigation to protect the interests of the Trust. In addition, the Consultant may request the United States to enter into the litigation to protect the interests of the United States.

12.02 Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this Agreement, the Consultant, for…