MKAA Program Manager_RFQ_10OCT25 .pdf

M E T R O P O L I T A N

K N O X V I L L E

A I R P O R T

A U T H O R I T Y

Request for Qualifications

For

Program Management Services

At

McGhee Tyson Airport

Knoxville, TN

Issue Date:

October 10, 2025

Submission Due Date:

November 10, 2025

METROPOLITAN KNOXVILLE AIRPORT AUTHORITY

P.O. Box 15600 Knoxville, TN 37901

Phone: (865) 342-3001

PROGRAM MANAGEMENT SERVICES

REQUEST FOR QUALIFICATIONS

Table of Contents

Notice of Request for Qualifications

Background

Anticipated Scope of Services

Schedule for Selection and Award

Evaluation Criteria and Form of Submittal

Evaluation Criteria

Form of Submittal

Selection Procedure

General Provisions

No-Contact Policy

Title VI Solicitation Notice

Reservations by MKAA

Primary MKAA Contacts and Relationships with Current Consulting Firms

Explanation by Addendum Only

Submission Procedure

Additional Information

Contractual Requirements

Form of Agreement

Choice of Law

Indemnification

Confidentiality

Nondiscrimination Requirements

Applicable Federal Provisions:

DBE Program

Civil Rights Provisions

List of Exhibits

1. Notice of Request for Qualifications

The Metropolitan Knoxville Airport Authority (MKAA) is requesting Statements of Qualifications (SOQs) from interested and qualified consultants for program management services to support projects that are expected to be undertaken at McGhee Tyson Airport (TYS) during the next five (5) years. A Request for Qualifications (RFQ) package will be available for download in electronic format on October 10, 2025, at https://flyknoxville.com/airport-authority/procurement/.

SOQs must be submitted no later than 4:30 PM EST on November 10, 2025. SOQs will only be received by secure online network BidNet Direct (www.bidnetdirect.com).

2. Background

MKAA has embarked on a major capital improvement program to address growth at both TYS. As the largest commercial airport in East Tennessee, TYS is benefiting from unprecedented passenger growth. To address the capital improvements needed to accommodate this growth, MKAA is undertaking a long-term capital improvement program upgrade to TYS’s terminal and parking facilities, as well as several ancillary facilities. A large parking expansion is already underway. MKAA is planning substantial terminal improvements, including an expansion of the airline terminal, and related improvements in the near-term future. This terminal area development program (the “Terminal Program”) is described in more detail on Exhibit A attached hereto. General information regarding MKAA’s capital improvement program can be viewed at:

https://flyknoxville.com/wp-content/uploads/2025/08/FY26-to-FY30-ACIP_Final_Board- Approved.pdf.

MKAA’s Department of Planning and Development has historically overseen most capital projects at TYS with assistance from third-party design professionals. Given the magnitude of the Terminal Program, MKAA has concluded that it would be in MKAA’s best interests in implementing the Terminal Program to retain a consultant to provide program management services to supplement MKAA staff in overseeing and coordinating the Terminal Program. MKAA anticipates that the selected consultant will serve as an extension of staff so that MKAA can efficiently and effectively deliver the Terminal Program.

In addition to providing assistance with the Terminal Program, MKAA may request the selected consultant to assist with other capital improvement projects. If such services are requested, MKAA will issue a work authorization request to the selected consultant for specific projects.

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3. Anticipated Scope of Services

The selected consultant will assist MKAA staff with the implementation and oversight of specific capital improvement projects at TYS. In particular, MKAA expects to utilize program management services in connection with undertaking the Terminal Program.

The selected consultant should be prepared to provide the necessary support, including adequate staffing, as is needed in connection with the Terminal Program. MKAA will issue a separate Work Authorization with respect to each capital improvement project within the Terminal Program as to which program management services will be required.

MKAA expects that the selected consultant will consistently be requested to provide support during the term of the consultant’s agreement with MKAA but that staffing needs will fluctuate based upon available funding for capital improvements projects and the timing and sequencing of projects.

A description of the services that MKAA expects to be provided by the selected consultant is set forth in Exhibit B attached hereto. Such description is not intended to be an all-inclusive description. MKAA acknowledges that the selected consultant will bring knowledge and experience in defining a more precise scope of services based upon industry practice. However, based upon MKAA’s understanding of the types of services that the selected consultant would provide, that scope of services is generally outlined in Exhibit B.

4. Schedule for Selection and Award

October 10, 2025 RFQ advertised October 23, 2025 Final date for questions submission October 28, 2025 Responses to questions by MKAA November 10, 2025 Statement of Qualifications due November 19, 2025 Short listing of firms completed December 8-10, 2025 Short-listed firms individual airport tours/visits January 19-21, 2026 Final presentations February 6, 2026 Selection

5. Evaluation Criteria and Form of Submittal

A. Evaluation Criteria

The selection of a consultant will be based upon qualifications and experience, with fees determined through negotiations following selection. Following selection of a consultant, MKAA and the selected consultant will engage in negotiations to agree upon a compensation arrangement that is fair and equitable to both parties. This selection process is in accordance with the FAA AC 150/5100-14E and the Tennessee Code Annotated Section 12-4-107. The consulting firm(s) will be selected based on the following five (5) criteria:

1. (30%) Overall Approach – Each proposing firm must describe its approach to providing the services that have been generally described above and in Exhibit B, while recognizing that MKAA is seeking a partner to support, guide, and lead MKAA through a major expansion program. This description should provide your approach to providing the services as well as an organizational chart identifying respective roles of the consultant’s staff as well as MKAA staff and any other third-party providers to MKAA.

2. (30%) Qualifications of Project Team – Each proposing firm must identify the project team that will be performing work on behalf of the firm and also include:

• Qualifications, certifications and other key credentials of each team member;

and

• Demonstrated experience of each team member on comparable airport projects.

The key personnel on the project team identified in a proposal will be expected to remain assigned for the term of the agreement unless a substitution is agreed to by MKAA.

3. (20%) Experience with Airport Expansion Projects – Each proposing firm must describe the firm’s experience in program management for multi-phase airport expansion projects in support of a comprehensive expansion program.

4. (10%) Experience Working Closely with Other Contractors and Similar Airport Staff

– Each proposing firm should demonstrate through project experience the firm’s ability to interact with other firms similar to those under contract to the MKAA and the ability to work closely and effectively with various airport administrative departments to include finance, operations, and development.

5. (10%) Experience with Other Stakeholders – Each proposing firm should demonstrate through project experience the firm’s ability to interact with other airport stakeholders including airlines, tenants, and other similar stakeholders.

B. Form of Submittal

Each submitted SOQ shall not exceed twenty-five (25) 8.5” x 11.0” sized pages in an electronic format. Resumes of the primary staff being proposed shall be included in an Appendix (to be identified as Appendix A) to the SOQ. Each SOQ should contain only information relative to the evaluation criteria outlined above and must be kept in the same order given above. The maximum allowable twenty-five (25) page limit does not include

Appendix A or formatting/organizing pages such as cover page, table of contents, and section dividers.

C. Selection Procedure

After evaluation of the SOQs that are submitted, MKAA will short-list firms deemed to have best satisfied the evaluation criteria of this RFQ. These firms will be scheduled for separate half-day visits/tours of the airport facilities as well as interactions with staff regarding MKAA capital improvement program. MKAA will then coordinate a second visit with the firms for a presentation to the selection committee. The final selection decision from MKAA is anticipated to be within two weeks of the presentations to the selection committee. The first half-day visits/tours are designed to allow each short-listed firm to gain information and learn more about MKAA and its facilities. The second final presentation visit will be where each short-listed firm provides a presentation to the selection committee.

6. General Provisions

A. No-Contact Policy

MKAA has imposed a no-contact policy on the selection process. The no-contact policy is intended to prohibit any potential proposer from engaging in any direct or indirect lobbying of any member of MKAA’s Board of Commissioners, any MKAA staff member or other persons or organization that may be involved in this RFQ process on behalf of MKAA. The no-contact policy is effective between the date this RFQ is issued and the date of the approval of the agreement with the selected consultant by MKAA’s Board of Commissioners or as is otherwise directed by MKAA. Questions submitted in writing to the MKAA for clarifications of the information contained in this RFQ are not prohibited by this policy. Short-listed firms will also be provided with a deadline for any questions and clarifications prior to interview dates once final interview dates are established.

B. Title VI Solicitation Notice

The Metropolitan Knoxville Airport Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations thereunder, hereby notifies all offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit a statement of qualifications in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

C. Reservations by MKAA

To the extent permitted by applicable law, MKAA reserves the right to (i) supplement, amend or otherwise modify the terms of this RFQ, (ii) reject any and all SOQs, (iii) waive any informality in the RFQ process or parts thereof, (iv) re-solicit SOQs, and (v) select more than one proposer as a result of the RFQ. MKAA does not guarantee that a firm will be selected to provide services as a result of the RFQ or that an agreement will be successfully consummated with the selected proposer.

D. Primary MKAA Contacts and Relationships with Current Consulting

Firms

The purpose of this RFQ is the selection of a program management services firm. Any potential sub-consultant teaming for specific projects/initiatives will be established at the time those services are negotiated during the Work Authorization process. The MKAA has current/established on-call relationships with architectural design, engineering design, and financial consulting firms. The selected firm will be expected to work with our existing consultants and will primarily be under the direction of the President, Vice President of Planning and Development, and Vice President of Finance.

E. Explanation by Addendum Only

Every request for interpretation, questions or for additional information regarding the RFQ shall be made in writing. All questions will be submitted electronically via BidNet and answers will be distributed as an Addendum Only.

All inquiries must be received before October 23, 2025, 4:30 EST. Questions by phone or e-mail will not be accepted.

The Metropolitan Knoxville Airport Authority is not responsible for any electronic communication failures. MKAA reserves the right to reject all submittals without cause.

F. Submission Procedure

SOQs will only be received by secure online network BidNet Direct (www.bidnetdirect.com). The submission must be received no later than 4:30 PM EST on November 10, 2025. All submittals received after the time will be will not be considered. No overhead rate, fees, or any cost information should be identified as part of the submission.

The Request for Qualification (RFQ) package will be available for download in electronic format on October 10, 2025, at https://flyknoxville.com/airport-authority/procurement/.

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G. Additional Information

MKAA reserves the right to cancel or modify the terms of this RFQ at any time. MKAA will provide the Respondents with written notice of cancellation or modification.

7. Contractual Requirements

A. Form of Agreement

MKAA expects to enter into an agreement with the selected consultant to provide the program management services described in this RFQ. The sample form of such an agreement is attached hereto as Exhibit C. Proposing firms should review this form of agreement and identify in a separate Appendix (to be identified as Appendix B) any material objections regarding the terms of the Agreement. Such Appendix will not count against the page limit of the submission by the proposing party. MKAA reserves the right to revise the terms of the sample agreement at any time during the RFQ process and to negotiate different terms with the selected firm.

B. Choice of Law

The laws of the State of Tennessee shall govern the operation and enforceability of any agreement resulting from this RFQ. Any action or legal proceeding arising out of or related to any such agreement resulting from this RFQ must be brought in the state courts of Knox County, Tennessee, or in the federal court in the district where the MKAA is located.

C. Indemnification

MKAA will not agree to indemnify the selected firm in any agreement resulting from this

RFQ with respect to any matters due to constraints under State law as well as policy reasons.

D. Confidentiality

MKAA cannot agree to confidentiality provisions in any agreement resulting from this RFQ due to open records laws.

8. Nondiscrimination Requirements

A. Applicable Federal Provisions:

Any agreement will require compliance with the following stated orders and regulations and such other applicable regulations and executive orders as may be in effect at the time the agreement is entered into:

• TITLE 49 United States Code, CHAPTER 501 – Buy American Preferences

• DOL Regulation 29 CFR Part 5 – Davis Bacon Act

• DOT Regulation 49 CFR PART 29 – Government wide Debarment and Suspension and Government wide Requirements for Drug-free Workplace

• DOT Regulation 49 CFR Part 26 Disadvantaged Business Enterprise Participation

• DOT Regulation 49 CFR PART 30 - Denial of Public Works Contracts to Suppliers of Goods and Services of Countries that Deny Contracts to Suppliers of Goods and Services of Countries that Deny Procurement Market Access to U.S.

Contractors (Foreign Trade Restriction).

• Lobbying and Influencing Federal Employees - 31 USC § 1352 – Byrd Anti- Lobbying Amendment, 2 CFR part 200, Appendix II(J), 49 CFR part 20, Appendix A

• Procurement of Recovered Materials – 2 CFR § 200.322, 40 CFR part 247, Solid Waste Disposal Act

• Drug-Free Workplace Act of 1988 – 41 U.S.C. 702 through 706

B. DBE Program

The Offeror or Bidder agrees to comply with all relevant Disadvantaged Business Enterprise (DBE) program policies applicable to federally funded work to ensure that disadvantaged business enterprises have the maximum opportunity to participate in the performance of contracts and subcontracts and shall not be discriminated against on the basis of race, color, national origin, disability, or sex in the award and performance of DOT assisted contracts or other contracts defined by the MKAA. DBE compliance requirements are presently the subject of national litigation that affects airports and therefore the scope of DBE requirements cannot be fully determined at this time. Based upon interim rules recently issued by the FAA, MKAA does not expect that the selected consultant will be required to achieve any DBE goals.

C. Civil Rights Provisions

The selected firm must agree to comply with civil rights provisions and any other applicable Federal Aviation Administration requirements in any agreement resulting from this RFQ. The current civil rights provisions are included in the form agreement attached as Exhibit C, but the final civil rights provisions may change based upon FAA guidance that is in effect at the time of the agreement.

9. List of Exhibits

• Exhibit A – Description of Terminal Area Development Program

• Exhibit B – Detailed Scope of Services for Terminal Program

• Exhibit C – Sample Agreement

REQUEST FOR QUALIFICATIONS

EXHIBIT A

TERMINAL AREA DEVELOPMENT PROGRAM

DESCRIPTION

Terminal Area Development Program Description

Vision & Goals

McGhee Tyson Airport has developed a Terminal Area Plan to assist in preparing the Airport for continued success in the future. The new vision for the Airport is based off the Project Definition Document dated February 2, 2025 and is called the TYS Flight Plan. This program entails a series of projects to expand the Airport’s capacity to meet the future demand. PMSS services shall include but not be limited to the projects and program goals below:

Goals for TYS Flight Plan

a. Improve Passenger Experience and Maintain It – Provide a recommended level of service utilizing industry standards as guidelines.

b. Increase Gate Supply to Meet Near-Term Demand – Provide incremental & flexible gating expansions to accommodate a variety of airlines.

c. Plan and Design for Future Flexibilities – Include flexibility for future needs in projects as far as is possible.

d. Replace Aging and Failing Infrastructure – Include projects that provide operational efficiencies and allow for current growth needs with flexibility for expansion when needed.

e. Enhance Revenue Generation – Increase concession offerings on airside and marketing areas throughout.

f. Minimize Operational Impacts – Create implementation plans and phased construction to minimize operational interruptions.

Security Checkpoint Expansion

The existing terminal building will be expanded to support the addition of two security checkpoint lanes to accommodate current and future passenger throughput. The building will require expansion of approximately 2,100 SF expansion and 6,600 SF of renovation. The expansion will require additional mechanical and electrical utility expansion and relocation. This scope will also include reconfiguration of existing checkpoint lanes, TSA offices, checkpoint queue, and existing concessions.

Energy Plant Expansion

The existing energy plant will be expanded and refurbished to extend the life of the existing utility support equipment in the facility. This project will include the addition and replacement of electrical switchgear, additional mechanical chillers and cooling towers, additional mechanical boilers, and refurbishment or potential generator replacement. All work shall be done in an phased implementation to avoid loss of service to the existing facility.

Security Checkpoint Expansion

Energy Plant Expansion

Apron Expansion

The existing aircraft operations area requires an expansion and reconfiguration to allow aircraft and terminal operations to continue while the future concourse expansion project is in construction. The aprons to the south and the east of the terminal building require expansion. The south expansion will require the reconfiguration of the AOA security fence as well as a reconfiguration of an employee parking lot. The East apron expansion will require the demolition of general aviation hangars and grading and drainage adjustments for the aircraft to operate in the area.

Concourse Expansion

The existing East concourse will be expanded by 6 gates to provide adequate building facilities to support the airports transition from being sized for regional jet aircraft.to narrowbody aircraft. This expansion will also provide additional passenger capacity for the future growth of the region. The project includes six new aircraft gates, the renovation of four existing gates, and new amenities to support passenger experience. This requires the expansion and renovation of holdrooms, concessions, restrooms, circulation, and building support spaces.

South Apron Expansion East Apron Expansion

Concourse Expansion

EXHIBIT B

SCOPE OF SERVICES

PROJECTED SCOPE OF SERVICES FOR TERMINAL AREA DEVELOPMENT

PROGRAM

The Services are expected to include, but are not limited to:

1. Based upon the parameters of the terminal area development program (the “Terminal Program”) to be provided to the program manager (“PM”) by MKAA, the PM shall assist MKAA with further determination of project relationships, estimates of construction costs and schedules, life cycle costs where appropriate, and a determination of project sequencing and staging within the project site. PM shall include project planning exercises to achieve optimum and timely logistics, planning, design, testing and construction.

1.1. The PM shall make recommendations to MKAA regarding construction phasing and the packaging of enabling projects into contracts to minimize costs, conflicts within the Terminal Program, and maintain efficient operations of the airport and all carriers.

1.2. The PM shall make recommendations to MKAA regarding the site work plan to minimize program costs and conflicts within the project site and maintain efficient operations of the airport and all carriers.

1.3. The PM may prepare and update, as directed by MKAA, anticipated schedules for the construction of each phase of the (utilizing Primavera P6 or equivalent scheduling software) in the Program.

1.4. The PM shall prepare and update, as directed by MKAA, cost estimates for the construction of each component of Terminal Program. These estimates will serve as the basis of the project budget. The PM will prepare a project budget for each component in the Terminal Program as directed by MKAA.

1.5. At the direction of MKAA, the PM shall evaluate and check the accuracy of all designed prepared estimates of construction costs at 30, 60, 90 and 100 percent design (or as determined by MKAA) to determine the correct methodologies and assumptions were used and the estimates are reasonable.

2. Assist MKAA in the preparation of the RFP documents for all contracting components of the Terminal Program to the extent not already completed.

2.1. The PM shall assist in coordinating the construction activity of the Terminal Program between Airline Operations, Airport Infrastructure, Contractors to MKAA and other outside entities, where necessary. At a minimum, the PM shall create Construction Activity Plans for this purpose.

3. Ensure all teams involved in the Terminal Program execution are included in all project execution reviews and include but are not limited to MKAA, TSA, Local Law Enforcement, Local Emergency Services, Building Codes, the FAA, CBP, TDOT, Airlines, and Tenants among others As directed by MKAA, the PM shall ensure that all reviews and approvals from the necessary outside agencies are completed within the design schedule.

4. Provide oversight of field construction, inspection, testing, and punch list, all as more specifically set forth on,

4.1. Ensure that all teams and sub-contractors are following a safety and QA/QC program which is tracked daily The PM shall assist in developing, maintaining and updating a safety and QA/QC Plan (Plan) for all components in the Terminal Program. This plan shall be submitted to the MKAA for approval.

4.2. The Plan shall apply to all phases of design and construction work associated with the

Terminal Program.

4.3. The objective of the Plan shall be to assure that all work performed for the Terminal Program is subject to the management of the PM and shall conform with or exceed all applicable standards, regulations and requirements for safety, quality, reliability and maintainability.

5. Development and update of a project schedule plan reviewed daily/monthly.

6. Review contractor schedules and update to the master project schedule.

7. Implement, manage and provide a cost/budget reporting system The PM shall assist MKAA to perform cost and budget management for all components in the design and construction phase of the Terminal Program. Project scheduling is assumed to be a construction management function, however, in the event that contractor procurement is delayed, MKAA may request the PM perform program‐wide scheduling (via Primavera P6 or equivalent software capable of developing a cost loaded schedule).

8. The PM shall maintain project budget reports to assure that actual expenditures are accurately tracked and the forecast of the total Terminal Program cost is accurately projected and updated. These reports must include actual expenditures from MKAA as well as project cost increases from Design Professional and Contractor change logs. The PM shall complete the reports in a timely manner, according to a report delivery schedule required by MKAA.

9. PM shall implement and maintain a Change Management system to properly manage proposed change orders as well as scope creep.

9.1. In order to monitor the costs of components within the Terminal Program, the PM shall operate and maintain a cost and budget system. The PM shall use a cost and budget system approved by MKAA.

10. The PM shall prepare regular project reports on a report delivery schedule to be determined by MKAA. The reports shall include project status and critical risk updates from the PM, current and forecast budget information based on actual and anticipated changes, Terminal Program expenditures to date, the Terminal Program schedule where available and any necessary analysis or recommendations to keep the Terminal Program on schedule and within budget.

11. Provide cost estimating support as necessary The PM shall assist MKAA to identify risks to the Terminal Program that will affect schedule and budget adherence, including risks from external sources. Where applicable, MKAA may request the PM to apply additional analytical tools, such as a risk register.

12. The PM shall assist with performing and tracking close‐out items for completed projects, as well as helping MKAA to create standards for transitioning items from the construction program to the maintenance divisions. This shall also include LEED Certification, Commissioning, As-Built Documents, Lien Release Letters and Warranty Letters.

13. PM shall provide Operational Readiness and Airport Transfer (ORAT) services as required by MKAA for the transfer of projects from construction to operations.

13.1. PM shall ensure that all staff training required for operation transfer is executed by all appropriate parties. At the request of MKAA, PM shall provide general staff training on any and all aspects related to operation of the airport.

14. As requested by MKAA, the PM shall assist in developing additional reports to monitor the

Terminal Program. This may include additional program‐wide reports.

15. Review and assist in the processing of all invoices and payment systems to process monthly invoices.

16. Track the change order process monthly The PM shall assist MKAA to refine the process for identifying and tracking proposed changes, assessing impact and obtain MKAA approval or disapproval, and implementing approved changes to the Terminal Program during the design and construction phases. The PM shall review the Contractor cost estimated for Change Order requests. As directed by MKAA, the PM may be requested to provide an additional independent estimate.

17. Establish and maintain a document control system For document control and maintenance the PM shall operate and maintain a web‐based project management system, including providing project site administration, training and support for end‐users. If required, the PM shall assist MKAA in implementing, operating and maintaining a new web‐based reporting system.

17.1. PM shall perform document control audits as requested by MKAA to ensure appropriate document control procedures are being followed by all project team members.

18. Provide project oversight teams as required for successful execution of the program.

19. Coordinate and lead daily, weekly, monthly project updates as required and requested The PM shall attend Airport Operations and MKAA meetings as requested by MKAA, coordinate with Airport Operations and Airlines on any service impacts of the Terminal Program and document service impacts including, but not limited to, ramp modifications, gate closures, and rerouting of AOA access, and shall include pertinent outside events that may affect airline construction schedules.

20. The PM shall also attend project progress meetings, where requested. Depending on the weekend construction activities, the PM should be prepared to provide additional staff to MKAA on weekends to report on various construction activities and provide assistance and updates as requested by MKAA.

21. Prepare and present a monthly Executive Summary Presentation to MKAA Executive

Leadership

21.1. The Executive Report shall include but not be limited to the flowing information:

▪ Accomplishments during the last period (month)

▪ Photographic Documentation of Progress

▪ Milestones and/or tasks completed

▪ Current activities

▪ Critical paths that may impact budget and/or schedule

▪ Budget overview

▪ DBE overview

22. PM Team should provide oversight of field construction, inspection, testing and punch list items

23. PM shall provide commissioning and inspection services as required by MKAA on a project-by-project basis.

24. Ensure that all PM team members have acquired a SIDA badge to work at TYS.

25. At the request of MKAA, PM team shall organize, coordinate, and implement community outreach programs and activities to develop community support and interest in the Terminal Program.

26. At the request of MKAA, PM team shall prepare documentation required to obtain grant funding from various governmental entities. PM shall administer and monitor any and all grant funding and their appropriate application to various elements of the Terminal Program.

27. Other related program management tasks as described or deemed necessary during the term of the contract.

48534357.3

EXHIBIT C

SAMPLE AGREEMENT

AGREEMENT FOR PROGRAM MANAGEMENT SERVICES

THIS AGREEMENT FOR PROGRAM MANAGEMENT SERVICES is made and entered into as of the ______ day of ____________, 20___ by and between the METROPOLITAN KNOXVILLE

AIRPORT AUTHORITY, a public corporation organized and existing under the laws of the State of

Tennessee (the "Authority"), and ____________________, a ______________, having offices at

______________, _____________, ______________ (the "Consultant").

WITNESSETH:

WHEREAS, the Authority desires to obtain program management services for capital improvement projects at its airport facilities (collectively, the "Airport"); and

WHEREAS, as a result of a request for qualification issued by the Authority and a selection process, the Consultant has been selected to provide such services, and the Authority desires to retain the Consultant to furnish certain program management services for various projects, including the Authority’s terminal area development program; and

WHEREAS, the parties desire to set forth the terms under which the Consultant shall provide such services.

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

1. Scope of Engagement.

(a) The work contemplated by this Agreement is expected to consist of individual projects within the scope of the Consultant's area of expertise, and the Authority will identify each such specific project to the Consultant as needed. Upon identifying such a project, the parties will use their best efforts to develop jointly and agree upon a "Scope of Work" consisting of a description of the scope of basic services and any specia1 services required for the specific project.

(b) Each such Scope of Work shall become a part of a work authorization based upon the form of Exhibit C hereto (each a "Work Authorization"), and each Work Authorization shall be attached hereto and incorporated herein by reference. The undertaking of a Scope of Work may be authorized in multiple Work Authorizations, covering different phases of such Scope of Work, such as planning, design, pre-construction, construction, operational readiness, activation and transition, post-construction, and warranty phase services. The issuance by the Authority of a Work Authorization for a phase of Scope of

Work shall not require the Authority to issue Work Authorizations for subsequent phases.

(c) Upon the Authority's issuance of a written notice to proceed with a project pursuant to a Work Authorization, the Consultant will proceed to provide the services described in such Work

Authorization. The Consultant shall perform such services with the professional skill and care ordinarily provided by a program manager providing services to a commercial airport under the same or similar circumstances.

(d) It is not the intent of the parties that this Agreement apply to all projects which may be initiated by the Authority, and the Authority expressly reserves the right to use a separate selection process to provide program management support services for projects as it deems appropriate.

2. Responsibility of the Authority.

(a) The Authority shall designate a representative authorized to act on its behalf to identify individual projects and to negotiate the Scope of Work for each project. The Consultant acknowledges that such representative shall not have the authority to legally obligate the Authority except to the extent authorized by the Authority's bylaws and policies.

(b) The Authority shall make available for the Consultant's use all records and information as to unusual conditions affecting the Consultant's services that are related to the individual project and readily available to the Authority. Unless the Consultant is aware of the inaccuracy of any information contained therein, the Consultant shall be entitled to use and rely upon the accuracy, reliability and completeness of any such documents and information provided by the Authority or its employees, agents, officers, or consultants in conjunction with the Consultant's performance of services pursuant to this

Agreement.

3. Payments to the Consultant.

(a) The Authority agrees to pay the Consultant as compensation for its services performed under this Agreement, and pursuant to an executed Work Authorization, the consideration set forth in such Work Authorization.

(b) Compensation for Services.

(i) Basic Services. Compensation for basic services under a Work

Authorization may be paid based upon any of the following methods (as will be set forth in each Work

Authorization): (i) an hourly basis utilizing the hourly rates, (ii) a lump sum amount (when the Authority and the Consultant can fully define the scope, complexity, character and duration of effort at the time negotiations take place), (iii) a cost plus fixed fee basis (when the Authority and Consultant cannot fully define the scope, complexity, character or duration of effort at the time negotiations take place), or (iv) a combination of any of the above methods. The payment method shall be agreed upon by the parties and set forth in the applicable Work Authorization. The Consultant's current standard hourly billing rates are reflected in Exhibit B attached hereto and will be in effect through June 30th of each calendar year with no changes to rates except as may be provided below. The Consultant may request an increase in its standard hourly billing rates by submitting an updated Exhibit B by April 1 in any year for consideration of and, if approved, written approval by the Authority, which increased rates would go into effect as of the following

July 1st, and if the Authority does not approve any such increase, the Consultant shall not be required to thereafter enter into any Work Authorization based upon the standard hourly rates. For projects to be undertaken based upon a cost plus fixed fee basis, the Consultant will provide the Authority with a fixed fee worksheet for review and approval before executing a Work Authorization for such project.

(ii) General Services. The Authority may also request that the Consultant provide general consultant services not related to a specific project, and in such event, the parties shall negotiate the terms of a Work Authorization relating to such general services prior to the Consultant's commencement of said services, including which payment method in Section 3(b)(i) above is to be applied.

(iii) Maximum Fee. Each Work Authorization shall include a stated maximum amount payable by the Authority thereunder.

(c) Compensation for Special Services. The Authority will pay the Consultant for special services performed by subcontractors or subconsultants under approved subcontracts which may be included in a lump sum amount or at the actual invoice amount plus a percentage (not to exceed __%) administrative charge as is negotiated in the applicable Work Authorization. The scope and cost of such subcontract work must be approved in advance by the Authority. For special services performed by employees of the Consultant, compensation shall be based on the applicable Work Authorization.

(d) Reimbursable Expenses: Reimbursable expenses are defined and shall be paid as follows:

(i) Travel expenses, including meals and incidental expenses, incurred by the

Consultant's personnel engaged in work required by any Work Authorization when traveling in connection with the project outside the Knoxville area when authorized by the Authority will be considered a reimbursable expense. Travel expenses, including meals and incidental expenses, shall be reimbursed in accordance with the current United States General Service Administration (the "GSA") per diem rates as published by the GSA from time to time.

(ii) Reproduction expenses for drawings and design documents and overnight delivery expenses applicable to the project will be considered reimbursable expenses and shall be paid at actual cost without added mark-up or overhead.

(e) Terms and Conditions. The compensation described above is based upon the following conditions:

(i) Time charged to the project by the Consultant's personnel will include only the time that the applicable employees are engaged in actual work on the project at the Consultant's office and at the site of the project.

(ii) Only the personnel needed and required to accomplish the services in keeping with the prescribed schedule shall be assigned to the project.

(iii) Charges will not be made to the project during periods of sickness, vacation or at any other times when personnel are not gainfully employed on the project.

(f) Invoices shall be submitted at monthly intervals to the Authority along with any required backup documentation per the compensation method provided in the applicable Work

Authorization. Payment shall be due and payable within thirty (30) days after approval by the Authority. In the event the Authority has an objection to all or a portion of an invoice, it will convey the objection to the

Consultant promptly, and will proceed to pay the portion of the invoice to which it has no objection pending resolution of its objection.

4. Term and Termination.

(a) The term of this Agreement shall commence on the date hereof and expire at the end of thirty-six (36) months thereafter. The term hereof shall be automatically extended for two additional periods of one (1) year each (each an "Extended Term"), unless by written notice delivered thirty (30) days prior to the commencement of the first Extended Term, or, if applicable, the second Extended Term, either party shall notify the other of the intention not to renew.

(b) For any Work Authorization that is authorized and executed prior to the expiration of the original term, or Extended Term(s) of this Agreement, the Consultant shall provide services through completion as described in the Scope of Work with all terms of this Agreement in effect until the completion of such Work Authorization.

(c) This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail to substantially perform in accordance with the terms hereof through no fault of the party initiating the termination. In the event of termination for such default, the Consultant shall cease work under this Agreement as of the date of the notice of termination and shall be paid for services rendered to the time of termination, adjusted by the extent of additional costs, if any, incurred by the

Authority as a result of the Consultant's default.

(d) A Work Authorization may be terminated or suspended by the Authority in the event it chooses to abandon or indefinitely postpone the project that is the subject of the Work Authorization prior to the completion of the work related to that project. In the event of such a termination, the Authority shall give seven (7) days written notice to the Consultant of its decision to abandon or postpone the individual project and the Consultant shall stop all work on the project as of the date of the notice. The

Authority shall pay the Consultant for services rendered to the time of abandonment, suspension or indefinite postponement, but no amount shall be allowed for anticipated profit on unperformed services. If the Consultant is undertaking a Work Authorization based upon a fixed fee, the payment shall be based upon the Authority's determination as to the percentage of the Work Authorization performed.

(e) This Agreement may also be terminated entirely by the Authority, for its convenience, upon sixty (60) days' prior written notice to the Consultant, which shall discontinue all work under this Agreement upon receipt of such notice. The Authority shall pay the Consultant for services rendered to the date of termination as well as its reasonable costs of terminating its work under the

Agreement, but no amount shall be allowed for anticipated profit on unperformed services. If the Consultant is undertaking a Work Authorization based upon a fixed fee, the payment shall be based upon the Authority's determination as to the percentage of the Work Authorization performed.

(f) The Consultant shall deliver to the Authority any and all work product produced by it prior to any termination as above recited.

5. Ownership of Documents.

(a) All work product prepared by the Consultant pursuant to this Agreement, including but not limited to data, reports, estimates, designs, calculations, tracings, maps, studies, photographs, models, summaries and recommendations, shall become and be the property of the Authority and not of the

Consultant and shall be delivered to the Authority upon its request, or in all events upon the cessation of this Agreement, whether by expiration, termination or otherwise. The Consultant may retain copies, including reproducible copies, of such work product as part of its record of professional activity.

(b) All documents, prepared by the Consultant pursuant to this Agreement, are intended for use only with respect to the project for which such documents are prepared and are not intended or represented to be suitable for reuse by the Authority for any other project. Any reuse without written verification by the Consultant will be at the Authority's sole risk and without liability or legal exposure to the Consultant. Any such verification or any adaptation by Consultant will entitle the Consultant to further compensation at rates to be agreed upon by the Authority and the Consultant. Notwithstanding these provisions, the Authority shall be provided all documents as addressed in the Airport Design Guidelines adopted by the Authority.

(c) All rights to inventions and materials generated under this Agreement may be subject to rules or regulations to the extent applicable, issued by the Federal Aviation Administration (the

"FAA"), the Tennessee Department of Transportation Aeronautics Division (the "TDOTAD") and the

Authority, and to the extent applicable, such rules or regulations shall take precedence over the terms of this

Agreement.

6. Assignment. The Consultant acknowledges that its services are unique and personal and its rights under this Agreement may not be assigned or its duties or obligation delegated without the express written consent of the Authority. Any contract by the Consultant with a subcontractor or subconsultant approved in a Work Authorization shall be deemed a permitted delegation under this Agreement, but the

Consultant shall remain primarily responsible for performance of any such subcontractor or subconsultant.

7. Covenant Against Contingent Fees. The Consultant warrants that it has neither employed nor retained any person or company other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement, and that it has not paid nor agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

8. Additional Services. No services shall be provided by the Consultant under this Agreement unless such services are provided under a duly executed Work Authorization by both parties. It is mutually understood and agreed that the Authority, subject to the limitations of Section 3(b) hereof, will compensate the Consultant for services resulting from significant changes in general scope of the Work Authorization project or its design, including but not necessarily limited to, changes in size, complexity, project schedules, character of construction, revisions to previously accepted studies, reports, design documents or contract documents and for preparation of documents for separate bids, when such revisions are due to causes beyond the Consultant's control and when requested or authorized by the Authority. Compensation for such additional work when authorized by the Authority shall be reflected in a new Work Authorization.

9. Jurisdiction and Venue. This Agreement has been executed by, delivered to and accepted by the Authority in the State of Tennessee, and the provisions hereof shall be governed by the laws of

Tennessee, and any disputes arising out of or related to this Agreement shall be resolved in accordance with said laws. The parties agree that any action or legal proceeding arising out of or related to this Agreement shall be brought in the state courts of Knox County, Tennessee, or in the federal court in the district where the Airport is located, and the parties hereby consent to and waive any objection to jurisdiction or venue in said courts.

10. Non-Binding Mediation. The Authority and the Consultant agree to engage in nonbinding mediation in an effort to resolve any disputes that arise hereunder. Engaging in mediation shall not be a condition precedent to either party's right to institute legal action on its claims. The parties may engage in nonbinding mediation either before or after litigation is commenced, provided, however, that in no event shall the request for mediation be made after the claim or dispute would be barred by the applicable statute of limitations.

11. Notices. Notices to the parties under this Agreement shall be sufficient if delivered by overnight delivery by a nationally recognized courier or sent by registered mail, postage prepaid, addressed to:

Metropolitan Knoxville Airport Authority

Attn: Vice President of Planning and Development

McGhee Tyson Airport

2055 Alcoa Highway

Alcoa, Tennessee 37701 or to such other address or person as the Authority may from time to time designate in writing. All notices and payments required to be given or made by the Authority to the Consultant pursuant to this Agreement shall be given or made at the following address:

or at such other address as the Consultant may from time to time designate in writing.

12. Headings. The headings of the several sections of this Agreement are inserted as a matter of convenience and for reference, and they in no way define, limit or describe the scope or intent of any provision hereof, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction of such terms and provisions.

13. Indemnification.

(a) The Consultant agrees to indemnify and hold harmless the Authority and its commissioners, officers and employees from and against claims, actions or demands by a third party for damages, injuries and losses to persons and property, including but not limited to death of any person and loss of the use of any property to the extent caused by any negligent activity, error or omission of the

Consultant or any agent, employee, licensee, subcontractor or subconsultant of the Consultant. Further, the

Consultant agrees to indemnify and hold harmless the…