SFQ #241156 Purchase Compressed Gases.pdf

SOLICITATION FOR QUOTES

SFQ #: 241156

Request Date: 09/11/25

Quote Deadline: 09/23/25

Buyer: Alexander Hamdan

VENDOR:

CONTACT NAME:

PHONE: CELL:

EMAIL: FAX:

All questions regarding this SFQ must be submitted to the Procurement Contact at the above number and email address. Contact concerning this SFQ with any other employee, officer or Board Member of the Airport Authority is not permitted during the solicitation process.

The Wayne County Airport Authority (Airport Authority) is requesting quotes from an authorized dealer for the purchase and delivery of compressed gases and medical gases, including tank rentals, refills, and exchanges to be ordered as needed for a term of Three (3) years. Delivery required no later than 3 calendar days after ordered. Advanced notice with Wayne County Airport Authority approval is required for items that cannot meet the 3 day deadline with a new delivery requirement. Delivery may be required to multiple locations, including the Maintenance and Fire Departments at Detroit Metro Airport (located in Romulus, MI) and to the Maintenance Building at Willow Run Airport (Ypsilanti, MI). The Airport Authority reserves the right to add and/or remove locations during the term of the contract at its discretion.

Airport Authority Locations:

Detroit Metro Aiport (DTW) Maintenance Building: 32725 W. Service Rd. Detroit, MI 48242

Detroit Metro Airport (DTW) Fire Station: 509 W. Service Drive Detroit, MI 48242

Willow Run Airport (YIP): 3199 Tyler Rd. Ext. Ypsilanti, MI 48198

PH: 734-247-7900

FAX: 734-955-5648

Submission Location:

purchasing.questions@wcaa.us or www.bidnetdirect.com/mitn/wayne

-county-airport-authority mailto:purchasing.questions@wcaa.us http://www.bidnetdirect.com/mitn/wayne-county-airport-authority http://www.bidnetdirect.com/mitn/wayne-county-airport-authority

WAYNE COUNTY AIRPORT AUTHORITY Page 2 of 15

SOLICITATION FOR QUOTES #241156

Rev. 04.04.2024

COMPLETE ITEMS A, B, C & D BELOW:

ITEM A: INDICATE PRICE SCHEDULE

Maximum Mark-Up Over Cost:

Indicate above the type of mark-up over cost used to compute prices below (e.g.: 5% over cost, etc.).

The Airport Authority reserves the right to review Respondent's cost sheet prior to award and throughout contract term. Price Schedule provided shall be the basis for pricing for the term of the resulting purchase order.

ITEM B: DELIVERY GUARANTEE

☐ Yes, Delivery guaranteed no later than 3 calendar days after ordered.

ITEM C: Authorized Dealer Confirmation

☐ Yes, the bidder confirms that they are an authorized dealer and service provider of compressed gases and medical gases.

WAYNE COUNTY AIRPORT AUTHORITY Page 3 of 15

Rev. 04.04.2024

ITEM D: PRICE FORM

The following items and quantities are listed solely for the purpose of comparing Price/Discount Schedule as listed below. Actual items and quantities will vary. The purchase order (PO) issued from the contract resulting from this SFQ will be for estimated quantities or dollars but will not constitute any obligation or commitment for a specific amount. The resulting contract will be awarded based upon the unit prices and upon the discount/mark-up as given below.

Group A: Detroit Metro and Willow Run Maintenance Facilities

Subgroup A: Argon-Carbon Dioxide Cylinder

Estimated Quantity U/M Description Unit Price Total Extended

Price

5 Cylinder

Rental Fee for Argon-Carbon Dioxide Ultramix: Argon 75%, CD

25%, CGA 580R

300 Cubic Feet

5 Cylinder

Refill Fee for Argon-Carbon Dioxide Ultramix: Argon 75%, CD 25%, CGA 580R

300 Cubic Feet

5 Cylinder Rental Fee for Argon-Carbon Dioxide: Argon 90%, CD 10% CGA 580R 300 Cubic Feet

5 Cylinder Refill for Argon-Carbon Dioxide:

Argon 90%, CD 10% CGA 580R 300 Cubic Feet

6 Cylinder Rental Fee for Argon 100% CG 580 336 Cubic Feet $ $

6 Cylinder Refill Fee for Argon 100% CG 580 336 Cubic Feet $ $

1 Cylinder

Refill Fee for Willow Run Airport Authority Owned Argon-Carbon Dioxide Ultramix: Argon 75%, CD 25%, Size 125 CGA 580 cylinders 125 Cubic Feet

12 Each Hazardous Material Charge per delivery $ $

12 Each Delivery Charge (per delivery);

For the purpose of this Price Form the delivery size will be 2 cylinders.

1 Each Prorated Charge for Missing Argon- Carbon Dioxide Ultramix: Argon

75%, CD 25%, CGA 580R

Total Subgroup A Extended Price: $

WAYNE COUNTY AIRPORT AUTHORITY Page 4 of 15

Rev. 04.04.2024

Subgroup B: Large Oxygen Cylinder

Estimated Quantity U/M Description Unit Price Total Extended

Price

40 Cylinder

Rental Fee for Oxygen Compressed Large Industrial Size

200 CGA 540

300 Cubic Feet

40 Cylinder Refill Fee for Oxygen Compressed Large Industrial Size 200 CGA 540 300 Cubic Feet

1 Cylinder

Rental Fee for Nitrogen Compressed Large Industrial Size

200 CGA 540

300 Cubic Feet

2 Cylinder Refill Fee for Nitrogen Compressed Large Industrial Size 200 CGA 540 300 Cubic Feet

1 Cylinder

Refill Fee for Willow Run Airport Authority Owned Oxygen size 125 CGA 540 cylinder 300 Cubic Feet

2 Cylinder

Refill Fee for Willow Run Airport Authority Owned Nitrogen size 300 CGA 580 cylinders 300 Cubic Feet

1 Cylinder

Refill Fee for Willow Run Airport Authority Owned Oxygen size 20 CGA 540 cylinder 300 Cubic Feet

12 Each Hazardous Material Charge per Delivery $ $

12 Each Delivery Charge (per delivery) For the purpose of this Price Form the delivery size will be 5 cylinders.

1 Each Prorated Charge for Missing Oxygen Compressed Large Industrial Size 200 CGA 540

1 Each Prorated Charge for Missing Nitrogen Compressed Large Industrial Size 200 CGA 540

Total Subgroup B Extended

Continued On Next Page

WAYNE COUNTY AIRPORT AUTHORITY Page 5 of 15

Rev. 04.04.2024

Subgroup C: Acetylene Dissolved Cylinder Estimated Quantity U/M Description Unit Price Total Extended

Price

10 Cylinder Rental Fee for Acetylene Dissolved CGA 510 145 Cubic Feet

10 Cylinder Refill Fee for Acetylene Dissolved CGA 510 145 Cubic Feet

1 Cylinder

Refill Fee for Willow Run Airport Authority Owned Acetylene Dissolved size 3 CGA 510 cylinder 65 cubic Feet

1 Cylinder

Refill Fee for Willow Run Airport Authority Owned Acetylene Dissolved size MC (CL UOM) CGA 200 cylinder 65 Cubic Feet

15 Each Hazardous Material Charge per delivery $ $

15 Each

Delivery Charge (per delivery) For the purpose of this Price Form the delivery size will be 5 cylinders.

1 Each Prorated Charge for Missing Acetylene Dissolved CGA 510 $ $

Total Subgroup C Extended

Continued On Next Page

WAYNE COUNTY AIRPORT AUTHORITY Page 6 of 15

Rev. 04.04.2024

Group B: Detroit Metro Airport Fire Department

Subgroup D: Medical Oxygen & Nitrogen Cylinders

Estimated Quantity U/M Description Unit Price Total Extended

Price

Cylinder Exchange Fee for Medical

Oxygen size “M” (125) cylinders 125 Cubic Feet

Cylinder Refill Fee for Medical Oxygen size “M” (125) cylinders

Cylinder Rental Fee for Medical Oxygen size “M” (125) cylinders

Cylinder Exchange Fee for Medical Oxygen size “M-K” (249) cylinders 249 Cubic Feet

Cylinder Refill Fee for Medical Oxygen size “M-K” (249) cylinders

Cylinder Rental Fee for Medical Oxygen size “M-K” (249) cylinders

Each Nitrogen size 300 Cubic Feet cylinder refills of Airport Authority-owned tanks 300 Cubic Feet

12 Each

Delivery Charge (per delivery);

For the purpose of this Price Form the delivery size will be 2 cylinders.

Total Subgroup A Extended

Overall Total Extended Price (Group A, B, C, D) $

WAYNE COUNTY AIRPORT AUTHORITY Page 7 of 15

Rev. 04.04.2024

SOLICITATION FOR QUOTES CONTINUED

1) Insurance Requirements: See the attached Terms and Conditions for insurance requirements.

2) Small Business Enterprise (SBE) Participation: The Airport Authority encourages participation from small businesses headquartered in the ATA on all non-federally funded contracts. SBE participation can be achieved by a combination of any SBE prime contractor, subcontractors and/or suppliers. While not required in this contract, SBE participation may be committed to voluntarily. Responses including voluntary participation of 30% or more may be eligible to receive SBE Equalization Credits during the evaluation process. Details about the Airport Authority’s SBE Program may be found in Attachment S. For more information regarding the SBE program, please contact the Business Development Unit at business.development@wcaa.us or (734) 955- 5785. All other questions related to this particular solicitation must be sent to Purchasing.Questions@wcaa.us

3) Subcontractor: If a subcontractor will be used in the resulting contract, Respondent must include name, address, phone, fax, etc. of contractor and work to be performed.

4) Certificate of Good Standing: Respondent must be in Good Standing with the State in which their business is domiciled. The Respondent must indicate below that it is in Good Standing or not required to obtain such a certificate or otherwise register with that state. If the Respondent is domiciled outside of Michigan, the Respondent will also be required to be in Good Standing with the State of Michigan or indicate below that it is not required to obtain such standing or otherwise register with the State of Michigan. How to obtain information regarding obtaining a Certificate of Good Standing from the State of Michigan may be found at https://cofs.lara.state.mi.us/corpweb/HelpPages/OrderSystemInfo.aspx

( ) Business is in Good Standing with the State of Michigan

( ) Business is in Good Standing with the state in which this business is domiciled

( ) This business is not required to obtain a Certificate of Good Standing or otherwise register with the State of Michigan (and its state of domicile, if different) Explain why________________________________

5) Deadline: All quotes received by the deadline stated will be considered for award.

6) Award: The Airport Authority reserves the right to award by item, by group, or as a whole.

7) Ethics Violations: To report an ethics violation or for more information, go to www.wcaa.ethicspoint.com or call 1-888-447-8643. To view or download the WCAA Ethics Ordinance, access the following link:

https://secure.ethicspoint.com/domain/media/en/gui/35303/ethics.pdf .

8) TITLE VI: The Wayne County Airport Authority , in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and related Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, all businesses will be afforded full and fair opportunity to submit quotes 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.

9) FORCED LABOR: The Respondent certifies that it does not use forced labor or engage in human trafficking/modern slavery in any of its operations or supply chains. This includes, but is not limited to, the use of forced or compulsory labor, bonded or indentured labor, and involuntary servitude. The Respondent also certifies that it is in compliance with all applicable laws and regulations related to forced labor and human trafficking/modern slavery, including but not limited to The Uyghur Forced Labor Prevention Act (Public Law 117-78), and the Victims of Trafficking and Violence Protection Act (Public Law 106-386). The Respondent shall maintain records of its compliance with this provision and shall make such records available to the Airport Authority upon request and agrees to promptly notify the Airport Authority of any violations of this provision that are discovered during the performance of the contract. Failure to comply with this provision may result in disqualification of the response or termination of the contract.

https://cofs.lara.state.mi.us/corpweb/HelpPages/OrderSystemInfo.aspx http://www.wcaa.ethicspoint.com/ https://secure.ethicspoint.com/domain/media/en/gui/35303/ethics.pdf https://secure.ethicspoint.com/domain/media/en/gui/35303/ethics.pdf

WAYNE COUNTY AIRPORT AUTHORITY Page 8 of 15

Rev. 04.04.2024

10) By submission of this quote and signing below, The Respondent hereby certifies its receipt and understanding of, and accepts and agrees to be bound by (1) the Airport Authority’s Purchase Order Terms and Conditions as may be revised by the Airport Authority from time to time or (2) the Form of Agreement, if such a document was attached to this Solicitation for Quotes.

I hereby certify that the foregoing business information is true, correct and complete, that this business neither (a) engages in investment activities in the energy sector of Iran, including the provision of oil or liquefied natural gas tankers or products used to construct or maintain pipelines used to transport oil or liquefied natural gas for the energy sector of Iran, nor (b) extends credit to another person or entity, if that person or entity will use the credit to engage in investment activities in the energy sector of Iran:

Authorized Signature Date Print Name Office/Cell Phone #

*Federal Tax ID #: ______________________________or *MUNIS Vendor ID #: _______________________

*The business name associated with the Federal Tax ID Number provided MUST exactly match the business name indicated in the Vendor Self Service (VSS) for business vendor’s profile.

FAX, EMAIL, or SUBMIT ELECTRONICALLYTO MITN THIS COMPLETED FORM TO THE

CONTACT INFO LISTED ON THE FIRST PAGE BY NO LATER THAN THE DEADLINE

ABOVE.

WAYNE COUNTY AIRPORT AUTHORITY Page 9 of 15

Rev. 04.04.2024

Wayne County Airport Authority

Terms and Conditions (“Terms and Conditions”)

1. Goods and Services. Any and all goods, supplies, products and other tangible items provided by Seller to the Wayne County Airport Authority (“Authority”) shall be known as “Goods.” Any and all services, tasks and actions performed and/or provided by the Seller shall be known as “Services.” The Seller is solely responsible for any and all necessary labor, materials, tools, equipment, planning, supervision, taxes and other necessary services and costs to provide the Goods and/or perform the Services (collectively referred to hereinafter as the “Work”). The purchase order issued by the Authority to authorize the Work shall be known as the “Purchase Order”.

2. Michigan Law Prevails. The laws of the State of Michigan shall govern the interpretation and enforcement of the Purchase Order and these Terms and Conditions. Seller, and any of its subcontractors, agents, suppliers and/or subsellers, and all Goods or Services provided under the Purchase Order and these Terms and Conditions, shall strictly comply with all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders of any court or governmental agency or authority, and any and all rules, regulations, codes, orders, interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority and/or court having jurisdiction over these Terms and Conditions or any activity or event connected with these Terms and Conditions (collectively “Applicable Law”). The failure to comply with Applicable Law shall be a material breach of these Terms and Conditions. The Seller shall be solely responsible for the safety of its employees, subcontractors, subsellers, agents, invitees and suppliers, and shall indemnify the Authority and the County of Wayne from any and all costs and/or liabilities arising from the Seller’s failure to maintain safety.

3. Terms and Conditions Control. Seller is deemed to have accepted these Terms and Conditions upon the first to occur:

(a) Seller signing and returning an acknowledged copy of these Terms and Conditions; (b) Seller’s shipment of any of Goods or the performance of any Services. In the event the Authority does not receive a signed acknowledgement of these Terms and Conditions within ten (10) days after issuance to the Seller, the Authority reserves the right to cancel the same without any obligation to the Seller. Seller’s acceptance of these Terms and Conditions is limited to the acceptance of the express terms of the offer contained herein. Any quote, proposal and/or other documentation provided by the Seller for terms additional to or different from the Purchase Order and these Terms and Conditions or any attempt by Seller to vary the terms hereof is objected to and rejected by the Authority. In the event of a conflict between any of the requirements of the Purchase Order and these Terms and Conditions, the more stringent requirement shall control as determined in the sole and absolute discretion of the Authority.

4. Warranties and remedies. Seller expressly warrants: (a) that any and all of the Goods provided to the Authority: (i) shall be merchantable in the trade as goods strictly of the kind and quality required to be furnished by the Seller under the Purchase Order; (ii) shall be new, unused (unless the Authority specifically orders refurbished or used Goods), of good quality and free from latent and patent defects in design, material, manufacture and workmanship; (iii) are of the quality, size, dimension and specifications ordered by the Authority; (iv) are not restricted in any way by patents, copyrights, trade secrets, security interest, lien and/or other encumbrances or rights of third parties that would affect the Authority’s use of the Goods; (v) have been properly stored, labeled, handled and shipped; (vi) shall be safe for use and comply with all Applicable Law; (vii) shall strictly conform to the requirements of the Purchase Order; and (viii) shall be fit for the particular purpose(s) for which the Authority intends to use the Goods; and (b) that any or all of the Services performed for the Authority: (i) shall be performed in a workmanlike manner;

(ii) are to be performed by the Seller’s employees, subcontractors and agents; (iii) shall be performed by persons who possess the necessary skills, experience, registrations, licenses, certifications and qualifications required to perform the Services; (iv) and shall strictly comply with the requirements and expectations of the Authority. The Seller further warrants: (i) there is no actual or potential conflict of interest between the Seller and the Authority; (ii) it is presently compliant and shall comply with any applicable provisions of the Authority’s Ethics Ordinance; (iii) the Seller is an equal opportunity employer; and (iv) the Seller is a legally organized entity in good standing under the laws of the state of its organization and, where required, in good standing under the laws of the State of Michigan. If the Goods or Services are determined by the Authority not to conform with Seller’s warranties stated above, the Seller shall promptly upon receipt of written notice of such nonconformity from the Authority, and at no cost to the Authority, repair the Goods and/or reperform the Services so that they conform with the Seller’s representations or replace them with conforming Goods and/or Services. In lieu of such repair or replacement by Seller, the Authority may, at its option and not in limitation of any other right or remedy it may have, do any of the following: (i) reject the non-conforming Goods;

(ii) revoke acceptance of nonconforming Goods after the discovery of the nonconformance; (iii) reject the Services; and (iv) require Seller to refund any amounts paid by the Authority for any Goods and/or Services for which a breach of warranty exists and remove the nonconforming items. Seller shall be liable for any and all amounts, liabilities and/or damages incurred and sustained by the Authority in connection with any breach of warranty, including but not limited to the removal, replacement, repair, shipping, receiving, storage and reinstallation costs and all other incidental and consequential damages. Seller’s warranties and related obligations shall survive final payment and acceptance of the Goods and Services or the termination of these Terms and Conditions, whichever occurs first, for a period of six (6) years. Seller shall perform all inspections and tests with respect to the Goods and Services as is required by the Purchase Order and normal trade practices. Notwithstanding any inspection, acceptance of the Goods and Services shall be at the delivery point. Any inspection or test by the Authority shall not relieve Seller of any warranty obligation or liability with respect to the Goods and Services, nor shall any such inspection or test or failure to inspect or test be interpreted as, or in any way imply, acceptance of the Goods or Services.

5. Delivery Schedule. Seller agrees to keep the Authority fully informed regarding its delivery schedule for the Goods and Services, and shall immediately advise the Authority in writing of any delay or anticipated delay. If the Authority provides a stated need for the Goods by a given date, the Seller shall ship the Goods by a more expensive way than specified in the Purchase Order to ensure the Authority receives the Goods by that date, and any increase in the transportation costs resulting therefrom

WAYNE COUNTY AIRPORT AUTHORITY Page 10 of 15

Rev. 04.04.2024 shall be paid by the Seller. Seller shall not ship the Goods under any reservation of rights. The Authority shall have the right to inspect the Goods before or after payment.

6. Title and Risk of Loss. Seller warrants that it has the right to sell the Goods and the ability to deliver good title to all Goods and Services. Title to the Goods shall pass to the Authority upon the earlier of: (i) the date the Authority paid for the Goods; or

(ii) the date the Goods are received and accepted by the Authority. In addition to its other insurance obligations, Seller shall insure the full value of the Goods while in transit and in storage prior to the delivery of the Goods and acceptance of the Authority.

Seller shall have retained the risk of loss with respect to the Goods (regardless of the Authority’s title thereto) until the Goods have been delivered to and accepted by the Authority at the delivery point specified in the Purchase Order. Seller shall promptly execute and provide the Authority with any and all documentation necessary to transfer title to the Goods or evidence of the Authority’s title thereto.

7. Indemnity. To the fullest extent permitted by Applicable Law and commensurate with the Seller’s degree of fault, the Seller shall defend, hold harmless and indemnify the Authority and the County of Wayne, and any respective director, officer, board member, employee, agent, successor and assign of the Authority and/or the County of Wayne, from and against any and all damages and liabilities involving any of the following:

(a) Any actual or alleged infringements of any patent, trademark, copyright or other intellectual property right related to arising from the Goods and/or Services, except for that which arises solely from acts of the Authority;

(b) Any actual or alleged injury or death to any person, or damage to or destruction of property (including the loss of use thereof), or any other damage or loss by whomsoever suffered resulting from or arising out of or in connection to the Goods and/or Services, whether or not such damage or loss is due to the negligence of any kind or character on the part of the Authority, except for that which arises solely from the acts of the Authority or a third-party;

(c) Any actual or alleged failure or material breach of the Seller to comply with the Purchase Order;

(d) Any actual or alleged failure of the Goods or Services to comply with the Purchase Order; and

(e) Any lien, claim or encumbrance (of any type) in which any person or entity seeks or claims an interest in the Goods or Services which is in conflict with or otherwise impairs the Authority’s sole and exclusive right to the Goods and Services.

The foregoing indemnification obligations shall: (i) not be affected or limited by, in any way, any insurance required by the Seller;

and (ii) survive the termination and expiration of these Terms and Conditions for a period of six (6) years.

8. Changes. The Authority shall with Seller’s consent have the right at any time, without invalidating or breaching the Purchase Order, to direct Seller by written notice to add to, reduce, suspend or otherwise change the scope of the Purchase Order and to make changes to the quantities, type, specifications and character of the Goods, the sequence of the performance of the Services, scope of Services, time for performance of the Services, as well as the materials, packaging, time and place of delivery and method of transportation of the Goods (any such addition to, reduction, suspension or other change by the Authority defined as a “Change”). In the event of a Change, the Total Purchase Order Amount may be adjusted by the agreement of the Authority and the Seller. The Seller shall have no right to suspend the performance of the Work following a Change by the Authority.

9. Payment. The total amount of money due from the Authority to the Seller and as stated on the Purchase Order shall be the “Total Purchase Order Amount.” Payment shall be paid only for Goods and/or Services that are specifically named in the Purchase Order. No additional costs for items, services, overtime, holiday pay, premium pay and the like will be paid by the Authority without its prior express written consent. The Total Purchase Order Amount shall not include any federal excise taxes or sales taxes imposed by any state or municipal government. Notwithstanding anything to the contrary herein, the Seller shall not be pre-paid for any Goods or Services without prior express written approval from the Authority and shall only be entitled to invoice for Goods provided to and accepted by the Authority and Services completed for and accepted by the Authority. The Total Purchase Order Amount may include annual estimated orders, established solely for the convenience of the Authority.

Should the actual Goods and/or Services be less than the Total Purchase Order Amount, the Authority shall not be obligated to utilize or pay for any unused balance. In no event shall the Seller be entitled to invoice for or collect any amount in excess of the Total Purchase Order Amount. The Seller waives any and all claims for additional compensation for which it did not receive the prior written approval of the Authority, it being expressly agreed the Seller shall not exceed the Total Purchase Order Amount without the prior written approval of the Authority. Seller shall be responsible for all charges related to the Goods and Services in excess of the Total Purchase Order Amount but shall nonetheless deliver the Goods to the Authority and perform the Services for the Authority. The Authority will pay all undisputed sums for the Goods supplied and Services provided pursuant to these Terms and Conditions. The Seller and the Authority agree the Authority is vested with the absolute and unconditional right to withhold payment of any sum or amount otherwise claimed due from the Authority and which the Authority determines is disputed. The Seller shall continue to provide the Goods and perform the Services despite the Authority’s decision to withhold payment for disputed sums or amounts.

On a monthly basis (and no later than forty-five (45) days after the Seller provides any Good or performs any Services), the Seller shall invoice the Authority by sending all invoices via email to the following address: AP@wcaa.us Each and every invoice shall contain all pertinent and necessary information required for the Authority to adequately review the Goods provided and the Services completed for which the Seller has submitted an invoice. Prior to the submission of any invoice, the Seller shall ensure an IRS FORM W-9 is on file with the Authority. Should the Seller fail to timely invoice the Authority within the 45-day period set forth above or the end of the Authority’s Fiscal Year in which the Seller provided the Good or performed the Services, whichever occurs later, the Seller irrevocably waives any and all claims for payment resulting from or relating to any invoices which the Seller failed to timely submit as required herein.

10. Time for Performance. Seller acknowledges and agrees the Authority’s time period(s) for the delivery of the Goods and performance of the Services are essential conditions to the Purchase Order. Accordingly, the Authority reserves the right without liability, in addition to any other right it may have, to terminate these Terms and Conditions on notice to Seller as to Goods not mailto:AP@wcaa.us

WAYNE COUNTY AIRPORT AUTHORITY Page 11 of 15

Rev. 04.04.2024 accepted and to Work substitute Goods elsewhere and charge the Seller for any loss incurred, as well as to Services performed incorrectly or in contravention to the Authority’s scheduling requirements.

11. Termination for Default. When the Seller has not performed or has unsatisfactorily performed the obligations required by these Terms and Conditions, payment shall be withheld in the sole and absolute discretion of the Authority. Failure on the part of the Seller to fulfill Purchase Order obligations shall be considered just cause for termination of the Purchase Order and the Seller shall only be entitled to recover any undisputed costs incurred by the Seller up to the date of termination, and Seller waives any and all claims for costs resulting from termination (including but not limited to consequential damages, lost profits, demobilization costs, termination costs, etc.). Any termination for default that is later determined to be invalid shall automatically be converted into a termination for convenience.

12. Termination for Convenience. At any time, the Authority may terminate these Terms and Conditions, in whole or in part, without showing cause upon written notice to the Seller specifying the extent and the effective date of the termination. In connection with such termination, the Authority shall pay Seller, as Seller’s sole and exclusive remedy, a termination payment comprised of any amounts due for the Work the Authority accepted prior to the termination date and Seller’s reasonable and necessary direct costs resulting from the termination which are substantiated by evidence satisfactory to the Authority (and determined in the sole and absolute discretion of the Authority). In no event shall the Seller be entitled to any payment or profit for any Work not accepted by the Authority, nor shall the Seller be entitled to any consequential damages of any type arising from the termination.

13. Disputes. Any and all disputes arising out of or related to the Purchase Order and these Terms and Conditions shall be resolved only in the courts located in Wayne County Michigan, the Michigan Court of Appeals or the Michigan Supreme Court, it being agreed Seller does business in Wayne County Michigan and is subject to jurisdiction of the courts located in Wayne County, Michigan. At the Authority’s sole and exclusive option, for which separate consideration is acknowledged as received, any disputes between the parties shall be resolved by arbitration before the American Arbitration Association in accordance with the applicable rules of the American Arbitration Association, and any judgment or award issued by the arbitrators shall be final and may be entered in any court having jurisdiction thereof. Any arbitration shall occur in Wayne County, Michigan, and the Seller agrees the Authority may join third parties to any arbitration proceeding as the Authority deems fit. The party that initiates any legal action shall pay all arbitration filing fees. In the event the parties are involved in any arbitration or court proceedings arising out of these Terms and Conditions, the Authority shall be entitled to recover all of its actual attorneys’ fees, interest, costs, arbitration fees (including case administration fees and the arbitrator(s) fees), and expert witness fees if the Authority is the prevailing party.

14. Limitation of Liability. In no event shall the Authority, or any respective director, board member, officer, employee, agent, successor and assign of the Authority, be liable to Seller, or anyone claiming through or related to Seller, whether based on the Purchase Order, tort, negligence, warranty, indemnity, strict liability, delay, error or omission, or otherwise, for any consequential, special, incidental, indirect, punitive, exemplary or multiple damage or damages arising from or in connection with loss of use or loss of revenue or profit, actual or anticipated, increased expense of manufacturing or operation, loss of use, or cost of capitals, and the Seller hereby releases the Authority and the County of Wayne, and any respective director, officer, board member, employee, agent, successor and assign of the Authority and the County of Wayne, from any such liability. The Authority’s total liability to the Seller shall not exceed the Total Purchase Order Amount. Any and all claims and causes of action against the Authority must be commenced within two years of the date of these Terms and Conditions or the Seller will have deemed to irrevocably waived any and all such claims and causes of action.

15. Retention of Records. The Seller shall retain and maintain any and all records and documents relating to these Terms and Conditions for three years after final payment and shall make them available for inspection and audit by authorized representatives of the Authority. The Authority, or any agent appointed by the Authority, may review and audit the books and records of the Seller in relation to these Terms and Conditions at any time, upon written notice to the Seller. The Seller shall immediately cooperate, in all respects, with any audit request from the Authority.

16. Force Majeure. The Authority shall not be liable for delaying delivery and/or acceptance of the Goods and Services, for its failure to accept any Goods or Services, for its failure to perform hereunder or for breach hereof due to the following: (i) fire; (ii) explosion; (iii) flood; (iv) riot; (v) strike; (vi) war; (vii) insurrection; (viii) acts of terrorism; (ix) acts of God; (x) regional energy outages; and (xi) other like causes beyond the reasonable control of any party (events (i) through (xi) are hereinafter collectively referred to as “Force Majeure Events”). The Seller shall not be liable for a delay in the performance of one or more of its obligations under the Purchase Order due to Force Majeure Events, but only to the extent and upon condition that Seller provides written notice to the Authority with all of the following requirements: (i) the Seller’s written notice conspicuously indicates in the notice’s subject heading “CLAIM FOR FORCE MAJEURE RELIEF”; (ii) the Seller’s’ written notice identifies the Force Majeure Event(s) set forth herein for which Seller seeks relief; and (iii) the Seller provides written notice to the Authority not later than seven (7) business days after the first occurrence of the applicable Force Majeure Event(s). Under no circumstances shall the Seller be entitled to, and the Seller specifically waives, any additional compensation or costs related to any Force Majeure Events, and the Seller’s sole and exclusive remedy, provided notice was properly and timely provided, is an extension of time to provide the Goods and/or Services.

17. Insurance.

Types and Amounts: The Seller (and each applicable subcontractor), at its own expense and in its own name, must provide and keep in force during the term of these Terms and Conditions, the following types of insurance in not less than the amounts indicated below, with a financially responsible insurance company or companies licensed to conduct business in the State of Michigan and satisfactory to the Authority:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with

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Rev. 04.04.2024 limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation insurance as required with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $500,000 per accident for bodily injury or disease. Additional Insureds: The Wayne County Airport Authority and the County of Wayne, their directors, officers, officials, employees, and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Seller including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Seller, Automobile Liability Insurance policies, and, if required, Pollution Liability Insurance policies. General liability coverage can be provided in the form of an endorsement to the Seller’s insurance. This should include primary/non-contributory additional insured status and also include an additional insured completed operations endorsement for any services, installation or construction work performed.

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

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

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

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

Proof of Insurance: At the time these Terms and Conditions is returned to the Authority for execution, and by at least 15 days prior to the expiration date of any expiring policies, the Seller must file with the Authority’s Procurement Department, either a certified copy of each insurance policy required by the Authority in the preceding paragraphs, or a certificate of insurance, as evidence of the Seller’s compliance with this Section; provided, however, that within thirty (30) days following the written request of the Authority, the Seller will replace any insurance certificate with a certified copy of each insurance policy. The Authority reserves the right to request complete copies of any insurance policies required by these Terms and Conditions if deemed necessary to ascertain the details of coverage not provided by the Certificates. Such copies shall be "Originally Signed Copies" and so designated. The Seller shall provide complete copies of any insurance policies no later than thirty (30) days following the request of the Authority. The certificate holder box must read as follows: Wayne County Airport Authority and the County of Wayne, Procurement Department, Michael Berry Administration Building, 11050 Rogell Drive, #602, Detroit, Michigan 48242.

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

The Seller’s compliance with this Section is a continuing obligation during the term of these Terms and Conditions. If any of the required insurance policies are terminated or canceled during the term of these Terms and Conditions, the Seller will cease operations until such insurance is reinstated.

18. Performance/Payment Bonds. If the Authority directs Seller in writing, the Seller shall deliver to the Authority, by or before the commencement of the Services to be performed herein, and for the full and faithful performance by the Seller of all terms, conditions and covenants of these Terms and Conditions, payment and performance bonds, issued by a surety approved by the Authority, in amounts equal to one-hundred percent (100%) of the value of the Total Purchase Order Amount, or any lesser amount that the Authority may require from time to time. Bonds shall be on the AIA 311 Form.

19. Entire Agreement. These Terms and Conditions form the entire understanding between the Authority and Seller with respect to the Work, and supersede all prior representations or agreements, whether written or oral. The Seller warrants it has not relied upon any representation of the Authority in entering these Terms and Conditions. The Seller further warrants it has, prior to entering into these Terms and Conditions, done all of the following: (i) carefully reviewed all areas where the Work is to be performed; (ii) considered all conditions of any type affecting or relating to the Goods and/or Services; and (iii) concluded it can deliver the Goods and perform the Services within the time period specified by the Authority. The Seller waives any and all claims for conditions which it should have or could have reasonably been aware of at the time the Purchase Order was executed.

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Rev. 04.04.2024

No oral agreements, representations, course of conduct or dealings, or usage of trade shall be relevant to supplement, explain, contradict or vary in any way, any provision contained herein or any express or implied warranties of the Seller.

20. Assignment. Seller may not assign or pledge these Terms and Conditions without the express written consent of the Authority, by and through the Chief Executive Officer. With notice, the Authority may assign these Terms and Conditions.

21. Interpretation. Wherever possible, each provision of the Purchase Order shall be interpreted in such a manner as to be effective and valid under the laws of the State of Michigan, but if any provision of these Terms and Conditions shall be prohibited or invalid under such law, said provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Purchase Order. The Authority and Seller agree these Terms and Conditions are the byproduct of joint negotiations between the parties, and irrespective of any rule of construction, these Terms and Conditions shall be construed as if both parties drafted these Terms and Conditions. Additionally, capitalized terms not defined herein shall have the meanings given them in the Authority’s Procurement and Contracting Ordinance.

22. Waiver. Any failure of the Authority to, at any time, enforce or require strict compliance with and performance of the Seller of any of its obligations under the Purchase Order shall not constitute a waiver of the Authority of a breach of any such term or conditions or any other breaches, or the right of the Authority to avail itself of the remedies it may have for any such breach, and no waiver shall in any event be effective unless in writing and signed by the Authority. The remedies provided to the Authority in these Terms and Conditions are not exclusive and shall not otherwise limit the Authority’s rights.

23. Headings. The paragraph headings in these Terms and Conditions are inserted for convenience only and shall not be construed to be either limit or modify the scope of any of the terms and conditions herein.

24. Independent Seller. The Seller is an independent Seller to the Authority. The Seller shall be solely responsible for the means and methods associated with the Work. No direction or directive from the Authority shall relieve the Seller of its sole and absolute responsibility for the means and methods.

25. Notices. All notices required or related to these Terms and Conditions shall be sent certified mail/return receipt requested or via facsimile and email to the addresses and recipients listed on the Purchase Order.

26. Federal Government Agreement. This Purchase and these Terms and Conditions shall be subordinate to the terms, conditions, and covenants of any existing or future agreements between the Authority and the United States of America relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport.

27. Federal Civil Rights - General. In all its activities within the scope of its airport program, the Seller agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

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

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

• 49 CFR part 21 (Non-discrimination in Federally-Assisted programs of the Department of Transportation—Effectuation of

Title VI of the Civil Rights Act of 1964);

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

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

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

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

• The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the

Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

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

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

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Rev. 04.04.2024

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

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

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