Terms and Conditions 25-04026.docx

Contract No. [CONTRACT #]

AIRPORT AUTHORITY TERMS & CONDITIONS

Wayne County Airport Authority Terms and Conditions (“Terms and Conditions”)

These Terms & Conditions (“Terms and Conditions”) are hereby entered between the Wayne County Airport Authority, a public body corporate, with principal offices located at 11050 Rogell Drive #602, Detroit Metropolitan Wayne County Airport, Detroit, Michigan 48242 (“Authority”), and [LEGAL NAME OF SELLER], a [STATE OF INCORPORATION/FORMATION] [corporation / limited liability company], with offices located at [ADDRESS OF SELLER] (“Seller").

1. Goods and Services. Any and all goods, supplies, products and other tangible items provided by Seller to the Authority shall be known as “Goods.” Any and all services, tasks and actions performed and/or provided by the Seller for the Authority 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, as described in Exhibit A (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. Term. These Terms and Conditions are effective on [[EFFECTIVE DATE] / [”the date of full execution below”]] and will terminate after [LENGTH OF INITIAL TERM]. [The Authority shall have the option, at its sole discretion and by and through its Chief Executive Officer, to extend the term of this Agreement for [AMOUNT OF RENEWAL OPTIONS] additional [LENGTH OF EACH RENEWAL OPTION]-year period(s).]

3. Compensation. Compensation for these Terms and Conditions shall not exceed [$NOT TO EXCEED AMOUNT]. Compensation shall be in accordance with Exhibit A, which is attached to and made a part of these Terms and Conditions.

4. 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.

5. Terms and Conditions Control. In the event of conflict or ambiguity between any of the requirements of the Terms & Conditions and the Purchase Order, the more stringent requirement shall control as determined in the reasonable discretion of the Authority. 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.

6. 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 and 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.

7. 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 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.

8. 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: (a) the date the Authority paid for the Goods; or (b) 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.

9. 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, volunteer, 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 Seller shall not, however, be obligated to indemnify the Authority for any damage or injuries caused by or resulting from the sole negligence of the Authority.

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.

10. Amendments. No amendment to these Terms and Conditions is effective unless it references the Terms and Conditions, is written, is signed and acknowledged by duly authorized representatives of both parties, and if required by the Authority, approved by the Authority board members.

11. 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 Service), 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 Service, 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.

12. 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 accepted, and/or Services performed incorrectly or in contravention to the Authority’s scheduling requirements, and to substitute such Goods and/or Services from elsewhere and charge the Seller for any loss incurred.

13. 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.

14. 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.

15. 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.

16. Limitation of Liability. In no event shall the Authority, or any respective director, board member, officer, employee, volunteer, 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.

17. 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.

18. Force Majeure. The parties to these Terms and Conditions shall not be required to perform any term, condition, or covenant in these Terms and Conditions so long as such performance is satisfactorily demonstrated to have been absolutely delayed or prevented by force majeure, which shall mean fire, explosion, flood, riot, strike, war, insurrection, acts of terrorism, acts of God, regional energy outages, and other like causes beyond the reasonable control of any party. In the event of a dispute between the parties with regard to what constitutes a force majeure event, the Authority's reasonable determination is controlling.

19. Insurance.

(a). Types and Amounts: The Seller, 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 policies 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 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.

20. Performance/Payment Bonds. Intentionally Omitted.

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

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

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

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

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

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

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

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

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

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

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

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

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

(e). Sanctions for Noncompliance: In the event of the Seller’s noncompliance with the non-discrimination provisions of the Terms and Conditions, the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

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

Forced Labor. The Seller and any of its subcontractors, agents, suppliers and/or subsellers shall not employ forced labor, which consists of any work or service, not voluntarily performed, that is exacted from an individual under threat of force or penalty, and includes any kind of involuntary or compulsory labor, such as involuntary prison labor, indentured labor, bonded labor, or similar labor contracting arrangements.

Human Trafficking/Modern Slavery. “Human Trafficking/Modern Slavery” includes debt bondage, forced labor, labor trafficking, sex trafficking, and child labor. The Seller will not engage in any acts which would be considered to constitute human trafficking/modern slavery. Workers shall not be subject to any form of forced, compulsory, bonded, or indentured labor. All work must be voluntary, and workers shall have the freedom to terminate their employment at any time without penalty, upon giving reasonable notice.

Compliance with Anti-Human Trafficking/Modern Slavery Laws. In performing its obligations under this Agreement, the Seller will ensure compliance with all applicable anti-human trafficking, forced labor, and modern slavery laws and rules and regulations relevant to their jurisdiction (including local, domestic or international laws regarding labor, health, safety and the environment) 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), including compliance and with any reporting requirements.

Anti-Human Trafficking/Modern Slavery Due Diligence. The Seller will make reasonable efforts to comply with requests related to Authority’s anti-human trafficking/modern slavery due diligence process, including providing requested information and promptly notifying the Authority of any discovered noncompliance. The Seller will implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains to ensure that there is no human trafficking/modern slavery in its supply chains.

33. [Participation by Certified Small Business Enterprises. The Seller understands that it is the policy of the Authority that Certified SBEs should have the maximum practical opportunity to participate in the performance of contracts at the Airport. Accordingly, while these Terms and Conditions are in effect, the Seller commits and agrees to Certified SBE (defined below) participation of at least [__]% in the goods or services provided under these Terms and Conditions (the “Certified SBE Commitment”).

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

[SIGNATURES ON FOLLOWING PAGE]

SIGNATURES

The Authority and the Seller, by their authorized officers and representatives have executed the Terms and Conditions.

Wayne County Airport Authority

Date: ________________________________

[LEGAL NAME OF SELLER]

By: ________________________________

Name: ________________________________

Title: ________________________________

Date: ________________________________

Contract No. [CONTRACT NUMBER]

Exhibit A

Scope of Work & Price Sheet