Wiley Post Broker 2025 RFP FINAL (1).pdf

SOLICITATION RFP–OCAT–2502

REQUEST FOR PROPOSALS:

REAL ESTATE BROKERAGE SERVICES AT WILEY POST AIRPORT

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REQUEST FOR PROPOSALS:

REAL ESTATE BROKERAGE SERVICES FOR WILEY POST AIRPORT

TABLE OF CONTENTS

SPECIAL PROVISIONS

1. INTENT:

2. PROJECT OVERVIEW:

3. BACKGROUND:

4. NON -MANDATORY PRE-PROPOSAL MEETING/SITE VISIT:

5. ESTIMATED TIMELINE:

6. PROPOSAL SUBMITTAL REQUIREMENTS:

7. ADDITIONAL REQUIREMENTS AND INFORMATION:

8. SELECTION PROCESS:

9. TERMS AND CONDITIONS:

EXHIBIT A – SERVICES

EXHIBIT B – SUBJECT PARCELS

EXHIBIT C – PURPOSELY OMITTED

EXHIBIT D –PROPOSED AGREEMENT

SPECIAL PROVISIONS

1. INTENT:

The Oklahoma City Airport Trust (“Trust”) is requesting proposals (“RFP”) from qualified firms (“Proposer”) to provide real estate brokerage services as identified on Exhibit A (“Services”) at Wiley Post Airport (“Airport” or “PWA”) for the lease of certain parcels of land identified as the subject Premises on Exhibit “B”. The parties will negotiate and enter into a Professional Services Broker Agreement (“Agreement”) which shall commence on the Agreement’s Effective Date.

Proposers should have experience and specialize in commercial real estate transactions. The Agreement is anticipated to be for three (3) years. A copy of the anticipated Agreement to be entered into by the parties is included here as Exhibit “D”.

2. PROJECT OVERVIEW:

Land located at Wiley Post Airport is not for sale and may only be leased by prospective tenants.

Aeronautical use of airport land is typically considered the highest and best use but, in some cases, parcels may be used for non-aeronautical or mixed use. This RFP will result in the award of an Agreement to provide the Services in accordance with the terms and conditions of the resulting Agreement.

There is approximately 233.9 acres that have been identified on Exhibit B for listing by the successful Proposer and are mostly greenfield parcels. Some infrastructure, including a few municipal utilities, are located on the north end of the current development area. Development of new facilities on undeveloped land shall be in compliance with airport master plans, and other relevant rules, regulations, policies, and laws. Some areas identified for Non-Aviation or a non-aeronautical use on Exhibit B may require a release from the FAA for such use. The successful Proposer shall work closely with designated Trust personnel..

The successful Proposer will assist with identifying compatible uses of the Premises for the development of aeronautical and non-aeronautical businesses to lease the Premises from the Trust.

The successful Proposer will assist staff in prioritizing the highest and best land uses for the development of single or multiple uses of the property that are compatible with the Trust’s long-term planning and with securing long-term tenants.

3. BACKGROUND:

The Trust is a public trust that was created in 1956 by the City of Oklahoma City (“City”) to operate the City’s three airports. The City is the sole beneficiary of the Trust, and the Trust exclusively leases, operates, and manages all three airports in the Trust’s system. The Trust is a separate entity from the City and PWA is part of the Trust’s airport system. Although the address of the airport is in Bethany, Oklahoma, the majority of the Airport is within Oklahoma City’s limits but parcels on Exhibit B that are south of NW 50th are located in the Bethany city limits.

All areas of the airport are zoned for industrial use by both cities and residential use is never a compatible use on an airport.

PWA is located in central Oklahoma approximately 12 miles northwest of downtown Oklahoma City, in Oklahoma County, on approximately 1,365 acres of land. PWA is classified as a National Reliever airport. The FAA’s National Based Aircraft Program identifies a validated based aircraft count of 334 aircraft as of December 13, 2024. Small, single-engine piston aircraft make up approximately 64 percent (214 aircraft) of based aircraft and include representative aircraft such as the Cessna 172 and Piper 140. PWA has 37 based multi-engine aircraft such as the Beechcraft 58 Baron and Beechcraft Super King Air 300. There are also 11 civilian helicopters and 72 based jet aircraft. Examples of jet aircraft based at PWA include a variety of Cessna Citation business jets, Bombardier Challenger 600, several Learjets, and a Bombardier Global 5000. Access to PWA is provided by several expressways and interstate highways, including Interstates, 40, 44 and the 344 turnpike.

The Trust has designated approximately 167.2 acres of land on the northeast side, 22.2 acres on the southeast side and an additional 44.5 acres on the southwest side of PWA for development by the selected Proposer. This area provides opportunities for aeronautical and non-aeronautical development including commercial, industrial, retail and hospitality uses. Other parcels of land at PWA may be available for similar types of development. Portions of the land provide direct access to runways and taxiways. All aeronautical developments are subject to the Minimum Standards for Aeronautical Activities and Leasing of Land and Facilities for Aeronautical Development at Oklahoma City Airports, effective January 1, 2023, as amended. Areas located in the Northeast Development Area of the Airport are subject to certain guidelines and restrictions as identified in the Wiley Post Airport Northeast Development Standards, effective October 27, 2022, as amended.

The Premises has good proximity to major interstates and a growing Oklahoma City business community facilitates the flow of commerce throughout the region and the nation. The airport is a thriving center of commerce with 76 businesses comprised of 39 corporate operators, 34 aviation related businesses, 3 Fixed Base Operators (FBO)and over 600 employees on the property. The airport has over 80,000 flight operations annually.

The goals of the development are to provide economic strength and stability to the Airport and a long-term, self-sustaining revenue source for the Trust.

4. NON -MANDATORY PRE-PROPOSAL MEETING/SITE VISIT:

A non- mandatory pre-proposal meeting and site visit will be held on Friday March 7, 2025, at 10:00 a.m. CT, in the Terminal of Wiley Post Airport, 5915 Philip J Rhoads Ave Ste 104, Bethany, OK 73008. A site visit to view the location will occur directly after the non-mandatory pre-proposal meeting. The purpose of the meeting and site visit are to explain and answer any questions concerning the RFP, tour the location, and to receive any requests for amendments to the RFP as suggested by interested Proposers. The Trust makes no assurances that any such requested amendments will be incorporated into the RFP.

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

5. ESTIMATED TIMELINE:

EVENT DAY DATE TIME

Request for Proposals Issued Friday 02/28/2025 10:00 a.m.

Mandatory Pre-Proposal Meeting Friday 03/07/2025 10:00 a.m.

Questions from Proposers Due Friday 03/14/2025 5:00 p.m.

Proposals due to the City Clerk’s Office Wednesday 03/26/2025 4:00 p.m.

Interviews/clarifications, if desired by Trust TBD TBD TBD Selection/Award of Agreement Thursday 05/22/2025 9:00 a.m.

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

6. PROPOSAL SUBMITTAL REQUIREMENTS:

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

A. Cover Letter:

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

B. Proposer Firm History:

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

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

The Proposer shall provide sufficiently trained, knowledgeable, and service-oriented personnel to efficiently and effectively manage the Services requested in this RFP. All employees of the awarded Proposer shall have sufficient skill and experience to properly perform the work assigned to them.

Minimum Proposer qualifications:

a) Must be a licensed broker and in good standing with the Oklahoma Real Estate

Commission, either Resident or Non-Resident;

b) Must be knowledgeable in the local and national commercial real estate market and have experience with leasing of office, industrial, retail, hospitality, and/or aviation properties;

c) Must have experience with marketing in multiple formats and techniques;

d) Must be knowledgeable in the use of all public real estate records; and

e) Must be qualified to provide guidance for fair market value rents on airports and in the Oklahoma City and its surrounding communities.

Provide relevant information about your firm’s knowledge and experience, including specific personnel with any real estate brokerage experience and any involving airports that will be assigned to the project team. Proposer should provide examples of any experience, including a description of the work, cost of the project, and a list of references.

Describe the project team who will be managing the Trust’s account with complete contact information, titles, office locations, and phone numbers. List the qualifications and/or resumes of the team members and lead broker, assigned to work with the Trust and describe how your firm will ensure the projects team’s availability to complete the work requested in this RFP.

D. Customer References:

Provide at least three (3) customer references using your firm’s services for similar projects, including government agencies and airports. References of at least two (2) current clients shall be submitted to include contact name, address, phone number, and email. The current clients can be counted within the minimum requirement of three (3) customer references. Trust is not to be included as a reference.

E. Scope of Work, Solutions, and Services:

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

The Proposal shall demonstrate experience – including specific examples – of providing Real Estate Brokerage services and related services highlighting any services at comparable airports.

F. Pricing for Services:

Pricing information is relevant to a determination of the Proposer’s understanding of the project and scope of the work as determined by and through the Director. Commission rates are subject to negotiation. Proposers must submit a pricing proposal providing the following:

i. List the proposed commission rate for leasable land; and

ii. State any other charges the Trust may anticipate relating to the real estate Service to be provided.

G. Exceptions to the RFP:

The Proposer must submit any exceptions to the RFP and proposed Agreement along with the proposal.

H. Forms and Other Documents:

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

i. Notice to Proposers

ii. General Instructions

iii. Special Provisions

iv. Proposed Agreement, which includes

a) Non-Discrimination Statement

b) Non-collusion Statement

c) Oklahoma Open Records Act and Confidential Information

v. Questions and Answers, if applicable

vi. Addenda, if applicable

7. ADDITIONAL REQUIREMENTS AND INFORMATION:

A. Clarification:

Proposers are notified to thoroughly examine the instructions, specifications and requirements as set forth in this RFP. If there is any doubt or uncertainty as to the meaning of the same, Proposers may ask for an explanation or clarification by the date identified in Paragraph 5, Estimated Timeline, through the question submittal process on Periscope.

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

Proposers must submit all requests for explanation, clarification or technical questions regarding this RFP or the proposed Agreement through the electronic bidding system, by the date and time listed in the Instructions to Proposers, paragraph 5, Estimated Timeline.

Answers to all questions not already addressed in the RFP document will be provided in the form of addenda. The RFP or its exhibits may not be modified by a Proposer or their clarifications or exceptions. Further, there is no guarantee that the Trust will modify the RFP following any requested clarification or exception by a Proposer.

B. Exceptions:

Exception are not clarifications but are considered to be a request to remove or modify terms of the RFP. Proposer must timely submit any exceptions to the RFP and its terms and conditions, requirements, instructions, specifications, exhibits, including, but not limited to Service which includes the procedures, scope, type, and frequency of services, in the electronic bidding system during the Proposer’s questions period, as identified in the Instructions to Proposers, Estimated Timeline. Proposer must timely submit any exceptions to the proposed Agreement with the Proposer’s proposal on the proposal due date as identified in the Estimated Timeline above.

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

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

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

C. Addenda:

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

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

D. Altering Proposals:

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

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

E. Undue Influence:

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

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

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

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

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

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

iv. Pre-proposal conferences; or

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

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

F. Order of Precedence:

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

i. Agreement provisions,

ii. RFP Specifications and any addendum,

iii. Notice to Proposers,

iv. General Instructions and Requirements for Proposers, then

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

8. SELECTION PROCESS:

A. Proposal Evaluation Process:

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

B. Selection Criteria:

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

a. Proposer history and firm performance history providing the Services specified in this Request for Proposal at other airports or major places of assembly, taking into account the references provided and any past provision of services for the Turst and/or the City and/or any of the City’s other beneficiary trusts;

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

c. Written description of Contractor’s approach to management and delivery of all Services; and

d. Pricing for Services.

9. TERMS AND CONDITIONS:

The terms and conditions are more specifically described within the proposed Agreement attached as Exhibit D.

RFP-OCAT-2502-Real Estate Brokerage Services Exhibit A

EXHIBIT A – SERVICES

The successful Proposer will serve as the exclusive listing representative and for the Premises depicted on Exhibit B at Wiley Post. The successful Proposer is expected to provide strategic marketing for lease of the Premises and will provide on demand status activity reports to the Director of Airports.

The successful Proposer shall provide the following upon request of the Director or Director’s designee:

1. Perform market and feasibility analysis to identify potential aeronautical and non-aeronautical business that may be suitable for tenancy on the Airport;

2. Develop strategies to assist in attracting viable and suitable prospective aeronautical and non-aeronautical businesses to enter into lease agreements with the Trust;

3. Establish, implement, and maintain strategies to promote Wiley Post Airport and create market awareness;

4. Outreach to prospective tenants, other real estate brokers/agents, and other interested parties;

5. Using the Trust’s adopted minimum standards and leasing policies, discuss proposed leasing terms and conditions with prospective tenants, and forward to the Director or Director’s designee for further consideration;

6. Provide quarterly reporting on activity status and prospects, etc.; and

7. Other brokerage activities as requested.

Scale: 1"=900' Date: 01/29/25 Drawn By: BMJ

Aviation & Non-Aviation Use

Job No.: 240201.01 DWG. No.: 240201.01 Sheet No.: 1 of 1

FEET

0 225 450 900

N

Aviation (94.6 Acres ±)

Non-Aviation (20.3 Acres ±)

N. Rockwell Ave.

N W

50th St. N. Council Rd.

W . W ilshire Blvd.

Exhibit B

Aviation or Non-Aviation (119.0 Acres ±)

N W

39th St.

28.3 AC ±16.2 AC ±

22.2 AC ±

15.6 AC ±

65.0 AC ±

18.4 AC ±

1.9 AC ±

61.0 AC ±

5.3 AC ±

RFP-OCAT-2502-Real Estate Brokerage Services

Exhibit C

EXHIBIT C – PURPOSELY OMITTED

EXHIBIT D – PROPOSED AGREEMENT

BROKER AGREEMENT

BETWEEN

THE OKLAHOMA CITY AIRPORT TRUST

AND

EFFECTIVE DATE: _________________

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PROFESSIONAL BROKER SERVICE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS

1.01 Definitions

1.02 Interpretation

1.03 Incorporation of Exhibits

ARTICLE 2. PURPOSE

ARTICLE 3. TERM

3.01 Term

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

3.03 Laws, Regulations, and Codes

ARTICLE 4. FEES

ARTICLE 5. PAYMENTS

ARTICLE 6. BOOKS AND RECORDS

ARTICLE 7. INDEPENDENT CONTRACTOR

ARTICLE 8. ASSIGNMENT AND SUBCONTRACTING

8.01 Written Approval for Assignment

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

OWNERSHIP

ARTICLE 10. INDEMNITY AND INSURANCE

10.01 Indemnity

10.02 Insurance

10.03 Certificate of Insurance

ARTICLE 11. GENERAL CIVIL RIGHTS PROVISION

ARTICLE 12. CIVIL RIGHTS TITLE VI ASSURANCE

12.01 Title VI Clauses for Compliance with Nondiscrimination Requirements

12.02 Title VI List of Pertinent Nondiscrimination Acts and Authorities

ARTICLE 13. TERMINATION

13.01 Termination for Events of Default

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13.02 Meeting

13.03 Strict Performance

13.04 Breach

ARTICLE 14. NONINTERFERENCE WITH OPERATION OF AIRPORT

ARTICLE 15. TRUST’S RESERVED RIGHTS

15.01 Airport Development Reservation

15.02 War or National Emergency

15.03 Subordination

15.04 Reservation of Rights

ARTICLE 16. GENERAL CONDITIONS

16.01 Notices

16.02 Non-Waiver

16.03 Binding Effect

16.04 Severability

16.05 Entire Agreement; Modification Hereof

16.06 Execution of Counterparts

16.07 Effect of Saturdays, Sundays, and Legal Holidays

16.08 Descriptive Headings: Table of Contents

16.09 Construction and Enforcement

16.10 Venue

16.11 Construction of Agreement

16.12 Recitals Contractual in Nature

16.13 Conflicts

16.14 City of Oklahoma City’s Non-Discrimination Statement

16.15 Non-Collusion Statement

16.16 Oklahoma Open Records Act and Confidential Information

EXHIBIT A – SERVICES

EXHIBIT B – SUBJECT PARCEL

EXHIBIT C – FEES AND COMPENSATION

PROFESSIONAL BROKER SERVICES AGREEMENT

This Professional Broker Services Agreement (“Agreement”) for real estate brokerage services at Wiley Post Airport, is made and entered into by and between the Oklahoma City Airport Trust (“Trust”) and ________ (“Broker”), W I T N E S S E T H:

WHEREAS, the Trust leases, operates, and maintains certain real estate for the benefit of The City of Oklahoma City (“City”) known as Wiley Post Airport (“PWA Airport”); and

WHEREAS, the Trust solicited proposals from vendors for the provision of real estate brokerage services through the Trust’s formal proposal process; and

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

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

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

ARTICLE 1. DEFINITIONS

1.01 Definitions

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

A. “Affiliate” shall mean any person or entity which, directly or indirectly, controls, is controlled by, or is under common control of the Broker.

B. “Cooperating Broker” shall mean an independent broker, including any of its agents, Subcontractors, Affiliates, representing a potential tenant to a transaction with the Trust, but shall not include broker or and broke employees or Affiliate.

C. “Director of Airports” or “Director” shall mean the person designated by the

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

D. “Dual Broker” shall mean the broker or its Affiliates or a broker acting on behalf of the broker to the Trust and the tenant with the consent of both the Trust and the tenant when such an arrangement is permitted by applicable law.

E. “Effective Date” shall mean _____, 2025.

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

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

H. “First-Class Manner” shall mean the provision of Services or products in timely and professional manner including the industry’s reasonably acceptable best practices for customer service that would be expected for a similar high-quality real estate brokerage service experience.

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

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

K. “Services” shall mean those services to be provided to the Trust by the Broker in accordance with this Agreement as described in Exhibit A attached hereto.

L. “Subject Parcels” shall mean the designated premises as depicted on Exhibit B where Broker shall provide Services.

1.02 Interpretation

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

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

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

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

E. Capitalized words or terms other than section or article headings and names of persons are technical and pertain strictly to this Agreement and are defined in Article 1.

1.03 Incorporation of Exhibits

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

Exhibit A – Services Exhibit B – Subject Parcels Exhibit C Fees and Compensation

ARTICLE 2. PURPOSE

The Broker is hereby provided the exclusive right and obligation to provide the Services as defined herein and set forth in Exhibit A for the Subject Parcels on Exhibit B in conformance with this Agreement. Broker shall provide Services in a First-Class Manner that is in the best interest of the Trust. Any modifications to the Services shall be by written amendment to this Agreement by the parties.

ARTICLE 3. TERM

3.01 Term

The term of this Agreement shall commence on the Effective Date and continue for three

(3) years unless terminated as specified herein.

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

During the Term, the provisions of this Agreement shall be modified as necessary to affirm compliance requirements with applicable federal, state, or local laws, policies or administrative regulation and all amendments thereto.

3.03 Laws, Regulations, and Codes

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

ARTICLE 4. FEES AND COMPENSATION

Any fees or compensation owed to the Broker for Services rendered in accordance with this Agreement will paid by the Trust in accordance with Exhibit C. Compensation and fees shall only be paid after Services are rendered and are Subject to Article 5. Provided however, the Trust shall not owe Broker any compensation for leases of land for an area in the Subject Parcels after the Effective Date if the tenant had an application to lease land or facilities on file with the Trust or had already been in lease negotiations with the Trust as of the Effective Date.

ARTICLE 5. PAYMENTS

Payments for any compensation or fees pursuant to Article 4 will made within sixty (60) days of receipt of an approved invoice following the approval of a lease of land by the Trust in the Subject Parcels during the Term of this Agreement unless otherwise agreed to by the parties. Payment of any invoice, whether interim or final, for any work or Services to the Broker is not deemed to be recognition of satisfactory performance of said work or Services or a waiver of any right or obligation of the Trust to the Broker should it be determined later that said work or Services were not performed or provided in accordance with this Agreement.

ARTICLE 6. BOOKS AND RECORDS

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

ARTICLE 7. INDEPENDENT CONTRACTOR

Broker shall be an independent contractor and not a servant, employee, agent, or representative of the Trust or the City in the performance of the Services or at any time under this Agreement.

Broker shall exercise independent judgment in performing Services and is solely responsible for setting working hours, scheduling or prioritizing the flow of work, and determining how the work is to be performed. No term or provision of this Agreement or act of Broker in the performance of this Agreement shall be construed as making Broker an agent, servant, employee, or representative of the Trust or City, or making Broker or any of its employees eligible for the fringe benefits, such as retirement, insurance, and worker’s compensation, which the City provides its employees.

ARTICLE 8. ASSIGNMENT AND SUBCONTRACTING

8.01 Written Approval for Assignment

Broker shall not assign this Agreement or any interest therein by operation of law, process or proceeding of any court or otherwise, and/or subcontract the Services, without first obtaining the prior written approval of Trust. Any Change in Control of Broker shall be deemed an assignment within the meaning of this Agreement and subject to the requirements of this Section. Additionally, any sale or transfer of all or more than fifty percent (50%) of Broker’s assets shall be considered an assignment within the meaning of this Agreement and subject to the requirements of this Section. At least ninety (90) days prior to any contemplated assignment, Broker shall submit a written request to Trust for approval of such assignment, and Broker shall submit evidence showing good and sufficient financial worth and adequate experience in the operation of the Facilities on the part of the contemplated assignee. In any event, no assignment shall be made or shall be effective if Broker is in default on any of the terms, provisions, covenants, and conditions contained in this Agreement or without the prior written approval of Trust. The assignee shall expressly assume in writing and agree to be bound by and fulfill all terms, covenants, obligations, and agreements contained in this Agreement.

8.02 Subcontracting

The Broker shall notify the Director of the name and nature of the services to be rendered by any subcontractor under this Agreement. Such services by a subcontractor shall not be provided until the Broker obtains the advanced written approval of the Director.

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

OWNERSHIP

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

ARTICLE 10. INDEMNITY AND INSURANCE

10.01 Indemnity

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

10.02 Insurance

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

A. Workers' Compensation and Employer’s Liability Insurance

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

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

C. Professional Liability Insurance Broker shall provide the Trust with a certificate of insurance evidencing the

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

10.03 Certificate of Insurance

A. Deductibles Any policy, except Worker’s Compensation and Employer’s Liability, having a deductible or retained self-insurance that exceeds $25,000 shall not be allowed unless such insurance program is approved in advance by the Director, such approval shall not be unreasonably withheld. Broker shall notify the Director immediately if Broker has deductibles or retains self-insurance in excess of this stated amount. Broker shall be solely responsible for any allowed deductible or retained self-insurance amounts. Any elected deductible or self-insured retention of the Broker will not diminish Broker’s liability under this Agreement for claims or losses falling within any such deductible or self-insured retention amounts.

Failure by Broker to assume and pay for any deductible or retained self-insurance amount may be considered a material breach and may result in immediate termination at the Trust’s option. During the term of the Agreement, if the Broker’s elected insurance program exceeds any previously approved deductible or retained self-insurance amount, or if there is a change in the financial conditions of the Broker which in the Director’s sole discretion may impact the Broker’s ability to satisfy any deductible or retained self-insurance, then the Director may require Broker to take such reasonable actions to ensure first dollar of loss coverage to the Trust and City including reducing or eliminating such deductibles or self-insured retentions or providing a financial guarantee for the deductible or retained self-insurance amount.

B. Certificate of Insurance

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

C. Additional Insured

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

D. Subordination and Subrogation

Any insurance policy or liability coverage of the City or the Trust shall be considered subordinate, if applicable at all, to any coverage of the Broker or subcontractor and Broker’s subcontractor’s coverage shall at all times provide and state that it shall be primary coverage. Broker waives and will contractually require its Broker to waive right of subrogation or claims of contribution by the Trust or the City.

E. Notice of Change in Policy

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

F. Inspection of Policy

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

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

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

E. Broker Insurance

Broker shall require and verify that all Affiliates and subcontractors maintain insurance meeting all the requirements stated in this Article unless covered by Broker’s insurance, and Broker shall require that any subcontractors name The City of Oklahoma City and the Oklahoma City Airport Trust as additional insureds on Brokers liability insurance policies.

F. Umbrella Coverage

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

G. Subcontractor Insurance

Broker shall require and verify that all subcontractors maintain insurance meeting all the requirements stated in this Article, and Broker shall require that any subcontractors name The City of Oklahoma City and the Oklahoma City Airport Trust as additional insureds on Broker’s liability insurance policies.

ARTICLE 11. GENERAL CIVIL RIGHTS PROVISION

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

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

ARTICLE 12. CIVIL RIGHTS TITLE VI ASSURANCE

12.01 Title VI Clauses for Compliance with Nondiscrimination Requirements

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

A. Compliance with Regulations

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

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

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

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

D. Information and Reports

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

E. Sanctions for Noncompliance

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

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

Broker complies; and/or

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

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

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