REQUEST FOR PROPOSALS

INSURANCE BROKER SERVICES

FY21-058-001

Tulsa International Airport Richard Lloyd Jones, Jr. (Riverside) Airport

Issued By: Tulsa Airports Improvement Trust

7777 Airport Drive Suite A211 Tulsa Oklahoma, 74115

FEBRUARY 8, 2021

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NOTICE TO BIDDERS Published in the Tulsa World, February 7 & 14, 2021

TULSA AIRPORTS IMPROVEMENT TRUST REQUEST FOR PROPOSALS

INSURANCE BROKER SERVICES (“Broker Services”) FY21-058-001

February 7, 2021

Through a formal Request for Proposals (“RFP”) process, Tulsa Airports Improvement Trust invites the submittal of proposals from qualified, professional firms interested in performing Insurance Broker Services for the Tulsa Airports Improvement Trust.

The qualifications will be reviewed and evaluated by Tulsa Airports Improvement Trust selection committee. At least one qualified firm for the services will be selected based on qualifications as defined by the criteria established in the RFP.

One (1) signed original (unbound) and four (4) copies plus one (1) electronic (pdf format) copy of the RFP must be received no later than 5:00 p.m. on March 15, 2021 at the Airport Administration Office, Attention: JEFF SHAW, 7777 Airport Drive, Suite A-211 Tulsa, Oklahoma. 74115. All responses must be plainly marked "BROKER SERVICES RFP." Proposers are required to email jeffshaw@tulsaairports.com of its intent to bid on or before February 17, 2021.

Copies of the RFP are available at the Airport Administration Office, 7777 Airport Drive, Suite A-211, Tulsa, Oklahoma. 74115, by request. The RFP Packet will also be available on the Tulsa Airports website at https://www.tulsaairports.com/about-us/business-opportunities.

There will be no Pre-Proposal Meeting for this RFP.

Bids will be publicly opened and read as specified in the Request for Proposals, with all interested persons invited to attend via a pre-arranged Zoom call. Any bid received after the scheduled time for receipt of such bids will be returned to the Proposer unopened.

Tulsa Airports Improvement Trust reserves the right to cancel this RFP, or waive any minor irregularities in bidding or reject any and all proposals on any basis and without disclosure of the reason.

Tulsa Airports Improvement Trust is committed to ensuring that no person is excluded from participating in or denied the benefits of its services on the basis of race, color or national origin, as provided by Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252), as amended.

Jeff Shaw, C.M, ACP Director, Risk and Legal Services Secretary, Tulsa Airports Improvement Trust

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Request for Proposals for Insurance Broker Services Tulsa International Airport

Richard Lloyd Jones, Jr. (Riverside) Airport

The Tulsa Airports Improvement Trust (“TAIT”) is seeking written proposals from experienced and qualified insurance brokers and risk management professionals desiring to provide a broad range of insurance and risk management related services to the Tulsa International Airport that include, but are not limited to, insurance placement and servicing, risk exposure analysis, claims servicing, and other general risk management services.

Tulsa International Airport, and Richard Lloyd Jones, Jr. (Riverside) Airport (hereinafter collectively referred to as Tulsa Airports) are owned by the City of Tulsa and are operated by the Tulsa Airports Improvement Trust (“Board”) pursuant to an Amended and Restated Lease Agreement between City of Tulsa, Oklahoma and TAIT, effective as of January 1, 2014. The Trust Indenture for the Tulsa Airports Improvement Trust, Article IV, §4.2 states the TAIT Trustees shall have and exercise exclusive management and control of the Trust properties for the use and benefit of the Beneficiary. The Airports are financially independent and self-sufficient with revenues generated from leases, fees, and concession agreements. The airports receive no state or local taxes to operate the Airport.

This document outlines the prerequisites, selection process and documentation necessary to submit a proposal for the requested services. Omission or negligence on the part of the Proposer in preparing any portion of the proposal confers no right to withdraw or make changes, additions, or deletions to the proposal after the proposal submission deadline.

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Contents 1. General Requirements. ................................................................................................................... 1

A. Sealed Proposals .......................................................................................................................... 1

B. Withdrawal of Proposal ............................................................................................................... 2

C. Equal Employment Opportunity .................................................................................................. 2

D. Prohibition Against Lobbying ....................................................................................................... 2

E. Solicitation Schedule ................................................................................................................... 3

F. Questions, Inquiries and Airport Contact .................................................................................... 3

2. Background Information ................................................................................................................. 4

A. Tulsa International Airport (TUL) ................................................................................................. 4

B. Richard Lloyd Jones Jr. (Riverside) Airport .................................................................................. 6

C. Current Coverages Information Summary .................................................................................. 7

3. Intent of Project .............................................................................................................................. 9

4. Minimum Requirements ................................................................................................................. 9

A. Minimum Experience, Service and Operational Requirements of the Broker ............................ 9

B. Account Manager ...................................................................................................................... 10

C. Oklahoma Governmental Tort Claims Act ................................................................................. 10

5. Term .............................................................................................................................................. 10

6. Fees/Payment of Premiums .......................................................................................................... 10

7. Proposal Format and Content ....................................................................................................... 11

8. Experience/Personnel Qualifications/References Information ....................................................... 13

Broker Qualifications and Experience ............................................................................................... 13

9. Fee Structure ................................................................................................................................... 14

10. Scope of Services ........................................................................................................................... 15

11. Exceptions ...................................................................................................................................... 17

12. Required Additional Documents ................................................................................................... 17

13. Pre-Proposal Meeting .................................................................................................................... 17

14. Interviews ...................................................................................................................................... 17

15. Proposal Submission Deadline....................................................................................................... 18

16. Rights Reserved ............................................................................................................................. 18

17. Commencement of Work .............................................................................................................. 18

18. Authorized Signature ..................................................................................................................... 18

19. Administrative Requirements ........................................................................................................ 18

A. Public Disclosure ........................................................................................................................ 19

B. Basic Eligibility ........................................................................................................................... 19

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Non-Discrimination ........................................................................................................................... 19

20. Insurance /Indemnity & Waiver of Damages ................................................................................ 20

21. General Information ...................................................................................................................... 20

Exhibit A – Proposal Form .................................................................................................................... 22

Exhibit B – Sample Insurance Broker Services Agreement ................................................................... 23

Exhibit C – Proposal Submission Checklist ........................................................................................... 24

Exhibit D – Non Collusion Affidavit ....................................................................................................... 25

Exhibit E – Vendor Registration ............................................................................................................ 26

Exhibit F – Acknowledgement of Addenda .......................................................................................... 27

Exhibit G – Property Insurance ............................................................................................................. 28

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1. General Requirements.

A. Sealed Proposals Proposers are required to email jeffshaw@tulsaairports.com of its intent to bid on or before February 17, 2021. Please submit one (1) original (un-bound), and four (4) copies and one (1) copy in acrobat/pdf format to be delivered to: Tulsa International Airport “Request for Proposals – Insurance Broker Services” 7777 Airport Drive, Suite A211 Tulsa, Oklahoma, 74115 Any proposal received after close of business March 15, 2021, shall be deemed late and non-responsive and shall be returned unopened to the Proposer. All proposals will be date and time stamped upon receipt and shall be opened in public. All documents and information listed on Exhibit C – Proposal Checklist must be submitted in a sealed envelope that is clearly marked: It is the sole responsibility of Proposers to ensure proposals are delivered to Tulsa International Airport by the appointed date and time. The Airport will not be liable for delays in delivery of proposals due to handling by the U.S. Postal Service, courier services, overnight carriers, or any other type of delivery service, even if an attempted delivery was made before or after business hours and delivery was unsuccessful. Late proposals will be returned to the Proposer unopened. All responsive proposals become the property of the Airport and must be provided without cost to the Airport. Further, each Proposer agrees that all information, data, documentation and material submitted or provided by the Proposer shall become the property of the Airport and it shall not be returned to the Proposer. All information, data, documentation and material submitted shall be considered public records and will be made available for inspection in accordance with the Oklahoma Open Records Act, 51 O.S. §24A.1. Any proprietary information, data, documentation and material that the Proposer wishes to remain confidential (to the extent allowed under the laws of the State of Oklahoma) should be clearly identified “confidential” on each such page of such designation in the proposal and the Proposer must provide justification for such a request. The Airport reserves the right to reject any and all proposals, to waive minor informalities and irregularities in the proposal submission process, to request additional information and data from any or all proposers, to supplement, amend, or otherwise modify the RFP prior to the closing date and time, to cancel this request with or without the substitution of another RFP, to reissue the RFP, or to accept a proposal which is considered to be in the best interest of the Airport.

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Upon selection of a successful Proposer (thereafter referred to as “Broker”), the Agreement to be executed shall be in the form of the attached Sample Insurance Broker Services Agreement (Exhibit B) and shall be in accordance with Section 10.0 – Scope of Services. This RFP, any addenda thereto and the successful Proposer’s proposal shall be incorporated in and become a part of the final Insurance Broker Services Agreement. By submittal of a proposal pursuant to this RFP, the Proposer certifies that no fee or commission, or any other thing of value, has been paid or agreed to be paid to any employee, agent, representative or official of TAIT or the City of Tulsa in order to procure the Agreement described in this RFP. Proposals must conform to the requirements stipulated in this RFP. By submitting a proposal, each Proposer agrees that the proposal represents a firm offer to the Airport and that such offer shall remain open for acceptance until an Insurance Broker Services Agreement is executed by the Airport or for a period of no less than one hundred twenty (120) days from the date submitted, whichever occurs first. Written proposals must include sufficient information to evaluate the following criteria:

Proposer’s previous and current experience providing insurance broker services;

Qualifications of Personnel;

Ability to satisfactorily perform the minimum service and operational requirements;

Evidence of financial stability;

Proposed fee(s) as provided by Proposer; and,

Ability of Proposer to meet Airport’s minimum insurance requirements. All Proposers must have experience in providing insurance broker services and must agree to the terms and conditions in the Agreement provided by TAIT. Bids will be publicly opened and read as specified in the Request for Proposal, with all interested persons invited to attend. Any bid received after the scheduled time for receipt of such bids will be returned to the Proposer unopened.

B. Withdrawal of Proposal No proposal may be withdrawn after it has been submitted to the Airport unless the Proposer makes a request for withdrawal in writing and the request is received by the Airport prior to the proposal submission deadline. No proposal may be withdrawn after the proposal submission deadline for a period of one hundred twenty (120) days.

C. Equal Employment Opportunity Tulsa International Airport does not discriminate on the basis of race, religion, color, sex, age, marital status, national origin, sexual orientation, or the presence of any sensory, mental or physical disability in consideration of a contract award. The successful Proposer will be required to comply with all federal, state, and local laws and regulations.

D. Prohibition Against Lobbying

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The Proposer shall not lobby, either on an individual or collective basis, the Airport, the City of Tulsa, or any federal, state, or local elected or public officials or staff regarding this RFP or its written proposal. Proposers, the Proposer’s acquaintances, friends, family, outside advisors, agents, or other representatives shall not contact the Airport, the City of Tulsa, or any federal, state, or local elected or public officials or Airport staff to arrange meetings, visits, or presentations to influence the outcome of the selection process. Violation of this provision, by or on behalf of a Proposer, intentionally or unintentionally, will result in disqualification of the Proposer and/or rejection of a written proposal.

E. Solicitation Schedule The following schedule has been established for this selection process:

Schedule Scheduled Date RFP Posted on Website February 8, 2021 Questions, Clarifications Deadline February 22, 2021 Final Addenda (if any) posted on airport

February 26, 2021

Proposal Deadline/Opening March 15, 2021 Award April 8, 2021

All dates are tentative and subject to change. Proposers are required to email jeffshaw@tulsaairports.com of its intent to bid on or before February 17, 2021.

F. Questions, Inquiries and Airport Contact

The Airport is committed to providing all interested parties with accurate and consistent information in order to ensure that no Proposer obtains an undue competitive advantage. To this end, from the date of this RFP through award of the Agreement, the Airport contact is: Jeff Shaw, CM, ACP Director of Risk and Legal Services 7777 Airport Drive, Suite A211 Tulsa, Oklahoma, 74115 918-838-5056 jeffshaw@tulsaairports.com All questions from Proposers must be submitted in writing, electronically, to jeffshaw@tulsaairports.com no later than 12:00 p.m. February 22, 2021 (question/clarification deadline). It will be the sole responsibility of Proposers to ensure questions are submitted in a timely manner. Addendums to this RFP (if any), to provide clarification of written questions submitted by Proposer’s, shall be posted on the Airport’s website no later than 12:00 pm February 26, 2021. Receipt of addenda (if any) must be acknowledged on the Proposal Form that must be submitted with the proposal.

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Oral communications and emails from TAIT, its staff, agents, employees or outside advisor, or any other person associated with this RFP shall not be binding on TAIT and shall in no way modify any provision of the RFP. Only formally issued addenda shall modify the terms of this RFP. Any addenda issued for this RFP will be published at the following website address: https://www.tulsaairports.com/about-us/business-opportunities. Proposers are responsible for checking the website prior to submission of proposals for any addenda. If you are unable to download the addenda, you may contact the Airport Contact noted in this Section.

2. Background Information

A. Tulsa International Airport (TUL)

Tulsa International Airport, which began operations in 1928, is located within the limits of the City of Tulsa, is approximately seven miles northeast from the central business district. TUL encompasses approximately 4,926 acres, the majority of which are used for TUL operations or reserved for future TUL growth. The remainder of the acreage is used for an Air National Guard facility, facilities for Spirit Aerosystems, Inc. (“Spirit”), and the American Airlines Maintenance and Engineering Center. The FAA classifies TUL as a small hub. A small hub is defined as a community enplaning less than 0.25% of the total passengers enplaned on certificated route air carriers scheduled service in the United States.

In 2019, TUL was at an 11-year high for passenger traffic, with over 3.1 million passengers

annually. Travelers had access to nonstop flights to 20 different airports, on one of six airlines operating from Tulsa International Airport.

Runway Complex. TUL’s runway pattern consists of two parallel North/South runways and an

East/West runway, which are designed to accommodate 90 peak hour aircraft flight operations under visual flight conditions and a maximum of 50 peak hour operations under instrument flight conditions. The primary North/South (18L/36R) runway is a concrete grooved runway, separated by 5,000 feet from the secondary runway, is 9,999 feet long and 150 feet wide, with high intensity edge lights, and precision approach path indicators. This runway was entirely reconstructed, with reconstruction completed in July of 2014, and has Category II instrument landing approach system for runway 36R and a Category I instrument landing approach system for runway 18L. The lighting system and all other field lighting at TUL are supported by two alternate sources of commercial power, with an electric power generator as a third source.

The secondary North/South (18R/36L) runway is constructed of grooved asphalt and is used predominantly by general aviation traffic. This runway has High Intensity Edge Lights with Runway End Identification Lights and Precision Approach Path Indicators. It is currently 6,101 feet long and 150 feet wide. This runway was extended 600 feet to its present length in 1985. This runway has a Category I instrument landing system for approaches from the north. All approaches are equipped with RNAV (GPS).

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The East/West (08/26) runway is a concrete grooved runway which is 7,376 feet long and 150 feet wide. This runway has High Intensity Edge Lights, Runway End Identification Lights, Precision Approach Path Indicators, and RNAV (GPS) and VOR/DME instrument approach procedures to both ends of the runway.

The primary North/South (18L/36R) runway and the East/West (08/26) runway are designed to accommodate the heaviest commercial or military aircraft that are currently in service. The approaches and departures on all three runways are supported by the latest ASR 9 Radar system which is incorporated in the facilities of the Tulsa Air Traffic Control Tower.

Terminal Area. The air-line passenger terminal, which has approximately 568,151 square feet of usable space and 22 gates, is located on the south edge of TUL between the two parallel North/South runways. Access to the terminal is provided by expressways on the North, East and South sides of TUL and is supplemented by a major arterial street system around the perimeter of TUL. In addition, rail service is available on the North and South perimeters and an inland water port is located within five miles of the terminal building. The terminal uses a two-finger, two-level, concourse configuration with upper level gate lobbies. The central portion of the terminal, located between the concourses, houses passenger ticketing and commercial ground transportation. Each concourse has its own baggage claim area on the upper level located directly across from the public parking lot and is connected by a walkway to commercial ground transportation in the center terminal. Waiting areas, shops, offices and dining facilities are also located on the upper level. TUL currently has over 70 tenants with over 200 local firms supporting aviation in the region. Tulsa

International Airport is home to the largest commercial maintenance base in the world operated by

American Airlines employing over 5,000 people with plans to continue to invest over $200 million in

their Tulsa facility despite the economic challenges faced as a result of COVID-19. The American

Airlines Facility is not part of TUL’s Leased Premises, and is not part of the Airport’s insurable

interest.

TAIT has just completed a $17 million renovation project in 2020, which modernized Schwab Hall,

the gateway to our security checkpoint, the rental car counters, and our central entrance from the

arrivals roadway. The project includes updated restrooms near the security checkpoint, installing a

clear story that is similar to the Concourses, roof replacement on Schwab Hall and the baggage

claim areas, HVAC improvements, and ceiling improvements. Since 2012, the airport has invested

over $150 million in renovations over the past 10 years to offer a modern and easy-to-navigate

terminal for travelers.

Parking Garage. In 2018, TUL completed a project to reconstruct and expand the existing parking garage. The expansion included a covered third level that provides additional public covered parking and which allowed the airport to reclaim covered parking on the facility’s lower level by moving rental car operations to the covered second level. General Aviation Facilities. Thirty major hangars have been constructed for general aviation activities at TUL. The principal suppliers of service to general aviation traffic are six fixed base

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operators, which provide fueling and other aviation services. There are approximately 174 general aviation aircraft based at TUL. Other Facilities. The Oklahoma Air National Guard, 138th Fighter Wing, is located in the extreme northeast section of TUL air operations area. This facility is located on 100.44 acres of land and employs approximately 1,000 civilians and military personnel. The Guard currently maintains General Dynamics F-16 aircraft. The Army Aviation Support Facility, 1st Battalion 245th Aviation, located east of TUL employs 90 military and civilian personnel. They currently maintain 15 UH-60 military helicopter aircraft. The Army National Guard and Air National Guard have agreed to supplement emergency rescue services at TUL should a major disaster occur. American Airlines (“American”) Maintenance, Repair and Overhaul Center (“MROC”), located on 244 acres along the central eastern edge of TUL, is American’s worldwide headquarters for maintenance and engineering. This facility is not on TAIT Premises and is only included as a description of entire airport complex. The American Airlines Facility is not part of TUL’s Leased Premises, and is not part of the Airport’s insurable interests. Aircraft Rescue and Fire Fighting (“ARFF”) Beginning March, 1, 2021 Pro-Tec Fire Services of Green Bay Wisconsin took over ARFF Services

from the Tulsa Fire Department. The Tulsa Fire Department continues to service the Airport

Premises for all fire emergencies outside of ARFF Services.

B. Richard Lloyd Jones Jr. (Riverside) Airport R. L. Jones, Jr. Airport (“RVS”), which began operations in 1958, is located in the southwestern quadrant of the City of Tulsa, adjacent to the City of Jenks. Currently, RVS encompasses approximately 752 acres and is bounded on the south by 91st Street South, on the north by 81st Street South, on the east by the Midland Valley Railroad tracks, and on the west by Elwood Avenue. Runway Complex. The RVS runway pattern consists of two parallel North/South runways and an East/West runway. All three runways are constructed of asphalt. The East/West (13/31) runway and the North/South (19L/01R) runway have a single-wheel gross weight bearing capacity of 70,000 pounds, and are equipped with Medium Intensity Runway Lights and Visual Approach Slope Indicators. The primary North/South (19R/01L) runway has a single-wheel gross weight bearing capacity of 60,000 pounds. The primary North/South (19R/1L) runway is 5,102 feet long and 100 feet wide, with High Intensity Edge Lights, Precision Approach Path Indicators. Runway 01L has a Category I Instrument Landing System. The secondary North/South (19L/1R) runway is 4,208 feet long and 100 feet wide. The East/West (13/31) runway is 2, 641 feet long and 50 feet wide. The latter two runways have Medium Intensity Edge Lights and Visual Approach Slope Indicators. Runway 19R/1L is served by a parallel taxiway system which connects the runway with the apron and hangar areas located on the western portion of airport property. Runway 19L/1R is served by a

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parallel taxiway system located to the east of the runway. Both ends of Runway 13/31 are served by short parallel taxiways which connect the runway ends with the parallel taxiway systems serving the main runways. In addition, several stub taxiways connect the aircraft parking apron areas and hangar areas with the major taxiways serving the runways. The taxiways are surfaced with asphalt and are 30 to 40 feet in width. Other Facilities. RVS is served by an FAA Air Traffic Control Tower. The tower is equipped with a repeater radar unit (STARS) which receives a radar signal generated from the radar antenna located at TIA. RVS is serviced by miscellaneous aircraft repair, maintenance and dealer hangars. There are two active licensed full service fixed base operators at RVS providing full service through fuel sales, flight instruction, aircraft rental and maintenance. Flight instruction is principally provided by six service providers (Spartan School of Aeronautics, Riverside Flight Center, Tulsa Community College, Christiansen Aviation, Destinations EFC and Riverside Jet Center). In addition, RVS is served by many hangar structures of various types including large fixed base operators, industry, flight school, and maintenance hangars, small commercial aviation, undivided T-hangars, T-hangars, and executive and condominium hangars. There are approximately 500 aircraft based at RVS.

C. Current Coverages Information Summary General Liability Chubb (ACE Property and Casualty Insurance Company). Expiration November 20, 2021 Limits Product-Completed Operations Aggregate Limit ...................................................... $100,000,000 Personal Injury and Advertising Injury Aggregate Limit ............................................ $50,000,000 Malpractice Aggregate Limit ..................................................................................... $50,000,000 Each Occurrence Limit ............................................................................................... $100,000,000 Fire Damage Limit any one fire .................................................................................. $1,000,000 Medical Expense Limit Any One Person .................................................................... Not insured. Hangarkeepers Limit Any One Occurrence ............................................................... $100,000,000 Hangarkeepers Limit Any One Aircraft ...................................................................... $100,000,000 Non-Owned Aircraft Liability Limit Any One Occurrence .......................................... $100,000,000 Property Alliant Property Insurance Services, Inc. Alliant Property Insurance Program (APIP) Expiration: July 1, 2021 See Attached Exhibit F Public Officials and Employment Practices Liability Navigators Insurance Company Expiration: June 22, 2021

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Public Officials Liability .............................................................................................. $1,000,000 Employment Practices Liability .................................................................................. $1,000,000 Airport Owners and Operators Liability* Chubb (ACE Property and Casualty Insurance Company) Named: RVS Private Hangar Tenants Insurance Group Insured: Tulsa Airports Improvement Trust and TAIT of Tulsa Expiration: November 20, 2021 Limits BI, Personal and Advertising Injury and PD combined, subject to limits: ................. $1,000,000 Product-Completed Operations Aggregate Limit ...................................................... $1,000,000 Personal Injury and Advertising Injury Aggregate Limit ............................................ $1,000,000 Malpractice Aggregate Limit ..................................................................................... NA Fire Damage Limit any one fire .................................................................................. $1,000,000 Hangarkeepers NOT in flight Limit One Occurrence ................................................. NA Hangarkeepers NOT in flight Limit One Aircraft ........................................................ NA Non-Owned Aircraft Liability ..................................................................................... $1,000,000 *Explanation of Airport Owners and Operators Liability Coverages:

Under the TAIT Subleases for the RVS Airport, tenants have an option to purchase their own insurance or join what the sublease terms the “pooled insurance” group. TAIT pays the premiums, and maintains the list of tenants, and the tenants reimburse TAIT individually based on the total premium divided by the number of tenants joining the group, plus a small administrative fee retained by TAIT. Employers’ Liability (Workers’ Compensation) CompSource Mutual Insurance Company Expires: October 1, 2021 Limits Bodily injury by accident, per employee ................................................................... $1,000,000 Bodily injury by disease, per employee ..................................................................... $1,000,000 Bodily injury by disease, policy limit .......................................................................... $1,000,000 Increase limit factor ................................................................................................... 1.40% Experience Modification ............................................................................................ 0.86 Schedule Rate Modification ...................................................................................... 0.82 Commercial Auto Mid-Continent Casualty Company Expires 7/18/2021 Liability, Each Accident .............................................................................................. $1,000,000

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3. Intent of Project It is TAIT's intent to contract for services with one (1) Insurance Broker (“Broker”) to assist TAIT in maintaining and developing its insurance program and risk management programs for a period of three (3) years with two (2) one-year options to extend the agreement. The selected Broker will be expected to provide a full range of services, including but not limited to, placing TAIT’s insurance coverages, assisting Airport leadership with insurance related issues and providing detailed, written insurance coverage recommendations, to be approved by the Airport Trustees of TAIT. The selected Broker will be expected to maintain adequate staff and facilities, maintain and retain records, maintain all required licenses, keep current on the changes in insurance law, meet with the Airport Leadership, and officers of TAIT and the Trustees, and be fully prepared to address TAIT's interests and needs in terms of products and services. Additional provisions are included in the Insurance Broker Services Agreement (“Agreement”) which is attached hereto and made a part this RFP. The Agreement will incorporate the selected Broker's proposal, the Request for Proposals and other pertinent requirements and details. No Broker shall contact insurance markets on behalf of TAIT prior to the selection of the Broker by TAIT. Brokers who contact insurance markets prior to selection will be immediately disqualified from consideration.

4. Minimum Requirements

A. Minimum Experience, Service and Operational Requirements of the Broker The following minimum requirements have been established as a basis for determining the eligibility of the Broker and any assigned Account Manager. A proposal will be considered non-responsive if sufficient documentation is not provided to determine whether the Broker and the Account Manager meet the following minimum requirements:

Broker: The Broker is authorized to do business in the State of Oklahoma; and

For Property Insurance:

The Broker has acted as a broker placing property insurance for an airport, or Oklahoma governmental entity or an Oklahoma corporation with total insured values at risk in excess of $350 million for at least one (1) policy year during the five (5) years prior to the date of this RFP that meet said threshold; and

For Liability Insurance:

The Broker must have acted as a broker placing liability insurance for a commercial service U.S. airport with over 1,000,000 annual passengers for one policy year; or

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TAIT may consider a Broker with proven relationships with firms that have placed liability insurance for a commercial service U.S. airport with over 1,000,000 annual passengers for at least one policy year during the five (5) years prior to the date of this RFP that meet said threshold.

B. Account Manager The Account Manager must have a current State of Oklahoma Property and Casualty Insurance License. C. Oklahoma Governmental Tort Claims Act The Account Manager must have a thorough understanding of the Oklahoma Governmental Tort Claims Act, and its implications limits, if any, on all insurance products.

5. Term 1) The term of the Agreement shall be three (3) years, and two (2) one-year options to extend the

agreement. The successful Broker must begin to market TAIT’s expiring insurance coverages starting immediately and will provide TAIT’s staff with final insurance coverage proposals for Property Insurance no later than June 1, 2021. TAIT may, without cause, terminate the Agreement by giving 90 days written notice to the Broker.

2) TAIT shall have the option, at its sole discretion, to extend this Agreement for two (2) one (1)

year period(s).

6. Fees/Payment of Premiums

1) Payment to the successful Broker for the performance of the services specified herein, including labor, materials, transportation and other such services, shall be a fixed fee only. No other charges shall be allowed.

2) The Broker’s fee will be paid quarterly upon presentation of an invoice. The Broker’s first

payment shall be made upon execution of the Agreement and prorated to occur each quarter on a calendar year basis.

3) All premiums for insurance placed by the Broker on behalf of TAIT shall be invoiced by the

Broker upon initiation of the coverage. TAIT shall remit payment to the Broker in accordance with the specified terms and conditions of the applicable Agreement.

4) All premiums shall be payable according to the terms and conditions of the insurance policy or

contract. 5) All premium refunds shall be paid immediately by the Broker to TAIT upon receipt of the refund

by the Broker.

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6) The Broker must disclose to TAIT the dollar amount of all standard/statutory commissions received as a result of coverage placed on behalf of TAIT, and identify the relationship, to the insurance company providing insurance.

7. Proposal Format and Content TAIT has made every effort to include enough information within this RFP for a Proposer to prepare a responsive proposal. Proposals must address each of the evaluation criteria in this RFP in a clear, comprehensive, and concise manner. Proposers are further advised that lengthy or wordy submissions are not necessary. Proposals and their sealed packaging (boxes or envelopes) should be clearly marked with the name and address of the Proposer and should be marked with the name of this RFP as indicated on page 1 of this RFP. Proposals must be organized in the following order: Table of Contents; Cover Letter; Executive Summary; Financial Background; Minimum Qualifications; Experience/Personnel Qualifications/Reference and Fee Structure. Proposers must answer all questions completely and accurately and furnish all required information, data, documentation, and material failure to do so may result in disqualification of the Proposer and/or rejection of a proposal. Notwithstanding these submittal requirements, TAIT reserves the right, at its sole discretion, to waive any minor irregularity relating to the proposals. Broker shall carefully review and address all of the evaluation factors outlined in this RFP. In order to be considered, Broker must be able to demonstrate that it meets the minimum qualifications established in this RFP and has the ability to provide the required services as listed in Section 10 Scope of Services. Failure to provide documentation necessary to demonstrate that the Broker meets the minimum qualifications will cause the proposal to be rejected as non- responsive. Proposals must be formatted on 8½” by 11” paper using a minimum 12 point type size. Tabs must be utilized to separate each section of the proposal. If bound, proposals must be bound on the long (left) side of the paper. The original proposal must be un-bound. The proposal must also be provided in an acrobat, pdf format. Proposals that contain erasures or alterations may be rejected. 1) Table of Contents Proposals should contain a Table of Contents. The Table of Contents outlines in sequential order, all of the areas of the proposal and it allows for clarity and ease of review of the proposal. 2) Cover Letter Each Proposer must submit a cover letter identifying the name and address of the proposing entity. The original proposal must be signed in ink by an authorized representative of the proposing entity who is authorized to execute contractual agreements and/or commitments on behalf of the

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Proposer. 3) Executive Summary Each proposal must contain an executive summary that summarizes the key elements of the proposal. Additionally, included in the executive summary, must be a statement that explains why the Proposer would be the best to choice for TAIT. The following information must also be provided:

Name and address of the proposing entity (or entities).

Telephone number(s)

Legal structure of the organization (sole proprietor, partnership, joint venture, corporation)

Name(s) of key individuals authorized to conduct business for the Proposer

Financial Background Information

Proposer shall submit the following financial statements/information. If this information is not included, your proposal will not be considered for evaluation.

a. Balance Sheets and Income Statements for the current Fiscal Year and prior two (2) Fiscal Years of operation prepared in accordance with generally accepted accounting principles and compiled by an independent Certified Public Accountant or notarized by the Chief Financial Officer or owner.

b. Any additional information considered pertinent to indicate the Proposer’s financial

and operational capabilities. 4) Minimum Qualifications The Broker has acted as a broker placing property insurance for an airport, or Oklahoma governmental entity or an Oklahoma corporation with total insured values at risk in excess of $350 million for at least one (1) policy year during the five (5) years prior to the date of this RFP that meet said threshold; and The Broker must have acted as a broker placing liability insurance for a commercial service U.S. airport with over 1,000,000 annual passengers for one policy year; or TAIT may consider a Broker with proven relationships with firms that have placed liability insurance for a commercial service U.S. airport with over 1,000,000 annual passengers for at least one policy year during the five (5) years prior to the date of this RFP that meet said threshold. The following information must be provided to determine if the Broker meets the minimum qualifications for this RFP: A copy of the Broker’s License to do business in the State of Oklahoma. For Property and Liability Insurance:

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Provide documentation that the Broker has acted as a broker placing property insurance for a Oklahoma airport, Oklahoma governmental entity or an Oklahoma corporation with total insured values at risk in excess of $350 million for at least one (1) policy year during the five (5) years prior to the date of this RFP. Broker must also document that it has acted as a broker placing liability insurance for a commercial service U.S. airport with over 1,000,000 passengers; or TAIT may consider a Broker with proven relationships with firms that have placed liability insurance for a commercial service U.S. airport with over 1,000,000 annual passengers for at least one (1) policy year during the five (5) years prior to the date of this RFP, please provide :

Name of airport or governmental entity

Address

Contact person

Phone number

E-mail address

Date insurance placed

Date insurance expired/expires

Services provided

Types of insurance coverages placed

Amount of insured values at risk

8. Experience/Personnel Qualifications/References Information

Broker Qualifications and Experience This section provides each Proposer an opportunity to outline its experience and the qualifications of its personnel. Proposer may include information in this section which differentiates its company and proposal from the other Proposers. Information provided should be concise and applicable. Provide the following information: 1) Provide the number of years Broker has been operating in the State of Oklahoma. 2) Describe the Broker's local size and number of local staff. 3) List the insurance markets the Broker can access. 4) Provide an explanation of the Broker’s experience in the airport industry. 5) Describe any special experience the Broker has placing insurance coverages for a small hub

airport. 6) List the Broker's national networks and contacts. 7) Provide any litigation or administrative proceeding in which the Broker was a party to in any

matter related to the broker’s professional activities during the five (5) years prior to the date of this RFP. Provide information regarding any pending litigation, investigations, or proceedings related to the professional activities of the broker, addressed by a state agency or court of law.

8) Provide detailed insight and a description of the insurance program that TAIT will likely obtain in the current insurance market. Include a discussion on probable program structure, potential

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savings/increases over current rates, and market trends. 9) List additional services offered by the Broker that may be of interest to TAIT. Account Manager Qualifications and Experience Provide a resume of the Account Manager that, at a minimum, includes the following information: 1) Educational background that includes specific steps taken to remain current with trends in the

insurance industry. 2) Work experience that includes all past employment, number of years as an Account Manager in

the insurance field and length of time in current position. 3) Explanation of personal knowledge of insurance markets. 4) List three client references for programs that have achieved positive results due to the Account

Manager’s evaluation of the firm’s insurance needs. Describe the results. 5) Description of the Account Manager’s personal book of business, including, at a minimum, the

following: 6) Number of accounts the Account Manager is responsible for; 7) Types of accounts; and 8) How TAIT’s account compares in size and scope to the Account Manager’s other clientele. 9) Explain steps used to assure that proper attention will be given to TAIT’s account as the Account

Manager and Broker’s book of business increases. 10) List any governmental or airport clients similar to TAIT that the Account Manager represents and

provide references from such clients upon request. 11) Description of experience in overseeing self or partially-insured clients. 12) Service Team Qualifications and Experience Provide a resume for each service team member including any aviation specialists, involved in servicing TAIT’s account that, at a minimum, includes the following information on each individual:

13) Educational background that includes specific steps taken to remain current with trends in the

insurance industry. 14) Work experience that includes all past employment and length of time in current position. 15) Personal knowledge of insurance markets. 16) Duties in servicing TAIT’s account. 17) Physical location of the service team member. 18) Services and Approach to Servicing Account Provide a written statement to describe each of the following: 19) Broker’s understanding, responsiveness and approach to the required services. 20) Effectiveness of the Broker’s proposed services. 21) Broker’s proposed service innovations.

9. Fee Structure

Provide the following information on the Proposal Form (Exhibit “A”) : 1) The Broker’s proposed annual fixed fee.

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2) The Broker will disclose (contingency fees, commissions or any other form) received by the Broker as a result of coverage placed on behalf of TAIT and describe the relationship between the Broker and the Insurance Company.

3) Provide a detailed explanation of any ancillary services which are not included in the annual fixed fee above.

10. Scope of Services The successful Broker must provide, at a minimum, the following insurance brokerage services for the insurance coverages the Broker is to provide and they must possess and keep in force all licenses and permits required to perform the services listed herein, but which are not limited to, the following:

A. Develop specifications for the insurance program and market the program for coverage when instructed to do so by TAIT, including completion of all applications, documents and gathering data which may be requested by insurance companies.

B. Analyze proposals received from various insurance companies and other parties, negotiate changes for the benefit of TAIT and verify the reasonableness of the price for the coverage provided. Make recommendations to TAIT as to the most advantageous insurance program providing the highest level of coverage at the best possible price to meet TAIT’s needs and objectives.

C. Provide TAIT with a summary of various insurance program options, including but not limited to: limits, coverages, retention levels, terms, conditions, payment options and self-insurance.

D. Provide analysis and recommendations as to the most cost effective means for addressing TAIT’s potential risks.

E. Represent TAIT in all negotiations with insurers, underwriters and other parties with regard to the Airport’s insurance program.

F. When instructed to do so by TAIT, administer the placement of coverage and provide original binders, policies and endorsements in a timely manner to designated staff.

G. Provide extensive review of binders and policies including verification of conformity to specifications. Request any necessary endorsements/changes/revisions that may be required.

H. Assure that insurance policies are placed with reputable and financially responsible insurers (based on insurance rating among other criteria), including keeping TAIT informed of any changes in rating of the insurers and making recommendations should ratings change during the policy term.

I. Continually evaluate the insurance program and recommend coverage changes and improvements to provide the highest level of coverage at the least possible cost to TAIT. Oversee and coordinate all relevant services performed by insurance companies/underwriters or any service agencies.

J. Perform administrative and clerical services relative to account management, including but not limited to, issuance of certificates of insurance, and verification of the accuracy of bills, audits and all premium adjustments.

K. Broker shall maintain lists (Property Schedule; Insured Vehicle Schedule; Employee Driver List and Equipment Schedule) and provide to staff upon request.

L. Submit all premiums/payments to carriers and other parties. All payments/premiums

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will be made to the selected Broker. M. Assign an Account Manager for administration of the Agreement who will be

responsible for communication with TAIT’s staff and who, along with any other team members assigned, must be available on a daily basis to TAIT’s staff for advice and consultation on insurance program related issues and concerns.

N. Review any related insurance company audits for accuracy. O. Review various insurance publications and provide TAIT with copies of articles

applicable to aviation/airport insurance issues. P. Provide TAIT with aviation market trends on a regular basis. Q. Evaluate all properties and recommend any changes to current values. R. Review loss runs quarterly, provide copies of the loss runs to Airport’s Director of Risk

and advise of any anticipated problems. S. Coordinate (at a minimum) annual claims meetings with Airport’s Director of Risk and

a representative of the underwriters. T. Work with Airport’s Director of Risk to review the Airport’s Boilerplate contracts and

agreements in order to ensure the insurance requirements are up to date and offer the requisite protection to the Airport, including appropriate limits.

U. Act as TAIT’s agent with carriers and claimants to resolve claims. V. Consult with TAIT regarding the proposed claims counsel the insurance company plans

to use with any claim. W. Assist Airport’s Director of Risk with design and implementation of a Loss Prevention

Program including review of open claims and trends with respect to loss control.

Alternate Services The Broker may propose additional services that Broker believes may be beneficial to TAIT. TAIT reserves the right to evaluate such proposed additional services on a case by case basis and to negotiate proposed costs for any such services if it is determined they should be provided.

Coverage The Broker must be able to place coverages prior to expiration of current policies and contingent upon Trustee approval, the insurance coverage as listed below:

Coverage/Current Provider Expiration of Current Policy

Public Officials and Employment Practices Liability Navigators Insurance Company

June 22, 2021

Property Alliant Property Insurance Services, Inc.

Alliant Property Insurance Program (APIP)

July 1, 2021

Commercial Auto Mid-Continent Casualty Company

July 18, 2021

Employers’ Liability (Workers’ Compensation) CompSource Mutual Insurance Company

October 1, 2021

General Liability Chubb (ACE Property and Casualty Insurance Company).

November 20, 2021

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Airport Owners and Operators Liability Chubb (ACE Property and Casualty Insurance Company) Named: RVS

Private Hangar Tenants Insurance Group “Pooled Insurance Program”

November 20, 2021

Where advantageous, TAIT would prefer to have multi-year policies with annual renewals. Board Meeting Schedule All policies of insurance must be approved by the board upon a recommendation from airport leadership. Below are the following scheduled Trustee Meetings for 2021:

January 14, 2021 February 11, 2021 March 11, 2021

April 8, 2021 May 13, 2021 June 10, 2021

July 8, 2021 August 12, 2021 September 9, 2021

October 14, 2021 November 11, 2021 December 9, 2021

11. Exceptions

Broker(s) must thoroughly review the RFP, its attachments and the Agreement. In the event that a Broker desires to take exception to any term or condition set forth in the RFP, its addenda (if any), r the Agreement, said exceptions must be clearly identified on a separate page titled “EXCEPTIONS”. No, the Broker has no exceptions to the RFP, its addenda (if any), or the Agreement. (This means that the Broker, if selected, is prepared to sign the Agreement). Yes, the Broker has exceptions to the RFP, its addenda (if any), or the Agreement. Proposer shall include a list of exceptions to the RFP, if any. NOTE: If the Broker proposes changes in this Section to material terms of the RFP, its addenda (if any), or the Agreement, which are unacceptable to TAIT, the requested changes may result in an inability to finalize an agreement.

12. Required Additional Documents Except for the Documents Required under this RFP there are no additional documents required to be submitted.

13. Pre-Proposal Meeting A Pre-Proposal Meeting will not be held for this Request for Proposals.

14. Interviews

Interviews may be scheduled as part of the evaluation process. If the Broker is invited to interview with the Committee, the person identified as the Account Manager on this project, will play the

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lead role in the interview. Information from the interview, including content and style, will be part of the evaluation process, as will the reference verification. Each Broker selected for an interview may not have more than four (4) representatives attend the interview process.

15. Proposal Submission Deadline One (1) original (un-bound), six (6) bound copies and one (1) copy in acrobat/pdf format of the proposal, responding to the information requested in this RFP must be received by TAIT no later than the deadline noted on page 1 of this RFP. Proposals must be delivered to the address indicated on page 1 of this RFP.

16. Rights Reserved Rights Reserved: TAIT reserves the following rights:

1. To waive as an informality any minor irregularities in proposals and/or to reject any or all proposals.

2. To request additional information and data from any or all Proposers. 3. To supplement, amend, or otherwise modify the RFP through addenda issued. 4. To cancel this RFP with or without the substitution of another RFP. 5. To make such reviews and investigations as it considers necessary and appropriate for

evaluation of the proposals. 6. To reject any proposal in the event that TAIT’s analysis of the Proposer’s financial status

and capacity indicates, in TAIT’s judgment, that the firm is not able to successfully perform the work.

17. Commencement of Work This RFP does not, by itself, obligate TAIT in any way. TAIT reserves the right to cancel the award without liability at any time before the Agreement has been executed by all parties. TAIT’s obligation will commence when the Agreement is executed by the Broker and subsequently approved by TAIT.

18. Authorized Signature The authorized representative signature required on all documents associated with this RFP, including the Agreement, must be made by an officer of the company.

19. Administrative Requirements The Airport shall not, under any circumstances, be responsible for any costs or expenses associated with the proposal submitted including, but not limited to, research, investigation, development, preparation, duplication, production, collation, packaging, delivery, transmittal, or presentation of the proposal or any other related information, data, documentation, and material. All costs and expenses incurred by the Proposer in connection with the proposal submitted shall be the sole

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responsibility of (borne solely by) the Proposer.

A. Public Disclosure

a. Property of Airport: Proposals submitted to the Airport shall become the property of the Airport and shall not be returned to the Proposer.

b. Proposals are Public Records: Pursuant to Oklahoma Open Records Act, 51. O.S. §24A

et seq., proposals submitted under this RFP shall be considered public records and with limited exceptions will be available for inspection and copying by the public. Except to the extent protected by state and/or federal laws, proposals shall be considered public documents and available for review and copying by the public after an award of Contract is made by the Airport.

c. Public Records Exemption: Any proprietary information included in the proposal that

the Proposer wishes to remain confidential (to the extent allowed under the laws of the State of Oklahoma) should be clearly identified as “Confidential” in the proposal. In addition, the Proposer must provide the legal basis for the exemption to the Airport.

d. Proposals Not Marked as Confidential: If a proposal does not clearly identify the

confidential portions, the Airport will not notify the Proposer that its proposal will be made available for inspection and copying.

e. Process for Disclosing Information: The Airport will follow the Oklahoma Open Records

Act with regard to disclosure of any Confidential or Proprietary Information. The Airport will provide advance notice of such request for disclosure.

f. Indemnification by Proposer: To the extent that the Airport withholds from disclosure

all or any portion of Proposer’s documents at Proposer’s request, Proposer shall agree to fully indemnify, defend and hold harmless the Airport, the City and TAIT, their elected officials, agents and employees, from all damages, penalties, attorneys’ fees and costs related to withholding information from public disclosure.

g. No Claim Against Airport: By submitting a proposal, the Proposer consents to the

procedure outlined in this section and shall have no claim against the Airport because of actions taken under this procedure.

B. Basic Eligibility

The successful Proposer must not be debarred, suspended, or otherwise ineligible to contract with the Airport.

Non-Discrimination All Proposers will be afforded the full opportunity to submit proposals in response to this RFP. The Airport is an Equal Employment Opportunity (EEO) organization which does not discriminate against any prospective firm on the basis of race, religion, color, sex, age, national origin, sexual orientation, or presence of any sensory, mental, or physical disability in the consideration of contract award.

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Successful proposer will be required to comply with all EEO, federal, state, and local laws and regulations.

20. Insurance /Indemnity & Waiver of Damages Insurance: Prior to execution of an Agreement for services under this RFP, the successful Proposer will be required to provide acceptable evidence of insurance coverage consistent with the insurance requirements outlined in the Airport’s standard Broker Services Agreement (Exhibit B). The Broker shall be required to maintain Professional Liability insurance coverage in the minimum amount of $5,000,000 per occurrence. Indemnity & Waiver of Damages: The successful Broker will hold TAIT, the City and the Tulsa Airport Authority, their elected and appointed officials, agents and employees, harmless from and against all suits, claims, demands, damages, actions and/or causes of action of any kind or nature in any way arising from Broker’s performance under the Agreement and will pay all expenses in defending any claims made against TAIT, the City Tulsa Airport Authority, their elected and appointed officials, agents and employees, as a result of Broker’s performance under the Agreement. Binding Offer: A Broker’s proposal, including Broker’s fees, will remain valid for a period of 120 days following the proposal deadline and will be considered a binding offer to perform the required services, assuming all terms are satisfactorily negotiated. The submission of a proposal shall be taken as prima facie evidence that the Broker has familiarized itself with the contents of this RFP. Authority: Broker, its agents, employees and representatives must be authorized to conduct business under all laws, codes and regulations of the State of Oklahoma, including the Office of the Insurance Commissioner. Broker must be fully authorized to provide insurance services to public entities and municipal corporations of the State of Oklahoma. Compliance: Broker shall comply with all Board, local, State and federal directives, orders, policies and laws as applicable to this RFP and subsequent Agreement. Collusion: More than one proposal from the same Broker under the same or different names will not be considered. Reasonable grounds for believing that a Broker is submitting more than one proposal will cause the rejection of all proposals in which Broker is involved. Those proposals will be rejected if there is reason for believing that collusion exists among Brokers, and no participant in such collusion will be considered in any future proposals for the provision of services for the next six months following the date of the proposal submission.

21. General Information Proposal Evaluation and Selection Criteria: Written proposals will be evaluated based upon the following criteria (the weighting or value associated with each element has been identified following the criteria to give Proposers an idea of the relative importance of each element to TAIT): Objective: It is TAIT's intention to solicit proposals from potentially qualified Brokers; to evaluate said proposals; to negotiate terms and fees; and to award an agreement to the Broker whose

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proposal is determined to serve in the best interest of TAIT. Evaluation and Recommendation: An evaluation committee (“Committee”) will consist of TAIT staff members. TAIT reserves the right to request additional information and clarification of any information submitted, including any omission from the original proposal. All proposals will be treated equally with regard to this item. The evaluation will be based on the comparative fulfillment of the criteria where zero (0) is non- responsive and 10 is the highest score. Total scoring is a mathematical extension of the criteria score times weight. The following evaluation criteria have been established to determine which Broker will best contribute to the overall goals of TAIT.

# Element Weight or Value

1 Organization-Qualifications and Experience 35% 2 Account Manager’s Qualifications and Experience 25% 3 Services and Approach to Servicing Account 10% 4 Fee Structure 20% 5 Interviews & References 10%

Selection: The final selection and approval of the successful Broker will be made by TAIT in accordance with its competitive selection process. The Committee will evaluate proposals on the basis of the guidelines set forth in this RFP and will present its findings to TAIT Trustees. The Agreement will be approved at a regularly scheduled board meeting as soon as practical after award. Negligence or omission on the part of the Broker or any party preparing any portion of the proposal confers no right to withdraw or make changes, additions, or deletions to the proposal after the proposal submission deadline. TAIT reserves the right to modify the solicitation schedule during the RFP process. Proposers are responsible for checking the website prior to submission of proposals for any addenda.

Agreement Execution: TAIT will provide to the successful Broker two originals of the Insurance Broker Services Agreement for execution. The Broker agrees to deliver two duly executed original Agreements to TAIT. END.

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Exhibit A – Proposal Form Proposer is bound by its written proposal for a period of one hundred twenty (120) days following the date of proposal opening and may not withdraw its offer during this period. It is understood by the Proposer that the Tulsa Airports Improvement Trust reserves the right to reject any and all written proposals. Each proposer MUST present a fixed cost proposal for the work to be performed. Fees will be guaranteed for the full term of this agreement and should include all costs. Cost Data for “Other Risk Management Services” can be included in the overall fee or based on and identified as “usual and customary” if desired. Either way, it is the desire of the TAIT to have those services identified. It is the intent of the TAIT to have as many services provided covered under the “Base Brokerage Services”.

Contract Years Year One Year Two Year Three

Brokerage Services Annual Fee

$__________________

$__________________

$__________________

Please include on a separate page any fixed price quotes for other risk management services (outside the Scope of this Agreement) the Proposer would like the airport to consider.

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Exhibit B – Sample Insurance Broker Services Agreement

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Tulsa Airports Improvement Trust

Broker Services Agreement Contract Number F21-___

Tulsa International Airport Richard Lloyd Jones, Jr., (“Riverside”) Airport

By and Between

Tulsa Airports Improvement Trust a public trust organized under the laws of the State of

Oklahoma “TAIT”

and

[Broker name] [State of Incorporation/Registration]

“BROKER”

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Broker Services Agreement WHEREAS, The City leases the Tulsa International Airport, and Richard Lloyd Jones Jr, Airport (collectively, “Airports”) to the Tulsa Airports Improvement Trust ("TAIT") pursuant to the terms of an Amended and Restated Lease Agreement between the City of Tulsa, Oklahoma and TAIT, effective as of January 1, 2014; and, WHEREAS, Pursuant to the Trust Indenture for the Tulsa Airports Improvement Trust, Article IV, §4. 2. , the TAIT Trustees shall have and exercise exclusive management and control of the Trust properties for the use and benefit of the Beneficiary, which is the City of Tulsa; and, WHEREAS, TAIT operates the Airports pursuant to the Oklahoma Municipal Airports Act, Okla. Stat. tit. 3 §65. 1, et seq. , and TAIT’s Bond Indenture; and, WHEREAS, on February 1, 2021, the Airport published an advertisement for Request for Proposals for Property and Liability Insurance Broker Services, hereinafter referred to as “RFP”; and, WHEREAS, the Airport received proposals on or about March 15, 2021, including the proposal submitted by Broker, hereinafter referred to as “Broker Proposal,” and has selected a Broker; and WHEREAS, the Airport desires to enter into a Property and Liability Insurance Broker Services Agreement with Broker, hereinafter referred to as “Agreement”, granting the Broker the right to provide professional insurance brokerage and other services to the Airports; and NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement to be kept and performed by the parties hereto and upon the provisions and conditions set forth in this Agreement, TAIT and Broker do agree as follows:

1. TERM

The Term of this Agreement shall be for three (3) years, commencing April 1, 2021 unless sooner terminated or cancelled as herein provided. At the end of the initial Term there will be two (2) one-year options to extend the term of the Agreement at the option of TAIT.

2. SCOPE OF WORK

The Broker agrees to provide professional commercial insurance broker and consulting services for the marketing, placement, and management of the Airport’s Liability’ and Property Insurance program and other insurance related services, including but not limited to, Risk Management, Marketing, Claims Services, Implementation of a Loss Control Prevention Program, and Risk Financial Analysis as outlined in the RFP, Section 10 — Scope of Services.

F21-___

This Agreement is subject to the terms and conditions set forth herein and as stated in the RFP and Broker’s Proposal, both of which are attached hereto and made a part hereof and as outlined below.

3. COMPENSATION

A. As consideration for the services to be performed as outlined in the RFP, TAIT agrees

to pay the Broker an annual fee in the amount of __________________________ ($_______). Broker agrees to submit an itemized billing to the Airport on a quarterly basis.

B. Annual Fee shall be firm for the Term of the Agreement or as set out in the Broker’s

Proposal. C. All premium refunds shall be paid immediately by the Broker to the Airport upon

receipt of any refund by the Broker. D. The Broker must disclose to TAIT all standard commissions received as a result of

coverage placed on behalf of the Airports, and describe the relationship if any between the Broker and the insurance company.

E. TAIT reserves the right to add to or delete from the scope of work specified in the RFP,

by giving written notice to Broker. Broker’s compensation for additional services shall be mutually agreed to by the parties prior to Broker providing additional services.

F. Broker shall bear all expenses required to perform services pursuant to this Agreement.

4. AGREEMENT DOCUMENTS

The Request for Proposals and any addenda(s) thereto, published in connection herewith and the Broker’s Proposal, including any Addenda, shall all form a part of the Agreement between the parties hereto.

5. BROKER’S RIGHTS AND OBLIGATIONS

The parties hereto covenant and agree as follows: A. Broker shall observe and comply with any and all applicable Airport, Federal, state and

local laws, statutes, ordinances and regulations and shall abide by and be subject to all reasonable rules and regulations which are now, or may from time to time be, promulgated by any Federal, state or local government or agency thereof.

B. Broker shall be responsible for all its expenses in connection with this Agreement, and

the rights and privileges herein granted, including without limitation by reason of enumeration, costs for wages, benefits, taxes, permit fees, license fees and assessments lawfully levied or assessed upon the Broker, and secure all such permits and licenses as may be lawfully required.

F21-___

C. Broker shall be obligated to perform services for TAIT under the terms and conditions of this Agreement and as further specified in the RFP.

6. PERSONNEL

Broker agrees to assign competent, fully trained professionals to perform the services required under this Agreement and shall use its best efforts to ensure continuity of personnel assigned to perform said services.

7. NON-PERFORMANCE

Broker shall perform all work to the satisfaction of TAIT and whose appraisal and acceptance of the work shall be a precedent to any payment made by the Airport under this Agreement.

8. TERMINATION

A. In addition to any other rights and remedies allowed by law and this Agreement, either party may terminate this Agreement with or without cause, by giving ninety (90) days advance, written notice. Such termination shall be effective as of the date specified in the written notice.

B. Upon termination of this Agreement, Broker may be compensated only for services

actually performed and accepted by TAIT. Broker shall not be entitled to any compensation for contractual damages, including but not limited to, expected lost profits, office overhead, loss of productivity or any other consequential or incidental damages arising from the termination of this Agreement.

C. Upon termination of this Agreement, Broker shall immediately deliver to TAIT all

property belonging to the Airport, whether given to the Broker by the Airport or prepared by Broker in the course of rendering the services under this Agreement, including but not limited to all work then in progress and all material that contains proprietary information, subject to the retention provisions of applicable Oklahoma State law.

9. PROPRIETARY INFORMATION

The Broker’s services under this Agreement may involve access to and creation of proprietary’ information. During the term of this Agreement and continuing thereafter, the Broker shall hold and use all proprietary information in strict confidence, without benefit to the Broker or any other third party.

10. SECURITY

Broker acknowledges that it understands and is aware of Security rules, regulations and requirements for the Airports. If the Transportation Security Administration (TSA) imposes a fine or penalty on the TAIT for Broker’s non-compliance with federal laws and/or TSA rules and regulations, then the Broker shall reimburse and indemnify TAIT for the entire amount of the fine or penalty.

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11. INDEMNITY AND WAIVER OF DAMAGES

A. The Broker shall indemnify, hold harmless and defend TAIT, the Tulsa Airport Authority, the City of Tulsa, their elected and appointed officials, agents, employees and representatives from and against any and all claims and actions, demands, damages, civil penalties, charges, judgments, losses, liabilities of any character or kind and other legal actions and proceedings of whatever nature, including reasonable attorney’s fees (including fees to establish the right to indemnification) resulting from, arising out of, related to, or caused by Broker’s conduct of business or from any activity or other things done, permitted, or suffered by Broker in, or about the Airports, or other act or failure to act, excluding only claims or actions arising out of the sole negligence of the TAIT, the Tulsa Airport Authority, the City of Tulsa, their elected and appointed officials, agents and employees, provided that the TAIT shall give the Broker prompt and reasonable notice of any such claim or actions made or filed against it.

B. Broker hereby agrees to release and hold harmless TAIT, the Tulsa Airport Authority, the City of Tulsa, its elected and appointed officials, agents and employees, from any damages to the Broker caused by noise, vibrations, fumes, dust, fuel particles and all other effects that may be caused by the operation of aircraft landing at or taking off from, or operating at or on the Airports; and the Broker does hereby fully waive, remise and release any right or cause of action which it may now have or which it may have in the future against TAIT, the Tulsa Airport Authority, the City of Tulsa, its successors and assigns, due to such noise, vibrations, fumes, dust, fuel particles, and all other effects that may be caused or may have been caused by the operation at or on the Airports.

C. Broker further agrees to hold TAIT, the Tulsa Airport Authority, the City of Tulsa, their agents, officials and employees free and harmless for any claims arising out of the damage, destruction or loss of any or all of Broker’s equipment excluding any claims arising out of the sole negligence of TAIT, the Tulsa Airport Authority, the City of Tulsa, their elected officials, agents and employees.

12. INSURANCE

A. Prior to approval of this Agreement, the Broker must obtain insurance coverage as

provided below. The Broker must provide, pay for, and maintain the types of insurance policies provided herein, in amounts of coverage not less than those set forth below. Certified, true and exact copies of all insurance policies required and endorsement pages shall be provided to TAIT on a timely basis if requested by TAIT.

All insurance must be from responsible insurance companies which are authorized to do business in the state of Oklahoma and are acceptable to TAIT. The required insurance coverage and policies shall be performable in Tulsa, County, City of Tulsa, Oklahoma, and shall be construed in accordance with the laws of Oklahoma. Nothing in this Section shall define or limit the rights of any party to this Agreement under any other provision of this Agreement, including but not limited to any indemnification provision.

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1. Additional Insureds: all liability policies (except professional liability and worker’s compensation and employer’s liability policies) shall provide that TAIT, the Tulsa Airport Authority, the City of Tulsa, their elected and appointed officials, and employees, are named additional insureds without reservation or restriction. TAIT shall be named as loss payees on the Broker’s valuable papers insurance policy for this Project.

All insurance coverage of the Broker shall be primary and non-contributory to any insurance program carried by TAIT. All insurance policies shall include a severability of interest provision wherein claims involving any insured hereunder, except with respect to limits of insurance, interests shall be deemed separate from any and all other interest herein, and coverage shall apply as though each such interest was separately insured.

2. Deductibles: All deductibles must be declared on the certificate of insurance. If no deductible is declared, the Broker is stating a deductible does not exist and thus a deductible is not approved or accepted. Self-insured retentions will not be accepted unless accompanied by a bond (financial guarantee bond) or irrevocable letter of credit guaranteeing payment of the losses, related investigations, claim administration and defense expenses not otherwise covered by the Broker’s self-insured retention. 3. Policy Limits: The insurance coverage and limits required of the Broker under this contract are designed to meet the minimum requirements of TAIT. Such coverage and limits are not designed as a recommended insurance program for the Broker. The Broker alone shall be responsible for the sufficiency of its own insurance program. Should the Broker have any question concerning its exposures to loss under this contract or the possible insurance coverage needed therefore, the Broker should seek professional assistance. All policies shall be in the form of an “occurrence” insurance coverage or policy. If any insurance is written in a “claims-made” form, the Broker shall also provide tail coverage that extends a minimum of two year from the expiration of this contract. The minimum aggregate limits of such insurance policies and continuing coverage shall be:

a. Worker's Compensation and Employer’s Liability Insurance. The Broker shall provide and maintain, during the term of the contract, worker's compensation insurance as prescribed by the laws of the state of Oklahoma and employer's liability Insurance in an amount not less than One Hundred Thousand Dollars ($100,000.00) each for all its employees employed at the site of the Airports (if any), and in case any work is subcontracted, the Broker shall require the subcontractor similarly to provide worker's compensation and employer's liability insurance for all the subcontractor's employees, unless such employees are covered by the protection afforded by the Broker. In the event any class of

F21-___

employees engaged in work performed under the contract or at the site of the Airport is not protected under such insurance heretofore mentioned, the Broker shall provide and shall cause each subcontractor to provide adequate insurance for the protection of the employees not otherwise protected. If the Broker is exempt under the laws of the state of Oklahoma from the requirement to obtain and maintain worker’s compensation insurance, then the Broker must provide TAIT a copy of its Affidavit of Exempt Status from the Oklahoma Insurance Department.

b. Commercial General Liability Insurance. The Broker shall provide and maintain commercial general liability insurance coverage sufficient to meet the maximum cumulative liability of all parties to this contract, including TAIT, under the Governmental Tort Claims Act, 51 O.S. § 151 et seq., (GTCA) and any amendment or addition thereto, as provided herein. Property damage liability in an amount not less than Two Hundred Thousand Dollars ($200,000.00) per claimant for loss, damage to or destruction of property, including but not limited to consequential damages arising out of a single accident or occurrence. All other liability in an amount not less than One Hundred Seventy Five Thousand Dollars ($175,000.00) per claimant for claims including death, personal injury, and all other claims arising out of a single accident or occurrence. Single occurrence or accident liability in an amount not less than One Million Dollars ($1,000,000.00) for any number of claims arising out of a single accident or occurrence. c. Automobile Liability Insurance. The Broker shall provide and maintain comprehensive automobile liability insurance coverage as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles sufficient to meet the maximum cumulative liability of all parties to this contract, including TAIT, under the Governmental Tort Claims Act, 51 O.S. § 151 et seq., (GTCA) and any amendment or addition thereto, unless otherwise specifically and expressly provided herein.

i. Property damage liability in an amount not less than Two Hundred Thousand Dollars ($200,000.00) per claimant for loss, damage to or destruction of property, including but not limited to consequential damages arising out of a single accident or occurrence.

ii. All other liability in an amount not less than One Hundred Seventy Five Thousand Dollars ($175,000.00) per claimant for claims including death, personal injury, and all other claims arising out of a single accident or occurrence. iii. Single occurrence or accident liability in an amount not less than One Million Dollars ($1,000,000.00) for any number of claims arising out of a single accident or occurrence.

F21-___

4. Certificates: The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms approved by the Oklahoma Insurance Commissioner. The certificate(s) must be signed by the authorized representative of the insurance company(s) shown in the certificate(s). The Broker must attach a copy of the power of attorney evidencing the authority of the authorized representative to execute the certificate of insurance. The certificate must include the Agreement number and Agreement description or name. 5. Cancellation. There may be no termination, non-renewal, reduction in coverage, or modification of such insurance coverage.

The Broker authorizes TAIT to confirm all information so furnished as to the Broker’s compliance with its bonds and insurance requirements with the Broker’s insurance agents, brokers, surety and insurance carriers. The lapse of any insurance policy or coverage required by this contract is a breach of this Agreement for which the Broker shall repay and reimburse all payment made under the Agreement and such other damages, losses, and costs incurred by TAIT. TAIT may at their option suspend this Agreement until there is full compliance with this paragraph, and/or may suspend payment under this Agreement, and/or may cancel or terminate this Agreement and seek damages for the breach of this Agreement. The remedies in this paragraph shall not be deemed to waive or release any remedy available to TAIT. TAIT expressly reserve the right to pursue and enforce any other cause or remedy in equity or at law.

In the event of a reduction in any aggregate limit, the Broker shall immediately notify TAIT and shall make reasonable efforts to have the full amount of the limits appearing on the certificate reinstated. If at any time TAIT request a written statement from the insurance company(s) as to any impairments to or reduction of the aggregate limit, the Broker hereby agrees to promptly authorize and have delivered to TAIT such statement.

6. Duration of Coverage. All insurance coverage required under this Agreement shall be maintained in full force and effect until completion and formal acceptance of the Project by TAIT. For Broker’s providing claims-made insurance coverage, such coverage must be maintained in full force and effect for a period of two (2) years after the final, formal acceptance of this Project by TAIT. The requirements of the insurance provisions listed above shall survive the completion, expiration, cancellation or termination of this Agreement.

7. Professional Liability. Broker shall be required to maintain Professional Liability insurance coverage in the minimum amount of Five Million Dollars ($5,000,000) per occurrence.

F21-___

13. GOVERNMENT RESERVATIONS AND RESTRICTIONS

The rights granted by this Agreement shall be subject to all enforced reservations and restrictions, including but not limited to, the following:

A. It is understood and agreed to by Broker that nothing herein contained shall be construed to grant or authorize the granting of any exclusive right forbidden by the Airport Development Act, 49 U. S. C. , 47101, et seq. , and Section 308 of the Federal Aviation Act of 1958 and as amended.

B. This Agreement shall be subject to the terms of any sponsor’s assurances and

agreements now required or imposed in the future, between the Airport and the Federal Aviation Administration or any successor Federal agency.

C. This Agreement shall be subordinate to the provisions of any existing or future

agreement between the United States Government and the Airport relative to the operation or maintenance of the Airports, 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 Airports, by the provisions of the Airport Improvement Program, and as the program may be amended, or any other federal act, deed, grant agreement or program affecting the use operation or maintenance of the Airports now or in the future; provided however, that the Airports shall, to the extent permitted by law, use its best efforts to cause any such agreements to include provisions protecting and preserving the rights of Broker.

14. FEDERAL NONDISCRIMINATION

A. Broker understands and acknowledges that TAIT has given to the United States of America, acting by and through the FAA, certain assurances with respect to nondiscrimination, which have been required by Title VI of the Civil Rights Act 1964 and by 49 CFR Part 21 as a condition precedent to the Government making grants in aid to the Airports for certain Airport programs and activities, and that TAIT is required under those regulations to include in every agreement pursuant to which any person or persons, other than the Airports, operates or has the right to operate any facility on the Airports providing services to the public, the following covenant, to which Broker agrees:

B. Broker, in its operation at and use of the Airports, covenants that:

1. No person on the grounds of race, color, or national origin shall be excluded

from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities;

2. In the construction of any improvements on, over, or under such land and the

furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination;

F21-___

3. It shall use the Premises in compliance with all other requirements imposed by

or pursuant to 49 CFR Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuations of Title VI of the Civil Rights Act of 1964, and as that regulation may be amended; and

4. Broker further agrees promptly to provide the Airport, upon written request by

the Airport, such information the Airport is required to obtain from Broker to show compliance with applicable nondiscrimination laws.

15. AIRPORT’S RIGHTS OF CANCELLATION

In addition to any conditions as specified herein and all other remedies available to TAIT, this Agreement shall be subject to cancellation by the TAIT should any one or more of the following occur:

A. If the Broker shall file a voluntary petition in bankruptcy, or proceeding in bankruptcy shall be instituted against the Broker and the Broker is thereafter adjudicated a bankrupt pursuant to such proceedings, or if a court shall take jurisdiction of the Broker and its assets pursuant to proceedings brought under the provisions of any Federal Reorganization or Bankruptcy Act, or if a Receiver for the Broker’s assets is appointed, or if the Broker shall be divested of its rights, powers and privileges under this Agreement by other operation of law and such proceeding is not dismissed within sixty (60) days of filing.

B. If the Broker shall fail to perform, keep and observe any of the applicable covenants

and conditions contained in this Agreement, provided that upon the happening of any contingency recited in this Article, the Broker shall be given written notice to correct or cure such default, failure to perform or breach. If, within thirty (30) days from the date of such notice, the default, breach, or complaint shall not have been corrected in a manner satisfactory to TAIT, then and in such event TAIT shall have the right to declare this Agreement terminated. TAIT does, however, reserve the right to extend the time period to correct the default, if, in its opinion, due diligence is shown by the Broker in curing the default.

16. BROKER’S RIGHTS OF CANCELLATION

In addition to all other remedies available to the Broker, this Agreement shall be subject to cancellation by Broker should any one or more of the following occur:

A. The permanent abandonment of any portion of the Airports. B. The issuance of any order, rule or regulation by the Federal Aviation Administration or

any other federal agency or by any court of competent jurisdiction of an injunction, materially restricting for a period of at least ninety (90) days, the use of the Airports for scheduled air transportation.

F21-___

C. The breach by TAIT of any covenants, terms or conditions of this Agreement to be kept, performed and observed by TAIT and the failure to remedy such breach for a period of sixty (60) days after written notice from Broker of the existence of such breach.

D. The assumption of the United States Government, or any authorized agent of the

same, of the operation, control or use of the Airports and its facilities in such manner as to substantially restrict the Broker from conducting its business, if such restriction be continued for a period of ninety (90) continuous days or more.

E. The occurrence of any event or events beyond the reasonable control of Broker,

including, but not limited to, any act of God or other supervening event which precludes the Broker from the use of the property for the purposes enumerated herein, or from the use of airport facilities.

17. ASSIGNMENT

Broker is prohibited from assigning this Agreement.

18. LEGAL CLAIMS AND ATTORNEY FEES

A. Each party hereto shall promptly report to the other any claim or suit against it arising out of or in connection with the Broker’s operation at the Airports. TAIT and Broker shall each have the right to compromise and defend the same to the extent of its own interest; provided the defense of the same has not been tendered and accepted by the other party. The Broker is an independent contractor in every respect, and not the agent of TAIT.

B. If either party hereto shall bring any legal or equitable action against the other party,

the non-prevailing party shall pay the reasonable attorney’s fees and costs incurred by the prevailing party in such action and any appeal there from. For purposes of this section, “costs” shall include expert witness fees, court reporter fees and court costs.

19. LICENSES AND PERMITS

Broker shall possess all licenses, permits, qualifications and approvals of whatever nature legally required for Broker to perform the services under this Agreement. Broker warrants and represents that it, at its sole cost and expense, shall keep in effect at all times during the term of this Agreement any and all licenses, permits and approvals that are required for Broker to practice its profession and/or perform the services.

20. SEVERABILITY

If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

F21-___

21. NON-WAIVER OF BREACH

The waiving of any of the covenants of this Agreement by either party shall be limited to the particular instance and shall not be deemed to waive any other breaches of such covenants. The consent by TAIT to any act by the Broker requiring TAIT’s consent shall not be deemed to waive consent to any subsequent similar act by the Broker.

22. PRIOR AND COLLATERAL AGREEMENTS

This Agreement and each provision and covenant hereof shall constitute a contract, and a license by and between the parties hereto. This Agreement shall constitute the entire Agreement between the parties and no other stipulation, agreement or understanding, written or oral, expressed or implied of the parties hereto or of their agents, relating to the Agreement, shall limit or modify its terms. This Agreement shall, as of the commencement date hereof, cancel and supersede all prior agreements, written or oral, expressed or implied, between the parties for the rights granted herein. This Agreement shall not be subject to modification or change except by written instrument duly signed.

23. APPLICABLE LAW: VENUE: WAIVER OF TRIAL BY JURY

This Agreement, and the rights and obligations of the parties hereto, shall be construed

and enforced in accordance with the laws of the State of Oklahoma. Jurisdiction and venue for any action on or related to the terms of this Agreement shall be exclusively in either the United States District Court for the Northern District of Oklahoma or the District Court for Tulsa County, State of Oklahoma, and the parties irrevocably consent to the personal jurisdiction of such courts over themselves for the purposes of determining such action and waive any right to assert a claim for inconvenient forum. In any action on or related to the terms of this Agreement, the parties (for themselves and their successors and assigns) hereby waive any right to trial by jury and expressly consent to trial of any such action before the court.

24. NON-LIABILITY OF INDIVIDUALS/PUBLIC OFFICIALS

Neither the Trustees of TAIT, Authority, and City, nor any agent, representative, officer or

employee thereof, shall be charged personally by Broker with any liability, or be held liable to Broker under any term or provision of this Agreement, or because of its execution or attempted execution, or because of any breach, attempted or alleged, thereof, it being understood that in such matters they act only as agents or representatives of TAIT, Authority, or City.

No agent, representative, director, officer or employee of TAIT, shall be charged personally by Broker with any liability, or be held liable to under any term or provision of this Agreement, or because of its execution or attempted execution, or because of any breach, attempted or alleged, thereof, it being understood that in such matters they act only as agents or representatives of TAIT.

F21-___

25. NOTICES

Except in the case of an emergency, all notices, certificates, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, designations or other communication which may be or are required to be given by either party to the other under this Agreement, shall be made pursuant to the form, method, and receipt provisions below:

(i) Form of Notice. All notices, requests, claims, demands and other communications

regarding any Terms or Conditions under this Agreement shall be in writing.

(ii) Method of Notice. All notices shall be given:

a. by delivery in person; or

b. by a nationally recognized next day courier service; or

c. by first class, registered or certified mail, postage prepaid; or

d. by facsimile; or,

e. by electronic mail (“e-mail”),

to the address of the party specified below:

if to TAIT: and if to Broker:

Tulsa Airports Improvement Trust Attention: Airports CEO 7777 Airport Drive, Suite A211 Tulsa, Oklahoma 74115 notice@tulsaairports.com Fax: 918-838-5199

___________________

or such other address as either party may specify in writing pursuant to the Notice

provisions contained in this section.

(iii) Receipt of Notice. All notices shall be effective upon (a) receipt by the party to

which notice is given, or (b) on the third (3rd) day following mailing, whichever occurs

first.

Notices shall be deemed to have been duly given (c) when delivered in person, (d)

upon confirmation of receipt when transmitted by facsimile transmission or by

electronic mail but, in the case of electronic mail, only if followed by transmittal by

hand or a national overnight courier for delivery on the next business day, (e) upon

receipt after dispatch by registered or certified mail, postage prepaid or (f) on the next

business day if transmitted by national overnight courier with confirmation of

delivery.

F21-___

26. TIME OF ESSENCE

It is mutually agreed that time is of the essence in the performance of all covenants and

conditions to be kept and performed under the terms of this Agreement.

27. PARAGRAPH HEADINGS

Paragraph headings contained herein are for convenience in reference only and are not

intended to define or limit the scope of any provision of this Agreement.

28. ELECTRONIC SIGNATURES.

Each party agrees that this Agreement and any other documents to be delivered in

connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

29. SIGNATURES

IN WITNESS WHEREOF, TAIT and Lessee have entered into this Agreement at Tulsa,

Oklahoma on the____ day of __________, _____ to commence _________ __, ____. TULSA AIRPORTS IMPROVEMENT TRUST By:___________________________

By:________________________________

Alexis Higgins, AAE President & CEO

Chair

________________________________

By:__________________________________ Title:_________________________________

24

Exhibit C – Proposal Submission Checklist

PROPOSAL SUBMISSION CHECKLIST This checklist should be used by the Bidder to ensure the Bid Packet and all forms have been completed per the instructions prior to submission of Bid.

Cover Letter

Executive Summary

Identification of Proposer.

Qualifications and Experience.

Financial Information.

Exhibit A - Proposal Form.

Exhibit B – Acknowledgement of Terms and Conditions of Sample Agreement.

Exhibit C – Proposal Submission Checklist.

Exhibit D – Non Collusion Affidavit.

Exhibit E – Vendor Registration.

Exhibit F – Acknowledgement of Addenda (if any).

Exhibit G – Property Insurance Exhibit.

PLEASE ACKNOWLEDGE ABOVE INFORMATION/DOCUMENTS ARE INCLUDED IN OR WITH THE WRITTEN PROPOSAL. Signature: _______________________________________ Date: ____________________

25

Exhibit D – Non Collusion Affidavit

AFFIDAVIT STATE OF ______________________ ) ) ss. COUNTY OF ____________________ ) The undersigned individual, of lawful age, being duly sworn, upon his/her oath deposes and says:

That the undersigned individual has the lawful authority to execute the within and foregoing proposal for, and on behalf of the bidder; that the bidder has not directly or indirectly, entered into any agreement express or implied, with any bidder or bidders, having for its object the controlling of the price or amount of such bid or bids, the limiting of the bids or the bidders, the parceling or farming out to any bidder or bidders or other persons, of any part of the pricing agreement/contract or any part of the subject matter of the bid or bids, or of the profits thereof, and that bidder has not and will not divulge the sealed bid to any person whomsoever except those having a partnership or other financial interest with the bidder in the said bid or bids, until after the said sealed bid or bids are open. The undersigned individual further states that the bidder has not been a party to any collusion among bidders in restraint of freedom of competition, by any agreement to bid at a fixed price or to refrain from bidding, or with any City of Tulsa or TAIT official, City of Tulsa or TAIT employee or City of Tulsa or TAIT agent as to the quantity, quality, or price in the prospective pricing agreement/contract, or any other term of the said prospective pricing agreement/contract; or in any discussions between the bidders or City of Tulsa or TAIT official, City of Tulsa or TAIT employee or City of Tulsa or TAIT agent concerning the exchange of money or other thing of value for special consideration in the letting of a pricing agreement/contract. The bidder states that it has not paid, given or donated or agreed to pay, give or donate to any City of Tulsa or TAIT official, officer or employee of the City of Tulsa or TAIT, any money or other thing of value, either directly or indirectly, in the procuring of the award of pricing agreement/contract pursuant to this bid. The undersigned, and the undersigned’s acquaintances, friends, family, outside advisors, agents, or other

representatives have not contacted the Airport, the City of Tulsa, or any federal, state, or local elected or public officials or Airport staff to arrange meetings, visits, or presentations to influence the outcome of the selection process.

The undersigned individual states that the Bidder will be bound by its bid, the specification, the terms and conditions of the pricing agreement/contract, and the requirements for the proposers. _______________________________________ Affiant Printed Name: ________________________________ Company: ________________________________ Subscribed and sworn to before me this ____ day of _________________, 2021 ___________________________________ [NOTARY SEAL] Notary Public

26

Exhibit E – Vendor Registration

Tulsa Airports Improvement Trust Vendor Registration

FEDERAL TAXPAYER IDENTIFICATION NUMBER _______________________________________________ OR SOCIAL SECURITY NUMBER _______________________________________________

Print full company or individual Name: _____________________________________________________

Certification: Under Penalties of Perjury, I certify that:

(1) The TIN or SS number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me); and,

(2) I am not subject to backup withholding because (a) I am exempt from backupwithholding or (b) I have not been notified by the IRS that I am subject to backupwithholding as a result of failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding; and,

(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions: You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply

Sign here:_____________________________________________ Date:_______________________

Circle all that apply:

Sole Proprietor/Individual Owned Medical Provider New Vendor

Partnership Corporation One-Time Vendor

Limited Liability Company Non-Profit – (Per IRS 501C3 regs.) Address Change

Lawyer / Attorney Government Federal Tax ID Number Change

Payment Remittance Address:

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

Name as shown on your income tax return:

Business Name, if different from above:

Street or P.O. Box

City, State, Zip

Contact Person

Email Address

Telephone Number ___________________________________________

27

Exhibit F – Acknowledgement of Addenda Acknowledgement of Addenda I hereby acknowledge receipt of the following addenda or amendments, and understand that such addenda or amendments are incorporated into the Bid Packet and will become a part of any resulting Purchase Agreement. List Date and Title/Number of all addenda or amendments: (Write “None” if applicable).

Company: ______________________________________

Signature: ______________________________________

Title: ______________________________________

Date: ______________________________________

28

Exhibit G – Property Insurance

o

TYPEOF INSURANCE;

NAIVIED INSURED:

DECLARATION:

POLICY PERIOD:

REFERENCENUMBER:

COMPANIES:

TOTAL INSUREDVALUES:

ALLIANT INSURANCE SERVICES, INC.ALLIANT PROPERTY INSURANCE PROGRAM (APIP)

PROPERTY EVIDENCE ATTACHMENT

Insurance I I Reinsurance

Tulsa Airport Authority

21-Ports&Airports2

July 1,2020 toJuly 1,2021

APIP2020(Dec21)

See Attached List of Companies

$ 442,416,179 as ofjune 30, 2020

COVERAGES& LIMITS: $ 375,000,000 Per Occurrence: all Perils, Coverages (subject to policyexciusions) and all Named Insureds (as defined in the policy)combined, per Declaration, regardless of the number of NamedInsureds, coverages, extensions of coverage, or perils insured,subject to the following per occurrence and/or aggregate sub-limits as noted below.

c 10,000,000 Flood Limit - Per Occurrence and in the Annual Aggregate (forthose Named Insured(s) that purchase this optional dedicatedcoverage).

Not Covered Per Occurrence and in the Annual Aggregate for scheduledlocations in Flood Zones A & V (inclusive of all 100 yearexposures). This Sub-limit does not increase the specific floodlimit of liability for those Named Insured(s) that purchase thisoptional dedicated coverage.

NotApplicable

10,000,000

$ 100,000.000

Per Occurrence for losses to locations in Tier 1 and/or Tier 2Counties and resulting from a Named Windstorm.

Earthquake Shock - Per Occurrence and in the AnnualAggregate (for those Named Insured(s) that purchase thisoptional dedicated coverage).

Combined Business Interruption, Rental Income and TuitionIncome (and related fees). However, if specific values for suchcoverage have not been reported as part of the Named Insured'sschedule of values held on file with Alliant Insurance Services,Inc., this sub-limit amount is limited to $500,000 per NamedInsured subject to maximum of $2,500,000 Per Occurrence, PerDeclaration for Business Interruption, Rental Income and TuitionIncome combined. Coverage for power generating plants isexcluded, unless otherwise specified.

$ 50,000,000 Extra Expense.

2020-2021 Ailiant Property Insurance Program (APIP) Property Evsdence AttachmentTulsa Aiiport Aiithority

Page ) of7

^UIiant

COVERAGES&LIMITS:(continued)

25,000,000 Miscellaneous Unnamed Locations for existing Named Insured'sexcluding Earthquake coverage for Alaska and Californialocations. If Flood coverage is purchased for scheduledSocations, this extension will extend to include Flood coverage forany location not situated in Flood Zones A or V.

180 Days Extended Period of Indemnity

See Policy $25,000,000 Automatic Acquisition up to $100,000,000 or aProvisions Named Insured's Policy Limit of Liability if less than

$100,000,000 for 120 days excluding licensed vehicles forwhicha sub-limit of $10,000,000 applies per policy AutomaticAcquisition and Reporting Condition. Additionaliy, automaticcoverage is granted for up to 60 days, subject to a sub-limit of$2,500,000 for additJonal property and/or interests in Tier 1 WindCountJes, Parishes and Independent Cities for the states ofVirginia, North Carolina, South Carolina, Georgia, Alabama,Mississippi, Louisiana, Texas and/or situated anywhere withinthe states of Florida and Hawaii. The peril of EQ is excluded forthe states of Alaska and California. if Flood coverage ispurchased for all scheduled locations, this extension will extendto include Flood coverage for any location not situated in FloodZonesA orV,

1,000,000 Unscheduled Landscaping, tees, sand traps, greens, athleticfields and artificial turf and further subject to $25,000 / 25 gailonmaximum per item for existing Named Insureds excludingEarthquake coverage for Alaska and Califomia locations. IfFiood coverage is purchased for scheduled iocations, thisextension includes Flood coverage for any location not situatedin Flood ZonesA orV.

5,000,000 or 110% of the scheduled values, whichever is greater, forScheduled Landscaping, tees, sand traps, greens, athleticfieldsand artificial turf and further subject to $25,000 / 25 gallonmaximum per item.

50,000,000 Errors & Omissions - This extension does not increase any morespecific limit stated elsewhere in this policy or Declarations.

25,000,000 Course of Construction and Additions (including new) for projectswith completed values not exceeding the sub-limit shown.

2,500,000 Money & Securities for named perils only as referenced withinthe policy.

2,500,000 Unscheduled Fine Arts.

250,000 Accidental Contamination per occurrence and annual aggregateper Named Insured with $500,000 annual aggregate for allNamed Insureds per Declaration.

c2020-2021 AISiant Propei-ty Snsurance Program (APiP) Propefiy Evidence AftachmentTulsa A'apoii Authority

Page 2 of 7

^sAlliant g|p

COVERAGES & LIIVIITS:

(continued)750,000 Unscheduled infrastructure including but not limited to tunnels,

bridges, dams, catwalks (except those not for public use),roadways, highways, streets, sidewalks, culverts, channels,levees, dikes, berms, embankments, landfills (as more fullydefined in the policy), docks, piers, wharves, street lights, trafficsignals, meters, roadwayor highwayfencing (includingguardrails), and all similar property unless a specific value hasbeen declared. Unscheduled infrastructure coverage is excludedforthe peril of Earthquake and excluded for Federa! EmergencyManagement Agency (FEMA) and/or Office of EmergencyServices (OES) declared disasters, providing said declaration

provides funding for repairs.

(

$ 50,000,000 Increased Cost of Construction due to the enforcement ofbuilding codes/ ordinance or law (includes All Risk and Boiler &Machinery).

$ 25,000,000 Transit.

$ 2,500,000 UnscheduledAnimals; nottoexceed $50,000 perAnimal, perOccurrence.

$ 2,500,000 Unscheduled Watercraft up to 27 feet.

Included Per Occurrence for Off Premises Vehicle Physical Damage.

$ 25,000,000 Off Premises Services Interruption including Extra Expenseresulting from a covered peril at non-owned/operated locations.

$ 5,000,000 PerOccurrence Per Named Insured subjectto an AnnualAggregate of $10,000,000 for Earthquake Shock on LicensedVehicles, Unlicensed Vehicles, Contractor's Equipment and FineArts combined for all Named Insured(s) in this Declarationcombined that do not purchase optional dedicated EarthquakeShock coverage, and/or where specific values for such items arenot covered for optional dedicated Earthquake Shock coverageas part of the Named Insured's schedule of values held on filewith Alliant Insurance SeR/ices, Inc..

$ 5,000,000 Per Occurrence Per Named Insured subject to an AnnualAggregate of $10,000,000 for Flood on Licensed Vehicles,Unlicensed Vehicles, Contractor's Equipment and Fine Artscombined for all Named Insured(s) in this Declaration combinedthat do not purchase optional dedicated Flood coverage, and/orwhere specific values for such items are not covered for optionaldedicated Flood coverage as part ofthe Named Insured'sschedule of values held on file with Alliant Insurance Services,Inc.,

$ 3,000,000 Contingent Business Interruption, Contingent Extra Expense,Contingent Rental Values and ContingentTuitlon Incomeseparately.

L2020-2021 Aliiant Property tnsurance Program (APSP) Property Evidence AttachmentTuisa Aa'port Authohty

Page 3 o! 7

^AIIiant

VALUATION:

EXCLUSIONS

(Including but notlimited to):

$ 3,000,000 Tax Revenue Interruption - Per Policy Provisions. However, ifspecific values for such coverage have not been reported as partof the Named Insured's schedule of values heid on file withAlliant Insurance Services, Inc.. this sub-limit amount is (imited to$1,000,000 Per Occurrence - Per Policy Provisions.

$ 500,000 Jewelry, Furs, Precious Metals and Precious Stones Separately.

$ 1,000,000 Claims Preparation Expenses.

$ 50,000,000 Expediting Expenses.

$ 1,000,000 Personal Property Outside of the USA.

Not Covered Per Occurrence Per Declaration Upgrade to Green Coveragesubject to the lesser of, the cost of upgrade, an additional 25% ofthe applicable limit of liability shown in the schedule of values orthis sub limit.

Not Covered for Communicable Disease.

$ 100,000 Per Occurrence while in Storage and In Transit coverage subjectto $10,000 Deductible for Unmanned Aircraft as more fullydefined in the Policy. Not Covered while in Flight.

$ 100,000 PerOccurrencewitha $1,000,000 AnnualAggregateperDeclaration for Mold/Fungus Resultant Damage as more fullydefined in the policy.

• Repair or Replacement Cost• Actual Loss Sustained for Time Element Coverages• Contractor's EquipmentA/ehicles either Replacement Cost or Actual Cash

Value as declared by each insured. If not declared, valuation will default toActual Cash Value

• Seepage & Contamination - unfess otherwise provided by the Pollution LiabilityCoi/erage per the Summaiy attached. II, insured purchases such coverage.

• Cost of Clean-up for Pollution - unless otherwise provided by the PoliutionLiability Coverage per the Summary attached. If, insured purchases suchcoverage.

• Mold - as more fully described in the Master Policy Wording or othemiseprovided when Pollution Liability Coverage is purchased, and as delined in thecoverage Summary.

Deductibles: Iftwo or more deductible amounts provided in the DeclarationPage apply for a single occurrence the total to be deducted shall not exceedthe largest per occurrence deductible amount applicable. (The Deductibleamounts set forth below apply Per Occurrence unless indicated otherwise).

"ALL RISK"DEDUCTIBLE: 100,000 Per Occurrence, which will apply in the event a more specific

deductible is not applicable to a loss.

c2020-2021 Altiant Property Insarance Program (AP!P) Property Evsdence AttachmentTt//sa Airpor! Aufhohty

Page 4 of7

s^lliant

r DEDUCTIBLESFORSPECIFIC PERILSANDCOVERAGES:

$ 1,000

$ 500,000

(

Not Covered Per Occurrence for Flood Zones A & V (inclusive of all 100 yearexposures).

100,000 All Flood Zones Per Occurrence excluding Flood Zones A & V.

NotApplicable for losses to tocations in Tier 1 and/or 2 Counties and resultingfrom a Named Windstorm.

100,000 Earthquake Shock: If the stated deductible is a flat dollaramount, the deductible will apply on a Per Occurrence basis,unless otherwise stated. If the stated deductible is on apercentage basis, the deductible will apply Per Occurrence on aPer Unit basis, as defined in the policy form, subject to theminimum deductible per occurrence.

Per Occurrence for Spedally Trained Animals.

Unscheduled infrastructure including but not iimited to tunnels,bridges, dams, catwalks (except those not for pubiic use),roadways, highways, streets, sidewalks, culverts, channels,levees, dlkes, berms, embankments, landfills (as more fullydefined in the policy), docks, piers, wharves, street lights, trafficsignals, meters, roadwayor highwayfencing (includingguardrails), and all slmilar property uniess a specific value hasbeen declared. Unscheduled infrastructure coverage isexcluded for the peril of Earthquake and exduded for FederalEmergency Management Agency (FEMA) and/or Office ofEmergency Sen/ices (OES) declared disasters, providing saiddeclaration provides funding for repairs.

10,000 PerVehicle or Item for Licensed Vehicles, Unlicensed Vehiclesand Contractor's Equipment subjectto $100,000 Maximum PerOccurrence, Per Named Insured for the peril of Earthquake forNamed Insured(s) who do not purchase dedicated Earthquakelimits.

50,000 Per Occurrence Per Named tnsured forthis Declaration for FineArts for the peril of Earthquake for Named Insured(s) who do notpurchase dedicated Earthquake limits.

10.000 Per Vehicle or Item for Licensed Vehicles, Unlicensed Vehiclesand Contractor's Equipment subject to $100,000 Maximum PerOccurrence, Per Named Insured for the peril of Flood for NamedInsured(s) who do not purchase dedicated Flood limits.

50,000 Per Occurrence Per Named Insured for this Declaration for FineArts for the peril of Flood for Named Insured(s) who do notpurchase dedicated Flood limits.

Waiting Period for Service Interruption for All Perils andCoverages.

24 Hour

2.5% of Annual Tax Revenue Value per Location for Tax Interruption.

L.2020-2021 Alliant Property Insurance Program (APIP) Properiy Evidence AttachmentTu!sa AJiport Authority

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^AHiant

$ 100.000 except for owned shuttle busses, 25,000 Deductible, valued at:$762,805 schedule on file Per Occurrence for Off PremisesVehicle Physical Damage. If Off-Premises coverage isinctuded/purchased, the stated deductible will apply to vehicle

physical damage both on and off-premises on a Per Occurrencebasis, unless otherwise stated. If Off-Premises coverage is notincluded, On-Premises/ln-Yard coverage is subject to the AllRisk (Basic) deductible.

Replacement Cost Vehicle Valuation Basis

$ 100,000 Per Occurrence for Contractor's Equipment.

Replacement Cost Contactor's Equipment Valuation Basis

SPECIALTERMSANDCONDITIONS:

It is understood and agreed that not withstanding anything contained herein to the contrary the following shallapply to this Policy:

SPECIALTERMS1: NotApplicable

NotApplicable

NotApplicable

Special Terms Limit

Special Terms Deductible

The following stand-alone coverages are provided by the APIP program but are not covered in the Limit ofLiability or the Sub-Limits of Liability above or attached to the Master Policy Form Wording. Carriersproviding these coverages are included in the Schedute of Carriers.

$ 100,000,000 Per Named Insured Per Occurrence subject to 5200,000,000Annual Aggregate of Declarations 1-14, 18-30 and 32-35combined as respects Property Damage, Business Interruption,Rental Income and Extra Expense Combined forTerrorism

(Primary Layer).

$ 100,000 Per Occurrence Deductible for Primary Terrorism.

$ 600,000,000 Per Named Insured for Terrorism (Excess Layer) subject to;

$ 1,100,000,000 Per Occurrence, All Named Insureds combined in Declarations1-14, 18-21, 23-30and32-35forTerrori5m (Excess Layer)subject to;

$ 1,400,000,000 Annual Aggregate shared by all Named Insureds combined inDeclarations 1-14, 18-21, 23-30 and 32-35, as respects PropertyDamage, Business Interruption, Rental Income and ExtraExpense combined for Terrorism (Excess Layer).

$ 500,000 Per Occurrence Deductible for Excess Terrorism (Applies only ifthe PrimaryTerrorism Limit is exhausted).

^

2020-2021 Alliant Property Insurance Program (APSP) Properiy Evidence AUachmentTulsa Airport Authority

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^AIIiant

r Induded Information Security & Privacy Insurance with Electronic MediaLiabiiity Coverage. See attached Cyber Coverage Document forapplicable Limits, (Cyber Liability) If, insured purchases suchcoverage.

Not Couered Pollution Liability Insurance Coverage. See attached PollutionLiabllity Insurance Coverage Document for applicable limits anddeductibles. If, insured purchases such coverage.

TERIVIS & COND1TIONS: 25% Minimum Earned Premium and cancellations subjectto 10% penalty

Except Cyber Liability Premium is calculated on a pro-rata basis, unless there is aclaim in which case the premium is deemed fully earned. If, insured purchases suchcoverage.

NOTICEOFCANCELLATION:

BROKER:

90 days except 10 days for non-payment of premlum

ALLIANT INSURANCE SERVICES, INC.License No. 0558510

u

Kevin J. BiblerSeniorVice President

Heather DaleAccount Manager

Coverage outtined in this Evidence Attachment is subject to the terms and conditions setforth in the policy. Please refer to policy forspecific terms, conditions and exclusions.

NOTES:

Change in Total Insurable Values will result in adjustment in premium

Some coverage, sublimits, terms and conditions could change untif negotiations with theinsurance carriers have been finalized

2020-202'? Ailiant Property tnsurance Program (APIP) Property Evidence AttachmentTulsa Airpoft Authority

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^AHiant

ALLIANT INSURANCE SERVICES, INC.ALLIANT PROPERTY INSURANCE PROGRAM (APIP)

BOILER & MACHINERY EVIDENCE ATTACHMENT

r

NAMEDINSURED:

DECLARATION:

POLICY PERIOD:

REFERENCE NUMBER:

COMPANIES:

TOTAL INSURED VALUES:

COVERAGES & LIMITS:

Tulsa Airport Authority

21-Ports&Airports2

July 1,2020toJuly 1, 2021

APIP2020(Dec21)

See Attached List of Companies

$ 442,416,179 as ofjune 30, 2020

$ 100.000,000

NEWLYACQUIREDLOCATIONS:

Boiler Explosion and Machinery BreaKdown, (forthoseNamed Insureds that purchase this optional dedicatedcoverage) as respects Combined Property Damage andBusiness Interruption/Extra Expense (Induding BondRevenue Interest Payments where Values Reported andexcluding Business Interruption for power generatingfacilities uniess otherwise specified). Limit includes lossadjustment agreement and electronic computer orelectronic data processing equipment with the followingsub-limits:

Included Jurisdictional and Inspections.

10.000,000 Per Occurrence for Service/Utility/Off Premises PowerIntermption.

Included Per Occurrence for Consequential Damage/PerishableGoods/Spoilage.

10,000,000 Per Occurrence for Electronic Data Processing Media andData Restoration.

2,000,000 Per Occurrence, Per Named Insured and in the AnnualAggregate per Declaration for Earthquake ResultantDamage for Named Insureds who purchase DedicatedEarthquake Coverage.

10,000,000 Per Occurrence for Hazardous Substances / Pollutants /Decontamination.

Included Per Occurrence for Machine or Apparatus used forResearch, Diagnosis, Medication, Surgical, Therapeutic.Dental or Pathological Purposes.

25,000,000 Automatic Acquisition for Boiler & Machinery values atnewly acquired locations. Values greater than 25,000,000or Power Generating Facilities must be reported within 120days and must have prior underwritlng approval prior tobinding

L.2020-2021 Allianl Property Insurance Program fAPIP) B&M Evklence AllachmenlTulsa Airpoft Authority

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^AIIiant

p VALUATION:

EXCLUSIONS(Including but not limited to):

OBJECTS EXCLUDED:(Including but not limited to):

NOTICEOFCANCELLATION:

DEDUCTIBLES:

c

BROKER:

Repair or Replacement except Actual Loss sustained for all Time Elementcoverages

• Testing• Explosion, except for steam or centrifugal explosion• Explosion of gas or unconsumed fuel from fumace of the boiler

• Insulating or refractory material• Buried Vessels or Piping

90 days except 10 days for non-payment of premium

$ 10,000 Except as shown for Specific Objects or Perils.

Electronic Data Processing Media.

Consequential Damage.

$ 10,000

$ 10,000

$ 10,000 Objects over 200 hp, 1 ,000 KW/KVA/Amps or Boilers over 5,000square feet of heating surface.

$ 50,000 Objects over 350 hp. 2,500 KW/KVA/Amps or Boilers over10,000 square feet of heating surface.

$ 100,000 Objects over 500 hp, 5,000 KW/KVA/Amps orBoilersover25,000 square feet of heating surface.

$ 250,000 Objects over 750 hp, 10,000 KW/KVA/Amps or Boilers over75.000 square feet of heating surface.

$ 350,000 Objectsover25,000hp,25,000 KW/KVA/AmpsorBoilersover250,000 square feet of heating surface.

10 per foot / $2,500 Minimum Deep Water Wells.

24 hlours Business Interruption/Extra Expense Except as noted below.

30 Days Business Interruption - Revenue Bond.

24 HourWaiting Period Utility Interruption.

5 x 100% of Daily Value Business Interruption - All objects over 750 hp or10,000 KW/KVA/Amps or 10,000 squarefeet heating surface.

5 x 100% of Daily Value Business interruption - All Objects atWaste WaterTreatment Facilities and All Utifities.

ALLIANT INSURANCE SERVICES, INC.License No. 0558510

Kevin J. BiblerSeniorVice President

Heather DaleAccount Manager

c2020-202^ Alliant Propei-ty Insurance Piogiam (APIP) B&M EvJdence AttachmentTuisa Asrport Authonty

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^AHiant

Coverage outlined in this Evidence Attachment is subject to the terms and conditions set forth in thepolicy. Please refer to policy for specific terms, conditions and exclusions.

NOTES:

Change in Total Insurabfe Values will result in adjustment in premium

Some coverage, sublimits, terms and conditions could change until negotiations with the insurancecarriers have been finalized

L-2020-202) Allianl Property Insurance Pmgram (APIP) B&M Evidence AtlachinenlTulsa Airport Aufhority

Page 3of3

^AHiantr

ALLIANT INSURANCE SERVICES, INC.ALLIANT PROPERTY INSURANCE PROGRAM (APIP)

CYBER INSURANCE EVIDENCE ATTACHMENTCORE COVERAGE

TYPE OF COVERAGE: Information Security & Privacy Insurance with Electronic Media Liability Coverage

PROGRAM:

NAMEDINSURED:

(

DECLARATION:

POLICY PERIOD:

POLICYff:

TERRITORY:

RETROACTIVE DATE:

Alliant Property Insurance Program (APIP) inclusive ofPublic Entity Property Insurance Program (PEPIP), andHospital All Risk Property Program (HARPP)

Any member(s), entity(ies), agency(ies), organization(s), enterprise(s) and/orindividual(s), attaching to each Declaration insured under the ALLIANT PROPERTYINSURANCE PROGRAM (APIP), inclusive of PUBLIC ENTITY PROPERTYINSURANCE PROGRAM (PEPIP) and HOSPITALALL RISK PROPERTY PROGRAM

(HARPP) as their respective rights and interests may appear which now exist or whichhereafter may be created or acquired and which are owned, financially controlled oractively managed by the herein named interest, all Jointfy, severally or sn anycombination of their interests, for account of whom it may concem (all hereinafterreferred to as Member(s) / Entity(ies).

Various Dedarations as on file with insurer

July 1, 2020 toJuly 1,2021

PH2033938

WORLD-WIDE

APIP/PEPIPFor new members - theJu!y 1, 2019 For existingJuly 1, 2018 ForexlstlngJuly 1, 2017 ForexistingJuly 1, 2016 ForexistingJuly 1, 2015 ForexistingJuly 1, 2014 For existingJuly 1, 2013 ForexistlngJuly 1, 2012 ForexistingJuly 1, 2011 ForexistingJuly 1, 2010 Forexisting

retro active date wilt be the datemembers included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1members included on the July 1

of addition, 2019/20 policy, 2018/19policy, 2017/18 policy, 2016/17 policy, 2015/16 policy, 2014/15 policy, 2013/14 policy, 2012/13policy, 2011/12 policy,2010/11 policy

csuJuly 1, 2008 California State University and CSU Auxiliary Organizations

INSURER: Lloyd's of London - Beazley Syndicate:Syndicates 2623 -623 -100%

L.2020-2021 Ailiant Propeiiy Insufance Program (APIP) Cyber Liability Evidence AttachmentTalsa Aiipo^ Authonty

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^AIIiantCOVERAGES & Ai.

LIMITS:25,000,000 Annual Policy and Program Aggregate Limit of Liabllity

(subject to policy exclusions) for afl Insureds/Memberscombined (Aggregate for ail coverage's combined,including Claims Expenses), subject to the following limitsand sub-limits as noted.

Aii. $

BREACH RESPONSE

Breach ResponseCosts:

FIRST PARTY LOSS

2,000,000 Insured/Member Annual Aggregate Limit oi Liability(subject to policy exdusions) for each Insured/Member,within the Annual Policy and Program Aggregate Limit ofLiability (Aggregate for all coverages combined, includingClaim Expenses) subject to the following limits and sub-llmits as noted.

500,000 Aggregate Limit of Liabllity for each Insured/Member(Limit is increased to $1,000,000 tf Beazley NominatedServices Providers are used)

Business InterruptionLoss Resulting from

Security Breach:

Business InterruptionLoss Resulting from

System Failure:

Dependent BusinessLoss Resulting from

Security Breach:

Dependent BusinessLoss Resulting from

System Failure:

Cyber Extortion Loss:

2,000,000 Aggregate Limit of Liability for each Insured/Member

500,000 Aggregate Limit of Liability for each Insured/Member

750,000 Aggregate Limit of Liability for each Insured/Member

100,000 Aggregate Limitof Liability foreach Insured/Member

2,000,000 Aggregate Limit of Liability for each Insured/Member

Data Recovery Costs:

LIABILITY

2,000,000 Aggregate Limit of Liability for each Insured/Member

Data & NetworkLiability:

Regulatory Defense &Penalties:

PaymentCardLiabilities & Costs:

Media Liability:

2,000,000 Aggregate Limit of Liability for each Insured/Member foratl Damages and Claims Expenses

2,000,000 Aggregate Limit of Llability for each Insured/Member

2,000,000 Aggregate Limit of Liability for each Insured/Member

2,000,000 Aggregate Limit of Liability for each Insured/Member forall Damages and Claims Expenses L

2020-2021 Allianl Properly Insurance Program (APIP) Cyber Liab/lily Evidence AllachmenlTulsa Aitpoft Authon'ty

Page 2 ol B

reCRIME

Fraudulent Instruction:

Funds Transfer Fraud:

Telephone Fraud:

ssAHiant

75,000 Aggregate Limit of Liability for each Insured/Member

75,000 Aggregate Limit of Liability for each Insured/Member

75,000 Aggregate Limit of Liability for each Insured/Member

CRIMINAL REWARD

Criminal Reward: 25.000 Aggregate Limit of Liability for each Insured/Member

COl/£f?/lG£ENDORSEMENT(S)

Reputation Loss:

Claims PreparationCosts for Reputation

Loss Claims Only:

Computer HardwareReplacement Costs:

Invoice Manipulation:

Cryptojacking:

50,000 Aggregate Limit of Liability for each Insured/Member

50,000 Aggregate Limit of Liability for each Insured/Member

75,000 Aggregate Limit of Liability for each Insured/Member

100,000 Aggregate Limit of Liability for each Insured/Member

25,000 Aggregate Limit of Liability for each Insured/Member

RETENTION: 25,000 CSU Auxiliary Organizations only50,000 Per Claim or Incident for each Insured/Member with TIV up

to $500.000,000 at the time of policy inception8 Hour waiting period for Dependent/Business Interruption

Loss100,000 Per Claim or Incident for each Insured/Member with TIV

greater than $500,000,000 at the time of policy inception8 Hour waiting period for Dependent/Business Interruption

Loss

'Each Insured/Member with TIVs below $262,500,000 will have the option to buy-down the retention from $50,000 to $5,000 with an additional premium of $2,500

per Insured/Member. JPAs/Pools and members witll larger TIVs may reqaest a

quote for a retention buy down option, quotes wiil be provided on a case by casebasis.

2020-2021 Allianl Property Insuiance Program (APIPj Cyber Liability Evidence AttachmenlTuisa AJrpot't Aufhority

Page 3of 8

^AUiantNOTICES: Policy coverage of this policy provides coverage on a claims made and

reported basis; except as otherwise provided, coverage under notedcoverage schedule applies only to claims first made against theInsured/Member and reported to underwriters during the policy period.Claims expenses shall reduce the applicable limit of liabillty and are subject to theapplicable retention.

This is a shared limit policy among the Named Insureds. The perInsured/Member poticy limits are on a per claim or incident for eachInsured/Member basis, sub-Iimits listed are aggregated per Insured/Memberand are within the total Insured/Member aggregate limit. In the event of aclaim/lncident with multiple Insureds/Members exhausting the programaggregate llmit provided by the Insurer to Insureds/Members, payment to allInsureds/Members for the claim/incident will be determined by theInsurer. Where coverages are aggregated, sub-limit and limits apply to allInsureds/Members for the entire Policy Period unless specifically statedotherwise. The policy aggregate limit is not a per Insured/IVIember maximumlimit.

EXTENDEDREPORTING PERIOD: ForNamed Insured - To be determined atthetime ofelection (additional premium.

will apply)

SPECIFIC COVERAGE A.PROVISIONS:

Breach Response indemnifies the Insured/Member for Breach Response Costsincurred by the Insured/Member because of an actual or reasonably suspectedData Breach or Security Breach that the Insured first discovers during the PolicyPeriod.

B. First Party Loss

Business interruption Loss indemnifies the Insured/Member for a BusinessInterruption Loss sustained as a result of a Security Breach or System Failure thatthe Insured first discovers during the Policy Period.

Dependent Business Interruption Loss indemnifies the Insured/Member for aDependent Business Interruption Loss sustained as a result of a Security Breachor a System Failure that the Insured first discover during the Policy Period.

Cyber Extortion Loss indemnifies the Insured/Member for a Cyber Extortion Lossincurred as a result of an Extortion Threat first made against the Insured/Memberduring the Policy Period.

Data Recovery Costs indemnifies the Insured/IVIember for Data Recovery Costsincurred as a direct result of a Security Breach or System Failure that the tnsuredfirst discovers during the Poiicy Period.

L2020-2021 Allianl Pmperty Insurance Program (APIP) Cyber Liability Evidence AttachmentTu/sa Airport Authority

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n

(

^AIIiant

LiabilityDala S Network Liability pays Damages and Claims Expenses, which the Insuredis legally obligated to pay because of any Claim first made against any Insuredduring the Policy Period for a Data Breach, a Security Breach, the Insured's failureto disclose a Data Breach or Security Breach, or failure of the Insured to complywith the part of a Privacy Policy that specifically is related to disclosure, access or

procedures related to Personally Identifiabie Information.

Regulatory Defense & Penalties pays Penalties and Claims Expenses, which theInsured is legally obligated to pay because of a Regulatory Proceeding first madeagainst any Insured during the Policy Period for a Data Breach or a SecurityBreach.

Payment Card Liabilities & Costs indemnifies the Insured/Member for PCI Fines,Expenses and Costs which it is legally obligated to pay because of a Claim firstmade against any Insured during the Policy Period.

Media Liabilily pays Damages and Claims Expenses, which the Insured is legallyobligated to pay because of any Claim first made against any Insured during thePolicy Period for electronic Media Liability.

eCrime indemnifies the Insured/Member for any direct financial loss sustainedresulting from:

• Fraudutent Instruction• Funds Transfer Fraud• Tetephone Fraud

That the Insured first discovers during the Policy Period.

Criminal Reward indemnifies the Insured/Member for Criminal Reward Funds.

CoverageEndorsement(s)

Reputational Loss indemnifies the Insured Organization for Reputation Loss thatthe Insured Organization sustains solely as a resuit of an Adverse Media Eventthat occurs during the Policy Period, concerning: a Data Breach, Security Breach,or Extortion Threat that the Insured first discovers during the Policy Period

Computer Hardware Replacement Costs is part of the Extra Expense coverage,which inciudes reasonable and necessary expenses incurred by the InsuredOrganization to replace computers or any associated devices or equipmentoperated by, and either owned by or leased to, the Insured Organization that areunable to function as intended due to corruption or destruction of software orfirmware directly resulting from a Security Breach.

Invoice Manipulation indemnifies the Insured Organization for Direct Net Lossresulting directly from the Insured Organization's inability to collect Payment forany goods, products or services after such goods, products or services have beentransferred to a third party, as a result of Invoice Manipulation that the Insured firstdiscovers during the Policy Period. Invoice Manipufation means the reiease ordistribution of any fraudulent invoice or fraudulent payment instruction to a third

party as a direct result of a Security Breach or a Data Breach.

LCryptojacking indemnifies the Insured Organization for any direct finandal losssustained resulting from Cryptojacking that the Insured first discovers during thePolicy Period. Cryptojacking means the Unauthorized Access or Use of Computer

2020-2027 AiiJant Property Snsurance Program (APIP) Cyber Liability Evidence AiSachmentTulsa Aifpoi'S Authonty

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^MIiantSystems to mine for Digital Currency that directly results in additional costs incurredby the Insured Organization for electricity, natural gas, oil, or Jnternet.

EXCLUSIONS:

(Including but notlimited to)

Coverage does not apply to any claim or loss from:• Bodily Injury or Property Damage• Trade Practices and Antitrust• Gathering or Distribution of Information• Prior Known Acts & Prior Noticed Claims• Racketeering, Benefit Plans, Employment Liability & Discriminatlon• Saie or Ownership of Securities & Violation of Securities Laws• Criminal, Intentional of Fraudulent Acts• Patent, Software Copyright, Misappropriation of Information• Governmental Actions• Other Insureds & Related Enterprises• Trading Losses, Loss of Money & Discounts• Media-Related Exposures - Contractual liability or obligation• Nuclear Incident• Radioactive Contamination• First Party Loss - with respects: 1. seizure, nationalization, confiscation, or

destruction of property or data by order of any govemmental or publicauthority; 2, costs or expenses incurred by the Insured to identify or remediatesoftware program errors or vulnerabilities or update, replace, restore,assemble, reproduce, recollect or enhance data or Computer Systems to alevel beyond that which existed prior to a Security Breach, System Failure,Dependent Security Breach, Dependent System Failure or Extortion Threat;3. failure or malfunction of satellites or of power, utility, mechanical ortelecommunications (induding internet) infrastmcture or sen/ices that are notunder the Insured Organization's direct operational control; or 4. fire, flood,earthquake, volcanic eruption, explosion, lightnlng, wind, hail, tidal wave,landslide, act of God or other physical event.

L.2020-2021 Aliiant Pmperty !nsuiance Program (APIP) Cyber Liability Evidence AtfachmentTulsa Airport Authohty

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n^MIiant

NOTICE OF CLAIIVI: IMMEDIATE NOTICE must be made to Beazley NY of all potential claims andcircumstances (assistance, and cooperation clause applies)Claim notification under this policy is to:

Beazley GroupAttn: TMB Claims Group1270 Avenue of the AmericasNewYork, NY 10020tmbdaims(a)beazlev.com

NOTICE OFCANCELLATION:

CYBER COST:

OTHERSERVICES

BROKER:

c.

10 days for non-payment of premium

Cost is included in Total Property PremiumPremium is pro-rata as of July 1, 2020

Unlimited Access to Beazley Breach Solutions website

ALLIANT INSURANCE SERVICES, INC.

License No. OC36861

NOTES:

• Coverage outlined m this Evidence Attachment is subject to the terms and conditions set forth in the policy.

• Please refer to Policy for specific terms, conditions and exclusions.

• Change in Total Insurable Values will result in adjustment in premium.

L.2020-202-r A!lsant Property hisurance Program (APSP) Cyber Uability Evidence Attachment7'u/sa Airport Authorify

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^AHiant

SUIVIMARY OF CYBER INSURANCE CHANGES

THE FOLLOWING ITEMS ARE BOUND CHANGES FOR THE 2020-2021 POLICY PERIOD

L.2020-2021 Allianl Property Insurance Pmgiam (APIP) CyberLiabilily Evidence AtlachmenlTu/sa Airport Authonty

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Coverage 2019-2020 2020-2021 BoundChanges

Claims Preparation Costs forReputation Loss Claims Only

N/A $50,000

Cryptojacking N/A $25,000

Reinstatement Option125% ofTotal Annual Program

PremiumNot offered

Reputation LossConsequential reputational losscoverage for Data Breach and

Security Breach

Expanded to include additionalperils, replaced consequential

reputational loss coverage