SAMPLE CONTRACT – EXHIBIT “A”

MANAGEMENT AND OPERATION AGREEMENT (Indianapolis Maintenance Center)

THIS MANAGEMENT AND OPERATION AGREEMENT ("Agreement'') is hereby made

and entered into as of the _____ day of _____________, 2014 (the "Effective Date"), by and between Indianapolis Airport Authority (the “Authority”), an Indiana municipal corporation, and ________________________ (the "Company"), a ___________ corporation. Authority and Company are sometimes hereinafter referred to individually as a "Party", or collectively as the "Parties".

RECITALS:

WHEREAS, Authority issued a Request for Proposals ("RFP") on ___________,2013, for the performance of certain Services in connection with certain Facilities owned by Authority at the Indianapolis International Airport (the “Airport”), including, but not limited to, the “Indianapolis Maintenance Center”(the "IMC”);

WHEREAS, Company, in response to the RFP, submitted a Proposal describing its experience and interest in being selected to perform such Services;

WHEREAS, Authority has selected Company, pursuant to the RFP and Company's Proposal, to manage, operate and maintain the IMC in accordance with the terms and conditions of this Agreement and in reliance upon Company's representations in its Proposal as to its skill, expertise, and past successful experience in facility maintenance;

WHEREAS, Authority expects and desires that the relationship between the Parties will be a cooperative one, devoted to achieving the Authority’s goals while also providing safe, economical and efficient Services, meeting the needs of current and future customers of the IMC, maintaining the long-term integrity of the IMC, assuring safe, healthful, environmentally-sound, high-quality energy and service while utilizing Prudent Business Practices; and

WHEREAS, Authority desires to engage Company for the management and operation of the IMC and Company hereby desires to accept such engagement, for the compensation and upon all of the other terms and conditions as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

SECTION 1: DEFINITIONS AND OBJECTIVES

1.01. Recitals. All of the foregoing Recitals are hereby incorporated into and made a part of this Agreement.

1.02. Definitions. The capitalized terms in this Agreement shall have the meanings ascribed

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to them in Schedule 1.01 attached hereto and made a part hereof.

1.03. Objectives. From and after the Commencement Date, Company shall implement a management, energy, and operating program for the IMC Facilities in order to maintain and increase the quality and efficiency of the Authority's asset with emphasis on cost savings and operating & capital budget adherence through the provision of management services, and the performance of operation, repair, replacement, routine and periodic and scheduled maintenance activities with respect to the IMC Facilities. The foregoing is intended to be a general statement of the Parties' mutual intentions and objectives in entering into this Agreement.

SECTION 2: FACILITIES AND SERVICES

2.01. Description of Facilities. The term “Facilities” means the IMC, more particularly shown on the drawing attached hereto as “Attachment A” and made a part hereof. As described elsewhere in this Agreement, Company shall be responsible for the management, operation and maintenance of the IMC at all times during the term of this Agreement, including, but not limited to, all “Utility Systems”, Facility and equipment, including but not limited to, infrastructure, HVAC, plumbing, electric, pavements, roofs, systems, docking structures and any other facets of the IMC Facility.

2.02. Transition Planning. Within ninety (90) days after the Effective Date, Company shall

prepare a “Transition Plan” for the management, operation and maintenance of the IMC which shall provide a detailed description of the transition of the Services from the current operator, CH2M Hill Engineers, Inc., to the Company; it being the objective that the transition be orderly, efficient and effective.

2.03. Scope of Services. From and after the Commencement Date and throughout the term of this Agreement, Company shall:

(A) Provide uninterrupted, safe, timely, professional, and reliable management and operation of the IMC, in a prudent, cost-effective and business-like manner and in accordance with the terms and conditions of this Agreement;

(B) Manage, operate and maintain the systems and facilities that comprise the IMC, in accordance with and subject to this Agreement and all Applicable Laws; and

(C) Provide the Services designated in Schedule 2.01 for the Utility System, Facility and equipment and perform the activities designated in this Section 2 as responsibilities of Company.

2.04. Access to Facilities; Compliance.

(A) Authority shall provide Company (including its contractors and subcontractors,

if any) with reasonable access to Authority's personnel, processes and Facilities during operating hours (or such other hours as may be reasonably requested by Company), for the purpose of enabling Company (including its contractors and subcontractors, if any) to perform Company's obligations under this Agreement. Designated employees of Company shall have access to the IMC at all times.

Notwithstanding the foregoing, Authority retains the right to exclude from its property

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(including the Facilities), or to require Company to so exclude, any Person whom the Authority has good cause to believe will pose a risk to safety or security, and Authority will, in the event of any such exclusion by it, immediately notify Company’s on-site manager of such exclusion.

(B) Company shall, at all times, cause Persons entering a Facility on its behalf to comply with all security, safety, and other rules of the IMC Facility as set forth in the HSE Manual (or Operations Manual), as more specifically provided for in Schedule 2.01(M). Until the HSE Manual (or Operations Manual) is agreed upon by the Parties, Company shall cause such Persons entering a Facility on its behalf to comply with all security, safety, and other rules as generally applicable to Authority's outside contractors; except, however, that the insurance, risk of loss, disclaimer, waiver, environmental, and indemnification provisions of this Agreement shall be applicable in lieu of any insurance, risk of loss, disclaimer, waiver, environmental, or indemnity/contribution provisions that are a part of such Authority Security and Safety Rules; and, further provided, that if any provisions of this Agreement are inconsistent with such Authority Security and Safety Rules, then the provisions of this Agreement, as applicable, shall control over such Authority Security and Safety Rules. 2.05. Supplier Diversity Initiatives. Company shall meet with Authority within six (6)

months after the Commencement Date in order to review supplier diversity efforts. If Authority reasonably determines that Company's supplier diversity efforts are substantially deficient (in terms of quantity of vendors or intensity of the goods or services offered) in comparison to Authority's requirements, then Company agrees to use good faith efforts to engage diverse vendors in Company's contracting and subcontracting practices relating to Services under this Agreement that are consistent with the supplier diversity initiatives currently being implemented by Authority in a manner that will assist Authority in achieving the objectives stated in its existing supplier diversity initiatives.

In addition, as outlined in Company’s response to the Authority’s RFP, Company intends to

implement a diversity plan whereby a minimum goal of ___% of the combined budget for maintenance, administration, and supply costs will be with diverse vendors registered with the State of Indiana, City of Indianapolis and, if applicable, the Indiana Minority Supplier Development Council.

Furthermore, Company will develop a tracking mechanism to report the monthly spend and

efforts to the Authority associated with certified diverse businesses.

2.06. Permits and Reports. Company shall obtain, maintain and meet all applicable federal, state and local certifications, licenses, permits and regulatory requirements (including any subsequent modifications thereof).

Company shall provide reasonable assistance to Authority in responding to requests for

information, to the extent that such requests substantially relate to the IMC and/or Company's operations thereof, from external auditors, Authority's internal auditors, and others, including, but not limited to: (1) state and federal grant audits and information requests; (2) state and local government audits; (3) independent audits by CPA firms; (4) permit compliance reports; (5) information requests from users or groups of users of the IMC; (6) information required to prepare Authority’s annual financial audit and management representation letter; and (7) any Indiana Access to Public Records Act (Ind. Code § 5-14-3) requests for information.

Company will also be responsible for timely developing and submitting any and all permit

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compliance reports and related documentation required by permitting agencies. In conducting this work, Company may require support from Authority in interpreting, explaining or conducting research or investigations related to the results of sampling/monitoring programs.

Company agrees to make reasonable efforts to maintain professional, responsible, and

responsive working relationships with the staff of Authority, local, state and federal regulatory authorities, suppliers of materials, utilities and services, the media, and the public. Company agrees to keep Authority informed at all times of the status of any and all inquiries, requests or complaints it receives.

2.07. Grants and Credits. The Parties agree that ownership of any and all legal and economic interests in, or derived from, any and all grant and/or credit funding that are generated from or associated with the Facilities that are subject to this Agreement and that result from the provision of the Services, shall be, become, and remain the Authority’s property.

2.08. Health and Safety Responsibilities. Company shall be responsible for efforts to protect the health and safety of all individuals performing the Services in those areas of the Facilities under the control of Company, and Company shall comply with this Agreement, the HSE Manual, and all Applicable Laws. Notwithstanding the foregoing, Company may delegate to its contractors or subcontractors, if any, the obligation to protect its contractors' or subcontractors' employees in those areas of the Facilities over which its contractors or subcontractors have control; provided, however, that any such delegation shall not relieve Company of any of its obligations to Authority under this Agreement. Company agrees to provide Authority with timely notice, in accordance with the notification procedures in the HSE Manual, of any formal or informal communication(s) with any Governmental Authority regarding health or safety matters in relation to the Services.

2.09. Information Technology. The Parties agree to establish and maintain, throughout the term of this Agreement, where applicable, a communication link between the Parties as appropriate for the sharing of data associated with the performance, measurement, and reporting relative to Services or the provision thereof.

(A) In those instances where Company desires to interface, monitor and/or control Authority computer systems, prior approval and coordination with Authority is required. All personal computers used by Company (including its contractors or subcontractors, if any) at the Facilities, if connected to Authority computer systems, shall be supplied by Authority and will include standard Authority image software. Company agrees to use Authority's computerized maintenance programs, as designated by Authority.

(B) The Parties agree that all data extracted from Authority's computer systems, including, but not limited to, data historians, programmable logic controllers, and distributed control systems, shall remain Authority’s property, regardless of where and/or how such data is stored or used.

(C) Whenever commercially reasonable, the Parties agree that the computer technologies and platforms used in connection with the Services and this Agreement will be in accordance with Authority's computer technology architecture standards. Company agrees to consult with, and receive approval from, Authority before installing or using new or different technologies or platforms at or for the IMC.

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2.10. Compliance with Applicable Laws. Company agrees that all Services (including, but

not limited to, any capital or operating projects for the IMC operation shall be performed in compliance with all Applicable Laws (including applicable building, mechanical, and electrical codes; Environmental Laws; GMP; and GLP) in effect at the time of the performance of the applicable Services.

2.11. Capital Budgets. No later than April 1st of each year, the Parties shall agree on an estimated budget for Capital Projects for the following five (5) calendar years (the "Capital Budget") that will include a prioritization of the Capital Projects included in the Capital Budget. The Parties agree that the amounts set forth in the Capital Budget will serve as a general planning target for Capital Project expenditures for the Facilities during the applicable period, and that final approvals for Capital Projects will be given by Authority based upon the project prioritizations as capital funds become available. In addition, the Parties shall develop a twelve (12) year capital requirement plan for the replacement of equipment and other assets at the IMC.

2.12. Inventory and Audits. Company shall work with Authority in performing inventories and audits prior to, during, and at the termination of this Agreement, in order to address all aspects of the physical inventory of equipment, parts and supplies, and standing purchase contracts or agreements that will be continued by Company, and as necessary or appropriate to implement the terms of this Agreement concerning such matters.

2.13. Financial Statements. Company will provide quarterly unaudited financial statements of Company's management, operations and maintenance under this Agreement to the Authority no later than forty-five (45) days after the end of each Quarter; and Company shall provide annual unaudited financial statements of Company's management, operations and maintenance under this Agreement to the Authority no later than ninety (90) days after the end of each calendar year with respect to Company; and Company shall allow Authority to review and analyze any and all of the Services, including, but not limited to, the management, operations and maintenance, at any time.

2.14. Access to IMC. Company agrees to provide Authority with unlimited access to the IMC during working hours (including such other hours as reasonably requested by Authority); and Company shall provide all necessary safety equipment and safe access for those areas to be inspected, toured or evaluated.

2.15. Reports. Company shall provide, within three (3) business days after commencement

of each month, the following written reports to Authority for the immediately preceding month: (i) Diversity Spend Report; and (ii) Budget to Actual spend performance. Company shall also provide a written report to Authority, from time to time (including upon Authority’s request); with respect to any future or planned projects including any energy savings projects.

SECTION 3: PERSONNEL; EQUIPMENT AND INVENTORY

3.01. Key Personnel. Authority has selected Company to perform the Services contemplated under this Agreement based, in part, on the substantial experience and expertise of Company's key personnel in facility management and operations. As of the Effective Date, a list of Company’s key personnel is attached hereto as Schedule 3.01 (the "Key Personnel"). Company agrees that Key Personnel will not be removed from the contract work or replaced, except as provided in this Section

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3.01. If one or more Key Personnel, for whatever reason, becomes, or is expected to become, unavailable for work under this Agreement, for a period exceeding 30 work days, or is expected to devote substantially less effort to the work going forward, Company shall immediately notify Authority in writing and shall, subject to the concurrence of Authority, promptly replace such individual with personnel of at least substantially equal ability and qualifications.

3.02. Training and Responsibilities. Company agrees to ensure that all personnel education and training relative to the management, operation, maintenance and repair of the IMC is continually updated on a scheduled basis, and that such personnel shall be recertified or relicensed, as applicable, as required or recommended pursuant to Applicable Laws. It is the Company’s sole responsibility to ensure that all of the personnel performing the Services contemplated under this Agreement are fully and properly trained in connection therewith and knowledgeable of his/her duties and responsibilities. Company ensures that the IMC will be in operation and properly staffed.

3.03. Drug and Alcohol Abuse. Company agrees to implement and maintain an appropriate

drug and alcohol abuse testing policy throughout the term of this Agreement, as required or permitted by Applicable Laws. Reports of drug and/or alcohol testing programs (showing non-confidential information) shall be kept on file and made available to Authority, upon request. 3.04. New Employees. Prior to hiring a new employee to work at the Facilities, Company, at its sole cost and expense, shall conduct an appropriate background check thereof, including, but not limited to, a criminal record check, subject to Applicable Laws. Any expenses related to hiring of new employees are not reimbursable under this Agreement. In addition, with respect to those individuals who are currently working at the Facilities prior to the Commencement Date, Company shall provide an employment interview to all such individuals desiring same, in which Company may elect to offer them the opportunity to transition over to employment with Company at the Facilities.

3.05. Equipment and Inventory.

(A) From and after the Commencement Date and throughout the term of this Agreement, Company shall manage, operate, maintain and repair the Utility System, Facility and it’s Equipment in accordance with the terms of Schedule 2.01 attached hereto and made a part hereof. The Equipment List is hereby attached as Attachment “B” to this Agreement.

(B) Notwithstanding anything in this Agreement to the contrary, the Parties shall, within sixty (60) days after the Commencement Date, mutually conduct a physical inventory and current listing of all Equipment and Inventory (accessible to the Company) of the IMC. Such final inventory and updated listing shall include: (1) the number, or, as applicable, units of all such Equipment and Inventory; and (2) detailed description of such items, including their physical condition, the identification number, if any, and the manufacturer's name. Such inventory and updated listing shall be signed by the Parties and attached as an updated exhibit to this Agreement. Company agrees that it will not use the Equipment or the Inventory other than for the IMC. Equipment replaced by Company or no longer used or useful under this Agreement shall be returned to, or made available for disposition by, Authority, and proceeds from said disposition shall inure to Authority’s exclusive benefit.

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SECTION 4: PAYMENTS, FEES, EXPENSES, BUDGETING PROCEDURES

4.01. General. Authority shall pay Company, for its entire compensation for performance of the Services, the amounts calculated pursuant to the terms of this Section 4.

4.02. Books and Records; Audit. At all times during this Agreement and for a period of ten

(10) years after any termination or expiration hereof, Company shall maintain accurate and complete books, records, documents, papers, invoices, financial information and other evidence, and accounting procedures and practices, sufficient to reflect properly all of the costs and expenses, of whatever nature, claimed to have been incurred, and anticipated to be incurred, in the performance of this Agreement (the “Records”); and said Records shall be subject to review and audit by Authority and its designated representative(s) at all times during the term of this Agreement. Specifically, Authority shall have the right to review, audit, obtain and copy any and all such Records, and Company agrees to provide Authority with any relevant information requested and also permit Authority to have access to Company’s premises, upon reasonable notice, during normal business hours, to interview employees and inspect and copy any Records.

4.03. Reimbursable Expenses. Each week throughout the term of this Agreement, Company shall

submit an invoice to Authority showing the Reimbursable Expenses (at Company’s direct cost, net of any allowances or discounts) incurred by Company in performing the Services during the prior week, as consistent with Schedule 4.01. Company shall separately identify, on each invoice, Reimbursable Expenses incurred in relation to Capital Projects from those relating to other Services. Any item of cost or expense that is not designated as reimbursable on Schedule 4.01 shall be deemed compensated to Company pursuant to the other provisions of this Section 4, and shall not be invoiced by Company to Authority as a reimbursable expense.

4.04 Personnel Expenses. Prior to the beginning of each month throughout the term of this

Agreement, Company shall submit an invoice to Authority showing a pre-negotiated cost for ____ (_) full-time employee salaries and benefits as identified in Schedule 4.02 that may likely be incurred by Company in the following month.

4.05 Insurance Expenses. On a semi-annual basis throughout the term of this Agreement,

Company shall submit an invoice to Authority showing the actual cost for commercial liability insurance for the facility as identified in Schedule 4.02 that will be incurred by Company in the following six (6) month period. Insurance expenses will be reimbursed prior to each six (6) month period.

4.06 Management Fee. At the beginning of each month throughout the first year of this

Agreement, Company shall submit an invoice to Authority for a monthly management fee of _____________________ ($_____________).

4.07. Incentive Fee. Company shall have the opportunity to earn an “Incentive Fee”, which shall be

calculated in accordance with the outline provided in Schedule 4.04. Base-year (________________) operating expense will be negotiated between Company and Authority during the transitional period prior to the Commencement Date. The overall goal of providing an incentive is to maintain and operate the IMC in as cost efficient manner as possible while not sacrificing safety, security or facility integrity.

4.08. Budgeting Procedures. Company shall submit an annual Operating Budget to Authority that utilizes Authority’s budget forms and processes, which shall include line-items for approval by Authority on or before June 1st of each Contract Year. Authority shall review and approve the Operating Budget on or before August 1st of the current Contract Year. For each six (6) month period of the Contract Year, Company shall

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submit an updated comparison of budget versus actual. This process will continue for the entire term of this Agreement. In addition, Company shall provide budget reforecasting and explanations of monthly budget variances to Authority.

4.09. Third Parties. With Authority’s prior written approval, Company may engage third parties to perform services under this Agreement (including affiliates and related parties); and the expenditures under these contracts with third parties shall be billed and paid for by Authority at the actual cost of said third parties, unless otherwise specifically agreed upon by the Parties.

4.10. Unbudgeted or Emergency Operating or Capital Expense Recovery. In the case of unbudgeted or emergency capital or operating expenses, Company shall promptly submit, in writing, a detailed estimate of the costs for each occurrence. Authority may provide verbal approval, and if approval is given, Authority agrees to provide a written authorization for each occurrence. If said occurrence creates a situation involving safety, reliability and/or environmental liability issues, then Company shall take appropriate action(s) to correct the problem immediately, and Company will notify Authority as soon as practicable thereafter. Such occurrence will be followed-up by written submission from Company and corresponding written approval from Authority.

4.11. Payment Procedure. Payments to be made under this Agreement shall be made by check or credit card. Payments terms are net thirty (30), unless credit card payment is accepted in which event, payment terms are net 10. Company shall invoice Authority for allowable Reimbursable Expenses, Personnel Expenses, Insurance Expenses, and Management Fees pursuant to this Section 4. Each Company invoice shall be in such format and include such supporting documentation as reasonably designated from time to time by Authority. Authority shall pay each Company invoice for Reimbursable Expenses in arrears. If Authority has any questions concerning an invoiced item, payment of that item shall be due only after resolution of such questions. 4.12. Taxes. Authority is exempt from state, federal and local taxes. Accordingly, Authority will not be responsible for any taxes levied on Company or the Facilities as a result of this Agreement.

SECTION 5: INDEMNIFICATION

5.01. Indemnification.

(A) Except as expressly provided in Sections 5.01(B) or (C), Company hereby agrees to indemnify, defend and hold harmless each Authority Party from and against any and all claims, actions, damages, liabilities, obligations, losses, fines, penalties, costs and expenses (including reasonable attorney's fees), of every kind and nature whatsoever (including personal injury, bodily injury, death and property damage, but not limited to, actual or alleged violation of any law, ordinance, regulation, order, other judicial or administrative decree or any common law duty) (each, a "Liability", and collectively, the "Liabilities"), arising out of or in connection with Company's negligent duties, obligations or performances under this Agreement, that actually or allegedly is caused by, or results from, in whole or in part, any negligent act or omission of a Company Party or anyone for whose acts any of them may be liable.

In addition, Company agrees to indemnify, defend and hold harmless each Authority Party, for any liability incurred by Authority in connection with interruptions in the Services provided to those

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tenants of the IMC and caused by the negligence or willful misconduct of Company (or any Company Party) as manager and operator of the CEP and the Connectors.

Company agrees to use its best efforts to incorporate the indemnification obligations in this

Section 5 into all of its subcontracts entered into with suppliers of materials or services, and all labor organizations which furnish skilled or unskilled labor, or who may perform any such labor or services in connection with a contract entered into under this Agreement.

The indemnification obligations under this Section 5.01(A) shall not be limited, in any way, by any limitation on the amount or type of damages, compensation or benefits payable by or for the Company Party or any subcontractor under worker's compensation acts, disability benefit acts, or other employee benefit acts. Authority agrees to promptly notify Company of all notices of claims and tender the defense of claims. The Parties agree to exercise all reasonable efforts to cooperate with one another to the extent their respective interests may appear.

Company's indemnity obligation includes indemnification for all reasonable expenses, court costs and attorney’s fees, including those incident to appeals incurred by or imposed upon Authority Parties in connection with enforcement or defense of Authority Parties' right to indemnity herein above provided. In addition, Company agrees that Authority Parties may employ any attorney (or attorneys) of their choice and/or may use its in-house counsel in any matter or to enforce and/or defend Authority Parties' right to the indemnity herein above provided. However, if Authority Parties engage their own legal counsel, and Company has engaged or offered to engage legal counsel to defend Authority Parties in the matter, then Authority Parties shall bear their own costs and expenses of their legal counsel, unless Company's and Authority Parties' positions in the matter are in conflict, in which case all reasonable costs and expenses of Authority Parties' legal counsel shall be borne by Company.

(B) Company need not indemnify or defend Authority Parties for Liability arising from any underground contamination of Authority property, including environmental remediation or clean-up, except to the extent that such contamination was caused by Company or a Company Party or aggravated by Company's management, operation or maintenance of the Facilities or provision of Services in violation of duties imposed under this Agreement.

This Agreement does not alter any Liability that the Authority may have prior to the

Commencement Date for environmental remediation, environmental restoration, environmental repair or natural resources damages, under the Indiana Solid Waste Management Board's Hazardous Waste Management regulations at 329 IAC 3.1, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C §§ 9601 to 9675, as amended, the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 to 6992k, as amended, and the Federal Water Pollution Control Act, 33 USC §§1251 to 1387, as amended, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., as amended, and all other Federal, State and local laws and regulations governing the environment, health and safety. The foregoing list is considered to include all such Laws, whether or not specifically or generally referred to herein.

(C) Company need not indemnify or defend Authority Parties for Liability arising from

construction performed by third parties contracted independently by the Authority.

(D) With respect to this Section 5.01, the Parties shall have the right to defend their respective interests. The costs for such defense shall be included as part of the costs of Liability of the responsible Party pursuant to this Section 5.01.

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(E) To the extent that an Authority Party requires any indemnity in any contract with an

Authority contractor relative to the IMC, the Authority Party hereby agrees to include Company as an indemnified party in any such indemnification. Company shall give prompt written notice of a claim and tender the defense when invoking any right of indemnification. (F) Any and all indemnification and hold harmless obligations set forth in this Agreement shall survive any termination or expiration of this Agreement.

(G) Subcontractors shall include Company and Authority Parties as additional

named insureds in subcontractors’ professional and general liability insurance coverages for purposes of indemnification. Notwithstanding the foregoing, Company shall be responsible for the performance of its subcontractors under or in connection with this Agreement.

SECTION 6: TERM AND RENEWAL PERIOD 6.01. Initial Term. This Agreement shall commence on the Effective Date and shall be in effect for an initial period of five (5) years after the Commencement Date, unless sooner terminated as allowed by and in accordance with the provisions of this Agreement (sometimes, the “Initial Term”). 6.02. Renewal Period. Prior to the expiration of the Initial Term, this Agreement, upon the mutual written agreement of the Parties, may be extended for an additional period of five (5) years.

SECTION 7: INSURANCE

7.01. Duty to Maintain; Obligation to Provide Continuous Coverage. Throughout the term of this Agreement and for a period of five (5) years thereafter, Company, on its own behalf and on behalf of anyone directly or indirectly employed by it for whose acts or omissions it may be liable, shall secure, or cause to be secured, and maintain, the following insurance policies with the below-specified policy limits:

(A) Worker's compensation insurance (or other similar insurance or self-insurance program permitted and in compliance with Applicable Laws) covering all Company's employees per injury and employer's liability insurance for all employees in the minimum amount of $1,000,000 with respect to any one occurrence;

(B) Motor vehicle liability insurance written in business auto policy form to protect Company and any of its subcontractors provided use of Company's vehicles, including vicarious liability of subcontractors while operating subcontractor's vehicles, all while performing work covered by this Agreement, comprehensive automobile liability insurance against claims of bodily injury, death and property damage to third parties covering all owned, leased, and non-owned and hired vehicles with a $1,000,000 minimum combined single limit per occurrence for bodily injury and property damage. Such coverage shall apply to claims for injuries, including accidental death to members of the public and damage to property of others arising from such use of motor vehicles, and such policies shall cover the operation on or off the site of all motor vehicles licensed for highway use whether they are owned, non-owned or hired;

(C) Commercial general liability insurance to protect Company against all claims arising from injuries to members of the public or damage to property of others, including loss of the use of tangible property damaged, arising out of any act or omission of Company or its agents, employees or

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subcontractors, and coverage shall include:

(1) Premises operations;

(2) No exclusions for explosion, collapse or underground damage;

(3) Contractor’s protective coverage for independent contractors & subcontractors employed by Company;

(4) Contractual liability for obligations assumed in the indemnification provision in Section 5, and waiver of subrogation as provided in Section 7.02;

(5) Employees included as additional insured;

(6) Incidental medical malpractice coverage;

(7) Contractual liability, not to exclude personal liability;

(8) Completed operation and product liability coverage for a period of 3 years after expiration

or termination of this Agreement;

(9) Policy shall be issued on a per location basis;

(10) Coverage for unintentional errors and omissions;

(11) Include waiver of governmental immunity;

(12) Broad form additional endorsement to pick up all insureds automatically as required by written or oral contract or permit;

(13) Waiver of subrogation in favor of Authority; automatic waiver of subrogation is to apply

to entities as required by contract;

(14) Mental injury or mental anguish and humiliation under definition of personal injury or under definition of bodily injury;

(15) Defense costs to be unlimited and to apply to all coverages outside policy limits;

(16) Under other insurance clause, policy to be excess over other collectable insurance

afforded under policies purchased by other organizations, which include Authority, and which name Authority as additional insured;

(17) Coverage of property in the care, custody or control of Authority for which it is liable by

contract or agreement; and

(18) Stop gap liability for all monopolistic states, if applicable. The liability limits shall not be less than $1,000,000 per occurrence, $2,000,000 aggregate.

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(D) Excess liability insurance in excess of the underlying insurance as set forth in clauses

(A), (B) and (C) above, in the minimum amount of $25,000,000 with respect to any one occurrence. The wording of the umbrella excess liability policy or policies shall be at least as broad as the primary or underlying policy or policies and shall apply both to Company's general liability, automobile liability, and employers liability insurance (and shall be written on an occurrence basis).There shall be no exclusion of coverages for punitive damages. Company is granted the option of arranging coverage under a single policy for the full limit required or by a combination of underlying policies with the balance provided by an excess or umbrella liability policy equal to the total limit(s) requested. No retention or deductible shall apply. First dollar legal defense and supplementary payment on all claims not covered by underlying insurance shall be included. If primary limits are exhausted, 90 day provision for replacing primary limits shall be included. Appeals provision is to be amended to provide that if the insurance company initiates appeal and appeal judgment is in excess of policy limits, insurance carrier is responsible for amounts in excess of limits. If umbrella coverage limits are written in layers, each layer of coverage shall be concurrent with the full umbrella layer. In each layered policy, coverage shall comply with the first layer of controlling underlying umbrella. Premium shall be non-adjustable with no audit provision. To the degree available in the insurance marketplace, the terrorism exclusion, if any, shall be deleted. Defense costs shall be outside policy limits. Subcontractors employed by Company shall not be required to comply with this umbrella requirement.

(E) (F) Professional liability insurance acceptable to Authority and in an amount not less than

One Million and No/100 Dollars ($1,000,000.00).

7.02. Duty to Maintain. Each policy shall be secured prior to the Commencement Date, and the policies shall be continuously maintained throughout the term of this Agreement.

7.03. Continuous Coverage. Company shall assure continuous coverage if any policy is cancelled, not renewed, or materially changed. Company shall pay such extra premium as required to assure no lapse of coverage for any time period.

7.04. Policies of Insurance; Certificates as Evidence of Insurance. Copies of insurance policies shall be furnished to Authority not less than 15 days prior to the Commencement Date, for Authority's review and approval. If a policy is for any reason rejected by Authority, or if a policy is cancelled, not renewed, or materially changed, a certificate for the substitute policy shall be submitted to Authority as early as possible before the commencement of the policy period for Authority's review and approval. Company shall annually supply Authority with proof of insurance in the form of a policy or certificate.

7.05. Policy Requirements and Company Obligations. The policy or policies procured, or caused to

be procured under this Agreement, shall satisfy the following requirements:

(A) Each of the policies shall specifically insure Company’s indemnification obligations under Section 5;

(B) Each policy shall provide, by endorsement, that Authority will be given notice at least

90 days prior to every cancellation, non-renewal, or material change of such policy; (C) Each policy will provide that Company and its insurers will have no right of recovery

or subrogation against either Party. The intention of the Parties is that any insurance policy by

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Company shall protect both Parties and it is intended to be the primary coverage for any losses covered by the insurance policies;

(D) Authority and its Board members, administrators, managers and employees, shall be

named as additional insureds on a primary and non-contributory basis with respect to Company’s commercial general liability policy, employer’s liability, business or auto and umbrella policies. The additional insured status is limited to liability arising out of IMC operations conducted by Company;

(E) Company will be solely responsible to satisfy any and all deductibles and self-insured

retentions contained in its insurance coverages, as well as any excluded loss or losses if the same are within Company’s liability under this Agreement; and

(F) Each company providing coverage required by this Agreement shall be licensed or

approved by the Indiana Department of Insurance and shall have a financial rating no lower than XI and a policy holder’s service rating no lower than (A-), as listed in the latest edition or interim report of A.M. Best’s Key Rating Guide.

SECTION 8: DEFAULT

8.01. Company. The following shall constitute Events of Default by Company (each, a "Company Default") after the Commencement Date:

(A) Failure or refusal of Company to timely perform any material obligation under this Agreement after written notice thereof from Authority to Company;

(B) Failure of Company to pay amounts owed to Authority under this Agreement within 30 days following the date they become due and payable;

(C) Failure of Company to meet and satisfy any and all permit or licensure conditions or requirements on a regular basis;

(D) Failure to comply with Authority's inspection rights as provided in this Agreement;

(E) Failure to secure and maintain, at all times, the insurance required under Section 7;

(F) Failure to maintain solvency, as determined under applicable definition of "insolvent" contained in 11 U.S.C. §101(32), as amended. The occurrence of any of the following are deemed a failure to maintain solvency:

(1) Inability, failure, or refusal to pay debts as they mature; entry into an

arrangement by Company with or for the benefit of its creditors; Company's consent to or acquiescence in the appointment of a receiver, trustee, or liquidator for a substantial part of Company's property; or

(2) A bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding instituted by or against Company under the laws of any jurisdiction, which proceeding is not dismissed within 60 days; or

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(3) Any action or answer in a bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding in which Company approves of, consents to, or acquiesces in, any such proceeding; or

(4) The levy of any distress, execution, or attachment upon the property of Company that shall substantially interfere with its performance hereunder; provided however, that with respect to Company, this form of insolvency shall not be deemed to have occurred if the insolvency is caused primarily by Authority's failure to make a payment due pursuant to Section 5 within 45 days of when it becomes due and payable.

8.02. Authority. The following shall constitute Events of Default by Authority (each, an "Authority

Default”) after the Commencement Date:

(A) Failure or refusal of Authority to timely perform any material obligation under this Agreement after written notice thereof from Company to Authority; or

(B) A persistent and repeated failure of Authority to pay amounts owed to Company under this Agreement within 30 days following the date they become due and payable. 8.03. Default Notices; Opportunity to Cure. With the exception of a termination for the reason

described in Section 9.01(A)(2), this Agreement shall not be terminated for an Event of Default unless and until: (i) the Party contemplating termination gives the offending Party written notice, in reasonable detail, of each Event of Default that the offending Party is alleged to have committed or permitted (a "Default Notice"); and (ii) the offending Party shall have failed to cure such Event of Default within thirty (30) days (or such longer period as may reasonably be required to diligently effect such cure) following delivery of the Default Notice to the offending Party. Notwithstanding the foregoing, if there are repeated Company Defaults under Section 8.01(A) through (D), then, regardless of attempts by Company to cure same, Authority, in its sole discretion, may terminate this Agreement without giving a Default Notice or affording the Company a period to cure.

SECTION 9: TERMINATION

9.01. Event of Default.

(A) Company Default.

(1) In the event Authority gives Company notice pursuant to Section 8.03 of the occurrence of a Company Default under Sections 8.01(A), (B) or (D), and such Company Default is not cured within the period set forth in Section 8.03, then Authority may terminate this Agreement.

(2) Upon the occurrence of a Company Default under one or more of Sections 8.0l(C), (E) or (F), then Authority may terminate this Agreement immediately by delivery of a Default Notice to Company.

(B) Authority Default. In the event Company gives Authority a Default Notice pursuant

to Section 8.03 of the occurrence of an Authority Default, and such Authority Default is not cured

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within the period set forth therein, then Company may terminate this Agreement.

9.02. Labor Unrest. In the event that, on or after the Commencement Date, personnel employed by Company (including contractors and subcontractors, if any) and performing services pursuant to Company's obligations under this Agreement, shall go on a labor strike or slowdown, or if a work stoppage, walkout or secondary boycott shall occur, for any reason or cause whatsoever, and such act or event effectively prevents Company from timely performing its material obligations under this Agreement, then, in such event, Authority, during the pendency of the period in which performance is prevented or delayed, may, in its sole discretion, by notice to Company, terminate this Agreement immediately. For the purpose of this Section 9.02, Company may prevent such termination by timely performing its material obligations including dispatching ______ operators within four (4) hours to keep the Facilities operating.

9.03. Force Majeure Event.

(A) If either Party claims the occurrence of a Force Majeure Event as a basis for not performing its obligations under this Agreement, then the Party making such claim shall: (1) provide prompt notice to the other Party of the occurrence of the Force Majeure Event; (2) provide an estimate of its expected duration; (3) describe its probable effect on the performance of its obligations hereunder; (4) exercise all reasonable efforts to continue to perform its obligations hereunder; (5) in accordance with this Agreement, expeditiously take action to correct or cure the Force Majeure Event; (6) exercise all feasible efforts to mitigate or limit damages to the other Party; and (7) provide prompt notice to the other Party of the cessation of the Force Majeure Event which gave rise to its inability to perform its obligations hereunder.

(B) If, due to Company’s fault, the IMC is damaged to the extent of preventing Company performance in accordance with this Agreement, Company shall comply with Section 9.03(A) (1) through (7). In the case of Company’s fault, Company, notwithstanding any other provision in this Agreement, shall be responsible to promptly restore or repair the IMC, at its sole cost and expense. Company shall have its repair cost obligations under this Section 9.03(B) offset and reduced to the extent property insurance proceeds are available and paid under Section 7 hereof.

(C) Notwithstanding any provision in this Agreement to the contrary, neither Party shall be relieved from any payment obligation under and pursuant to the terms of this Agreement due to the occurrence or continuance of a Force Majeure Event.

(D) If a Force Majeure Event shall occur after the Commencement Date relative to a material obligation of a Party under this Agreement, and such Force Majeure Event, or the effect thereof, prevents performance of such material obligation for a period of not less than fifteen (15) days, the Parties shall, during or after such fifteen (15) day period, meet to review the situation. If, despite the good faith efforts of the Parties to reach an agreement, no agreement is reached within a reasonable time considering the nature and extent of the Force Majeure Event, either Party may terminate this Agreement upon written notice to the other Party.

9.04. Convenience. This Agreement may be terminated, in whole or in part, by Authority whenever, for any reason, it determines that such termination is in Authority’s best interests. Termination shall be effected by delivery to Company of a written termination notice not less than six (6) months prior to the termination effective date, specifying the extent to which performance of the Services under such termination becomes effective.

9.05. Authority’s Remedies.

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(A) If Authority terminates this Agreement pursuant to Sections 9.01(A) or 9.02 hereof,

Authority shall have the right to seek legal and equitable remedies provided by or available at law.

(B) If Authority terminates this Agreement pursuant to Section 9.02, Authority shall pay Company, in addition to those payments and reconciliation amounts specified in Section 9.06, Company's documented out-of-pocket costs as of the date of the termination, which shall in no event be greater than the amount of one month’s expenses, determined by using the month immediately preceding the month of the termination.

9.06. Operations Cooperation and Transfer of Personnel.

(A) If either Party terminates this Agreement, Company shall, from the date of the notice

of termination, make fully available its managers and employees performing services at the IMC for at least six (6) months after the termination date pursuant to this Section 9.06 to continue to perform all the management, operation, maintenance and repair services contemplated in this Agreement. Authority may determine that it requires a lesser amount of services, managers, employees and/or intellectual property in order to provide a smooth and orderly transition of the management and operation of the IMC to Authority’s administrators, managers and/or personnel, or, as applicable, Authority's contracted private company; provided, however, that in no event shall such provision of services by Company exceed the 10th anniversary date of this Agreement as measured from the Commencement Date. Company shall immediately transfer to Authority all intellectual property owned by Authority and used or created by Company during the term of this Agreement, including, but not limited to, Authority's licenses, data, source codes and software, used in, updated or created for the operation of the Facilities. Company shall fully cooperate with Authority to effectuate such a transition, including the provision of training and "know-how" in the procedures and techniques employed by Company in meeting its obligations under Section 3.01. Authority shall determine the number of days, if any (not to exceed 90 days), that Company shall comply with this Section 9.06(A).

(B) Upon receipt of notice of termination, Company shall, at Authority’s option, cancel outstanding commitments for procurement of vehicles, services, materials and supplies. In addition, Company must exercise all reasonable diligence to cancel or divert to other activities its outstanding commitments for procurement or personal services, if Authority, in its sole discretion, so requires. If, after serving notice of termination for non-performance or default, Authority determines that the reasons for non-performance or default are excusable and are not the fault of and beyond the control of Company, Authority may, in its sole discretion, authorize Company to resume work.

(C) Company recognizes and understands that the transition outlined in this Section 9.06 may well result in Authority employing, or attempting to employ, some or all of the managers or personnel employed by Company and performing services at the IMC. Company agrees to facilitate the transfer and employment of any manager(s) or personnel who may desire to be employed by Authority. Company agrees to have no covenant not to compete or other restriction on Authority’s hiring of Company’s employees working at or on the IMC.

(D) Upon termination or expiration of this Agreement, Company, if Authority requests, shall assign to Authority its interest in all contracts entered into by Company to the extent relative to the IMC, if such contracts do not prohibit such assignment. Authority's right to request assignment of certain contracts shall not be read as an obligation by Authority to assume all or any of such contracts.

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Authority shall, however, assume the payment and performance of all contracts assigned to it and shall pay any penalties and costs incurred by Company with respect to the assignment of such contracts. Company shall exercise all reasonable efforts, in negotiating contracts relative to the IMC, to: (1) obtain the written consent of the other parties to such contracts to the assignment by Company of its rights therein to Authority; and (2) secure contract terms and conditions that do not include damages and/or penalties to any assignee with respect to any assignment.

(E) In the event of a Company Default, Authority may, in its discretion, determine to perform any Company obligation under this Agreement that the Company has failed to perform. Authority may issue a Default Notice informing Company of the Authority's intent to perform such obligation(s), and, if Authority performs Company’s obligations, Company shall promptly reimburse Authority for any and all reasonable and necessary costs incurred in connection therewith; provided, however, Company shall not be responsible to reimburse an expense that is otherwise the responsibility of the Authority under this Agreement. Authority's performance under this Section 9.06(E) shall not effect a cure of the Company Default; such cure period shall be tolled during the period that Authority is performing Company's obligations.

9.07. Termination Payment. All performance and payment obligations under this Agreement shall

continue pursuant to the terms of this Agreement until this Agreement terminates, and any amount accrued and/ or unamortized but unpaid prior to termination shall, if due and owing, be payable in accordance with this Section 9.07. Except as otherwise specifically provided in this Agreement with respect to the time of payment following termination, within 90 days following termination of this Agreement, the Parties shall reconcile all amounts then due and payable to each other under the terms of this Agreement. Upon reaching, as a result of such reconciliation, the total amount of the outstanding unpaid balance which Authority and Company owe each other, the Parties shall, within 30 days thereafter, make the final payments in complete discharge of their obligations under this Agreement, except, however, for those obligations that survive the termination or expiration of this Agreement. Payment obligations under this Section 9.07 are subject to Sections 11.14 and 11.15.

9.08. Remedies. The remedies specifically set forth in this Agreement are exclusive, and the Parties waive any other remedies they may have at law or in equity; provided, however, that either Party may seek judicial enforcement of any remedy provided herein and any amounts payable hereunder. The Parties agree and acknowledge that the damages provided for in this Section 9 are to be liquidated damages, and shall be the sole and exclusive measure of damages or liability for termination of this Agreement by a Party under this Section 9, and that the provisions for damages set forth herein are intended to measure, as accurately as possible, the direct damages of the Party entitled to such damages and are not intended to include punitive, special, consequential, incidental, or indirect damages.

9.09. Survival. This Section 9 shall survive any termination or expiration of this Agreement.

SECTION 10: REPRESENTATIONS AND WARRANTIES

10.01. Company. Company hereby represents and warrants to Authority that:

(A) Company is qualified to do business in the State of Indiana and is duly qualified to do business wherever necessary to carry on the business and operations contemplated by this Agreement;

(B) As of the Effective Date, Company has the power, authority and legal right to enter

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into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof: (1) have been duly authorized; (2) do not require the approval of any governmental office or body, other than (a) _______________or City of Indianapolis approval, if required, and (b) those permits or approvals that may have to be renewed or reissued during the term of this Agreement; (3) will not violate any judgment, order, law or regulation applicable to Company or any provisions of Company's articles of incorporation and by-laws, and (4) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of Company under any agreement or instrument to which Company is a party or by which Company or its assets may be bound or affected;

(C) As of the Effective Date, there has been no material adverse change in Company's financial condition that would impair Company's ability to perform its obligations under this Agreement. After the Effective Date, Company shall immediately report any material adverse change in its business to Authority;

(D) This Agreement has been duly entered into and delivered, and constitutes a legal, valid and binding obligation of Company, fully enforceable in accordance with its terms, subject to: (1) the applicable bankruptcy, reorganization, moratorium or similar laws affecting enforcement of creditors' rights or remedies generally, (2) general equitable principles concerning remedies, and (3) limitations on the enforceability of rights to indemnification by federal or state laws or regulations or public policy;

(E) As of the Effective Date, there is no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending or, to the best of Company's knowledge, threatened against Company, wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by Company of its obligations hereunder, or which, in any way, would adversely affect the validity or enforceability of this Agreement, or· any other agreement or instrument entered into by Company in connection with the transaction contemplated hereby;

(F) As of the Effective Date, (1) Company's Proposal is genuine and not collusive or a sham, (2) Company has not colluded, conspired, connived, or agreed, directly or indirectly, with any other proposer or Person, to put in a sham proposal, or to refrain from proposing, and (3) Company has not in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any Person, to fix the prices of its Proposal or proposals of any other proposer or to secure any advantage against any Person interested in this Agreement. All statements contained in Company's Proposal are true;

(8) By signing this Agreement, Company acknowledges it has visited the key sites and has been provided access to documents as deemed appropriate by Authority. Company also acknowledges that it has been provided the opportunity to request, and has been provided, additional documentation as it deems appropriate in order to satisfy its due diligence requirements. Company understands that risk is inherent in any due diligence process, and that the due diligence process and associated price for the management of the CEP reflects the risk associated with this process.

10.02. Materiality. The representations and warranties enumerated in this Section 10 are and shall be

material for purposes of this Agreement, and violation thereof shall constitute an Event of Default.

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SECTION 11: MISCELLANEOUS

11.01. Assignment. Authority hereby reserves the right to assign its rights and obligations under this Agreement to any validly constituted agency, department or authority of the State, or to the City, or to a duly created municipal corporation or authority or a private entity; Authority will provide Company with prior notice of such any such assignment; and such assignee will have full authority to enforce and manage this Agreement, unless otherwise specified by Authority. Company will not assign or transfer this Agreement, or its right, title, interests or obligations under this Agreement, in whole or in part, without, in each instance, Authority's advance written approval thereof, which approval shall be in Authority’s sole discretion; provided, however, that Company may assign its interest, without such consent, to any Affiliate, successor or Parent of the Company if Company shall remain liable for all obligations under this Agreement. Violation of the terms of this Section 11.01 shall constitute a material breach of this Agreement, and Authority may, in its discretion, cancel this Agreement upon written notice, and all rights, title and interest of Company will thereupon cease and terminate. It is understood and agreed between the Parties that this Section 11.01 shall not be construed or interpreted to restrict Company's ability to employ a subcontractor(s) in connection with performance of portions of its obligations under this Agreement.

11.02. MBEs, WBEs and VBEs; Equal Opportunity.

(A) Company shall use its best efforts, consistent with Applicable Laws, to ensure that minority business enterprises ("MBEs"), women-owned business enterprises ("WBEs") and veteran owned enterprises (“VBEs”) shall have the maximum practicable opportunity to compete for work under this Agreement. Company shall use its best efforts to utilize minority-owned, women-owned and veteran owned business enterprises in connection with the Services to be provided under this Agreement, in an amount equal to at least _____% MBEs, _____% WBEs and _____% VBEs of the total value of payments issued by Authority under this Agreement.

Company shall utilize reasonable efforts to exceed both goals, and progressively increase

participation throughout the term of this Agreement. Company shall use reasonable efforts to utilize MBEs, WBEs and VBEs certified with the City, the State, or recognized and approved by the Authority.

In addition, Company shall be required to comply with all applicable federal, State and local

directives respecting equal employment opportunity programs. (B) Pursuant to IC 22-9-1-10 and the Civil Rights Act of 1964, Company, its

agents and subcontractors (if any), shall not discriminate against any employee or applicant for employment in the performance of this Agreement. Company shall not discriminate with respect to the hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, sex, disability, national origin, or ancestry. Breach of this covenant may be regarded as a material breach of this Agreement. Acceptance of this Agreement also signifies compliance with applicable federal laws, regulations and executive orders prohibiting discrimination in the provision of services based on race, color, national origin, age sex, disability, or status as a veteran.

11.03. Relationship of Parties. The Parties agree that Company has, on its behalf and on behalf of

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any Company Parties performing services, entered into this Agreement and shall be performing the Services contemplated herein as an independent contractor. As an independent contractor, Company and the Company Parties are solely responsible for the means, methods, techniques, procedures, and schedules used to perform the Services. Company has the sole right to control and direct the means, manner, and method by which the obligations of this Agreement are satisfied. Nothing in this Agreement may be interpreted to mean Authority may exercise control over how Services are provided by Company, nor how Company satisfies its obligations under this Agreement. Nothing in this Agreement may be interpreted to give the appearance that Company possesses the apparent or actual authority to act or speak for Authority, and Company shall not, by words, act or representations, convey to the general public, any person, or any governmental unit, the impression that Company has the authority to speak or act for or on behalf of Authority. If any Person believes that Company has the necessary power to bind Authority, or believes that Authority has the power to control how Services are provided by Company, Company shall take actions as are necessary to correct the erroneous inferences and prevent reliance on such a mistake of fact. 11.04. Further Assurances. Each Party covenants and agrees to execute and deliver any and all instruments and to perform any acts that may be necessary or reasonably requested in order to give full effect to this Agreement.

11.05. Notices. All notices, consents, approvals, or communications required or permitted under this Agreement shall be in writing and transmitted by registered or certified mail, postage prepaid, return receipt requested, with notice deemed to be given upon receipt, or delivered by hand or nationally-recognized courier service, or if sent by telex or facsimile transmission with confirmed receipt thereof, and addressed as follows:

If to Authority:

Executive Director Indianapolis Airport Authority 7800 Col. H. Weir Cook Memorial Dr., Suite 100 Indianapolis, Indiana 46241 With copy to: Property Director Indianapolis Airport Authority 7800 Col. H. Weir Cook Memorial Dr., Suite 100 Indianapolis, Indiana 46241 If to Company:

__________________ __________________ __________________

Either Party may change its authorized representative at any time by written notice to the other Party. Changes in the respective addresses to which such notices may be directed, may be made, from time to time, by either Party upon written notice thereof to the other Party.

11.06. Waiver. The waiver by either Party of a default or breach of any provision of this Agreement by the other Party shall not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by either Party with knowledge of the existence of a default or

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breach shall not operate or be construed to operate as a waiver of such default or breach or any subsequent default or breach.

11.07. Entire Agreement; Amendments. The provisions of this Agreement, including the present and all future Schedules, together with the RFP, the RFP questions, and Authority's answers, and Company’s Proposal, shall: (A) constitute the entire agreement between the Parties for the management, operation and maintenance of the Facilities; (B) to the extent that the information contained in two or more of the above-referenced ancillary agreements/documents directly conflicts, then the documents shall govern in the following order of priority: Management and Operations Agreement (including Schedules), Proposal, RFP, RFP questions, and Authority answers; and (C) unless otherwise specifically recognized in this Agreement, the ancillary agreements/documents and this Agreement shall not be modified or amended except by written agreement duly entered into and executed by the Parties with the same formality as this Agreement.

11.08. Headings. Captions and headings in this Agreement, exclusive of Attachments and Schedules, are for ease of reference only and do not constitute a part of this Agreement.

11.09. Governing Law. This Agreement, and any questions concerning its validity, construction or performance, shall be governed exclusively by the laws of the State of Indiana.

11.10. Consent to Jurisdiction. Company, for itself and on behalf of Company Parties, hereby irrevocably consents to the personal and subject matter jurisdiction of the courts of Marion County, Indiana, and the venue for all legal actions before the courts of Marion County, Indiana, in connection with any action or proceeding arising out of or relating to this Agreement. Company, for itself and on behalf of Company Parties, hereby irrevocably consents to the jurisdiction of the IURC and IDEM in connection with any of the responsibilities undertaken by Company as set forth in this Agreement.

11.11. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original.

11.12. Severability. In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties hereto shall negotiate in good faith and agree to such amendments or modifications to this Agreement or such other appropriate actions as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified or otherwise affected by such action, remain in full force and effect.

11.13. Intellectual Property.

(A) Company hereby grants to Authority the irrevocable and unrestricted right to use all formulas, processes, know-how, technology, innovations, computer software, trade secrets and other intellectual property (the "Intellectual Property'') owned by Company or its Affiliates on the Commencement Date and used, developed, upgraded, enhanced or otherwise improved by Authority or Company and/or its Affiliates in connection with the performance of their obligations pursuant to this Agreement, both during the term of this Agreement and after its expiration or termination; provided, however, Authority may not sell, license or formally authorize any other Person to use the Intellectual Property, but Authority, its employees and representatives may discuss, publish or otherwise freely and publicly communicate information concerning the Intellectual Property. Any license that Authority has under this Section 11.13 shall not be transferable by Authority. Authority acknowledges and agrees

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that the Intellectual Property owned by Company or its Affiliates on the Commencement Date and used, developed, upgraded, enhanced or otherwise improved by Authority or Company and/or its Affiliates in connection with the performance of their obligations pursuant to this Agreement, shall remain the property of Company or its Affiliates both during the term of this Agreement and after its expiration or termination.

(B) Authority hereby grants to Company and its Affiliates the irrevocable and unrestricted right to use all the Intellectual Property owned by Authority on the Commencement Date and used, developed, upgraded, enhanced or otherwise improved by Company and/or its Affiliates or Authority in connection with the performance of their obligations pursuant to this Agreement, both during the term of this Agreement and after its expiration or termination; provided, however, Company may not sell, license or formally authorize any other Person to use the Intellectual Property, but Company and its Affiliates and their employees and representatives may discuss, publish or otherwise freely and publicly communicate information concerning the Intellectual Property. Any license that Company and its Affiliates have under this Section 11.13 shall not be transferable by Company or its Affiliates. Company acknowledges and agrees that the Intellectual Property owned by Authority and used, developed, upgraded, enhanced or otherwise improved by Authority or Company and/or its Affiliates in connection with the performance of their obligations pursuant to this Agreement, shall remain the property of Authority both during the term of this Agreement and after its expiration or termination.

(C) For purposes of preserving Authority's and the Company and its Affiliates' right to use the Intellectual Property after termination of this Agreement, the Parties hereby agree to escrow the Intellectual Property with a mutually agreed upon and reputable third-party escrow agent pursuant to mutually acceptable terms and conditions.

11.14. No Restrictions on Employment. Company shall not place any restriction upon the ability of

the employees of Company at the Facilities to become employees of Authority after any termination or expiration of this Agreement.

11.15. No Restrictions on Employee Reporting. Company shall not in any way limit an employee's ability to notify Authority, or discharge, demote or otherwise discriminate against an employee for disclosing to Authority, of any information relating to the actual or suspected fraud, waste, abuse, or a substantial violation of law or rule related to the management, operation and/or maintenance of the Facilities, including the competition with, or negotiation of, any contracts related to the management, operation and/or maintenance of the Facilities. 11.16. Dispute Resolution. In the event of any controversies, claims or disputes arising out of or relating to this Agreement, the Parties agree to attempt to resolve them promptly through informal discussions (the “Dispute”). In connection therewith, the Parties may elect to submit the Dispute to non-binding mediation to occur in Indianapolis, Indiana, in which event the Parties will share equally in any filing fees and administrative costs of the mediator. Notwithstanding the foregoing, either Party may elect, at any time, to end these informal dispute resolution or mediation efforts and pursue legal action as allowed by or in accordance with this Agreement.

11.17. Terms Generally. As used in this Agreement: (a) the word "or" is not exclusive; (b) the words "consent" and "approval" are synonymous and are deemed to be followed at times by the phrase "which shall not be unreasonably withheld or delayed"; (c) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation"; (d) any pronoun shall

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include the corresponding masculine, feminine, and neuter forms; (e) words in the singular number include words in the plural, and vice versa, unless the context of the usage of such term clearly indicates otherwise; and (f) accounting terms that are used, but not otherwise defined herein, are to be construed and interpreted in accordance with generally accepted accounting principles and procedures (“GAAP”) in effect on the Effective Date.

11.18 Immigration Matters.

Pursuant to Ind. Code § 22-5-1.7, Company shall enroll in and verify the work eligibility status of all newly hired employees of Company through the E-Verify Program (“Program”). Company is not required to verify the work eligibility status of all newly hired employees through the Program if the Program no longer exists. Any failure by Company to remedy a violation of Ind. Code § 22-5-1.7 within thirty (30) days after notice of such violation from Authority, requires that Authority terminate this Agreement unless such termination would be detrimental to the public interest or public property. Furthermore, on or immediately prior to the effective date of this Agreement, Company shall sign and notarize the Affidavit attached hereto as Attachment “C” and made a part hereof.

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Non-Collusion Affidavit Attachment “C”

I hereby certify that I am the duly authorized representative of the Company, and that neither I, nor any member, employee, representative, agent or officer of Company, has directly or indirectly, to the best of his/her knowledge: (A) Entered into, or offered to enter into, any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration to any firm, entity or person other than a bona fide employee working solely for me or Company, to solicit or secure this Agreement, other than that which appears on the face of this Agreement; or (B) Agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm, entity or person in connection with carrying out the Agreement By:___________________________ Printed:________________________

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IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date. Indianapolis Airport Authority __________________________________ ______________________________________ ____________________

Michael W. Wells, President Date

______________________________________ ____________________

Kelly J. Flynn, Vice-President Date

______________________________________ ____________________

Robert A. Duncan, Executive Director Date

Signed under authority provided in IAA Board Resolution 10-2009

Approved as to Form & Legality: By:________________________________ Joseph R. Heerens, General Counsel _____________________________________ By: _________________________________ Printed: _____________________________ Title: _______________________________

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SCHEDULE 1.01: DEFINITIONS

For purposes of the Agreement, the following words and phrases shall have the following respective interpretations and meanings:

"Affiliate" means Company, and any entity controlled by, controlling, or under common control with, directly or indirectly, Company or anyone of such entities.

"Applicable Law(s)" means any federal, State, Authority, or local statute, law, municipal charter provision, regulation, ordinance, rule, mandate, judgment, order, decree, permit, code or license requirement or other governmental requirement or restriction, or any interpretation or administration of any of the foregoing by any governmental authority, which applies to the Services or obligations of either Party under this Agreement, whether now or hereafter in effect.

"Authority" or "Authority Parties" means the Indianapolis Airport Authority and its Board members.

"Authority Default" has the meaning ascribed to it in Section 8.02 of the Agreement.

"Authorized Representative(s)" means Company's or Authority's representative, and any successor designated pursuant to Section 11.05 of the Agreement.

"Commencement Date" means the commencement of the provision of Services by Company under the Agreement, and the date upon which the term of the Agreement begins.

"Company Default" has the meaning ascribed to it in Section 8.01 of the Agreement.

"Company Party" and "Company Parties" shall mean Company, its agents, representatives and contractors, including, but not limited to, any tier of subcontractor to Company, and any person directly or indirectly employed by any of them, or for whose acts any of them may be liable.

"Contract Year'' for the first year shall mean ________________ through ______________________.

For subsequent years, it shall mean _________________ through ___________________ of that calendar year.

"Default Notice" has the meaning ascribed to it in Section 8.03 of the Agreement.

"Equipment" means equipment, including operating and processing equipment tools and rolling stock, owned or leased by Authority and in use as of the Commencement Date, or procured or provided on or after the Commencement Date by Company or Authority pursuant to this Agreement for use at or associated with the CEP and/or the Connectors.

"Event of Default" means any one or more of those events described in Section 8 of the Agreement.

"Facilities" mean the IMC as shown on Exhibit “A”. “Force Majeure Event” means an event or other circumstance beyond the reasonable control of

the Party asserting same as the justification for not performing its obligations under the Agreement, such as, by way of example and not of limitation, flood, earthquake, adverse weather, act of God, sabotage, riot, rebellion, epidemic, embargo, shortage of material, act of public enemy, act or order of a superior

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governmental authority, failure of required permit or license (i.e., suspension or termination thereof), change in law or regulation, or any other circumstance for which said Party is not responsible and which is not within its control. This provision shall not apply to or include labor unrest, which is addressed by Section 9.02 of the Agreement. In addition, this provision shall not prevent the Authority from exercising its rights upon the occurrence of an Event of Default, as described in Section 8 of the Agreement.

"HSE Manual" means the Health, Safety and Environmental Policies Manual. "Infor Enterprise Asset Management" means the computerized maintenance management and reporting

program and system described in Schedule 2.

"IDEM" means the Indiana Department of Environmental Management. "IMC" means the Indianapolis Maintenance Center located at the Airport.

"Inventory" means supplies, chemicals and materials related to the CEP.

"IURC" means the Indiana Utility Regulatory Commission. “IW” means the Industrial Wastewater Facility located at the IMC.

"Key Personnel" means the individual(s) designated as such by Authority as described in Section 3 of

the Agreement.

"MBE" has the meaning ascribed to it in Section 11.02 of the Agreement.

"Person(s)" means any natural or artificial entity, including an individual, corporation, limited liability

company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, agency or authority (including federal, state, county, municipal or other local agency) or political subdivision thereof.

"Proposal" means the response to the RFP submitted by Company to the Authority.

"Prudent Business Practice(s)" means any of the practices, methods, and acts engaged in or approved by a significant portion of the energy industry during the relevant time period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost, reliability, safety and expedition. Prudent Business Practice is not intended to be limited to the optimum practice, method or act, to the exclusion of all others, but rather to be a range of acceptable practices, methods or acts generally accepted in the region.

"Quarter" means a calendar quarter comprising 3 months, except that: (a) the first Quarter shall commence on the Commencement Date and end on last accounting day of March, June, September or December, depending on which quarter the Commencement Date occurs; and (b) the last Quarter shall end concurrently with the end of the term or, as applicable, the date of termination, of this Agreement.

"Reimbursable Expenses" has the meaning ascribed to it in Section 4.03.

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“RFP” means the Request for Proposals, Solicitation for Indianapolis Maintenance Center, issued by Authority on ________________.

"Services" means the management, operation, maintenance and repair services provided by Company

pursuant to this Agreement, including, without limitation, facility maintenance and operations, and other incidental services as set forth in the Agreement, including Schedule 2.01.

"State" means the State of Indiana, and all relevant administrative, contracting and regulatory agencies.

“USEPA" means the United States Environmental Protection Agency.

"Utility" or "Utilities" means gas, electric, water, wastewater, telephone, storm-water user fees and any other utilities.

"Utility and Building Systems" has the meaning ascribed to it in Schedule 2.01. "VBE" has the meaning ascribed to it in Section 11.02 of the Agreement. "WBE" has the meaning ascribed to it in Section 11.02 of the Agreement.

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SCHEDULE 2.01: DESIGNATION OF SERVICES

A. Utilities Systems Operations. In performing Utilities Systems Operations, strive for the lowest possible ownership cost while maintaining reliable service to internal customers, such ownership cost being made up of operating cost, energy cost and asset ownership cost. Interact and coordinate directly with Authority’s representatives in order to assure trust and confidence in the Services being provided by Company.

B. Maintenance. Supply of all utility services, building management systems and facility maintenance in a controlled, capable, compliant, and continuously improving manner. Company shall utilize a management system that measures, manages, and continuously reduces cost to the Authority through a program that consists of at least the following:

1. Preventive and Predictive Maintenance. Performance of those preventive and predictive maintenance activities, which are routine in nature and performed on a pre-determined schedule.

2. Reactive Maintenance. Performance of repair, retrofit, or replacement work on the Utility Systems, Facility or equipment resulting from a failure of the respective System. Repair versus capital replacement determination must be done in accordance with Authority capital asset accounting procedures.

3. Equipment Reliability Program. Provide a maintenance management program (e.g. RCM-Reliability

Centered Maintenance) to ensure the proper application of maintenance activities and improve the overall reliability of the Facility Assets. Upon commencement of the Services, Company shall complete an inspection and analysis of the Utility Systems, Facility and equipment to determine an appropriate preventive and predictive maintenance program and schedule designed to assure the operation is consistent with the Service Levels and to minimize the incidences of interruption or need for reactive maintenance.

4. Computerized Maintenance Management System (Infor Enterprise Asset Management). Company will

utilize the “Infor Interprise Asset Management” or other reasonable equivalent software system designated by Authority to manage maintenance activities. Company will be required to use the software system at a minimum for work orders, purchasing, approval of purchase orders, receiving supplies and services per the Authority’s business processes.

5. Utility Outages. Planning and coordination of all activities required for utility outages, including, but not limited to, notification, communication, performance, and lock out/tag out. The schedule for planned outages for routine maintenance in areas where activities such as Authority operations, and administration activities are impacted, will be coordinated with the proper Authority personnel on an annual basis.

6. Housekeeping. Performing and housekeeping within the IMC as required under GMP requirements or local procedures.

C. Utilities Systems Capital Projects. Management of capital projects for the replacement of

components of the Utility Systems, Facility or equipment on either a planned or emergency basis that are not considered Reactive Maintenance and that are accounted for by Authority as capital expenditures ("Capital Projects"). Company shall provide support to Authority in developing and managing the scope of such Capital

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Projects, including cost estimates and capital item procurements. Capital Projects must follow Authority capital budgeting and approval procedures. If Authority decides to solicit bids for such Capital Projects, Company will be included in the bid process, unless Company declines to participate. Operating Capital Projects with a projected budget of less than One Hundred and Eight Thousand dollars ($108,000.00), as adjusted annually, will be managed by Company as a part of the Services, unless Authority determines that, because of the complexity of a particular project, it should be treated in the same manner as a Capital Project with a budget of One Hundred and Eight Thousand dollars ($108,000.00), as adjusted annually, or greater.

D. Spare Parts Management. Manage the inventory of spare parts to minimize the operational, transitional, logistics, and accounting considerations, while assuring that the inventory is adequate to satisfy the Service Levels. The methodology and management of the spare parts inventory will consist of the following:

1. Company will prepare an inventory of existing spare parts, and review periodically.

2. Authority will approve the necessary inventory to meet the defined Service Levels.

3. The spare parts will be managed within the existing Authority facilities at the IMC as well as next door to the IMC at the former USPS Eagle Hub facility.

4. The inventoried items may be used as needed for Preventive and Predictive Maintenance and Reactive Maintenance.

5. Tools, equipment or spare parts made available to Company by the Authority for use in performing the Services, shall remain the property of Authority and shall be returned to Authority upon termination of the Agreement if not consumed in providing the Services. Company shall prepare an inventory of such items.

E. Vendor and Subcontractor Management. Management of vendors, contractors and

subcontractors in connection with the performance of the Services, with use of any contractors or subcontractors being subject to the prior approval of Authority, including compliance with any vendor, contractor or subcontractor qualification programs established from time to time by Authority.

F. Utility Bill Review. Providing monthly review and validation of purchased utilities, which shall include reviewing bills for accuracy and validating bills against meter reading, and such other related activities as are designated by Authority.

G. Fuels Management (oil, gas, etc.). With respect to contracts between Authority and fuel suppliers, providing the following services:

1. Assessing fuel needs; 2. Managing the fuel inventory, including the stock and reserves for fuel applications included in

the Utility Systems. 3. Managing the fuel supply, including schedule of delivery; 4. Managing the fuel storage and delivery from the storage to the appropriate use point; 5. Assisting Authority in addressing interruptions of fuel supply; and 6. Providing routine input for environmental and regulatory reports that Authority prepares with

respect to fuel.

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H. Fuel Mix Management. Maximizing the utilization of low cost fuels by recommending when

switching fuel vendors may be advantageous to Authority, taking into account operating and maintenance costs associated with fuel vendor selection.

I. Engineering Services. Providing process engineering and technical support as follows:

1. Providing process engineering support to assist the operating area in maintenance and replacement projects for capital equipment; cost estimate and design work on small capital needs; process optimization efforts, variation reduction, continuous improvement, energy conservation projects; developing long term capital upgrade plans on all Authority property; analyzing and eliminating sources of operating equipment failure and downtime. Other tasks may be required of the process engineer as needs arise, including evaluating the feasibility of developing a district energy system for the Aerotropolis.

2. Provide technical staff for the overall system design, specifications and operations of the

Utilities Systems, Facility and equipment and for management of environmental, health, safety and quality issues with respect to same. Serve as the subject matter expert of the Facility and management of the implementation of variation reduction/continuous improvement processes.

J. Master Plans. Maintain and update the existing master plans for the Facility. Authority will

participate in planning sessions to communicate proposed or anticipated expansions, decreases or other material changes in the Facilities. Company shall provide a semi-annual report of updates and changes to the master plan.

K. Service Level Exceptions. Provide a documented process to manage exceptions to the operation of the Utility Systems, Facility and equipment within the applicable Service Levels. This process shall include at least the following items:

1. Notification of proper personnel (Authority and Company management personnel);

2. Categorization of exceptions (i.e. emergency, priority, routine, etc.);

3. Responses to exceptions defined by category;

4. Return to service times and communication; and

5. Development and maintenance of a tracking and reporting system, including root cause investigation and countermeasures.

L. Service Level Changes. Provide a documented process to manage changes in the Service

Level for a Utility Systems Component, Facility and/or equipment (the "Service Level Change"). This process shall include at least the following items:

1. Authority submittal of written request for change, including template form if necessary;

2. Company response to request, including change in cost; and

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3. Documentation for implementation of Service Level change.

M. Health and Safety. Within six (6) months after the Commencement Date, Company shall evaluate the existing Health, Safety and Environmental Policies Manual ("HSE Manual") and submit ideas to Authority for appropriate or recommended changes thereto, setting forth policies and procedures relating to protection of the health and safety of persons performing the Services or other persons who are in areas of the Facilities in which the Services are performed. Company shall provide on-call personnel to participate in emergency officer team activities at each Facility to act as the liaison to the utility operating department. Company shall ensure that employees of Company, vendors, its contractors or subcontractors: (i) will have successfully completed any training required for their specific job function (either in accordance with the requirements of a Government Rule or as mandated by Authority); and (ii) for training that must be periodically repeated, complete required training prior to the expiration of the most recent training and in accordance with Governmental Rules. The HSE Manual may be amended, from time to time, by the Parties.

N. Environmental Matters. Company shall perform the Services in a manner at the Facility to preserve and avoid harming the environment and minimize environmental resource usage, and environmental releases, and in accordance with the HSE Manual.

Company shall document the policies, procedures and compliance management systems related to the environmental matters at the Facility in the HSE Manual.

Company shall be responsible and liable for and shall promptly address any specific spills or releases attributable to Company’s operation at the Facilities, including identification (including application, inspection and notification requirements), abatement, clean-up, control, removal and disposal of any Hazardous Substances at, on or under any Facility at which any Services are to be performed. Company will also be responsible for the proper handling, transportation and disposal of any and all Hazardous Substances at the Facilities produced by Company. Authority will provide information concerning any pre-existing conditions as of the Effective Date of the Agreement, including the nature, existence and location of any Hazardous Substances that may pose a risk or threat to human health or the environment that are reasonably likely to be encountered by Company in performing the Services.

O. Operations Manual. Within six (6) months after the Commencement Date, Company shall evaluate the existing Operations Manual for the Facility and make recommended changes for review by Authority. The Operations Manual will embody the operations processes and procedures that reflect the proper and efficient operation and maintenance of the Utility Systems, Facility and equipment in a safe and compliant manner. These procedures shall reside within the Authority offices and remain the property of Authority.

The Operations Manual will include, but not be limited to, the following sections:

Operations:

Systems Descriptions;

Procedures;

Technical Drawings and Reference material; and

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Job descriptions.

Maintenance Policies and Procedures:

Maintenance Management Processes;

Maintenance Procedures;

Procedures for conducting failure modes effects and analysis ("FMEA"), or equivalent, and the incorporation of findings into maintenance

schedule;

Guidelines for updating and continued use of FMEA, or equivalent, and other evaluation tools in the application; and

Of continuous improvement and other quality management based Maintenance systems.

The Operations Manual shall also include an approved “Energy Management Plan” to be developed and finalized by the Parties within six (6) months after the Commencement Date, which shall ensure that the operation of the IMC optimizes energy usage at the IMC. Authority shall maintain responsibility for all of the utility costs associated with the IMC, including, but not limited to, electricity, natural gas consumption costs, and water and sewer charges. In addition, Company shall also operate the Facilities under an approved “Maintenance Plan”, including Company investigating and providing Authority a “State of Equipment” analysis, which shall be developed and finalized by the Parties within six (6) months after the Commencement Date and included within the Operations Manual. Among other items, this plan shall set standards for levels of preventative and routine maintenance, repairs and modifications necessary to properly maintain and operate the Utility Systems, Facility and equipment, as well as provide to the Authority an approved catastrophe/emergency action and recovery plan (“a back-up plan”) to provide those essential Services to the IMC until such time as the IMC returns to normal operations. Work shall be performed in accordance with all local, state and federal codes, and in accordance with equipment manufacturer’s recommendations.

Company shall be responsible for implementation and oversight of performance metrics associated with the operation of the IMC, including performance measures that ensure that the IMC meets all applicable regulatory requirements, utilizes best CMMS best practices, meets supplier diversity obligations, documents adherence to the Maintenance Plan and the Energy Management Plan, and be proposed to and approved by the Authority ensuring that all IMC regulatory requirements are performed in accordance with Applicable Laws including maintenance of accurate and reliable maintenance records.

P. Authority Provided Services. All services provided by Authority (electric, phone, service, etc.) will be charged to an internal Authority utility operations account. These charges will not be invoiced to Company. Q. IMC Management Meetings. Regular progress meetings throughout the term of

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the Agreement shall be scheduled and held between the Authority and the Company, wherein said Parties may review budgets, review metrics, review and approve the manuals and embedded plans, etc. Commencing on the Effective Date, Authority and Company will meet every week; dates and times to be determined in advance.

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SCHEDULE 3.01: KEY PERSONNEL

________________________________ - Owners _____________________- COO (or equivalent)

_________________________________- admin and billing ________________________________ - General Manager

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SCHEDULE 4.01: REIMBURSABLE EXPENSES

The following costs ("Reimbursable Expenses") may be reimbursable by Authority to Company if they meet the following criteria:

A. Reasonably incurred by Company in performing the Services under the Agreement; B. Are extraordinary and unbudgeted in nature; or C. Are approved by Authority in accordance with the Agreement

In addition, the Parties covenant and agree that there shall be no mark-up on Reimbursable Expenses related to personnel costs; however, Authority and Company agree costs associated with supplies and materials can be marked-up three percent (3%).

The following costs, charges, expenses and fees that may be incurred in the performance of the Agreement are not reimbursable and will not be included in the Operating Budget:

1. Entertainment expenses; 2. Temporary living expenses; 3. Personnel relocations; 4. Automobile mileage within and around Marion County, Indiana; 5. Start-up costs, including, but not limited to, the cost of initial audits/assessments and Company

organizational expenses; 6. Indirect costs of Company's owners unrelated to the operation and management of the IMC; and 7. Other costs agreed upon by Authority and Company.

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SCHEDULE 4.02: Management Fee, Insurance Costs, and Personnel Costs

Due Date Management

Fee Insurance Costs Personnel Costs 3/14 4/14 5/14 6/14 7/14 8/14 9/14

10/14 11/14 12/14 1/15 2/15

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SCHEDULE 4.03: ADDITIONAL PERSONNEL / SUBCONTRACTING

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SCHEDULE 4.04 FACLITY MANAGEMENT INCENTIVE FEES: With agreement between Authority and Company on basis for measurement, Company will be allowed to develop and propose a base line report to be utilized to calculate incentive fees to Company. Examples to consider include: labor savings (budget to actual), initiatives creating cost savings, and operational cost strategies wherein capital costs are deferred or eliminated. In addition, the Authority is open to discussing a performance metric system made of particular subject matter that Company can be rewarded for achieving and/or exceeding goals. Examples include: unplanned power outages, exceeding MBE/WBE/VBE percentage goals, OSHA reportables, etc. On a quarterly basis, Company will have the opportunity to receive ___ percent (__%) of the documented annual savings. Payout will be on a quarterly basis.

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Attachment “C” AFFIDAVIT re Ind. Code § 22-5-1.7

STATE OF INDIANA ) ) SS: COUNTY OF __________________ ) _______________________________, having been duly sworn upon his/her oath, deposes and says that CONTRACTOR does not employ unauthorized aliens to the best of his/her knowledge and belief, and hereby signs this Affidavit where indicated below. ________________________________________ (Signature) Subscribed and sworn by me, a notary public in and for said County and State, on this ________ day of ______________________, 2014. Notary Public: ____________________________________ (Signature) My Commission Expires: My County of Residence: ____________________________________ _________________________________

Page 59 of 59

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