2-03 Exhibit 3 Sample Contract Agreement 0505-2026-08-RFP.pdf

Art Handling Services at LAX and VNY

SAMPLE ART HANDLING CONTRACT

CONTRACT BETWEEN THE CITY OF LOS ANGELES AND [CONSULTANT]

FOR ART HANDLING SERVICES AT LOS ANGELES INTERNATIONAL AIRPORT

AND VAN NUYS AIRPORT

THIS CONTRACT (“Contract”), made and entered into this ________ day of ___________, 2026 at Los Angeles, California, by and between the CITY OF LOS ANGELES, a municipal corporation and Charter City (“City”), acting by order of and through the Chief Executive Officer of the Department of Airports (also known as Los Angeles World Airports or “LAWA”), and [CONSULTANT], with its principal place of business located at __________________ ("Consultant").

R E C I T A L S

WHEREAS, LAWA desires to obtain various on-call art handling and care services for various art-related projects for the Los Angeles World Airports LAX Art Program at Los Angeles International Airport (“LAX”) and Van Nuys Airport (“VNY”)(collectively, “Airports”);

WHEREAS, LAWA issued a Request for Proposals (“RFP”) for the subject on-call art services entitled “Art Handling Services” (the "Project"); and

WHEREAS, LAWA is responsible for the management and administration of this Contract;

and

WHEREAS, LAWA selected Consultant based on the criteria set forth in the RFP; and

WHEREAS, Consultant represents that it is engaged, and expert in, the business of performing such services under the terms and conditions set forth herein; and

WHEREAS, LAWA will designate its representative(s) to work with Consultant, and thereupon it will be incumbent upon Consultant to, at all times, keep said LAWA representative(s) fully informed of all services-related activities;

NOW THEREFORE, in consideration of the terms, covenants and conditions hereinafter contained to be kept and performed by the respective parties hereto, IT IS MUTUALLY AGREED

AS FOLLOWS:

Section 1.0 Incorporation by Reference. It is expressly understood and agreed that the following exhibits have been marked, and are by this reference incorporated into and made a material part of this contract: Section 3 of the RFP titled “Scope of Services” has been marked Exhibit A; Cost Proposal has been marked Exhibit B; Cost Reimbursable Guidelines has been marked Exhibit C; First Source Hiring Program has been marked Exhibit D; and the Administrative

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Requirements have been marked Exhibit E. It is further expressly understood and agreed that, the remainder of LAWA’s RFP, including any Addenda thereto, is, by this reference, incorporated into and made a material part of this Contract as though fully set forth herein. Consultant expressly acknowledges that this Contract is based upon the performance requirements contained in the

RFP.

Section 2.0 Term of Contract.

2.1 The Term. Notwithstanding any other provision in this Contract, the term of this Contract shall be for a period of _______ year(s) commencing upon Consultant's receipt from LAWA of a Notice-to-Proceed (the “Term”) subject, however, to earlier termination as hereinafter specified in Section 22.0, Abandonment of Program and Cancellation of Contract or Suspension of Services.

2.2 Right to Terminate. LAWA may terminate this Contract without cause and without liability for damages, upon giving the Consultant a thirty (30) day advance written notice or as otherwise provided herein.

Section 3.0 Services to be Performed by Consultant.

3.1 Scope of Services. Consultant agrees to provide all services in strict compliance with Exhibit A, Scope of Services, under Section 3.B. titled “Professional Art Preparators – Installation and De-Installation of Medium – and Small-Scale Exhibitions of Rotating Temporary Artwork, including Fine Art Packing and Transportation” and Section 3.C. titled “Fine Art Packing, Transportation and Storage Providers” (collectively, “Services”). Section 3.A of Exhibit A is not within scope of services to be provided by Consultant under this Contract. All work shall be assigned in written Task Orders issued by LAWA and as may be further described in this Contract including all documents incorporated herein or that may be referenced.

3.2 Incidental Work. It is expressly understood and agreed that Consultant shall perform all incidental work required to complete the Services as described by Task Orders, including work for which no specific proposal item(s) was/were included, and/or including work which is required to furnish final, finished and detailed work consistent with and fulfilling the intent of the Contract Documents. All such incidental work shall not be considered extra work for which additional compensation can be claimed by Consultant.

3.3 Deliverables. In its performance of the Services, the Consultant agrees to provide any Deliverables defined in specific Task Orders to this Contract, and as may be further described in this Contract.

3.4 During the term of this Contract, Consultant shall, at all times, comply with all applicable laws, rules and regulations, of any and all City, State and Federal agencies, including, but not limited to, the Federal Aviation Administration (FAA), Transportation Security

SAMPLE ART HANDLING CONTRACT

Administration (TSA), the Department of Transportation (DOT), which may have jurisdiction over, or be concerned with, the programming and planning of Project tasks. Consultant shall work with LAWA in resolving any conflicting legal authorities and/or requirements: however, to the extent resolution of conflicts is not possible, LAWA’s determination will be final.

3.5 If a change in the applicable laws, rules or regulations causes an increase in the scope of work or services to be performed by Consultant pursuant to this Contract, then the parties hereto shall agree upon additional compensation, if any, to be paid to Consultant therefore, and this Contract shall be amended, if authorized, in writing, by LAWA prior to the performance by Consultant of said increased work or service.

Section 4.0 Task Orders.

4.1 Any Services to be provided by Consultant shall only be performed pursuant to Task Orders that provide a detailed description of either the services or tasks to be performed and the job classifications to be provided, the time frame for the work to be performed, the not to exceed amount to be charged, and any estimated expenses. The Consultant shall be compensated according to the Task Order and the guidelines established herein for the services provided.

4.2 Consultant shall provide a complete detailed proposal for each Task Order. The Task Order may be written to cover one or more job classifications from the attached list of positions in the Exhibit C, Rates Tables, or other job classification(s) as agreed to and approved by LAWA.

4.3 Task Orders and any and all amendments to Task Orders shall be in writing and signed by LAWA and the Consultant.

4.4 This is a non-exclusive Contract and the City and LAWA are only obligated to Consultant for the scope and amount authorized within any given executed Task Order.

Section 5.0 Time Periods for Completion of Consultant's Services.

5.1 It is understood and agreed that time is of the essence in the performance of each task(s), and phases within each task(s), under this Contract. The services and any defined deliverables shall be completed and delivered to LAWA in a prompt and timely fashion so as to permit the effective review and employment of the deliverables by LAWA during and throughout the performance of the Project.

5.2 The time during which Consultant is delayed in its work by the acts or neglect of LAWA, or by LAWA's employees or those under it by Contract or otherwise, by court order, by acts or failures to act of local, State and Federal Agencies, and the Airlines, or by acts of God which Consultant could not reasonably have foreseen and provided for, and which are not caused

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by, or the continuance of which are not due to, any fault or negligence on the part of Consultant, shall be added to the applicable period for completion of Consultant's services under this Contract, but LAWA shall not be liable to Consultant for any damages on account of any such delay(s).

Section 6.0 Payment for Services.

6.1 For all Services rendered under this Contract, all costs, direct or indirect, and all expenses incurred by Consultant pursuant to this Contract, LAWA shall pay Consultant, subject to the maximum hourly rates and cost schedules set forth in Exhibit B and Exhibit C attached hereto and incorporated herein, on either (1) a mutually agreed-upon lump sum basis, (2) a direct time and material basis, or (3) a fixed fee basis.

6.2 For all Services rendered under this Contract, all costs, direct or indirect, and all expenses incurred by Consultant pursuant to this Contract, the total compensation to be paid to the Consultant for all services rendered under this contract shall not exceed the total sum of _____________and 00/100 Dollars ($XXX,000.00).

6.3 LAWA, may add to the job classification(s), and or sub-consultants, listed on Exhibit B, indicating corresponding hourly rates for such additional personnel. Any such addition(s) of personnel, and/or of sub-consultants, shall not entitle Consultant to any additional compensation beyond what is specified in Subsections 6.1 and 6.2 herein.

6.4 LAWA reserves the right to request the use of specific billing templates supplied by LAWA and any additional substantiation regarding any request for payment if LAWA considers such additional substantiation to be in the best interests of LAWA. LAWA will process each request for payment, following LAWA’s normal procedure, upon approval of the request for payment by LAWA.

6.5 All payment requests submitted by Consultant for Services (performed by Consultant, its sub-consultants or both) shall be certified by a duly authorized and knowledgeable officer of Consultant in a statement containing the following:

"I certify, under penalty of perjury, under the laws of the State of California, that to the best of my knowledge and belief, the above bill/invoice is just, true and correct according to the terms of this Contract, and that payment therefore has not been received."

6.6 Consultant shall perform a thorough Quality Assurance (QA)/Quality Control (QC) of each monthly invoice prior to submitting the same to LAWA. Any errors discovered in the Consultants invoicing will be brought to the Consultant’s attention during the review cycle and the Consultant will be given a short time frame of approximately two (2) to three (3) days to correct any issues or provide adequate level of support documentation in order to keep the invoice in process. Should the correction not be made in the time specified, the charges will be removed and the invoices short paid. Should the charges be supported after the deadline, they may be

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resubmitted in the next month’s invoice for consideration; however, if deemed in error or unallowable a second time, the Consultant waives it right to payment for these charges.

6.7 Unless otherwise specifically directed by LAWA, Consultant shall submit all pertinent timesheets for itself, and for all sub-consultants, that relate to each of its submitted monthly invoice(s). Consultant shall also maintain, in a form subject to audit, and in accordance with generally accepted accounting principles, backup documentation to support all entries in each submitted billing statement. Such documentation shall be made available to LAWA, and to its duly authorized representative(s), upon request by LAWA.

6.8 LAWA shall not be required to make payments for work not yet performed, nor for work deemed unsatisfactory by LAWA. The parties agree that LAWA shall make the final determination as to when Consultant’s services, or any part thereof, have been satisfactorily performed or completed to justify release of any given payment to Consultant under this Contract.

6.9 Consultant agrees to offer LAWA any discount terms that are offered to its best customers for the goods and services to be provided herein, and apply such discount to payments made under this Contract which meet the discount term.

6.10 LAWA, the FAA, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records, of Consultant, and/or of sub-consultants, which are directly pertinent to this Contract, for the purpose of making audits, examinations, excerpts and transcriptions. Consultant shall maintain “records”, including, but not limited to, books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form, sufficient to properly reflect all costs claimed to have been incurred under this Contract. Consultant shall make available to LAWA and to the Comptroller General, upon request and within a reasonable time, such records, materials and other evidence described herein for examination, audit or reproduction. Such records related to this Contract work shall be maintained and made available by Consultant for three (3) years after final payment on, final termination settlement of, or final dispute resolution of, this Contract, whichever is later.

6.11 To the extent that an audit by the City, City’s independent auditors, Program Consultant, or their designees discloses excess charges inaccurately or improperly invoiced or allocated to this Contract by the Consultant or its sub-consultants, Consultant agrees to remit the amount of the overpayment to the City upon demand. If such audit discloses an overcharge of two percent (2%) or more of the total amount invoiced to the City for any year audited, and such audit is correct, Consultant shall pay the actual cost of such audit, which cost, in the case of audits conducted by City’s auditors or City using in house staff, shall be computed on the basis of two

(2) times the direct payroll of the audit staff completing the audit and audit report. Should audit disclose an underpayment to Consultant, City shall promptly remit the amount of the underpayment to the Consultant. The foregoing obligations to pay in the event of an overcharge do not apply to errors discovered in the processing of Applications for Payment in the ordinary

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course of business or to adjustments in the Consultant’s Rate in Exhibit “B”. Consultant shall include, in any and all sub-consultant agreements under this Contract that exceed One Hundred Thousand Dollars ($100,000.00), a provision setting forth the record retention requirements specified in this paragraph.

6.12 In the event LAWA has expressly allowed any sub-consultant(s) to perform any Services under this Contract, Consultant shall pay any sub-consultant, not later than seven (7) days after receipt of such payment from LAWA, the respective amounts allowed Consultant on account of the Services performed by the sub-consultant, to the extent such sub-consultants’ interest therein. In the even that there is a good faith dispute over all or any portion of the amount due on a payment from Consultant to a sub-consultant, the Consultant may withhold no more than one hundred fifty percent (150%) of the disputed amount. Consultant shall include this provision in all subcontracts.

6.13 If a necessary change causes an increase in the Scope of Work or Services to be performed by Consultant pursuant to this Contract, then the parties hereto shall first agree upon additional compensation, if any, to be paid to Consultant therefore, and this Contract shall be amended, in writing, prior to the performance by Consultant of said increased work or Services.

Section 7.0 Application for Payment.

7.1 Consultant shall submit a separate request for payment only on a monthly basis, or as directed by LAWA, for Services completed during the billing period. Each Request for Payment shall contain documentation acceptable to LAWA and the City. Such documentation shall include invoices for reimbursable expenses, applicable employee time sheets, identification of the scope of work completed, billing by personnel and job classifications and the applicable billing rates. Costs shall be broken down by direct labor costs, indirect field overhead rate, Fee, and other direct costs (ODCs). All requests for payments/invoices must be in accordance with Exhibit D, Cost Reimbursable Guidelines. Each Request for Payment shall also contain a cumulative total of all monthly billings, shall identify cost broken down per Task Order, Task Order authorization amount, the monthly billing applicable to each Task Order, and a cumulative total applicable to each Task Order.

7.2 The Consultant shall also submit with each monthly Requests for Payment, a print out of its B2G “Contract Audit Summary” (“B2G”) or, for Contracts not utilizing B2G, a "Subcontractor’s Small/Minority/Women/Disadvantaged Business Utilization Form.” The failure to submit said documentation with the Request for Payment, will result in delaying the processing of said Request for Payment.

7.3 LAWA reserves the right to require additional substantiation regarding any Request for Payment if LAWA considers such additional substantiation to be in the best interest of LAWA. LAWA shall process the Request for Payment, following LAWA's normal procedure, upon approval of said request by LAWA.

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7.4 The parties agree that time is of the essence in the submission of any charge, invoice or Request for Payment and agree that, as a condition precedent to Consultant’s right to payment, Consultant shall submit any charge, invoice or Request for Payment no later than one hundred twenty (120) days from the last date of service for which payment is sought. The parties agree that Consultant waives its right to payment for any charge, invoice or Request for Payment submitted more than one hundred twenty (120) days from the last date of services for which payment is sought.

Section 8.0 Standard of Care.

8.1 Consultant’s services rendered in the performance of this Contract shall conform to the generally accepted professional standards of a specialist who provides professional services for major international airports of the type, scope, quality and complexity described in the Scope of Services.

8.2 Consultant shall assure the standard of care provided for is met by providing effective supervision and peer review as necessary to provide for quality control and quality assurance of the design.

8.3 Consultant shall, at its own expense, promptly correct each and every design error and/or omission for which it is responsible, whether or not the result of failure to meet the standard of care, and whether committed by it or a subconsultant or sub-subconsultant of it. Consultant’s obligation in this regard is in addition to all other legal and contractual obligations of Consultant.

Section 9.0 Notices.

9.1 Notice to the City. Written notices to LAWA hereunder, with a copy to the City Attorney of the City of Los Angeles, Airport Division, shall be given by registered or certified mail, postage prepaid, and addressed to:

Department of Airports Office of City Attorney 1 World Way 1 World Way Post Office Box 92216 P.O. Box 92216 Los Angeles, CA 90009-2216 Los Angeles, CA 90009-2216 or to such other address as LAWA may designate by written notice to Contractor.

9.2 Notice to Consultant. Written notices to Consultant hereunder shall be given by registered or certified mail, postage prepaid, and addressed to:

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Company Name Attn: __________ Address City State Zip Code or to such other address as Consultant may designate by written notice to City.

9.3 The execution of any notice(s) by the CEO shall be effective as to Consultant as if said notice(s) were executed by the Board, or by Resolution or Order of said Board, and Consultant shall not question the authority of the CEO to execute any such notice(s).

9.4 All such notices, except as otherwise provided herein, may either be delivered personally to the CEO, with a copy to the Office of the City Attorney, Airport Division, in the one case, or to Consultant in the other case, or may be deposited in the United States mail, properly addressed as aforesaid, with postage fully prepaid, by certified or registered mail, return receipt requested, and shall be effective five (5) days after deposit in the mail.

Section 10.0 Insurance.

10.1 Consultant shall procure at its expense, and keep in effect at all times during the term of this Contract, the types and amounts of insurance specified in Exhibit E Administrative Requirements, for Los Angeles World Airports, attached hereto and incorporated by reference herein. The specified insurance (except for Workers’ Compensation and Employers’ Liability) shall also, by endorsement to the policies, include and insure City, its Department of Airports, its Board and all of City’s officers, employees and agents, their successors and assigns, as additional insureds, against the areas of risk described on Insurance Requirements for Los Angeles World Airports hereof with respect to Consultant’s acts or omissions in its operations, use, and occupancy of the Airports owned and operated by LAWA or other related functions performed by or on behalf of Consultant in, on or about the Airport.

10.2 Waiver of Subrogation. For Commercial General Liability Insurance, Workers' Compensation Insurance, and Employers’ Liability Insurance, the insurer shall agree to waive all rights of subrogation against LAWA for Losses arising from activities and operations of Consultant insured in the performance of Services under this Contract.

10.3 Sub-Consultants. Consultant shall include all of its sub-consultants as insureds under its policies and shall furnish separate certificates and endorsements for each sub-consultant. All coverages for sub-consultants shall be subject to all of the requirements stated herein unless otherwise agreed to in writing by the CEO and approved as to form by the City Attorney.

10.4 Each specified insurance policy (other than Workers’ Compensation and Employers’ Liability) shall contain a Severability of Interest (Cross Liability) clause which states, SAMPLE ART HANDLING CONTRACT

“It is agreed that the insurance afforded by this policy shall apply separately to each insured against whom claim is made, or suit is brought, except with respect to the limits of the company’s liability.” Additionally, Consultant’s Commercial General Liability policy (“Policy”) shall provide Contractual Liability Coverage, and such insurance as is afforded by the Policy shall also apply to the tort liability of the City assumed by the Consultant under this Contract.

10.5 All such insurance shall be primary and noncontributing with any other insurance held by LAWA where liability arises out of, or results from, the acts or omissions of Consultant, its agents, employees, officers, invitees, assigns, or any person or entity acting for, or on behalf of, Consultant.

10.6 Such policies may provide for reasonable deductibles and/or retentions acceptable to LAWA, based upon the nature of Consultant’s operations and the type of insurance involved.

10.7 LAWA shall have no liability for any premiums charged for such coverage(s). The inclusion of City, LAWA, its Board, and all of its officers, employees and agents, and their agents and assigns, as additional insureds, is not intended to, and shall not, make them, or any of them, a partner or joint venture of Consultant in its operations at the Airports.

10.8 In the event Consultant fails to furnish LAWA evidence of insurance, or to maintain the insurance as required under this Section, LAWA, upon ten (10) days’ prior written notice to Consultant of its intention to do so, shall have the right to secure the required insurance at the cost and expense of Consultant, and Consultant agrees to promptly reimburse LAWA for the cost thereof, plus fifteen percent (15%) for administrative overhead.

10.9 At least ten (10) days prior to the expiration date of any of the above policies, documentation showing that the insurance coverage has been renewed or extended shall be filed with the LAWA. If any such coverage is cancelled or reduced, Consultant shall, within fifteen (15) days of such cancellation or reduction of coverage, file with LAWA evidence that the required insurance has been reinstated, or is being provided through another insurance company or companies.

10.10 Consultant shall provide proof of all specified insurance and related requirements to LAWA either by production of the actual insurance policy(ies), by use of LAWA’s own endorsement form(s), by broker’s letter acceptable to LAWA in both form and content in the case of foreign insurance syndicates, or by other written evidence of insurance acceptable to LAWA.

The documents evidencing all specified coverages shall be filed with LAWA prior to the Consultant performing the Services hereunder. Such documents shall contain the applicable policy number(s), the inclusive dates of policy coverage(s), the insurance carrier’s name(s), and they shall bear an original or electronic signature of an authorized representative of said carrier(s), and they shall provide that such insurance shall not be subject to cancellation, reduction in coverage or non-renewal, except after the carrier(s) and the Consultant provide actual, written notice (by

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Certified Mail) to the City Attorney of the City of Los Angeles at least thirty (30) days prior to the effective date thereof.

10.11 LAWA and Consultant agree that the insurance policy limits specified in this Section shall be reviewed for adequacy annually throughout the term of this Contract by LAWA, who may thereafter require Consultant to adjust the amount(s) of insurance coverage(s) to whatever amount(s) LAWA deems to be adequate. LAWA reserves the right to have submitted to it, upon request, all pertinent information about the agent(s) and carrier(s) providing such insurance.

Section 11.0 City Held Harmless.

11.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold harmless City and any and all of City’s boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Consultant and/or Consultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Consultant and/or Consultant’s agents or employees), or for damage to, or destruction of, any property (including property of Consultant and/or Consultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Consultant’s and/or sub-consultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Consultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract.

11.2 In addition, and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and

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attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement.

11.3 In Consultant’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

11.4. Survival of Indemnities. The provisions of this Section 11.0 shall survive the termination of this Contract.

Section 12.0 Hazardous Materials and Other Regulated Substances. Consultant shall not be held responsible for the presence or remediation of asbestos, asbestos-related materials, or any other hazardous substance, in any form whatsoever, as such materials and substances are defined by the Environmental Protection Agency or any other public authority, found on any property or structure that is the subject of services performed by Consultant under this Contract.

Section 13.0 Intellectual Property Ownership and Rights.

13.1 Ownership. All Work Products originated and prepared by Consultant or its sub-consultant of any tier under this Contract shall be and remain the property of LAWA for its use in any manner it deems appropriate; provided, however, that any use unintended under this Contract, or modification or alteration of the Work Products without the direct involvement of the Consultant shall be without Liability to Consultant. Work Products are all works, tangible or not, created under this Contract for LAWA including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas, matters and combinations thereof, and all forms of intellectual property therein. To the extent applicable under the U.S. Copyright Act, all works created by Consultant under this Contract are work-made-for-hire created for the sole benefit and ownership of LAWA. Consultant hereby assigns, and agrees to assign to LAWA, all goodwill, copyrights and trademarks in all Work Products originated and prepared by Consultant under this Contract. Consultant further agrees to execute any documents necessary for LAWA to perfect, memorialize, or record LAWA’s ownership of rights provided herein. This paragraph shall survive expiration or termination of this Contract.

13.2 Obligations on Sub-Consultant. Any sub-contract entered into by Consultant relating to this Contract, to the extent allowed hereunder, shall include a like provision (on LAWA’s ownership in Work Products) for work to be performed under this Contract to Contractually bind or otherwise oblige its sub-consultants performing work under this Contract such that LAWA’s ownership rights of all Work Products are preserved and protected as intended herein. Failure of

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Consultant to comply with this requirement or to obtain the compliance of its sub-consultant with such obligations shall subject Consultant to all remedies allowed under law and termination of this Contract.

13.3 Use of Work Products by Third Parties. Consultant shall not make available, provide or disclose any Work Product to any third party without prior written consent of LAWA.

13.4 No Transfer of Pre-Existing Intellectual Property. Nothing herein may be construed to transfer to LAWA any ownership, interest or right in any of the Consultant’s intellectual property, trade secrets or know-how that is pre-existing before commencement of this Contract, or that is derived independent of Consultant’s performance of this Contract.

13.5 Non-Infringement Warranty. Consultant hereby represents and warrants that performance of all obligations under this Contract does not infringe in any way, directly or contributory, upon any third party’s intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, right of publicity and proprietary information. This section shall survive expiration or termination of this Contract.

13.6 Indemnification of Third Party Intellectual Property Infringement Claims.

Consultant will defend at its sole expense and hold harmless in any infringement claim, demand, proceeding, suit or action ("Action"), LAWA, its Board, its commissioners, officers, directors, agents, employees, or affiliates ("LAWA Defendants") for any infringement or violation, actual or alleged, direct or contributory, intentional or otherwise, of any intellectual property rights, including patents, copyrights, trade secrets, trademarks, service marks, ideas, concepts, themes, methods, algorithms and other proprietary information or rights (collectively “Intellectual Property rights” hereinafter), (1) on or in any design, medium, matter, plant, article, process, method, application, equipment, device, instrumentation, software, hardware, or firmware used by the Consultant or sub-consultants in performing the work under this Contract; or (2) as a result of LAWA’s actual or intended use of any Work Product furnished by Consultant and/or sub-consultant under the Contract. Consultant also shall indemnify LAWA against any loss, cost, expense, liability, and damages awarded against LAWA or settlement as a consequence of such Action. Under no circumstances is Consultant liable under this sub-section to defend and hold LAWA harmless, where LAWA licenses or sublicenses for profit any of the intellectual property rights in the Work Product to a third-party whose use of the intellectual property gives rise to the alleged infringement and whose use is not in any way part of the intended use for the benefit of LAWA under this Contract.

13.7 In Consultant’s defense of LAWA Defendants, negotiation, compromise, and settlement of any such infringement Action, LAWA shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

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13.8 Where any Work Product furnished by Consultant is in a form of software or firmware (“Vehicle”), and if any part of the such Vehicle (a) becomes the subject of an Action, (b) is adjudicated as infringing a third party’s Intellectual Property right, or (c) has its use enjoined or license terminated; Consultant shall, with LAWA’s consent, do one of the following immediately.

Consultant shall at its expense either:

i) Procure for LAWA the right to continue using said part of the Vehicle; OR

ii) Replace the Vehicle with a functionally equivalent, non-infringing product.

Exercise of any of the above-mentioned options shall not cause undue business interruption to LAWA or diminish the intended benefits and use of the Work Product by LAWA under the specifications herein.

13.9 Rights and remedies available to LAWA hereinabove shall survive the expiration or other termination of this Contract. Further, the rights and remedies are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the City of Los Angeles. This Paragraph shall survive the expiration or other termination of this Contract.

13.10 Consultant’s Trade Secrets. Trade Secrets, as used in this Contract, are defined in California Government Code Section 6254.7 and California Evidence Code Section 1061(a)(1) and may include, but are not limited to, any formula, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to certain individuals within a commercial concern who are using it to fabricate, produce, or compound an article of trade or a service having commercial value and which gives its user an opportunity to obtain a business advantage over competitors who do not know or use

it. No Work Products or deliverables created and delivered to LAWA under this Contract may constitute Trade Secrets of Consultant.

13.11 Consultant hereby stipulates that LAWA is not nor expected to be in possession of any of Consultant’s Trade Secrets. In the unlikely event that Consultant reveals any of its Trade Secrets (that is so marked conspicuously on every page) to LAWA to further the intent and purpose of this Contract and so notifies LAWA in writing that it has revealed its Trade Secrets to LAWA, then LAWA agrees to notify Consultant of any request made pursuant to the California Public Records Act, Cal. Gov. Code, § 6250 et seq., ("CPRA") that includes Consultant's Trade Secrets. LAWA may disclose any of Consultant's Trade Secrets if Consultant does not object in writing to LAWA after ten (10) calendar days from the notice mailing date by LAWA to Consultant of the CPRA request.

13.12. Unless expressly stated otherwise, for all pre-existing third-party and Consultant’s intellectual property (if any), including software, required to operate or use any Work Product delivered by Consultant, Consultant hereby grants and will cause others to grant LAWA (including

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its agents and consultants) a royalty-paid, perpetual, irrevocable license to use such pre-existing intellectual property internally by LAWA (including its agents and consultants).

Section 14.0 Independent Contractor. In furnishing the services provided for herein, Consultant is acting as an independent contractor, is to furnish such services in its own manner and method, and is in no respects to be considered an officer, employee, servant or agent of

LAWA.

Section 15.0 Nondiscrimination and Equal Employment Practices/Affirmative Action Program.

15.1 During the term of this Contract, Consultant agrees and obligates itself in the performance of this Contract not to discriminate against any employee or applicant for employment because of the employee's or applicant's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, marital status, domestic partner status, or medical condition. Consultant shall take affirmative action to ensure that applicants for employment are treated, during the term of this Contract, without regard to the aforementioned factors and Consultant shall comply with the affirmative action requirements of Los Angeles Administrative Code Sections 10.8, et seq., or any successor ordinances or laws pertaining to discrimination.

15.2 During the performance of this Contract, Consultant agrees to comply with Section

10.8.3 of the Los Angeles Administrative Code ("Equal Employment Practices"), including any future amendments thereto, which is incorporated herein by this reference. By way of specification, but not limitation, pursuant to Sections 10.8.3.E and 10.8.3.F of said Administrative Code, the failure of Consultant to comply with the Equal Employment Practices provisions of this Contract may be deemed to be a material breach of this Contract. No such finding shall be made, nor penalties assessed, except upon a full and fair hearing after notice and an opportunity to be heard has been provided to Consultant. Upon a finding duly made that Consultant has failed to comply with said Equal Employment Practices provisions of this Contract, this Contract may be forthwith terminated, cancelled or suspended.

15.3 During the performance of this Contract, Consultant agrees to comply with Section

10.8.4 of the Los Angeles Administrative Code ("Affirmative Action Program"), including any future amendments thereto, which is incorporated herein by this reference. By way of specification, but not limitation, pursuant to Sections 10.8.4.E and 10.8.4.F of said Administrative Code, the failure of Consultant to comply with the Affirmative Action Program provisions of this Contract may be deemed to be a material breach of this Contract. No such finding shall be made, nor penalties assessed, except upon a full and fair hearing after notice and an opportunity to be heard has been provided to Consultant. Upon a finding duly made that Consultant has failed to comply with the Affirmative Action Program provisions of this Contract, this Contract may be forthwith terminated, cancelled or suspended.

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15.4 All subcontracts awarded under this Contract shall contain similar provisions and Consultant shall require each of its sub-consultants to complete a like certification and to submit to it an Affirmative Action Plan acceptable to LAWA.

15.5 Consultant also agrees to comply with the provisions of Article 3 of Chapter 1, Part 7, Division 2 of the Labor Code of the State of California, and with all other applicable statutes, ordinances, and regulations relative to employment, wages, and hours of labor.

Section 16.0 First Source Hiring Program for Airport Employers (LAX Only).

Consultant shall comply with the applicable provisions of the First Source Hiring Program adopted by the Board. The rules, regulations, requirements, and penalties of the First Source Hiring Program are attached hereto as Exhibit D and made a material term of this Contract. Consultant shall be an “Airport Employer” under the First Source Hiring Program.

Section 17.0 Living Wage and Worker Retention Requirements.

17.1 Living Wage Ordinance. Consultant expressly agrees, as a part of its obligations under this Contract, to comply with the terms of the Living Wage Ordinance as set forth in Los Angeles Administrative Code Section 10.37, et seq., including any future amendments thereto.

17.1.1 General Provisions: Living Wage Policy. This Contract is subject to the Living Wage Ordinance ("LWO") (Section 10.37, et seq., of the Los Angeles Administrative Code, which is incorporated herein by this reference. The LWO requires that, unless specific exemptions apply, any employees of service contractors who render services that involve an expenditure in excess of twenty-five thousand dollars ($25,000) and a contract term of at least three months are covered by the LWO if any of the following applies: (1) at least some of the services are rendered by employees whose work site is on property owned by the City, (2) the services could feasibly be performed by employees of the City if the awarding authority had the requisite financial and staffing resources, or (3) the designated administrative agency of the City has determined in writing that coverage would further the proprietary interests of the City. Employees covered by the LWO are required to be paid not less than a minimum initial wage rate, as adjusted each year. The LWO also requires that employees be provided with at least twelve (12) compensated days off per year for sick leave, vacation, or personal necessity at the employee's request, and at least ten (10) additional days per year of uncompensated time pursuant to Section 10.37.2(b). The LWO requires employers to inform employees making less than twelve dollars ($12) per hour of their possible right to the federal Earned Income Tax Credit ("EITC") and to make available the forms required to secure advance EITC payments from the employer pursuant to Section

10.37.4. Consultant shall permit access to work sites for authorized City representatives to review the operation, payroll, and related documents, and to provide certified copies of the relevant records upon request by the City. Whether or not subject to the LWO, Consultant shall not retaliate against any employee claiming non-compliance with the provisions of the LWO, and, in addition, pursuant to Section 10.37.6(c), Consultant agrees to comply with federal law prohibiting retaliation for union organizing.

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17.1.2 Living Wage Coverage Determination. An initial determination has been made that this is a service contract under the LWO and that it is not exempt from coverage by the LWO. Determinations as to whether this Contract is a service contract covered by the LWO, or whether an employer or employee are exempt from coverage under the LWO are not final, but are subject to review and revision as additional facts are examined and/or other interpretations of the law are considered. In some circumstances, applications for exemption must be reviewed periodically. The City shall notify Consultant in writing about any redetermination by the City of coverage or exemption status. To the extent Consultant claims non-coverage or exemption from the provisions of the LWO, the burden shall be on Consultant to prove such non-coverage or exemption.

17.1.3 Compliance; Termination Provisions And Other Remedies: Living Wage Policy. If Consultant is not initially exempt from the LWO, Consultant shall comply with all of the provisions of the LWO, including payment to employees at the minimum wage rates, effective on the Execution Date of this Contract, and shall execute the Declaration of Compliance Form attached to this Contract, contemporaneously with the execution of this Contract. If Contractor is initially exempt from the LWO, but later no longer qualifies for any exemption, Contractor shall, at such time as Contractor is no longer exempt, comply with the provisions of the LWO and execute the then currently used Declaration of Compliance Form, or such form as the LWO requires. Under the provisions of Section 10.37.6(c) of the Los Angeles Administrative Code, violation of the LWO shall constitute a material breach of this Contract and the City shall be entitled to terminate this Contract and otherwise pursue legal remedies that may be available, including those set forth in the LWO, if the City determines that Consultant violated the provisions of the LWO. The procedures and time periods provided in the LWO are in lieu of the procedures and time periods provided elsewhere in this Contract. Nothing in this Contract shall be construed to extend the time periods or limit the remedies provided in the LWO.

17.1.4 Sub-Consultant Compliance. Consultant agrees to include in every subcontract involving this Contract entered into between Consultant and any subcontractor, a provision pursuant to which such subcontractor (A) agrees to comply with the LWO and the Worker Retention Ordinance (“WRO”) with respect to this Contract; (B) agrees not to retaliate against any employee lawfully asserting noncompliance on the part of the subcontractor with the provisions of either the LWO or the WRO; and (C) agrees and acknowledges that City, as the intended third-party beneficiary of this provision may (i) enforce the LWO and the WRO directly against the subcontractor with respect to this Contract, and (ii) invoke, directly against the subcontractor with respect to this Contract, all the rights and remedies available to the City under Section 10.37.5 of the LWO and Section 10.36.3 of the WRO, as same may be amended from time to time.

17.2 Worker Retention Ordinance. This Contract may be subject to the WRO (Section 10.36, et seq, of the Los Angeles Administrative Code), which is incorporated herein by this reference. If applicable, Consultant must also comply with the WRO which requires that, unless

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specific exemptions apply, all employers under contracts that are primarily for the furnishing of services to or for the City and that involve an expenditure or receipt in excess of $25,000 and a contract term of at least three (3) months, shall provide retention by a successor contractor for a ninety-day (90-day) transition period of the employees who have been employed for the preceding twelve (12) months or more by the terminated contractor or subcontractor, if any, as provided for in the WRO. Under the provisions of Section 10.36.3(c) of the Los Angeles Administrative Code, the City has the authority, under appropriate circumstances, to terminate this Contract and otherwise pursue legal remedies that may be available if the City determines that the subject contractor violated the provisions of the WRO.

Section 18.0 Equal Benefits Ordinance (EBO).

18.1 Unless otherwise exempt in accordance with the provisions of the Equal Benefits ("EBO") Ordinance, this Contract is subject to the applicable provisions of EBO Section 10.8.2.1 of the Los Angeles Administrative Code, as amended from time to time.

18.2 During the term of this Contract, Consultant certifies and represents that the Consultant will comply with the EBO. Furthermore, Consultant agrees to post the following statement in conspicuous places at its place of business available to employees and applicants for employment:

“During the term of a Contract with the City of Los Angeles, the Consultant will provide equal benefits to employees with spouses and its employees with domestic partners.

Additional information about the City of Los Angeles' Equal Benefits Ordinance may be obtained from the Department of Public Works, Bureau of Contract Administration, Office of Contract Compliance at (213) 847-6480.”

Section 19.0 Child Support…