-1-

2024 JOC Contract [Sample] Doc. #9650745 v. 1 .

CONTRACT BETWEEN THE CITY OF LOS ANGELES AND

[CONTRACTOR’S NAME] FOR MISCELLANEOUS CONSTRUCTION VIA JOB

ORDER CONTRACTING AT LOS ANGELES INTERNATIONAL AIRPORT

AND VAN NUYS AIRPORT

THIS CONTRACT (“Contract”), made and entered into this ________ day of

_______________, 2024, in Los Angeles, California by and between the CITY OF LOS ANGELES, a municipal corporation and charter city (the “City”), acting by order of and through its Board of Airport Commissioners (the "Board") of the Department of Airports (also known as Los Angeles World Airports or “LAWA”), and [CONTRACTOR’S NAME], with its principal place of business located in [Contractor’s Principal Place of Business] (“Contractor”). The City and Contractor are hereinafter referred to in this Contract individually as a “Party” and collectively as the “Parties”.

R E C I T A L S

WHEREAS, pursuant to City Ordinance Number 181968 dated December 16, 2011, as amended by City Ordinance Number 184402 dated June 29, 2016, LAWA established a Job Order Contracting (“JOC”) program (“JOC Program”), as a means to expedite small scale construction and facilities improvement projects; and

WHEREAS, LAWA, by action of the Board, approved and authorized the issuance of a

"Request For Proposals" including attachments (Project Conditions, Project Requirements, Project Specifications and Gordian Job Order Contracting Core™) and agenda thereto entitled “Miscellaneous Construction via Job Order Contracting (JOC) for Los Angeles World Airports” (collectively, “RFP”) to solicit submissions for qualified firms; and

WHEREAS, in response to said RFP and attachments, Contractor submitted a proposal, which LAWA determined made it one (1) of the two (2) best qualified contractors to perform the services associated with construction via the JOC Program, with the lowest ultimate cost to the City; and

WHEREAS, Contractor is engaged in the business of providing JOC construction services of the type sought by LAWA; and

WHEREAS, the Board has now authorized the award of a contract for miscellaneous construction via Job Order Contracting;

NOW THEREFORE, that for and 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:

-2-

Doc. #9650745 v. 1 .

Section 1.0 Definitions.

It is understood that when the following words and phrases are used herein, each shall have the meaning set forth as follows:

BOARD: The Board of Airport Commissioners of the City of Los Angeles

CITY: City of Los Angeles

CONTRACTOR: The person or firm or corporation with whom the City has entered into an agreement for JOC related construction work or services.

LAWA: Los Angeles World Airports, or Department of Airports, City of Los

Angeles

LAX: Los Angeles International Airport

VNY: Van Nuys Airport

COEFFICIENT: A numerical factor that is applied to the JOC System (see definition below) to arrive at contractual unit prices that represent Contractor total costs (including, but not limited to, direct and indirect costs, expenses, sale tax, profit, etc.) and other adjustments for market conditions. Task order pricing is derived from these unit prices.

TASK ORDER: A document issued to Contractor by LAWA to approve specific work under the Contract.

CEO: The Chief Executive Officer of LAWA or his or her designee.

PROJECT: Miscellaneous construction via Job Order Contracting.

SERVICES: All JOC Contractor services and other technical services required for the

Project, as defined in the attached RFP and specifically described in the Task Orders issued by LAWA to the Contractor, including all incidental work required to complete the services required for the Project.

JOC SYSTEM: The software program and task pricing basis for all Task Orders. For this contract the JOC System will be the Gordian Job Order Contracting Core™, using the RS Means Construction Procurement Catalog.

-3-

Doc. #9650745 v. 1 .

Section 2.0 Incorporation by Reference.

It is expressly understood and agreed by the Parties that the RFP and any addenda thereto, this Contract with attached exhibits, the General Conditions, Special Conditions, Administrative Requirements, Insurance Requirements, Project Requirements (Division 1), Technical Specifications, and any Task Order(s) issued by LAWA to Contractor pursuant to this Contract, including any negotiated terms for such Task Order(s)(collectively, “Contract Documents”), and any document referenced in said Contract Documents, are hereby incorporated by this reference as though specifically set forth herein and shall constitute and are hereby made a material part of this Contract, and each of the Parties does hereby expressly covenant and agree to carry out and fully perform each and all of the provisions of said documents upon its part to be performed. (The Contract Documents have been collectively marked as Exhibit A and attached hereto.) It is further expressly understood and agreed that the coefficients applicable to this Contract have been marked as Exhibit B and are attached hereto and are incorporated into and made a material part of this Contract. Contractor also expressly acknowledges that this Contract is based upon the performance requirements contained in the Contract Documents.

Section 3.0 Term of Contract.

The term of this Contract shall be for a period of three (3) years (the “Term”) commencing upon Contractor’s receipt from LAWA of a Notice-to-Proceed subject, however, to earlier termination as hereinafter specified in Section 24.0 Abandonment of Project and Cancellation of Contract or Suspension of Services. LAWA may terminate this Contract without cause and without liability for damages, upon giving the Contractor a thirty (30) day advance written notice or as otherwise provided herein.

Section 4.0 Scope of Work.

4.1 Contractor agrees to furnish all labor, materials and equipment, and to perform all work required, to completely construct, in a final and finished state, the Project defined in the individual Task Orders issued by LAWA, in strict compliance with the Contract Documents.

4.2 It is expressly understood and agreed that Contractor’s coefficient shall include all costs required for the Contractor to perform all essential and all incidental work required to complete the Project defined in the individual Task Order, including all work required to furnish a final finished detailed Project consistent with, and fulfilling, the intent of the Task Order and the Contract Documents. All such incidental work shall not be considered extra work for which additional compensation can be claimed by Contractor.

4.3 In its performance of the Task Orders, the Contractor agrees to provide deliverables defined in specific Task Orders to this Contract, and as may be further described in this Contract.

4.4 During the term of this Contract, Contractor shall, at all times, comply with all applicable laws, rules and regulations, of any and all City, State and Federal agencies including, -4-

Doc. #9650745 v. 1 .

but not limited to, the Federal Aviation Administration (FAA), the Transportation Safety Administration (TSA), the Department of Transportation (DOT) and the Los Angeles Department of Building and Safety, which may have jurisdiction over, or be concerned with, the programming and planning of the JOC Program tasks/Projects. Contractor shall work with the City in resolving any conflicting legal authorities and/or requirements; however, to the extent resolution of conflicts is not possible, the City’s determination will be final.

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

Section 5.0 Task Orders.

5.1 Construction services to be provided by Contractor shall only be performed pursuant to Task Orders that provide a detailed description of either the specific services or tasks to be performed, the personnel to be assigned, the time frame for the work/services to be performed, and the lump sum amount to be charged by Contractor, based on the contractual pricing of the JOC System and application of coefficients.

5.2 All personnel to be assigned to work under this Contract shall be authorized through the use of a written Task Order and compensated according to the guidelines herein for the services provided.

5.3 Contractor shall provide a complete detailed proposal, including a scope of work and price detail, for each Task Order. The Task Order shall reflect the prices in the JOC System and one or more Contractor coefficients, as appropriate, from the attached list of coefficients in Exhibit B attached hereto. It is understood that the only Contractor compensation is for Task Orders approved for execution by LAWA, and that some Task Order proposals may not be approved.

5.4 Task Orders, and any and all amendments to Task Orders, shall be in writing and signed by the CEO and Contractor.

5.5 The maximum amount LAWA will pay Contractor on any Task Order is Seven

Hundred Fifty Thousand and 00/100 Dollars ($750,000.00).

5.6 This is a non-exclusive contract and the City and LAWA are only obligated to

Contractor for the scope and amount authorized within any given executed Task Order and/or any duly executed Amendment thereto. The City and LAWA reserve the right to award additional contracts, including JOC construction contracts (“Parallel JOC Contracts”), with other contractors during the term of this Contract.

-5-

Doc. #9650745 v. 1 .

Section 6.0 Time Periods for Completion of Services.

6.1 It is understood and agreed that time is of the essence in the performance of every

Task Order issued by LAWA, and phases within each Task Order, 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. The time of completion of each Task Order shall not exceed the mutually agreed upon time of completion stated in the Task Order Notices to Proceed, unless that time of completion is modified in writing by LAWA.

6.2 The time during which Contractor is delayed in its work by the acts or neglect of

City, or by City’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/or the airlines, or by acts of God, which Contractor could not have reasonably foreseen and provided for, and which are not caused by, or the continuance of which are not due to, any fault or negligence on the part of Contractor, shall be added to the applicable period for completion of Contractor’s services under this Contract, but City shall not be liable to Contractor for any damages on account of any such delay(s).

Section 7.0 Contract Price.

7.1 LAWA shall pay Contractor for Task Orders issued under this indefinite delivery, indefinite quantity contract based on the lump sum indicated in the Task Order for the scope of work delineated therein. LAWA shall pay Contractor for its performance under the Contract at the times and in the manner specified in the Contract Documents.

7.2 For all labor, materials, equipment, products and services rendered, for all costs, direct or indirect, and for all expenses incurred by Contractor pursuant to this Contract under all Task Orders, the total compensation to be paid to Contractor, together with such amounts paid or payable by LAWA to other contractors under the terms of any Parallel JOC Contract(s), shall not exceed the total sum of Six Million and 00/100 Dollars ($6,000,000.00). Contractor shall submit to LAWA requests for payment of the amount(s) due, upon completion to LAWA's satisfaction of the work specified for each Task Order. City shall pay Contractor for its performance under this Contract the sum hereinabove set forth, at the times and in the manner specified, if so, in the Specifications and Conditions of the aforesaid RFP.

7.3 Contractor shall promptly pay, when due, any and all amounts payable for labor and material furnished in the performance of this Contract, so as to prevent or make unnecessary the filing of any claim, lien, or notice to withhold, as provided under and by virtue of the applicable provisions of the California Civil Code (commencing with Section 9000), and Contractor shall promptly pay all amounts due under the Unemployment Insurance Act with respect to such work or labor.

Section 8.0 Standards for Performance of Services.

-6-

Doc. #9650745 v. 1 .

8.1 Contractor’s services rendered in the performance of this Contract shall conform to the generally accepted professional standards of a specialist who provides construction services for major international airports of the type, scope, quality and complexity described in the RFP and required under the JOC Program.

8.2 Contractor shall assure the standard of care provided is met by providing effective supervision and peer review as necessary to provide for quality control and quality assurance of the work performed and services provided hereunder.

8.3 Contractor shall, at its own expense, promptly correct each and every 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 subcontractor of it. Nothing contained herein precludes Contractor from requiring subcontractor to promptly correct any such error or omission attributable to it. Contractor’s obligation in this regard is in addition to all other legal and contractual obligations of Contractor.

Section 9.0 Independent Contractor.

9.1 It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, joint venturer or partner of City or LAWA. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City or LAWA, or between Contractor and any official, agent, or employee of City or LAWA. Both parties acknowledge that Contractor is not an employee of City or LAWA.

9.2 Contractor shall retain the right to perform services for others during the term of this Contract, unless specified to the contrary herein or prohibited by conflict of interest or ethics laws, regulations, or professional rules of conduct.

Section 10.0 Notices.

10.1 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 Maintenance Airports II Department of Airports 7307 World Way West 1 World Way Los Angeles, CA 90045 P.O. Box 92216 Los Angeles, CA 90009-2216

-7-

Doc. #9650745 v. 1 .

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

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

[Insert Contractor’s Contact Info.] or to such other address as Contractor may designate by written notice to City.

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

10.4 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 Contractor 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 calendar (5) days after deposit in the mail.

Section 11.0 Insurance.

11.1 Contractor shall maintain at its expense, and keep in effect at all times during the term of this Contract, the types and amounts of insurance specified in Administrative Requirements, Insurance Requirements for Los Angeles World Airport, included in Exhibit A hereto and incorporated by reference herein. The specified insurance (except for Workers’ Compensation and Professional Liability) shall also, by endorsement to the policies, include and insure City, LAWA, the 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 LAWA with respect to Contractor’s acts or omissions in its operations, use, and occupancy of the Airport owned and operated by LAWA or other related functions performed by or on behalf of Contractor in, on or about the Airport.

11.2 Waiver of Subrogation. For commercial general liability insurance, Workers' Compensation insurance, and Professional Liability insurance, the insurer shall agree to waive all rights of subrogation against LAWA for Losses arising from activities and operations of Contractor insured in the performance of services under this Contract.

11.3 Subcontractors. Contractor shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements

-8-

Doc. #9650745 v. 1 .

stated herein unless otherwise agreed to in writing by the LAWA’s CEO and approved as to form by the City Attorney.

11.4 Each specified insurance policy (other than Workers’ Compensation and Professional Liability) shall contain a Severability of Interest (Cross Liability) clause which states, “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, Contractor’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 Contractor under this Contract.

11.5 All such insurance shall be primary and noncontributing with any other insurance held by City’s Department of Airport where liability arises out of, or results from, the acts or omissions of Contractor, its agents, employees, officers, invitees, assigns, or any person or entity acting for, or on behalf of, Contractor.

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

11.7 LAWA shall have no liability for any premiums charged for such coverage(s). The inclusion of City, LAWA, the 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 Contractor in its operations at the Airport.

11.8 In the event Contractor fails to furnish LAWA evidence of insurance, or to maintain the insurance as required under this Section, LAWA, shall afford Contractor ten (10) days’ prior written notice to Contractor of its intention to secure the required insurance at the cost and expense of Contractor. Contractor may secure its own insurance, and furnish evidence of such insurance to LAWA, during this ten (10) day period. Should Contractor fail to secure insurance and provide evidence of said insurance to LAWA within the ten (10) day period, LAWA shall have the right to secure the required insurance at the cost and expense of Contractor, and Contractor agrees to promptly reimburse LAWA for the cost thereof, plus fifteen percent (15%) for administrative overhead.

11.9 At least ten (10) calendar 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, Contractor shall, within fifteen (15) calendar 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.

11.10 Contractor shall provide proof of all specified insurance and related requirements to LAWA either by production of the actual insurance policy(ies), certificates of insurance, by use of LAWA’s own endorsement form(s), by broker’s letter acceptable to LAWA in both form and

-9-

Doc. #9650745 v. 1 .

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 Contractor 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 Contractor provide actual, written notice (by Certified Mail) to the City Attorney of the City of Los Angeles at least thirty

(30) days prior to the effective date thereof.

11.11 LAWA and Contractor 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 Contractor 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 12.0 City Held Harmless.

12.1 To the fullest extent permitted by law, Contractor 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 Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’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 Contractor’s and/or sub-Contractor’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 Contractor’s performance of a “Construction Contract” as defined by California Civil Code Section 2783, this paragraph shall not be construed to require Contractor 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 Contractor’s design professional services as defined by California Civil Code Section 2782.8, Contractor’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 Contractor’s negligence, recklessness or willful misconduct in the performance of the Contract.

12.2 In addition, Contractor 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

-10-

Doc. #9650745 v. 1 .

out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor 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.

Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and 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.

12.3 In Contractor’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.

12.4 Survival of Indemnities. The provisions of this Section 7.0 shall remain operative following a termination of all other performance under this Contract unless specifically extinguished in a writing signed and approved as to form by the Office of the City Attorney.

Section 13.0 Civil Rights – General; Civil Rights -Title VI Assurances [49 CFR §27.7 (a)(1);

49 CFR Part 21 Appendix C (b); and as Amended or Interpreted from Time to Time].

13.1 Civil Rights – General – 49 USC § 47123, derived from the Airport and Airway Improvement Act of 1982, Section 520. In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

13.1.1 The above provision binds the Contractor and [its] subcontractors from the bid solicitation period through the completion of the contract. If the Contractor transfers its obligation to another, the transferee is obligated in the same manner as the Contractor.

The above provision obligates the Contractor for the period during which the property is owned, used or possessed by the Contractor and the airport remains obligated to the Federal Aviation Administration.

13.2 Civil Rights – Title VI Assurances – 49 USC § 47123, FAA Order 1400.11, and U.S. Department of Transportation Order DOT 1050.2, Standard Title VI Assurances and Nondiscrimination Provisions, effective April 24, 2013. Contractor further agrees to comply with all applicable US DOT Standard Title VI/Non-Discrimination, set forth in Exhibit C, incorporated herein attached hereto and made a material term of this Contract, as such requirements may be

-11-

Doc. #9650745 v. 1 .

amended or interpreted by the FAA or the United States Department of Transportation from time to time; specifically, the following clauses as provided in Exhibit C:

a. Title VI List of Pertinent Nondiscrimination Acts and Authorities; and

b. Compliance with Nondiscrimination Requirements

c. Transfer of Real Property Acquired or Improved Under the Airport Improvement Program

d. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or

Program

13.3 Audit of Subcontracts. LAWA may conduct a review of the Contractor’s compliance with this Section 13.0. Contractor must cooperate with LAWA throughout the review process by supplying all requested information and documentation to LAWA, making Contractor staff and officials available for meetings as requested, and correcting any areas of non-compliance as determined by LAWA.

13.4 Contractor agrees that it shall insert the provisions found in Subsections 13.1 and 13.2, inclusive of Exhibit C in whole, in any solicitation, subcontract, sublease, assignment, license, transfer, or permit, or other instrument, by which said Contractor grants a right or privilege to any person, firm, or corporation under this Contract.

Section 14.0 Nondiscrimination and Affirmative Action Program.

14.1 During the term of this Contract, Contractor 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. Contractor 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 Contractor 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.

14.2 During the performance of this Contract, Contractor 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 Contractor 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 Contractor. Upon a finding duly made that Contractor has failed to comply with said Equal Employment Practices provisions of this Contract, this Contract may be forthwith terminated, cancelled or suspended.

-12-

Doc. #9650745 v. 1 .

14.3 During the performance of this Contract, Contractor 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 Contractor 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 Contractor. Upon a finding duly made that Contractor has failed to comply with the Affirmative Action Program provisions of this Contract, this Contract may be forthwith terminated, cancelled or suspended.

14.4 All subcontracts awarded under this Contract shall contain similar provisions and Contractor shall require each of its subcontractors to complete a like certification and to submit to it an Affirmative Action Plan acceptable to LAWA.

14.5 Contractor 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 15.0 First Source Hiring Program for Airport Employers (LAX Only).

Contractor 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 specified in Administrative Requirements, which are included in Exhibit A hereto and incorporated by reference herein hereto and made a material term of this Contract. Contractor shall be an “Airport Employer” under the First Source Hiring Program.

Section 16.0 Small Business/Local Business/Local Small Business Enterprises.

16.1 Contractor hereby agrees and obligates itself to utilize the services of the Small

Business Enterprise (SBE) firm(s) designated in its Proposal on the level designated in its Proposal [specifically, at least twenty-five percent (25%) SBE subcontractor level of participation for the required project designated work].

16.2 Contractor hereby agrees and obligates itself to utilize the services of the Local

Business Enterprise (LBE) firms designated in its Proposal on the level designated in its Proposal [specifically, at least ten percent (10%) LBE subcontractor level of participation for the required project designated work].

16.3 Contractor hereby agrees and obligates itself to utilize the services of the Local

Small Business Enterprise (LSBE) firm(s) designated in its Proposal on the level designated in its Proposal [specifically, at least ____ percent (__%) LSBE subcontractor level of participation for the required project designated work].

-13-

Doc. #9650745 v. 1 .

16.4 Contractor hereby further agrees and obligates itself to strictly comply with all of the Rules and Regulations (“Rules”) of LAWA’s Small Business Enterprise Program, Local Small Business Enterprise Program and Local Business Enterprise Program (collectively, “Programs”).

16.5 Failure to comply with any and all of the Programs’ requirements shall subject the

Contractor to the “Penalties” set forth in the Programs’ Rules.

16.6 Contractor shall submit, on a monthly basis, together with its invoices for payment, the monthly Subcontractor Utilization Report and/or data entry into a business enterprise monitoring system selected by LAWA listing the SBE/LBE/LBSE subcontractors utilized during the reporting period. Contractor shall cooperate with LAWA personnel in providing such information as shall be requested by LAWA in order to ensure compliance with the provisions of this section. LAWA will not process or pay Contractor’s subsequent invoices if the monthly Subcontractor Utilization Report and/or data entry into a business monitoring system selected by LAWA are not timely submitted or if the Contractor fails to cooperate with LAWA personnel by promptly providing any and all information related to SBE/LSBE/LBE participation requested by

LAWA.

16.7 Failure to comply with any of the terms of this Section (or the terms of this

Contract) shall constitute a material breach of contract and may result in the Contractor being deemed “Non-Responsible.” (Section 10.40 et seq. of the Los Angeles Administrative Code.)

Section 17.0 Subcontractor Payments.

17.1 Progress Payments. The Contractor agrees to pay each subcontractor under this

Contract, and require the same of its subcontractors, not later than seven (7) days after receipt of each progress payment, the respective amounts allowed the Contractor on account of work performed by the subcontractors, to the extent each subcontractor’s interest therein pursuant to California Business & Professions Code Section 7108.5.

17.2 Retention/Final Payment. Within seven (7) days from the time that all or any portion of the retention proceeds are received by the Contractor, the Contractor shall pay each of its subcontractors from whom retention has been withheld, each subcontractor’s share of the retention received, and require the same of its subcontractors, pursuant to the terms of California Public Code Section 7107.

17.3 In the event that there is a good faith dispute over all or any portion of the amount due on a payment from the Contractor to a subcontractor or from a subcontractor to another subcontractor, the Contractor or subcontractor may withhold no more than one hundred fifty percent (150%) of the disputed amount. Contractor shall include this provision in all contracts with subcontractors.

-14-

Doc. #9650745 v. 1 .

Section 18.0 Living Wage and Worker Retention Requirements.

18.1 Living Wage Ordinance.

18.1.1 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. Contractor 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, Contractor 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), Contractor agrees to comply with federal law prohibiting retaliation for union organizing.

18.1.2 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 Contractor in writing about any redetermination by the City of coverage or exemption status. To the extent Contractor claims non-coverage or exemption from the provisions of the LWO, the burden shall be on Contractor to prove such non-coverage or exemption.

18.1.3 Compliance; Termination Provisions And Other Remedies: Living Wage

Policy. If Contractor is not initially exempt from the LWO, Contractor shall comply with all of the provisions of the LWO, including payment to employees at the minimum wage

-15-

Doc. #9650745 v. 1 .

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 Contractor 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.

18.1.4 Subcontractor Compliance. Contractor agrees to include in every subcontract involving this Contract entered into between Contractor 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.

18.2 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, Contractor must also comply with the WRO which requires that, unless 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 (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.

-16-

Doc. #9650745 v. 1 .

Section 19.0 Compliance With Los Angeles City Charter Sections 470(C)(12) and 609(E).

19.1 The Contractor, other underwriting firm members of the underwriting syndicate, subcontractors, and their principals are obligated to fully comply with City of Los Angeles Charter Sections 470(c)(12), 609(E) and related ordinances, regarding limitations on campaign contributions and fundraising for certain elected City officials or candidates for elected City office.

Gifts to elected officials and certain City officials are also limited. Additionally, Contractor and other underwriting firm members of the underwriting syndicate are required to provide and update certain information to the City as specified by law. Any Contractor and other underwriting firm members of the underwriting syndicate subject to Charter Sections 470(c)(12) and 609(E), shall include the following notice in any contract with a subcontractor expected to receive at least $100,000 for performance under this contract:

Notice Regarding Los Angeles Campaign Contribution and Fundraising Restrictions

As provided in Charter Sections 470(c)(12), 609(E) and related ordinances, you are subcontractor or underwriting firm on City of Los Angeles Contract #______.

Pursuant to City Charter Section 470(c)(12) and 609(E), subcontractor and its principals are prohibited from making campaign contributions and fundraising for certain elected City officials or candidates for elected City office for 12 months after the City contract is signed. Subcontractor is required to provide to Contractor names and addresses of the subcontractor's principals and contact information and shall update that information if it changes during the 12-month time period. Subcontractor's information included must be provided to contractor within 10 business days. Failure to comply may result in termination of contract or any other available legal remedies including fines. Information about the restrictions may be found at the City Ethics Commission's website at http://ethics.lacity.org/ or by calling 213/978-1960.

19.2 Contractor, underwriting firms, subcontractors, and their principals shall comply with these requirements and limitations. Violation of this provision shall entitle the City to terminate this Contract and pursue any and all legal remedies that may be available.

Section 20.0 Assignment of Anti-Trust Claims.

Pursuant to California Government Code Sections 4550 et seq. regarding Anti-Trust Claims, it is the policy of the City to inform each proposer that in submitting a proposal to LAWA that proposer offers and agrees to assign LAWA all rights, title and interest in any and all causes of action it may have under the Clayton Act or Cartwright Act, arising from purchases of goods, services or materials. This assignment is made and becomes effective at the time LAWA tenders final payment to the proposer.

http://ethics.lacity.org/

-17-

Doc. #9650745 v. 1 .

Section 21.0 Equal Benefits Ordinance (EBO).

21.1 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.

21.2 During the term of this Contract, Contractor certifies and represents that the

Contractor will comply with the EBO. Furthermore, Contractor 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 Contractor 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 22.0 Child Support Orders.

22.1 This Contract is subject to Section 10.10, Article I, Chapter 1, Division 10 of the Los Angeles Administrative Code, related to Child Support Assignment Orders, which is incorporated herein by this reference. Pursuant to this section, Contractor (and any subcontractor of Contractor providing services to the City under this Contract) shall (1) fully comply with all State and Federal employment reporting requirements for Contractor's, or Contractor's subcontractor's, employees applicable to Child Support Assignments Orders; (2) certify that the principal owner(s) of Contractor and applicable subcontractors are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally; (3) fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment in accordance with California Family Code Section 5230, et seq.; and (4) maintain such compliance throughout the term of this Contract.

22.2 Pursuant to Section 10.10(b) of the Los Angeles Administrative Code, failure of

Contractor, or an applicable subcontractor, to comply with all applicable reporting requirements, or to implement lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, or the failure of any principal owner(s) of Contractor or applicable subcontractors to comply with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally, shall constitute a default of this Contract, thereby subjecting this Contract to termination, where such failure(s) shall continue for more than ninety (90) days after notice of such failure(s) to Contractor by LAWA (in lieu of any time for cure provided elsewhere in this Contract).

-18-

Doc. #9650745 v. 1 .

Section 23.0 Contractor Responsibility Program.

23.1 Pursuant to Resolution No. 21601 adopted by the Board of Airport Commissioners, effective May 20, 2002, it is the policy of LAWA to ensure that all LAWA contractors have the necessary quality, fitness and capacity to perform the work set forth in the contract. LAWA shall award contracts only to entities and individuals it has determined to be Responsible Contractors.

The provisions of this Program apply to leases and contracts for construction, for services, and for purchases of goods and products that require Board approval.

23.2 Proposers are required to complete and submit with the proposal the attached

“Contractor Responsibility Program Questionnaire” that provides information LAWA needs in order to determine if the proposer is responsible and has the capability to perform the contract. The information contained in the CRP Questionnaire is subject to public review for a period of not less than fourteen (14) days. Proposers are also required to complete, sign and submit with the proposal the attached “Contractor Responsibility Program Pledge of Compliance.” Proposers are also required to respond within the specified time to LAWA’s request for information and documentation needed to support a Contractor Responsibility determination. Subcontractors will be required to submit the Pledge to the prime contractor prior to commencing work. The CRP Rules and Regulations are available at http://www.lawa.org.

Section 24.0 Abandonment of Project and Cancellation of Contract or Suspension of

Services.

24.1 If, at any…