3-20260728 A51 Airport Security Badging ARFF Training Services Draft Contract Final.pdf

ABC Contract for Page 1 of 60 ARFF Training Services CA – July 2026

AIRPORT BENCH CONTRACT

BETWEEN THE CITY OF LOS ANGELES AND [Insert Respondent Name]

FOR

AIRCRAFT RESCUE AND FIREFIGHTING TRAINING

This MULTIPLE AWARD TASK ORDER CONTRACT (the “Contract”), made and entered into this ________ day of ___________, 202_ (hereinafter referred to as “Contract Effective Date”), by and between (a) the CITY OF LOS ANGELES, a municipal corporation and Charter City (hereinafter referred to as “City”), acting by order of and through its Board of Airport Commissioners (hereinafter referred to as “Board”) of the Department of Airports (hereinafter referred to as Los Angeles World Airports or “LAWA”), and (b) [Insert Respondent Name], (hereinafter referred to as ”Respondent” and, together with the City acting by and through LAWA, collectively the “Parties” and individually each a “Party”).

RECITALS

A. WHEREAS, LAWA identified the need to and benefit of securing the services of Respondents to perform on-call task order-based Aircraft Rescue and Firefighting training to meet applicable FAA regulations for projects at Los Angeles International Airport and Van Nuys Airport, California (collectively, the “LAWA Airports"); and

B. WHEREAS, LAWA authorized the issuance of a Request for Qualifications for Airport Bench Contracts (ABC) ABC for Aircraft Rescue and Firefighting (ARFF) Training Services On Call (“Services”) on _______, 2026, (as amended by addenda, the “RFQ”) to select Respondents to provide such Services; and

C. WHEREAS, in response to said RFQ, Respondent submitted a statement of qualifications (“SOQ”), excerpts of which are attached as Exhibit X to incorporate commitments made by the Respondent in its Response/SOQ submission (“SOQ”); and

D. WHEREAS, pursuant to the process set forth in the RFQ, LAWA selected the Respondent as a “Respondent”; and

E. WHEREAS, on the basis of such selection the Board has now authorized the award of this Contract to Respondent; and

F. WHEREAS, this Contract sets out the terms and conditions pursuant to which the Respondent may perform Services from time to time pursuant to separate Task Orders (as defined below) to be separately awarded by LAWA.

NOW THEREFORE, in consideration of the promises, and of the terms, covenants and conditions hereinafter contained to be kept and performed by the Parties hereto, IT IS

MUTUALLY AGREED AS FOLLOWS:

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1. Nature of Agreement.

2. Entire and Integrated Contract.

It is expressly understood and agreed by the Parties that:

a. the following documents are incorporated into and made a material part of this Contract as though fully set forth herein: each “Exhibit” and “Attachment” hereto, including as Exhibit X the excerpts of commitments made by Respondent in its SOQ submitted in response to the RFQ; the Administrative Requirements; the RFQ including its addenda; any Task Order(s) issued by LAWA to Respondent pursuant to this Contract, including any negotiated terms or costs for such Task Orders; and any related Request for Task Order Solicitations (“TOSs”) or documents making up a direct solicitation package (together, the “Contract Documents”);

b. this Contract, is comprised of this document and the other Contract Documents, which include, the Exhibits and Attachments referenced and incorporated hereto, and all other materials referenced herein. Together the Contract and Contract Documents constitute:

i. the entire agreement between the Parties hereto and supersedes any and all prior written or oral agreements between them concerning the subject matter contained herein; and

ii. constitutes a single, non-severable, integrated agreement whose terms are interdependent and non-divisible.

2.2. Non-Exclusive Contract.

a. The Respondent acknowledges that: this is a non-exclusive Contract and LAWA is only obligated to Respondent for the scope of Services and the amount of Respondent’s compensation for same authorized within any given executed Task Order and any duly executed Amendment thereto;

b. that, under the terms of the RFQ, LAWA has entered or shall enter into one or more additional contracts (“Related ABC”) in equivalent form with other contractors; and

c. this Contract does not commit LAWA to any particular outcome with respect to any future TOS and/or directed solicitation for Task Orders including any commitment to issue any TOS or directed solicitation or subsequently award any Task Order to the Respondent.

3. Term of Contract.

Unless terminated early, the term of this Contract shall be for a period of three (3) years with two (2) on-year options to renew commencing upon the Contract Effective Date.

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4. Services to be Performed by Respondent.

4.1. Scope of Services

a. The scope of Services which LAWA may require the Respondent to perform under the terms of any Task Order(s) in accordance with Section 5 are set out in Exhibit X (the “Services”).

b. All Services shall be assigned to Respondent by written Task Order(s) issued by LAWA and as may be further described in the Contract Documents. Respondent is authorized to perform only the Services outlined in such Task Order(s). Respondent is not authorized to, and shall not perform, any Services unless and until specifically authorized under the terms of any Task Order(s).

c. Should Respondent perform any Services outside of those that are specifically authorized in any Task Order(s), Respondent does so at its own risk and expense, and LAWA shall not be obligated to compensate Respondent for such additional services.

4.2. Incidental Work.

a. It is expressly understood and agreed that Respondent shall perform all ancillary, collateral, and incidental work required to complete the Services in accordance with this Contract and all applicable law as described by Task Order(s), 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 Services consistent with and fulfilling the requirements of the Contract Documents, and/or costs for home office and other administrative personnel for whom a specific position description and common rate is not provided in Exhibit 1, except as otherwise agreed by LAWA in a subsequent Task Order.

b. All such incidental work shall not be considered extra work for which additional compensation can be claimed by Respondent. Such incidental work is presumed to be included in the fully burdened hourly common rates set forth in Exhibit 1 and within any other amount agreed expressly

4.3. Deliverables.

In its performance of the Services, the Respondent agrees to provide any deliverables defined in specific Task Order(s) issued pursuant to this Contract, which are otherwise reasonably necessary to complete the Task Order-defined Services, and as may be further described in the Contract Documents.

4.4. Standards for Performance of Services.

a. Respondent agrees to perform all Services in strict compliance with the Contract Documents, law, and the Standard of Care, for which purposes:

i. the “Standard of Care” refers to the generally accepted professional standards of a specialist which provides professional services for major international airports in the United States of America of the type, scope, quality, and complexity described in the Contract Documents; and

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ii. the obligation to comply with law shall include compliance with all applicable local, State, and Federal laws, rules and regulations, of any and all City, State and Federal agencies, including, the Federal Aviation Administration (FAA), Transportation Security Administration (TSA), the United States Department of Transportation (DOT), which may have jurisdiction over, or be concerned with, the programming and planning of Services and/or project tasks.

b. Further, Respondent agrees to cooperate fully with LAWA and the City in their efforts to comply with the Americans With Disabilities Act of 1990 and any amendments thereto, or successor statutes. Should Respondent fail to comply with this Section, then LAWA shall have the right, but not the obligation, to perform, or have performed, whatever work is necessary to achieve equal access compliance.

Respondent shall then be required to reimburse LAWA, or LAWA shall exercise its right to withhold from a future payment due and owing to Respondent the actual cost of achieving compliance, plus a fifteen percent (15%) administrative charge.

c. Respondent shall provide for quality control and quality assurance of the Services, including to ensure compliance of such Services with all Contract Document terms and conditions.

d. Respondent shall be solely responsible for any and all damages caused, and/or penalties levied, as the result of Respondent’s noncompliance with the foregoing obligations under this Section.

e. Respondent shall work with LAWA in resolving any conflicting legal authorities, provided that to the extent resolution of conflicts is not possible, LAWA’s determination shall be final and binding.

5. Task Orders.

5.1. Retention of Services by Task Order

a. Any Services to be provided by Respondent shall only be performed pursuant to written directives from LAWA to the Respondent (each, a “Task Order”) 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 subject Services to be performed, the not-to-exceed amount Respondent shall be compensated for such Services, and any estimated expenses, together with such other terms and conditions as LAWA may require.

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

c. Task Orders shall be competitively awarded by LAWA under the terms of TOS or otherwise awarded through direct solicitations, in either case, the method of solicitation to be determined by LAWA. Respondent shall provide a complete detailed proposal with respect to each Task Order under the terms of any TOS or direct solicitation. LAWA reserves the right to reject any or all bids or proposals

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CA – July 2026 received in response to any TOS or other direct solicitation as it may determine in its sole discretion.

d. The sharing of information regarding any TOS or other direct solicitation, or the performance of services under any Task Order, between or among the Respondent and Respondents under any Parallel ABC Contract, and the engagement in collusion between or among such parties, remains strictly prohibited.

e. When LAWA elects to have a defined scope of Services performed pursuant to this Contract, LAWA may notify, in its own discretion, one or more Respondents prequalified by the RFQ process, in writing, by sending them a TOS.

f. LAWA reserves the right to deem the Respondent ineligible to participate in a TOS or to be awarded any Task Order if LAWA determines, in its sole discretion, that an actual or perceived conflict of interest exists or may exist with respect to other work the Respondent is performing or has performed at the Airports.

5.2. Professional Services and Common Rates

a. LAWA has identified all-inclusive common rates for personnel that shall be used under this Contract in the negotiation of the fee for any Task Orders issued following any future direct solicitation and/or TOS. The applicable common rate for each position is set forth in Exhibit 6. LAWA reserves the right to include additional personnel classifications not covered by the Common Rates in future TOSs. In such cases, Contracted Firms may propose rates for those additional positions, subject to LAWA’s review and approval.

Personnel shall be assigned to the highest position description and common rate for which they are qualified that most directly corresponds to the work to be performed by such individual under the relevant Task Order. Equivalent experience may substitute for specific educational requirements on a case-by-case basis as determined in LAWA’s discretion. Provisions on allowable reimbursable costs are set forth in Exhibit 2.

b. By executing this Contract, the Respondent reiterates its acknowledgment and agreement to the use of such common rates in this manner under the terms of the SOQ Cover Letter and further agrees that any effort to revoke such agreement shall result in it being ineligible for Task Order award and may constitute an event of default.

c. In all cases Respondent and any of its sub-Respondents shall be responsible for, and cannot seek reimbursement for, all costs associated with badging, escorting and obtaining airfield access associated with the Services to be performed pursuant to the Contract.

5.3. Changes to Scope of Services, Task Orders or Project Schedule

a. Changes to the scope of Services, Task Order or project schedule shall only be valid if memorialized by a written Task Order amendment signed by the Parties and issued by LAWA (“Amendment”) in accordance with Section 37.4.

b. LAWA may request changes to the scope of Services required by a Task Order(s) upon issuance of a written notice to Respondent in accordance with this Section (a

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“Change Notice”). The Respondent shall within ten (10) days after receipt of such Change Notice, notify LAWA in writing of any impact of the Change Notice on either time or compensation, provided that claims for changes in compensation shall be calculated in accordance with Section 7 and Exhibit 2 with respect to costs which it is otherwise already permitted to claim for the performance of Services.

Upon agreement between LAWA and the Respondent as to the extent of such impacts on time and compensation, not to be unreasonably withheld or delayed by the Respondent, an Amendment shall be executed by the Parties modifying the subject Task Order accordingly. Execution of the Amendment by both Parties shall constitute the Respondent’s notice to proceed with the changes memorialized by the Amendment.

c. The Respondent shall be liable for all costs resulting from any change (howsoever described) in the scope of Services under any existing Task Order not properly ordered under the terms of a written Amendment issued in accordance with this Section and signed by LAWA. Furthermore, Respondent shall not be compensated for Services performed pursuant to an Amendment unless the Amendment and the related costs were agreed to by LAWA in writing in advance of Respondent performing such Services.

6. Completion of Respondent’s Services.

6.1. Time is of the Essence.

a. It is understood and agreed that time is of the essence in the performance of the Services, and the phases within which the Services are to be performed, 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 Services.

b. The time during which Respondent is delayed in the performance of Services by the acts or neglect of LAWA, LAWA’s employees or those under LAWA by contract or otherwise, by court order; by acts or failures to act of local, state, and federal agencies, and/or of the airlines; or by acts of God, which Respondent could not reasonably have 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 Respondent, shall be added to the applicable period for completion of Respondent’s Services under this Contract.

6.2. Force Majeure Events.

a. If the performance by the Respondent of the Services is prevented or delayed due to the occurrence of any event or circumstance beyond its reasonable control, to the extent such could not have been avoided or mitigated by the exercise of due diligence, and which could not have been expected or taken into account as of the Contract Effective Date, including, the acts or neglect of LAWA, LAWA’s employees, or those under LAWA by contract or otherwise, by court order; by acts or failures to act of local, state, and federal agencies, and/or of the airlines; by pandemics and epidemics; lockouts; failures of power; acts of God; tornados;

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CA – July 2026 hurricanes; earthquakes; acts of public enemies; terrorism; riots; insurrection; civil commotion; inability to obtain labor or materials or reasonable substitutes for either; fire; or similar cause, in each case excluding any event or circumstance arising from any fault of the Respondent, the Respondent shall notify LAWA of such event or circumstance.

b. Following such notice, the Respondent’s nonperformance shall be excused during the period of prevention or delay, and any affected deadlines shall be extended by an equivalent period, subject to compliance with the following mitigation obligations and provided that in no case shall the term under Section 3 be extended as a result of any such event or circumstance. In no case shall LAWA be liable to Respondent for any damages or other cost or expense on account of any such event or circumstance.

c. When affected by any such event or circumstance, the Respondent shall exercise commercially reasonable efforts to overcome the impediment to performance.

d. Notwithstanding the foregoing, the Respondent shall not be excused from any obligations that by their nature can continue during the occurrence and continuance of such event or circumstance.

7. Payment.

7.1. Payment for Services.

a. The Respondent shall be compensated according to the Task Order and the guidelines established by the Contract Documents for the Services provided.

b. For all Services rendered under this Contract and all reimbursable costs allowed under this Contract LAWA shall calculate payments to the Respondent in accordance with the Task Order(s) as such shall include the fully burdened hourly common rates set forth in Exhibit 1 and the cost reimbursables set forth in Exhibit 2, on either (1) a mutually agreed-upon lump sum basis, (2) a direct time and material basis, or (3) a fixed fee basis, in each case as elected by LAWA and memorialized in a not-to-exceed Task Order.

c. LAWA, in its sole discretion and as deemed necessary, may by notice to the Respondent (including, in its sole discretion, in response to a written and justified Respondent request) add positions to the list in Exhibit 1, adjust the common rates based on market conditions, indicating corresponding fully burdened hourly rates for such additional positions to be taken into account under the terms of any RFTOP, direct solicitation, or Task Order. Any such addition(s) of positions shall not entitle Respondent to claim any change to any not-to-exceed total sum as indicated above. This Section is not intended to be utilized to provide for individualized rates in excess of the common rates for which a reasonably equivalent position description is already provided.

7.2. Not to Exceed Amount.

For all Services rendered under this Contract, and all reimbursable costs allowed under the Contract incurred by Respondent pursuant to this Contract under all Task Orders, the total compensation to be paid to the Respondent, together with such amounts paid or payable by

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LAWA to other Respondents under the terms of any Parallel ABC Contracts, shall not exceed the total sum of Seven Hundred Thousand Dollars ($700,000.00).

7.3. Requests for Payment.

a. If Respondent is performing Services under a Task Order and entitled to compensation, the Respondent shall submit requests for payment (each a “Request for Payment”) on a monthly basis, or as directed by LAWA, for Services completed during the billing period.

b. Respondent is obligated to collect monthly invoices from its sub-Respondents and include the same in its monthly Request for Payment to ensure its sub-Respondents are paid timely and in accordance with Section 7.4 below.

c. The Parties agree that time is of the essence in the submission of any Request for Payment, inclusive of any charge or invoice, and agree that, as a condition precedent to Respondent’s right to payment, Respondent 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 Respondent 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 service for which payment is sought.

d. Each Request for Payment will:

i. contain documentation to support payment as required by LAWA, which documentation shall include invoices for cost reimbursables under Exhibit 2, applicable personnel time sheets, identification of the scope of Services completed, billing by position, and the applicable billing rates reflecting those required under Exhibit 1;

ii. include relevant sub-Respondent(s) invoices together with documentation that summarizes the Respondent’s utilization of Small/Minority/Women/Disadvantaged Businesses via reporting software to be determined by LAWA;

iii. contain a cumulative total of all monthly billings, costs 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;

iv. if specifically requested by LAWA, include all pertinent timesheets for Respondent and for all sub-Respondents that relate to such monthly invoice;

v. otherwise be in accordance with Exhibit 2, “Cost Reimbursable Exhibit;”;

and

vi. will be certified by a duly authorized and knowledgeable officer of the Respondent in a certification containing the following statement: “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

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CA – July 2026 correct according to the terms of this Contract, and that payment therefore has not been received.”

e. LAWA reserves the right to require use of specific billing templates supplied by LAWA and to require additional documentation and substantiation regarding any Request for Payment in either case if LAWA considers such additional documentation and substantiation to be in the best interest of LAWA.

f. A failure to comply with the foregoing, including to submit any documentation with the Request for Payment and via reporting software as determined by LAWA, shall result in remedies and/or sanctions as LAWA, or applicable law, deems appropriate, and a delay in processing the Requests for Payment.

g. Respondent shall perform thorough Quality Assurance (QA)/Quality Control (QC) of each Request for Payment prior to submitting the same to LAWA.

h. LAWA shall process the Request for Payment, following LAWA’s normal procedure, upon approval of said request by LAWA which shall be paid to Respondent within thirty (30) days of LAWA’s receipt and approval of a satisfactory invoice, subject to the following:

i. Any errors discovered in the Respondent’s invoicing by LAWA shall be brought to the Respondent’s attention during the review cycle and the Respondent shall be given a period of time, determined by LAWA in its discretion (of approximately two (2) to three (3) days) to correct any issues or provide adequate level of support documentation in order to keep the Request for Payment in process. Should the correction not be made in the time specified, the charges shall be removed and the invoices short paid.

Should the charges be supported after the deadline, they may be resubmitted in a subsequent Request for Payment for consideration; however, if deemed in error or unallowable a second time, the Respondent waives its right to payment for the affected charges.

ii. LAWA shall not be required to make payments for Services not yet performed, nor for Services deemed unsatisfactory by LAWA, or not performed in accordance with the Standard of Care or otherwise in compliance with the Contract Documents. The Parties agree that LAWA shall make the final determination as to when Respondent’s Services, or any part thereof, have been satisfactorily performed or completed to justify release of any given payment to Respondent under the Contract.

iii. Respondent shall maintain, in a form subject to audit, and in accordance with generally accepted accounting principles, backup documentation to support all entries in each Request for Payment which documentation shall be made available to LAWA, and to its duly authorized representative(s), upon request by LAWA.

7.4. Prompt Payment to Sub-Respondents.

a. Respondent agrees to pay each sub-Respondent under this Contract, and require the same of its sub-Respondents, not later than seven (7) days after receipt of each

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CA – July 2026 payment, the respective amounts allowed the Respondent on account of the work performed by the sub-Respondents, to the extent of each sub-Respondent’s interest therein pursuant to the California Business and Professions Code Section 7108.5.

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

7.5. Set-off.

LAWA shall have the right to retain, out of any payment otherwise due to Respondent under this Contract and any Task Order, an amount sufficient to satisfy any amount due and owing to LAWA from Respondent under this Contract and any Task Order, including in connection with indemnification. Prior to withholding any amounts in dispute, LAWA shall use reasonable efforts to provide Respondent with a notice indicating the specific amounts LAWA intends to withhold and the reasons and contractual basis for the withholding.

8. Project Records and Audits.

8.1. Obligation to Keep and Maintain Records.

a. Respondent shall create, maintain, and retain full and complete “records”, including, but not limited to, books, documents, accounting procedures and practices, and other data, papers, databases, files, and other documentation of information, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form, relating to Services and the Respondent’s performance of its obligations under the Contract Documents and each sub-Respondent’s performance under any subcontract to which it is a party.

Such records shall be maintained until at least four (4) years following the end of the term or if later, following the latest of final payment on, final termination settlement of, or final dispute resolution of, this Contract.

b. In addition, Respondent shall use an electronic document management system approved or provided by LAWA in its discretion for such project records.

8.2. Inspections and Audits.

a. LAWA personnel shall have the right to enter Respondent’s work locations from time to time with reasonable prior written notice and subject to safety and health protocols.

b. Respondent shall provide LAWA, the City, the FAA, the Comptroller General of the United States, any other governmental authority with jurisdiction, and any of each of their duly authorized representatives, with access to such records at location(s) in the City during normal business hours (and, upon reasonable request, at times outside normal business hours) and to the extent possible on a 24/7 basis

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CA – July 2026 through remote access, for any lawful or contractually permitted purpose including audits, examinations, excerpts and transcriptions.

c. Respondent shall at all times otherwise cooperate and coordinate with LAWA, the City, the FAA, the Comptroller General of the United States, any other governmental authority with jurisdiction, and any of each of their duly authorized representatives, when such are performing oversight and conducting inspections during the performance of the Services, including by attending meetings, providing personnel to participate in working groups, and responding to requests for information.

8.3. Audit Results.

a. To the extent that an audit by the City, City’s independent auditors, LAWA Respondent, or their designees, or any other authority with jurisdiction, discloses excess charges inaccurately or improperly invoiced or allocated to this Contract by the Respondent or its sub-Respondents, Respondent agrees to remit the amount of the overpayment to LAWA upon demand.

b. If such audit discloses an overcharge of two percent (2%) or more of the total amount invoiced to LAWA for any year audited, and such audit is correct, Respondent shall pay the actual cost of such audit, which cost, in the case of audits conducted by City’s or LAWA’s auditors or City or LAWA 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.

c. Should audit disclose an underpayment to Respondent, LAWA shall promptly remit the amount of the underpayment to the Respondent. The foregoing obligations to pay in the event of an overcharge do not apply to errors discovered in the processing of Requests for Payment in the ordinary course of business or to adjustments in the Respondent’s applicable common rate in Exhibit 1. Respondent shall include, in any and all sub-Respondent 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.

9. Personnel and Subcontracting.

9.1. Personnel Generally.

a. All Respondent’s personnel to be assigned to provide Services pursuant to this Contract shall be authorized to perform Services through the use of a written Task Order.

b. Respondent shall ensure that all Services shall be performed and, as applicable, supervised by personnel who are professionally and technically qualified to, who are authorized under State and local law to, and who hold all necessary

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CA – July 2026 registrations, permits, approvals, and licenses to, perform or supervise the relevant part Services pursuant to this Contract.

c. Subject to compliance with law, LAWA reserves the right to require Respondent to remove from the work any personnel, including Key Personnel, for any reason given in writing.

d. Upon such notice, Respondent shall promptly remove and replace, or ensure the removal and replacement, of such Person.

9.2. Key Personnel.

a. Subject to the following, and excepting any periods in which a position is temporarily vacated due to retirement, death, disability, incapacity, or termination of employment, Respondent shall ensure that all Key Personnel are at all relevant times occupying the role and performing the function of their position in each case as required by or set out in Exhibit 1 and any other relevant provisions of this Contract. Respondent shall provide one of each Key Personnel identified as being applicable the scope category (or categories) included in the Respondent’s scope of Services under this Contract.

b. Respondent shall promptly fill any vacant Key Personnel position. Respondent shall not remove and/or replace any of the Key Personnel (including through an appointment to a vacant position) without LAWA’s prior approval, provided that Respondent may, as required by Law, terminate, suspend or limit the duties of any Key Personnel individual (and, promptly thereafter, notify LAWA of such action and its proposed replacement).

9.3. Subcontracting

a. Respondent shall direct, coordinate, and control the activities of all subcontractors and sub-Respondents with respect to the Services. The subcontracting, including through arrangements with sub-Respondents, of all or any part of the Services by Respondent shall not relieve Respondent from any of the obligations or conditions of this Contract. As between the Parties, Respondent shall be solely responsible for the selection, pricing, scheduling, and performance of all subcontractors and sub- Respondents (in each case of every tier), and for the performance, non-performance, acts, defaults, omissions, breaches, and negligence of the same, as fully as if any such performance, non-performance, acts, defaults, omissions, breaches, or negligence were those of Respondent.

b. Nothing contained in the Contract shall create any contractual relationship between LAWA and any subcontractor or sub-Respondent.

c. The Parties acknowledge and agree that, as of the Contract Effective Date, Respondent has entered into the following subcontracts and sub-Respondent agreements with the following subcontractors and sub-Respondents, including as such were “Members” (as such term is defined in the RFQ) identified in its SOQ:

i. [to list out].

d. Respondent shall not without prior LAWA approval make or permit any assignment, transfer, change, or replacement of any of the foregoing identified

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CA – July 2026 subcontractors and sub-Respondents, or of any other subcontractors or sub- Respondents separately identified by Respondent and approved by LAWA in connection with a Task Order.

e. Respondent shall solicit bids and proposals from subcontractors and sub- Respondents to perform Services under any future Task Order, at a minimum, to the extent such Services must be competitively bid in order to comply with the law.

f. In accordance with California Public Contract Code Section 6109(a), Respondent shall not perform Services with any subcontractor or sub-Respondent who is ineligible to perform work on a public works project pursuant to California Labor Code Section 1777.1 or Section 1777.7. In accordance with California Public Contract Code Section 6109(b), any contract on a public works project entered into between Respondent and a debarred subcontractor or sub-Respondent is void as a matter of law. A debarred subcontractor or sub-Respondent may not receive any public money for performing work as a subcontractor or sub-Respondent on a public works contract, and any public money that may have been paid to a debarred subcontractor or sub-Respondent by Respondent shall be returned to LAWA.

Respondent shall be responsible for the payment of wages to workers of a debarred subcontractor or sub-Respondent who has been allowed to perform Services.

LAWA shall strictly comply with the applicable law and shall act on information related to any debarred subcontractor or sub-Respondent in accordance with law.

9.4. Subcontracting Terms and Records

a. Each subcontract and sub-Respondent agreement shall incorporate all terms and provisions that this Contract or law require to be expressly incorporated in such subcontract and sub-Respondent agreement, or that are otherwise necessary for Respondent to comply with its obligations under this Contract. In addition, no Subcontract shall contain terms that are contrary to or inconsistent with this Contract.

b. Respondent shall maintain records of all subcontracts and sub-Respondent agreements to which Respondent is a party and will, upon LAWA request, provide LAWA with a list describing all subcontracts and sub-Respondent agreements and a copy of any such subcontracts and sub-Respondent agreements.

10. General Insurance Provisions.

10.1 If required by City, Respondent 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 by City in The specified insurance shall also, either by provisions in the policies, by LAWA’s own endorsement form or by other endorsement attached to such 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 as required by City, hereof with respect to Respondent’s acts or omissions in its operations, use, and occupancy of all Airports owned and/or operated by Department (hereinafter collectively referred to as “Airport”) or other related functions performed by or on behalf of Respondent in, on or

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CA – July 2026 about Airport.

10.2 Each specified insurance policy (other than Workers’

Compensation and Employers’ Liability and fire and extended coverages) 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”, and a Contractual Endorsement which shall state, “Such insurance as is afforded by this policy shall also apply to liability assumed by the insured under this Contract with the City of Los Angeles”.

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

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

10.4 City shall have no liability for any premiums charged for such coverage(s). The inclusion of City, its Department, Board and all of City’s officers, employees, and agents, their successors and assigns, as insureds is not intended to, and shall not, make them, or any of them, a partner or joint venturer with Respondent in Respondent's operations at Airport. In the event Respondent fails to furnish City evidence of insurance and maintain the insurance as required, City, upon ten (10) days prior written notice to comply, may (but shall not be required to) procure such insurance at the cost and expense of Respondent, and Respondent agrees to promptly reimburse City for the cost thereof plus fifteen percent (15%) for administrative overhead.

Payment shall be made within thirty (30) days of invoice date.

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

10.6 Respondent shall provide proof of all specified insurance and related requirements to City either by production of the actual insurance policy(ies), by use of City’s own endorsement form(s), by broker’s letter

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CA – July 2026 acceptable to the CEO in both form and content in the case of foreign insurance syndicates, or by other written evidence of insurance acceptable to the CEO. The documents evidencing all specified coverages shall be filed with City in duplicate and shall be procured and approved in strict accordance with the provisions in Sections 11.47 through 11.56 of City’s Administrative Code prior to Respondent occupying the Airport. The documents shall contain the applicable policy number, the inclusive dates of policy coverages, and the insurance carrier’s name, shall bear an original signature of an authorized representative of said carrier, and shall provide that such insurance shall not be subject to cancellation, reduction in coverage, or nonrenewal except after written notice by certified mail, return receipt requested, to the City Attorney of the City of Los Angeles at least thirty (30) days prior to the effective date thereof. City reserves the right to have submitted to it, upon request, all pertinent information about the agent and carrier providing such insurance.

10.7 City and Respondent agree that the insurance policy limits specified herein shall be reviewed for adequacy annually throughout the term of this Contract by the CEO who may, thereafter, require Respondent, on thirty (30) days prior, written notice, to adjust the amounts of insurance coverage to whatever reasonable amount said CEO deems to be adequate.

11. LAWA and City Held Harmless.

a. To the fullest extent permitted by law, Respondent shall defend, indemnify and hold harmless LAWA, the City and any and all of LAWA’s and the 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 Respondent and/or Respondent’s agents or employees) by reason of injury to, or death of, any person(s) (including Respondent and/or Respondent’s agents or employees), or for damage to, or destruction of, any property (including property of Respondent and/or Respondent’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 Respondent’s and/or sub-Respondent’s performance or non-performance of the Contract, whether or not contributed to by any act or omission of LAWA, the City, or of any of LAWA’s or the 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 Respondent’s performance of a “Construction Contract” as defined by California Civil Code Section 2783, this paragraph shall not be construed to require Respondent to indemnify or hold LAWA or the City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by, as applicable, the LAWA’s or the City’s sole negligence, willful misconduct or active negligence; provided further that where such suits, claims, causes of action, ABC Contract for Page 16 of 60

CA – July 2026 liability, losses, damages, demands or expenses arise from Respondent’s performance of a “Construction Contract” as defined by California Civil Code Section 2783, Respondent’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 Respondent’s negligence, recklessness or willful misconduct in the performance of the Contract.

b. For purposes of clarification, not of limitation, of the foregoing, in the case of any hazardous substance spill, leak, discharge or contamination by Respondent or its employees, servants, agents, contractors or sub-Respondents which affects property of the City or LAWA or its tenants’ property, Respondent agrees to make or cause to be made any necessary corrective actions to clean up and remove any spill, leakage or contamination to the satisfaction of LAWA. If Respondent fails to repair, cleanup, properly dispose of or take any other corrective actions as required herein, the City may (but shall not be required) to take all steps it deems necessary to properly repair, clean up, or otherwise correct the conditions resulting from the spill, leak or contamination. Any such repair, clean-up or corrective actions taken by the City shall be at Respondent’s sole cost and expense and Respondent shall indemnify and pay for and/or reimburse the City for any and all costs (including any administrative costs) the City incurs as a result of any repair, clean-up or corrective action it takes.

c. In addition, and consistent with the requirements of Section 13 below, Respondent agrees to protect, defend, indemnify, keep and hold harmless LAWA and the City, including its Boards, Departments and LAWA and the 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 Respondent 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. Respondent 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 LAWA or the City arising out of, or relating to, the matters set forth above in this paragraph of the foregoing “Hold Harmless” agreement.

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

11.2. Survival.

The following provisions of this Contract shall survive the expiration or earlier termination of this Contract;

a. Respondent obligations regarding retention of project records, including as contained in Section 8;

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CA – July 2026

b. Respondent obligations regarding insurance in Section 10;

c. Section 11 regarding indemnification and holding LAWA and City harmless;

d. Section 13 regarding intellectual property;

e. Section 27 regarding default and termination;

f. Section 29 regarding Respondent representations and warranties;

g. Section 30 regarding limitations on liability;

h. Sections 32 and 38 regarding construction, governing law, and disputes; and

i. any Respondent liability or obligations to LAWA arising from a Default as may be stated in this Contract.

12. Hazardous and Other Regulated Substances.

12.1 Contractor agrees to accept sole responsibility for full compliance with any and all applicable and future rules, regulations, restrictions, ordinances, statutes, laws and/or other orders of any governmental entity regarding the use, storage, handling, distribution, processing and/or disposal of hazardous wastes, extremely hazardous wastes, hazardous substances, hazardous materials, hazardous chemicals, toxic chemicals, toxic substances, pollutants, contaminants, or other similarly regulated substances (collectively, “hazardous substances”) regardless of whether the obligation for such compliance or responsibility is placed on the owner of the land, on the owner of any improvements on the premises, on the user of the land, or on the user of the improvements. Said hazardous substances shall include, but shall not be limited to, gasoline, aviation, diesel and jet fuels, lubricating oils and solvents.

12.2 Contractor agrees that any damages, penalties or fines levied on City and/or Contractor as a result of noncompliance with any of the above shall be the sole responsibility of Contractor and, further, that Contractor shall indemnify and pay and/or reimburse City for any damages, penalties or fines that City incurs, or pays, as a result of noncompliance with the above.

12.3 In the case of any hazardous substance spill, leak, discharge or improper storage on the premises, or contamination of same, by any person, Contractor agrees to make, or cause to be made, any necessary repairs or corrective actions, as well as to cleanup and remove any leakage, contamination or contaminated ground. In the case of any hazardous substance spill, leak, discharge or contamination by Contractor, or by any of its employees, agents, contractors or subcontractors which affects other property of City, or property(ies) of City’s tenant(s), Contractor agrees to make, or cause to be made, any necessary repairs, or take corrective actions, to cleanup and remove any such spill, leakage or contamination to the satisfaction of the Board or their designee.

12.4 If Contactor fails to repair, cleanup, properly dispose of, or take any other corrective action(s) as required herein, City may (but shall not be required to), take all steps it deems

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CA – July 2026 reasonably necessary to properly repair, cleanup or otherwise correct the condition(s) resulting from the spill, leak or contamination. Any such repair, cleanup or corrective action(s) taken by City shall be at Contractor’s sole cost and expense, as well as shall any and all costs (including any administrative costs) which City incurs, or pays, as a result of any repair, cleanup or corrective action it takes.

12.5 If Contractor installs or uses already installed underground storage tanks, pipelines or other improvements on the specified premises for the storage, distribution, use, treatment or disposal of any hazardous substances, Contractor agrees, upon the expiration and/or termination of this Contract, to remove and/or cleanup, at the sole option of the Board or their designee, the above-referred to improvements. Said removal and/or cleanup shall be at Contractor’s sole cost and expense and shall be undertaken and completed in full compliance with all federal, state and local laws and regulations, as well as in compliance with the reasonable directions of the Board or their designee.

12.6 Contractor shall promptly supply City with copies of all notices, reports, correspondence and submissions made by Contractor to any governmental entity regarding any hazardous substance spill, leak, discharge or clean-up, including all test results.

12.7 This Section, and the obligation(s) contained therein, shall survive the expiration or earlier termination of this Contract.

13. Intellectual Property Ownership and Rights.

13.1. Ownership.

a. All Work Product (as hereinafter defined) originated and prepared by Respondent or its sub-Respondent of any tier under this Contract shall be and remain the property of LAWA for its use in any manner it deems appropriate;…