5-01 Exhibit 1 Sample Contract - Talent, Leadership, and Organizational Development Services.pdf

AIRPORT BENCH CONTRACT

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

FOR

ON-CALL, AS-NEEDED TALENT, LEADERSHIP & ORGANIZATIONAL DEVELOPMENT SERVICES AT

LAX AND VAN NUYS AIRPORT

This AIRPORT BENCH CONTRACT (the “Contract”), is made and entered into this ________ day of ___________, 2026 (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 the “City”), acting by order of and through its Board of Airport Commissioners (hereinafter referred to as "Board" or “BOAC”) of the Department of Airports (hereinafter referred to as Los Angeles World Airports or “LAWA”), and (b) [Insert Consultant Name], (hereinafter referred to as ”Consultant” 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 consultants to perform on-call task order based talent, leadership & organizational development services for projects at Los Angeles International Airport (LAX), Van Nuys Airport (VNY) and LAWA’s land holdings in Palmdale, California (collectively, the “LAWA Airports and Properties"); and

B. WHEREAS, LAWA authorized the issuance of a Request for Qualifications (“RFQ”) for Airport Bench Contract (“ABC”) for talent, leadership & organizational development services on [_______], 2026 to select consultants to provide such Services; and

C. WHEREAS, in response to said RFQ, Consultant submitted a Statement of Qualifications (“SOQ”), excerpts of which are attached as Exhibit 4 (the “SOQ Extracts”) to incorporate commitments made and information submitted by the Consultant in its SOQ submission;

and

D. WHEREAS, pursuant to the process set forth in the RFQ, LAWA selected the Consultant as a “Pre-Qualified Applicant”; and

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

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

Airport Bench Contract for Talent, Leadership & Organizational Development Services 1

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:

1. Definitions.

a. This Contract and the other Contract Documents identified in Section 2 below provide the material terms and conditions applicable to project specific Services to be performed by the Consultant.

b. The following terms have the meaning given below when used in the Contract Documents:

i. Services generally means and refers to the Services identified in Section 5.3 of the RFQ and Section 4 and Exhibit 3 of this Contract.

ii. Task Order(s) means an award to perform Services issued by LAWA to the Consultant that authorizes the use of funds for defined Services. Each Task Order will identify the scope to be performed, the requirements for the Services, and the funding source being authorized. Task Orders may also indicate the required timeframe for which the scope of work is to be performed.

iii. Task Order Proposal(s) (“TOP”) means proposals submitted by the Consultant in response to a direct solicitation or TOS issued by LAWA.

iv. Task Order Solicitation (“TOS”) means a specific request for proposals issued by LAWA to Consultant and the consultants who have been awarded Parallel ABC Contracts, used to solicit proposals for defined Services that are the subject of the TOS and that provide the requirements for preparation of the proposals.

c. Any Services to be provided by Consultant shall only be performed pursuant to a written Task Order from LAWA to the Consultant that provides 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 amount Consultant shall be compensated for such Services, and any estimated expenses, together with such other terms and conditions as LAWA may require.

d. Task Orders and any and all amendments to Task Orders shall be in writing and signed by LAWA and the Consultant. Should Consultant perform any Services outside of those that are specifically authorized in any Task Order(s), Consultant does so at its own risk and expense, and LAWA shall not be obligated to compensate Design Builder for such additional services.

2. Entire and Integrated Contract.

It is expressly understood and agreed by the Parties that:

Airport Bench Contract for Talent, Leadership & Organizational Development Services 2

a. the following documents are by this reference incorporated into and made a material part of this Contract as though fully set forth herein: each “Exhibit” and “Attachment” hereto, including as Exhibit 4 the SOQ Extracts ; the RFQ including its addenda; any Task Order(s) issued by LAWA to Consultant pursuant to this Contract, including any negotiated terms or costs for such Task Orders; and any related Task Order Solicitations (“TOS”) or documents making up a direct solicitation package (collectively “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 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; provided that a Task Order shall constitute a Contract Document and form part of the Contract only for the Services approved pursuant to such Task Order, and successive Task Orders, if issued by LAWA, shall not be part of the Contract for Task Orders previously issued, and shall instead constitute a Contract Document only for the specific Services for which that particular Task Order is issued.

2.2. Non-Exclusive Contract

The Consultant acknowledges that:

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

b. under the terms of the RFQ, LAWA has entered or will enter into one or more additional contracts (“Parallel ABC Contracts”) in equivalent form with other consultants; 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 Consultant.

3. Term of Contract.

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

Airport Bench Contract for Talent, Leadership & Organizational Development Services 3

4. Services to be Performed by Consultant.

4.1. Scope of Services

a. The scope of services which LAWA may require the Consultant to perform under the terms of any Task Order(s) in accordance with Section 5 are set out in Exhibit 3 (the “Services”).

b. All Services shall be assigned to Consultant by written Task Order(s) issued by LAWA and as may be further described in the Contract Documents. Consultant is authorized to perform only the Services outlined in such Task Order(s). Consultant 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 Consultant perform any Services outside of those that are specifically authorized in any Task Order(s), Consultant does so at its own risk and expense, and LAWA shall not be obligated to compensate Consultant for such additional services.

4.2. Incidental Work.

a. It is expressly understood and agreed that Consultant shall perform all ancillary, collateral, and incidental work required to complete the Services in accordance with this Contract, all work that is reasonably inferable from the scope and nature of the Services as a matter of custom and practice, 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 fir 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. No such incidental work shall be considered extra work for which additional compensation can be claimed by Consultant. Such incidental work is presumed to be included in the compensation agreed to in connection with any Task Order issued by LAWA.

4.3. Deliverables.

In its performance of the Services, the Consultant 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.

Airport Bench Contract for Talent, Leadership & Organizational Development Services 4

4.4. Standards for Performance of Services.

a. Consultant 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

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, Consultant 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 Consultant 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.

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

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

e. Consultant shall work with LAWA in resolving any conflicting legal authorities and/or Contract Document requirements, 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 Consultant shall only be performed pursuant to written directives from LAWA to the Consultant (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 Consultant shall be compensated for such Services, and

Airport Bench Contract for Talent, Leadership & Organizational Development Services 5 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 Consultant.

c. Task Orders shall be competitively awarded by LAWA under the terms of a TOS or otherwise awarded through direct solicitations, in either case with the method of solicitation to be determined by LAWA. Consultant shall provide a complete detailed TOP with respect to each Task Order under the terms of any TOS or direct solicitation. LAWA reserves the right to reject any or all TOPs received in response to any TOS or other direct solicitation as it may determine in its sole discretion.

d. Except as otherwise expressly provided in the Contract Documents, in preparing a TOP in response to a TOS issued by LAWA, the Consultant shall use, incorporate and rely upon provisions of its SOQ concerning (a) the services of the Key Personnel identified in the Consultant’s SOQ, and (b) such other commitments and information provided by the Consultant in Exhibit 4, the SOQ Extracts.

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

f. 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 contractors prequalified by the RFQ process , in writing, by sending them a TOS.

g. LAWA reserves the right to deem the Consultant ineligible to participate in a TOS or 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 Consultant is performing or has performed at the Airports.

5.2. 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 35.4.

b. LAWA may request changes to the scope of Services required by a Task Order(s) upon issuance of a written notice to Consultant in accordance with this section a (“Change Notice”). The Consultant 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 Consultant as to the extent of such impacts on time and compensation, not to be unreasonably withheld or delayed by the Consultant, an Amendment shall be executed by the Parties modifying the

Airport Bench Contract for Talent, Leadership & Organizational Development Services 6 subject Task Order accordingly. Execution of the Amendment by both Parties shall constitute the Consultant’s notice to proceed with the changes memorialized by the Amendment.

c. The Consultant 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, Consultant 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 Consultant performing such Services.

6. Completion of Consultant’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 Consultant 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 Consultant 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 Consultant, shall be added to the applicable period for completion of Consultant’s Services under this Contract.

6.2. Force Majeure Events.

a. If the performance by the Consultant 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 (including COVID-19, but excluding those impacts of COVID-19 that are in effect as of the Contract Effective Date); lockouts; failures of power; acts of God; tornados; 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

Airport Bench Contract for Talent, Leadership & Organizational Development Services 7 circumstance arising from any fault of the Consultant, the Consultant shall notify LAWA of such event or circumstance.

b. Following such notice, the Consultant’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 Consultant 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 Consultant shall exercise commercially reasonable efforts to overcome the impediment to performance.

d. Notwithstanding the foregoing, the Consultant 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 Consultant 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 Consultant in accordance with the Task Order(s) as such shall include the fully burdened hourly 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 Consultant (including, in its sole discretion, in response to a written and justified Consultant request) add positions to the list in Exhibit 1, adjust the hourly 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 TOS, direct solicitation, or Task Order. Any such addition(s) of positions, shall not entitle Consultant to claim any change to the 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 hourly 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 Consultant pursuant to this Contract under all Task Orders, the total compensation to be paid to the Consultant, together with such amounts paid or

Airport Bench Contract for Talent, Leadership & Organizational Development Services 8 payable by LAWA to other consultants under the terms of any Parallel ABC Contracts, shall not exceed the total sum of Ten Million Dollars ($10,000,000).

7.3. Requests for Payment.

a. If Consultant is performing Services under a Task Order and entitled to compensation, the Consultant 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. Consultant is obligated to collect monthly invoices from its sub-consultants and include the same in its monthly Request for Payment to ensure its sub-consultants 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 Consultant’s right to payment, Consultant shall submit any charge, invoice or Request for Payment no later than one hundred twenty (120) days from the last date of service for which payment is sought. The Parties agree that Consultant waives its right to payment for any charge, invoice, or Request for Payment submitted more than one hundred twenty (120) days from the last date of 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-consultant(s) invoices together with documentation that summarizes the Consultant’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 Consultant and for all sub-consultants 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 Consultant in a certification containing the following statement: “I certify, under penalty of perjury, under the laws of the State of California, that to

Airport Bench Contract for Talent, Leadership & Organizational Development Services 9 the best of my knowledge and belief, the above bill/invoice is just, true and correct according to the terms of this Contract, and that payment therefore has not been received.”

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. Consultant 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 Consultant within thirty (30) days of LAWA’s receipt and approval of a satisfactory invoice, subject to the following:

i. Any errors discovered in the Consultant’s invoicing by LAWA shall be brought to the Consultant’s attention during the review cycle and the Consultant 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 Consultant 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 Consultant’s Services, or any part thereof, have been satisfactorily performed or completed to justify release of any given payment to Consultant under the Contract.

iii. Consultant 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.

Airport Bench Contract for Talent, Leadership & Organizational Development Services 10

7.4. Prompt Payment to Subcontractor/Sub-Consultant Payments.

a. Consultant agrees to pay each sub-consultant under this Contract, and require the same of its sub-consultants, not later than seven (7) days after receipt of each payment, the respective amounts allowed the Consultant on account of the work performed by the sub-consultants, to the extent of each sub-consultant’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 Consultant to a sub-consultant or from a sub-consultant to a sub-consultant, the Consultant or sub-consultant may withhold no more than one hundred fifty percent (150%) of the disputed amount. Consultant shall include this provision in all contracts with sub-consultants.

7.5. Set-off.

LAWA shall have the right to retain, out of any payment otherwise due to Consultant under this Contract and any Task Order, an amount sufficient to satisfy any amount due and owing to LAWA from Consultant 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 Consultant 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. Consultant 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 Consultant’s performance of its obligations under the Contract Documents and each sub-consultant’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, Consultant 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 Consultant’s work locations from time to time with reasonable prior written notice and subject to safety and health protocols.

b. Consultant 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)

Airport Bench Contract for Talent, Leadership & Organizational Development Services 11 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 through remote access, for any lawful or contractually permitted purpose including audits, examinations, excerpts and transcriptions.

c. Consultant 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 consultant, or their designees, or any other authority with jurisdiction, discloses excess charges inaccurately or improperly invoiced or allocated to this Contract by the Consultant or its sub-consultants, Consultant agrees to remit the amount of the overpayment to 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, Consultant 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 Consultant, LAWA shall promptly remit the amount of the underpayment to the Consultant. The foregoing obligations to pay in the event of an overcharge do not apply to errors discovered in the processing of Requests for Payment in the ordinary course of business or to adjustments in the Consultant’s applicable common rate in Exhibit 1. Consultant shall include, in any and all sub-consultant agreements under this Contract that exceed One Hundred Thousand Dollars ($100,000.00), a provision setting forth the record retention requirements specified in this paragraph.

9. Personnel and Subcontracting.

9.1. Personnel Generally.

a. All Consultant’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. Consultant 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

Airport Bench Contract for Talent, Leadership & Organizational Development Services 12 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 request Consultant to remove from the work any personnel for any reason given in writing, which removal shall be required if LAWA determines, in its good faith discretion, that any Person engaged by or acting on behalf of a Consultant related party is not qualified to fulfill the responsibilities of their appointed Key Personnel position, poses a potential risk to the health, safety, or security threat of any person, the environment, the community or property, or is acting or threatening to act in a violent, harassing, discriminatory or illegal manner.

d. Upon such notice, Consultant 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, Consultant 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. Consultant shall provide one of each Key Personnel identified as being applicable the scope category (or categories) included in the Consultant’s scope of Services under this Contract.

b. Consultant shall promptly fill any vacant Key Personnel position. Consultant 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 Consultant 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. Consultant shall direct, coordinate, and control the activities of all subcontractors and sub-consultants with respect to the Services. The subcontracting, including through arrangements with sub-consultants, of all or any part of the Services by Consultant shall not relieve Consultant from any of the obligations or conditions of this Contract. As between the Parties, Consultant shall be solely responsible for the selection, pricing, scheduling, and performance of all subcontractors and sub-consultants (in each case of every tier), and for the performance, non-performance, acts, defaults, omissions, breaches, and negligence of the same, as

Airport Bench Contract for Talent, Leadership & Organizational Development Services 13 fully as if any such performance, non-performance, acts, defaults, omissions, breaches, or negligence were those of Consultant.

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

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

i. [to list out].

d. Consultant shall not without prior LAWA approval make or permit any assignment, transfer, change, or replacement of any of the foregoing identified subcontractors and sub-consultants, or of any other subcontractors or sub-consultants separately identified by Consultant and approved by LAWA in connection with a Task Order.

e. Consultant shall solicit bids and proposals from subcontractors and sub-consultants 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), Consultant shall not perform Services with any subcontractor or sub-consultant 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 Consultant and a debarred subcontractor or sub-consultant is void as a matter of law. A debarred subcontractor or sub-consultant may not receive any public money for performing work as a subcontractor or sub-consultant on a public works contract, and any public money that may have been paid to a debarred subcontractor or sub-consultant by Consultant shall be returned to LAWA.

Consultant shall be responsible for the payment of wages to workers of a debarred subcontractor or sub-consultant 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-consultant in accordance with law.

9.4. Subcontracting Terms and Records

a. Each subcontract and sub-consultant agreement shall incorporate all terms and provisions that this Contract or law require to be expressly incorporated in such subcontract and sub-consultant agreement, or that are otherwise necessary for Consultant 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. Consultant shall maintain records of all subcontracts and sub-consultant agreements to which Consultant is a party and will, upon LAWA request, provide

Airport Bench Contract for Talent, Leadership & Organizational Development Services 14

LAWA with a list describing all subcontracts and sub-consultant agreements and a copy of any such subcontracts and sub-consultant agreements.

10. Insurance.

10.1. Obligation to Procure.

a. Consultant shall procure at its sole expense, and keep in effect at all times during the term of this Contract, the types and amounts of insurance specified in Attachment A to the RFQ, Administrative Requirements under Insurance Requirements for Los Angeles World Airports, attached hereto and incorporated by reference herein (“Insurance Requirements”).

b. At LAWA’s sole discretion, the Insurance Requirements may be further defined and/or revised via each Task Order issued to Consultant, if any.

c. Furthermore, LAWA and Consultant agree that the insurance policy limits specified in this Section and Attachment 1 shall be reviewed by LAWA for adequacy annually, and/or before LAWA issues a Task Order(s), if any, to Consultant, throughout the term of this Contract, who may thereafter require Consultant to adjust the amount(s) of insurance coverage(s) to whatever amount(s) LAWA deems to be adequate.

10.2. Insurance Requirements.

a. In addition to the foregoing, the specified insurance (except for Workers’ Compensation and Professional Liability) shall also, by endorsement to the policies, include and insure City, LAWA, its Board and all of City’s officers, employees and agents, their successors and assigns, as additional insureds, against the areas of risk described in the Insurance Requirements for LAWA with respect to Consultant’s acts or omissions in its operations, use, and occupancy of the airports owned and operated by LAWA (the “Airports”) or other related functions performed by or on behalf of Consultant in, on or about the Airports.

b. LAWA reserves the right to have submitted to it, upon request, all pertinent information about the agent(s) and carrier(s) providing required insurance.

c. 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, Consultant’s Commercial General Liability Policy (“Policy”) shall provide Contractual Liability Coverage, and such insurance as is afforded by the Policy shall also apply to the tort liability of the City assumed by the Consultant under this Contract.

d. All such insurance shall be primary and noncontributing with any other insurance held by City’s Department of Airports where liability arises out of, or results from, Airport Bench Contract for Talent, Leadership & Organizational Development Services 15 the acts or omissions of Consultant, its agents, employees, officers, invitees, assigns, or any person or entity acting for, or on behalf of, Consultant.

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

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

10.3. 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 Consultant insured in the performance of Services under this Contract.

10.4. Evidence of Insurance.

a. Consultant shall provide proof of all specified insurance and related requirements to LAWA either by production of the actual insurance policy(ies), by use of LAWA’s own endorsement form(s), by broker’s letter acceptable to LAWA in both form and content in the case of foreign insurance syndicates, or by other written evidence of insurance acceptable to LAWA. The documents evidencing all specified coverages shall be filed with LAWA prior to the Consultant performing the Services hereunder. Such documents shall contain the applicable policy number(s), the inclusive dates of policy coverage(s), the insurance carrier’s name(s), and they shall bear an original or electronic signature of an authorized representative of said carrier(s), and they shall provide that such insurance shall not be subject to cancellation, reduction in coverage or non-renewal, except after the carrier(s) and the Consultant provide actual, written notice (by Certified Mail) to the City Attorney of the City of Los Angeles at least thirty (30) days prior to the effective date thereof.

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

c. In the event Consultant fails to furnish LAWA evidence of insurance, or to maintain the insurance as required under this Section, LAWA, upon ten (10) days’ prior written notice to Consultant of its intention to do so, shall have the right to secure

Airport Bench Contract for Talent, Leadership & Organizational Development Services 16 the required insurance at the cost and expense of Consultant. Consultant may secure its own insurance, and furnish evidence of such insurance to LAWA, during this ten (10) day period. Should Consultant 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 Consultant, and Consultant agrees to promptly reimburse LAWA for the cost thereof, plus fifteen percent (15%) for administrative overhead, and agrees to LAWA’s right to, alternatively, withhold same from a future payment(s) due and owning Consultant.

10.5. Subcontractors/Sub-Consultants.

a. Consultant shall include all of its subcontractors/sub-consultants as insureds under its policies and shall furnish separate certificates and endorsements for each subcontractor/sub-consultant.

b. All coverages for subcontractors/sub-consultants shall be subject to all of the requirements stated herein unless otherwise agreed to in writing by LAWA’s Chief Executive Officer (“CEO”) and approved as to form by the City Attorney.

11. LAWA and City Held Harmless.

a. To the fullest extent permitted by law, Consultant 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 Consultant and/or Consultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Consultant and/or Consultant’s agents or employees), or for damage to, or destruction of, any property (including property of Consultant and/or Consultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Consultant’s and/or sub-consultant’s performance 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 Consultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Consultant to indemnify or hold 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, liability, losses, damages, demands or expenses arise from Consultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, Airport Bench Contract for Talent, Leadership & Organizational Development Services 17 demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract.

b. For purposes of clarification, not of limitation, of the foregoing, in the case of any hazardous substance spill, leak, discharge or contamination by Consultant or its employees, servants, agents, contractors or sub-consultants which affects property of the City or LAWA or its tenants’ property, Consultant 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 Consultant 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 Consultant’s sole cost and expense and Consultant 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, Consultant 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 Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world.

Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and 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 Consultant’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. Consultant obligations regarding retention of project records, including as contained in Section 8;

b. Consultant obligations regarding insurance in Section 10;

Airport Bench Contract for Talent, Leadership & Organizational Development Services 18

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

d. Section 13 regarding intellectual property;

e. Section 26 regarding default and termination;

f. Section 28 regarding Consultant representations and warranties;

g. Section 29 regarding…