As of March 2025 1

WASHINGTON CONVENTION AND SPORTS AUTHORITY T/A EVENTS DC

STANDARD CONTRACT TERMS AND CONDITIONS

These Standard Contract Terms and Conditions (“SCTs”) govern the provision of goods and/or services by Contractor to the Washington Convention and Sports Authority t/a Events DC (“Events DC”). The terms set forth herein shall be deemed accepted upon the execution of a contract between Contractor and Events DC (each a “Party” and collectively referred to hereafter as, the “Parties”), that incorporates by reference these SCTs. These SCTs shall become effective as of the date of contract execution. The Parties hereby agree as follows:

1. Term. The term of the contract shall commence on the effective date, as defined in the contract, and shall end on the expiration date set forth therein, unless otherwise terminated pursuant to Section 6 of these SCTs. Any option year(s) contained in the contract, if exercised by Events DC, will obligate Contractor to perform the services set forth therein through the agreed upon option period unless otherwise terminated pursuant to Section 6 of these SCTs. The contract shall not become legally binding until fully executed by both Parties’ authorized signatories.

2. Performance. In fulfilling its obligations under the contract, Contractor agrees to (i) provide all goods and services set forth in the contract in a professional and workmanlike manner; (ii) comply with all Applicable Laws; (iii) comply with all manufacturer recommendations, specifications, and warranty requirements; and (iv) abide by all terms and conditions set forth herein and in the contract.

3. Contractor Status. Contractor is an independent contractor and the contract shall not, in any way, create or form a partnership or joint venture with Events DC. In no event shall any agent, servant, or employee of Contractor be deemed an agent, servant, or employee of Events DC.

4. No Subcontracting. Contractor shall not be permitted to subcontract any of its performance obligations under the contract without prior written consent from Events DC. All permitted subcontracts shall be in writing and subcontractors shall agree in writing to be bound by Events DC’s SCTs and the terms of the contract. Contractor shall remain fully responsible for a subcontractor’s failure to conform with the terms and obligations in these SCTs and in the contract.

5. Financial Obligations.

5.1. Invoicing. Contractor shall submit proper invoices to Events DC’s Accounts Payable

Office, in PDF format, via email (invoices@eventsdc.com) with the name and invoice number in the subject line. An invoice delivered to the Contracting Officer’s Technical Representative shall be of no effect. A proper and complete invoice shall be on Contractor’s letterhead and contain the following information:

a. The name, address, e-mail, and telephone number of Contractor and Contractor’s point of contact;

mailto:invoices@eventsdc.com

As of March 2025 2

b. The contract number and service/purchase order number;

c. The period during which the goods or services were provided (“Billing

Period”);

d. A description of the goods or services provided during the Billing Period;

e. The cost of the goods or services provided during the Billing Period;

f. A uniquely assigned invoice number;

g. The invoice date; and

h. The correct invoice amount.

Incomplete invoices or invoices containing inaccurate or unsubstantiated information will not be accepted. Events DC will not make payment based on statements, quotations, service contracts, letters of intent, or memoranda of understanding or other non-invoice documents.

5.2. Payment. Unless otherwise agreed to by the Parties, Events DC will pay Contractor within thirty (30) days of receiving a proper invoice, but only for goods or services provided which are accepted by Events DC, less any deductions, allowances, or discounts provided for in the contract. Such goods and services are to be invoiced at the amount(s) set forth in the contract. Unless otherwise specified in the contract, Events DC will not prepay for any goods or services. Contractor shall not be paid or reimbursed for travel or per diem expenses incurred during performance of the contract unless otherwise agreed to in the contract or by Events DC in writing.

5.3. Taxes. Contractor acknowledges that Events DC is exempt from and will not pay Federal

Excise Tax, Transportation Tax, and District of Columbia Sales and Use Taxes. Tax exemption certificates are no longer issued by the District for Federal Excise Tax. As such, Contractor may use the following statement when claiming tax deductions for Federal Excise Tax exempt items sold to Events DC.

“THE WASHINGTON CONVENTION AND SPORTS AUTHORITY T/A EVENTS DC, AS AN

INDEPENDENT AGENCY OF THE DISTRICT OF COLUMBIA GOVERNMENT, IS EXEMPT

FROM FEDERAL EXCISE TAX UNDER REGISTRATION NO. 52-73-0206-K, INTERNAL

REVENUE SERVICE, BALTIMORE, MARYLAND.”

Events DC is also exempt from Maryland Sales Tax and is registered with the Maryland Comptroller of the Treasury for purposes of the following: Deliveries to other District Departments or Agencies – Exemption No. 09339.

5.4. Anti-Deficiency. Contractor acknowledges the responsibility of Events DC to fulfill financial obligations of any kind is and shall remain subject to the provisions of (i) the federal Anti- Deficiency Act (31 U.S.C. §§ 1341, 1342, 1349-51 and 1511-19); (ii) the District of Columbia Anti-Deficiency Act (D.C. Code §§ 47-355.01-.08) ((i) and (ii) collectively, as amended from time to time, the “Anti- Deficiency Acts”); and (iii) Section 446 of the District of Columbia Home Rule Act (D.C. Code § 1-204.46).

Pursuant to the Anti-Deficiency Acts, nothing in the contract shall create an obligation of Events DC in anticipation of a financial appropriation for such purpose, and Events DC’s legal liability for the payment of any of its obligations under the contract shall not arise in advance of the lawful availability of appropriated funds for the applicable fiscal year. Under no circumstances will any officer, employee, director, member, or other natural person or agent of Events DC have any personal liability in connection with the breach of the provisions of this Section.

As of March 2025 3

6. Default, Termination, Stop Work and Contract Changes.

6.1. Termination for Default. Events DC may, subject to this Section and in addition to its other rights set forth herein, declare Contractor to be in default by written notice thereof, and, in its sole and absolute discretion, terminate the contract in part or in whole for any of the following reasons:

a. Failure to begin work within the time specified in the contract;

b. Failure to provide goods or services in the time specified in the contract;

c. Improper delivery;

d. Failure to provide goods or services in conformance with the specifications of the contract or with applicable professional or generally accepted skill, promptness and diligence;

e. Failure or refusal to remove and replace any goods or services rejected as defective, deficient, or nonconforming;

f. Failure to comply with Applicable Laws;

g. Discontinuance or delay of work without Events DC’s approval;

h. Contractor’s insolvency or petition for bankruptcy;

i. Conviction of a crime arising out of or in connection with the performance of the contract;

j. Failure to protect, repair, or to make good any damage or injury to Events

DC’s property;

k. Breach of any provision of these SCTs or the contract;

l. Failure to comply with representations made in Contractor's bid/proposal; or

m. Failure to perform its obligations to the reasonable satisfaction of Events DC.

6.1.1. In every event of default by Contractor, in addition to every other right or remedy otherwise provided under the Contract or by law or in equity, Events DC may terminate this Contract.

6.1.2. If Events DC terminates the contract in whole or in part under this Section 6.1, Events DC may acquire, upon such terms and in such manner as it determines, goods or services similar or identical to those so terminated, and Contractor shall be liable to Events DC for any reasonable excess costs for such similar or identical goods or services incurred by Events DC. In the event of partial termination, Contractor shall continue to perform all work not terminated.

6.1.3. If the contract is terminated for default, Events DC, in addition to any other rights provided herein, may require Contractor to transfer title and deliver immediately to Events DC in the manner and to the extent directed, such partially completed and completed work. Payment for completed work accepted by Events DC shall be at the contract price and payment for partially completed work shall be in an amount agreed upon by Contractor and Events DC. Events DC may, in its sole and absolute discretion, withhold from amounts otherwise due to Contractor for such completed or partially completed work, such sum as Events DC determines necessary to protect it against loss.

6.1.4. If, after termination, it is determined Contractor was not in default, or the default was excusable, the rights and obligations of the Parties shall be the same as if the termination had been issued pursuant to Section 6.2 hereunder.

6.1.5. The rights and remedies of Events DC as provided in this Section shall not be exclusive and any other rights and remedies provided by law, in equity, or set forth in the contract are hereby reserved. Events DC’s failure to exercise any rights or remedies provided in this Section shall not

As of March 2025 4 be construed as a waiver by Events DC of its rights or remedies in regard to the event of default or any subsequent default by Contractor.

6.2. Termination for Convenience. Events DC shall have the right to terminate the contract, in part or in whole, for its convenience if Events DC determines termination is in its best interest. The CCO shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date. In the event of partial termination, Contractor shall continue to perform all work not terminated. If Events DC terminates the contract or a portion thereof for convenience, Contractor shall be entitled to be paid only for terminated work that was satisfactorily completed and accepted prior to the effective date of termination. In no event shall Contractor be entitled to recover lost profits associated with the work terminated under this Section.

6.3. Continuity of Services. The Contractor recognizes that the services to be provided under the contract are vital to Events DC and must be continued without interruption and that, upon contract expiration or termination, a successor (either Events DC or another contractor), may, at Events DC’s option, continue to provide these services. To that end, the Contractor agrees to: (i) as more fully described below, cooperate fully with Events DC and any successor contractor to effect an orderly and efficient transition to the successor contractor; (ii) upon request, in conjunction with Events DC and the successor contractor, develop a comprehensive transition and succession plan, which plan shall be submitted to the CCO for review and approval; and (iii) provide transition services for up to ninety (90) days after the expiration of the contract (the “Transition Period”).

6.3.1. The Contractor shall provide sufficient experienced personnel during the

Transition Period to ensure that the services called for by the contract are maintained at the required level of proficiency.

6.3.2. The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by the contract.

6.3.3. Only in accordance with a modification issued by the CCO, the Contractor shall be reimbursed for all reasonable transition costs (i.e., costs incurred within the agreed period after contract termination/expiration that result from phase-in, phase-out operations).

6.4. Stop Work Order. Events DC may, at any time by written notice to Contractor, suspend all or any part of the work set forth in the contract for any reason, including but not limited to, non-compliance with any of the provisions set forth herein or for failure to comply with the requirements of the contract, for any period of time Events DC deems appropriate (the “Stop Work Period”). Upon receipt of such notice, Contractor shall immediately suspend all work so noticed, take reasonable steps to minimize any losses Contractor would suffer in the event the work is not restarted or is otherwise terminated, and comply with any reasonable requests of Events DC. Contractor shall resume the suspended work only upon receiving written notice from Events DC. If Events DC does not provide Contractor with written authorization to resume the suspended work prior to the end of the Stop Work Period or Events DC does not extend the Stop Work Period, such suspended work shall be deemed terminated pursuant to Section 6.2 herein.

6.5. Contract Changes. The CCO may, at any time, by written order, and without notice to

Contractor’s surety or guarantor, if any, make changes to the contract within the general scope thereof in accordance with Section 8.2. If such change causes an increase or decrease in the cost of performance of

As of March 2025 5 this contract, or in the time required for performance, an equitable adjustment shall be made. Any claim for adjustment under this paragraph must be asserted within ten (10) days from the date the change is offered, provided, however, that the CCO, if he or she determines that the facts justify such action, may receive, consider and adjust any such claim asserted at any time prior to the date of final settlement of the contract. If the parties fail to agree upon the adjustment to be made, the dispute shall be determined as provided in Section 8.5. Nothing in this Section shall excuse the Contractor from proceeding with the contract as changed.

7. Force Majeure. Neither Party will incur any liability to the other if its performance of any contractual obligation is made impossible or is otherwise delayed by causes beyond its control and without the fault or negligence of such Party. Causes beyond a Party’s control include, but are not limited to, the following:

a. Acts of God;

b. Acts of war or terrorism;

c. Natural disasters, including earthquakes, fires, and floods;

d. Epidemics, pandemics or quarantine restrictions;

e. Civil unrest;

f. Freight embargoes;

g. Changes in controlling laws or regulations; or

h. A declared emergency.

If either Party seeks to suspend performance under this Section, it must notify the other Party in writing within five (5) days of the date it knew or should have known that such cause would prevent or delay its performance. The written notification shall include, at a minimum, the following: (i) a full description of the force majeure event and its effect on performance; (ii) a statement clarifying whether performance is prevented or delayed; and (iii) if performance is delayed, contain an estimated time at which performance will resume. It shall be the burden of the claiming Party to prove the force majeure event either prevented or delayed performance despite the claiming Party’s diligent efforts. The receiving Party may, after receiving notification of such event, elect to terminate the contract or extend the time for performance.

8. Contract Administration.

8.1. Chief Contracting Officer. Contracts will be entered into and signed on behalf of Events

DC only by the Chief Contracting Officer (“CCO”) or the CCO’s designee. Events DC’s CCO is:

President and Chief Executive Officer Events DC 801 Allen Y. Lew Place, NW Washington, DC 20001

8.2. Change Orders. The CCO is the only person authorized on behalf of Events DC to approve any changes in any requirements or deliverables in the contract. Contractor agrees not to comply with any order, directive, or request, from a person other than the CCO, that changes or otherwise modifies the requirements or deliverables of the contract. Any such change issued by the CCO must be in writing and signed by the CCO to be effective.

As of March 2025 6

8.3. Contracting Officer’s Technical Representative. The Contracting Officer’s Technical Representative (the “COTR”) shall be responsible for the general administration of the contract, including, but not limited to, overseeing Contractor’s performance and advising the CCO as to any compliance issues.

The COTR shall be named in the contract. Under no circumstances will the COTR have the authority to make changes to the contract or any of the terms set forth herein.

8.4. Unauthorized Work. Contractor specifically acknowledges and agrees that in the event it performs, without prior written authorization from the CCO, any work not set forth in the contract, Contractor shall be denied compensation or other relief, whether under quantum meruit or otherwise, for any such work performed and that Contractor may also be required, at its sole cost and expense, to take any corrective action made necessary by the unauthorized work. In the event Contractor makes changes to the contract deliverables at the instruction or request of any person other than the CCO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any costs incurred by Contractor as a result thereof.

8.5. Contract Disputes. All disputes arising under or related to the contract shall be resolved in accordance with this Section. To make a claim under the contract, Contractor shall submit a written claim to the CCO. Contractor’s claim shall contain, at a minimum, the following:

a. A description of the claim and the amount in dispute (if applicable);

b. Any information needed to support the legitimacy of the claim;

c. A description of Contractor’s efforts to resolve the dispute prior to filing the claim;

and

d. Contractor’s requested remedy.

8.5.1. If the claim filed by Contractor has a value of more than $50,000, the claim shall be accompanied by a certification stating the claim is made in good faith and the supporting information is accurate and complete to the best of Contractor’s knowledge and belief.

8.5.2. If the CCO cannot resolve a claim after informal discussion, the CCO shall, within sixty (60) days of receipt of the claim, issue a written decision granting or denying the claim, giving Events DC’s reasoning, and setting forth Contractor’s appeal rights. The CCO’s failure to issue a decision within this time shall be deemed a denial of the claim for the purpose of appealing the final decision to the District of Columbia Contract Appeals Board.

8.5.3. The District of Columbia Contract Appeals Board shall have exclusive jurisdiction to review all Contractor appeals from the CCO’s final determination.

9. Inspection, Acceptance, and Rejection of Goods and Services.

9.1. Inspection. The COTR will inspect all goods and services delivered under the contract within thirty (30) days following delivery and/or performance (the “Initial Inspection”) to ensure the goods and services are of superior quality and conform with the requirements set forth in the contract.

9.2. Acceptance. No goods provided, nor services performed under the contract shall be deemed accepted until the COTR has inspected the goods or services and makes a written determination that such goods or services conform with the requirements of the contract. Payment for goods or services shall not constitute acceptance of such goods or services.

As of March 2025 7

9.3. Rejection. Any goods or services found to be defective, deficient, or otherwise in nonconformance with the contract may be rejected upon the Initial Inspection or at any later time if the defect, deficiency, or nonconformance was not readily ascertainable during the Initial Inspection. If the determination is made that any goods or services are to be rejected, Events DC will provide Contractor with a rejection notice.

9.3.1. Upon receiving such notice of rejection, Contractor shall promptly replace all rejected goods and reperform all rejected services to the satisfaction of Events DC at no increase in the contract amount. If Contractor fails, refuses, or neglects to do so, or if the defect in goods or services cannot be corrected by re-performance, Events DC may: (i) procure equivalent goods or services from another source and shall deduct such costs from any monies due to Contractor or that may become due thereafter; and/or (ii) reduce the contract price to reflect the goods not received and/or the services not performed.

9.3.2. If Events DC rejects any goods, it shall be the duty of Contractor to remove such rejected goods from Events DC’s premises within twenty (20) days of receiving the rejection notice. If Contractor fails to remove such goods within the period set forth herein, such goods will be regarded as abandoned, and Events DC shall have the right to dispose of such goods as Events DC’s own property.

Events DC shall retain all proceeds obtained from such disposal to offset the cost of storage and sale.

Under no circumstances will Contractor retain any rights in property deemed abandoned under this Section or proceeds of sale related thereto.

10. Audit. Events DC and any other District of Columbia or United States governmental entity shall, at no charge, and with advance written notice to Contractor, have the right to audit the financial books, documents, payroll records, and other data of Contractor to the extent such information is related to the contract or the performance thereof. This may include, but shall not be limited to, costs and pricing data, time sheets, and equipment maintenance records. Contractor agrees to maintain and allow Events DC, its authorized representative, or a governmental entity access to all such information for a period of three

(3) years following the expiration or termination of the contract. This Section shall survive termination or expiration of the contract.

11. Damage to Property. Contractor shall ensure Events DC’s property is protected from damage throughout the performance of the contract and Contractor shall, at Contractor’s sole cost and expense, replace or repair all damaged property of Events DC if such damage is attributable to Contractor.

12. Warranty. Contractor warrants that all goods provided and all services performed under the contract by Contractor, its subcontractors, employees, or agents shall conform with the requirements of the contract and be free and clear of any defects in materials or workmanship for a period of one (1) year following acceptance by the COTR. Should the goods or services provided prove to be defective, deficient, or nonconforming during the one-year warranty period following acceptance, Contractor shall, at its sole cost and expense, replace any such goods and reperform any such services to the satisfaction of Events DC. If Contractor fails, refuses, or neglects to replace the goods or reperform the services under this Section, Events DC may, at its sole and absolute discretion, have the goods replaced or services reperformed and charge any associated costs back to Contractor or make an equitable adjustment to the contract price.

As of March 2025 8

13. Intellectual Property Representation and Warranty. Contractor represents and warrants that all materials, products, supplies, and/or software provided by Contractor to Events DC are owned or duly licensed by Contractor and do not infringe or misappropriate the rights of any other person or entity and do not infringe upon any copyright, trademark, or other intellectual property or privacy right of any third party. Contractor further represents and warrants that Contractor has the right to sell, license, convey, or otherwise transfer rights in all materials, products, supplies, and/or software to Events DC without consent from the respective owner(s) and Contractor has obtained such transfer rights directly from such owner(s). This Section shall survive termination or expiration of the contract.

14. Indemnification. Contractor shall indemnify and hold harmless Events DC and all its directors, officers, agents, employees, and representatives from and against any and all losses, expenses (including reasonable attorney’s fees), liabilities, claims, and damages of any kind, including any claim of intellectual property infringement, arising from or relating to or as a consequence of any act, omission, neglect, breach or default of Contractor, its agents, employees, or its subcontractors in connection with the contract. The indemnification obligation under this Section shall not be limited by the existence of any insurance policy or by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor. Events DC agrees to give Contractor written notice of any claim of indemnity under this Section. Contractor shall have the right and sole authority to control the defense or settlement of such claim with counsel satisfactory to Events DC, provided that no contribution or action by Events DC is required in connection with the settlement. This Section shall survive termination or expiration of the contract.

15. Release of Information.

15.1. Confidentiality. Contractor shall guard the confidentiality of all of Events DC’s information and materials provided to Contractor, whether or not such information and materials are affirmatively designated as confidential by Events DC, with the same level of diligence and care as it guards its own proprietary and confidential information. If Contractor needs to disclose Events DC’s information to a third party to assist Contractor with performance of the contract, Contractor shall first obtain written permission from Events DC and ensure the third party signs an agreement containing substantially the same provisions contained in this Section. Contractor acknowledges that failure to safeguard any of Events DC’s information and materials shall constitute a material breach of the contract, and, in Events DC’s sole and absolute discretion, may result in termination for default. The confidentiality requirements contained in this Section shall not apply to (i) information Events DC makes publicly available; (ii) information that is, at the time of disclosure, lawfully known to Contractor without any restriction on disclosure; (iii) information that is independently developed by Contractor without breaching Contractor’s obligations set forth herein and in the contract; or (iv) information that is required to be disclosed by law, regulation, or court order. This Section shall survive termination or expiration of the contract.

15.2. Publicity. Contractor shall, at all times, obtain the prior written consent of Events DC before it, any of its officers, agents, employees, or subcontractors makes any statement or issues any material for publication through any medium of communication, related to the work performed under the contract. This Section shall survive termination or expiration of the contract.

15.3. Request for Records. Events DC, in its sole discretion, may make available for public inspection and copying any record produced or collected pursuant to an Events DC contract with a contractor. If Events DC receives a request for a record maintained by Contractor, then a copy of the request will be provided to Contractor, and Contractor shall cooperate with Events DC in responding to

As of March 2025 9 the request by, among other actions, providing all responsive records to Events DC within the timeframe designated by Events DC. Events DC will determine whether such records will be released and will reimburse Contractor for the reasonable cost of producing the records. This Section shall survive termination or expiration of the contract.

16. Compliance with Laws. In addition to complying with the applicable provisions set forth in these SCTs and in the contract, Contractor shall ensure all goods delivered and services performed under the contract comply with all applicable federal, District, and state statutes, laws, codes, regulations, ordinances, rules, requirements, orders, and industry standards (collectively “Applicable Laws”). It shall be the sole responsibility of Contractor to determine which Applicable Laws apply to the goods delivered and services performed under the contract. UNDER NO CIRCUMSTANCES WILL EVENTS DC BE LIABLE TO CONTRACTOR FOR CONTRACTOR’S FAILURE TO COMPLY WITH APPLICABLE LAWS WHETHER OR NOT EVENTS DC MADE CONTRACTOR AWARE OF SUCH PRIOR TO, DURING, OR FOLLOWING PERFORMANCE, EXPIRATION, OR TERMINATION OF THE CONTRACT.

16.1. Non-discrimination. Contractor shall not discriminate in any manner against any employee or applicant for employment that would constitute a violation of the District of Columbia Human Rights Act and shall comply with all requirements of the District of Columbia Human Rights Act (D.C. Code § 2-1402.01 et seq.).

16.2. Health and Safety Standards. Goods delivered, and services performed under the contract shall comply with all requirements of the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §§ 651-78) and the D.C. Occupational Safety and Health Act of 1988, as amended (D.C. Code §§ 32-1101-24).

16.3. Americans with Disabilities Act. Throughout the performance of the contract, Contractor and any of its subcontractors shall comply with the Americans with Disabilities Act of 1990, as amended (42 U.S.C. § 12102 et seq.).

16.4. Section 504 of the Rehabilitation Act of 1973. Throughout performance of the contract, Contractor and any of its subcontractors shall comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794).

16.5. Living Wage Act of 2006. Throughout the performance of the contract, Contractor and any of its subcontractors shall comply with the Living Wage Act of 2006, as amended (D.C. Code §§ 2- 220.01-.11).

16.6. Department of Labor Wage Determinations. Contractor shall be bound by the current and applicable Wage Determination issued by the United States Department of Labor in accordance with the Service Contract Act (41 U.S.C. § 351 et seq.) for the term of the contract. If Events DC elects to exercise an option year contained in the contract, Contractor shall be bound by the applicable wage rate at the time the option year is exercised.

16.7. Other Laws Incorporated by Reference. In addition to the laws set forth in this Section

16, Contractor and its subcontractors agree to abide by the following Acts, which are incorporated herein by reference, to the extent such Acts are applicable to the performance of the contract.

a. Contract Work Hours and Safety Standards Act, as amended (40 U.S.C. § 328(b));

b. Fair Labor Standards Act of 1938, as amended (29 U.S.C. § 206); and

As of March 2025 10

c. Buy American Act of 1933, as amended (41 U.S.C. § 10(a)-(d)).

17. Economic Opportunity.

17.1. Certified Businesses. If the amount of the contract exceeds $250,000, Contractor shall ensure at least thirty-five percent (35%) of the total value of the contract is awarded to entities that are certified as Small Business Enterprises (“SBEs”) by the District of Columbia Department of Small and Local Business Development in accordance with the Small, Local, and Disadvantaged Business Development and Assistance Act of 2005, as amended (D.C. Code § 2-218.01 et seq.). If there are insufficient qualified SBEs to completely fulfill this requirement, then the subcontractor requirement may be satisfied by subcontracting thirty-five percent (35%) of the dollar volume to any qualified Certified Business Enterprise (“CBE”) (as certified by the District of Columbia Department of Small and Local Business Development);

provided that all reasonable efforts shall be made to ensure that qualified SBEs are significant participants in the overall subcontracting work. In the event the Contractor is unable to identify a sufficient number of SBE and/or CBE subcontractors to fulfill this requirement, the Contractor may request a waiver from the Department of Small and Local Business Development in accordance with applicable law. In accordance with D.C. Code § 2-218.46(a)(3) the requirements of this Section 17.1 shall not apply to a prime Contractor that is certified by the Department of Small and Local Business Development as a CBE.

17.2. First Source Employment. Contractor shall comply as applicable with the Workforce

Intermediary Establishment and Reform of First Source Amendment Act of 2011 as amended (“First Source Act”), D.C. Code § 2-219.01 et seq. Specifically, if the amount of the contract exceeds $300,000, Contractor shall enter into a First Source Employment Agreement with the DC Department of Employment Services and shall ensure at least fifty-one percent (51%) of persons hired to provide services under the contract are District of Columbia residents in accordance with the First Source Act.

18. Insurance.

18.1. Notwithstanding any indemnification or limitation of liability provisions set forth herein, Contractor shall secure, at its sole cost, for the duration of the contract, from a company licensed by the District of Columbia, insurance, the coverage, forms and limits of which are set forth below (or other forms and at limits as may be reasonably required by Events DC), for claims arising from injury or death to persons or damage to property and contractual liability. Contractor’s policy shall be the “occurrence” form, including coverage for operations, contractual liability (including the indemnification liability assumed herein), and products and completed operations. The insurance policies required by these SCTs shall be obtained from insurance companies rated A-/VII or better by A.M. Best Co. Insurance required of Contractor shall be primary and non-contributory. Except for workers compensation, all policies shall contain an endorsement stating that the Washington Convention and Sports Authority t/a Events DC, its Board of Directors, officers and employees, and the District of Columbia are included as additional insureds. At least fourteen (14) days prior to the commencement of the services to be performed under the contract, Contractor shall submit to Events DC a standard Acord® certificate evidencing the following insurance coverage required herein and which shall identify the additional insureds herein.

a. Commercial general liability insurance, written on an occurrence basis, at limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate, for bodily injury (including death) and property damage liability, including broad form coverage for property damage, products and completed operations, personal injury (e.g., false arrest, false imprisonment, As of March 2025 11 defamation, libel and slander, discrimination and invasion of privacy), independent contractor’s liability and contractual liability;

b. Umbrella liability insurance (or excess liability insurance), which shall be excess of any general liability and automobile liability policy, and which shall be following form or be broader than underlying policies, at per occurrence limits of at least $5,000,000;

c. Automobile liability insurance in the amount of at least $1,000,000 combined single limit, which shall cover bodily injury (or death) and property damage, and covering owned, hired or non-owned vehicles and any other equipment required to be licensed for road use;

d. Workers’ compensation insurance at statutory limits, and employer’s liability coverage at limits of at least $100,000 per occurrence for bodily injury by accident and $100,000 per employee for bodily injury by disease, with a $500,000 policy limit;

e. All-risk property insurance to protect against loss of owned or rented equipment and tools brought onto and/or used on any portion of the premises by Contractor and its subcontractors;

f. Fidelity bond/crime insurance covering employee and subcontractor dishonesty, theft, and fraudulent acts at limits of not than $1,000,000 for each loss;

g. Errors and omissions/professional liability insurance at limits of at least $5,000,000 per claim and $5,000,000 aggregate. The retroactive insurance date of such insurance shall be no later than the commencement date of the contract; and

h. Technology and telecommunications (or “Cyber”) liability insurance at limits of at least

$1,000,000 per claim and $3,000,000 aggregate, for claims resulting from a failure of computer security, theft or disclosure of confidential information, unauthorized access, unauthorized use, service attack, transmission of a computer virus, failure to protect personally identifiable or confidential information, and potential or actual violation of a privacy regulation.

18.2. Contractor shall require its subcontractors to maintain commercial general liability, workers compensation, employer’s liability, and automotive liability insurance coverage at the Contractor limits above. Except for workers’ compensation, the policies described above shall each contain an endorsement to include the Washington Convention and Sports Authority t/a Events DC as additional insured or loss payee as applicable. Certificates of insurance as maintained by such subcontractors must be furnished to Events DC prior to the commencement of any work.

18.3. Contractor shall immediately report in writing to Events DC any incident that may reasonably be expected to result in any claim under any insurance required herein. Contractor shall cooperate fully with Events DC in the investigation and disposition of any claim or claims arising out of the performance of the contract.

19. Covenant Against Contingent Fees. Contractor represents and warrants no person or selling agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees

As of March 2025 12 or bona fide established commercial or selling agencies maintained by Contractor for the purpose of securing business. For breach or violation of this warranty, Events DC shall have the right to terminate the contract without any liability whatsoever, or, in its sole and absolute discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee from Contractor.

20. Events DC Employees not to Benefit. No officer or employee of Events DC will be permitted to share in or benefit from any part of the contract. Any contract entered into by Events DC in which an officer or employee of Events DC will be personally interested shall be void and no payment shall be made by Events DC or any officer thereof. This Section shall not be construed to extend to the contract if made with a corporation for its general benefit. An Events DC employee shall not be a party to a contract with Events DC and will not knowingly cause or allow a business concern or other organization owned or substantially owned or controlled by the employee to be a party to such a contract. Contractor represents and covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the contract. Contractor further covenants not to employ any person having such known interests in the performance of the contract.

21. General.

21.1. Assignment. Contractor may not assign the payment or any right or obligation under the contract, whether directly or indirectly, without the prior written consent of Events DC. Any attempt at such assignment shall be deemed null and void and of no effect. Notwithstanding the forgoing, Contractor may assign its rights and obligations under this agreement without the approval of Events DC, provided Contractor gives Events DC reasonable notice of such assignment, to an entity that (i) acquires substantially all of the assets or stock of, merges or consolidates with or into, or acquires a controlling interest in Contractor; and (ii) expressly assumes in writing Contractor's obligations and responsibilities set forth herein and in the contract.

21.2. Choice of Law and Jurisdiction. These SCTs and the contract shall be governed by and construed in accordance with the laws of the District of Columbia, regardless of its conflicts of law rules.

With respect to any suit, action, or proceeding relating to the contract, Contractor hereby irrevocably submits to the exclusive jurisdiction of the Superior Court of the District of Columbia and the United States District Court for the District of Columbia. This Section shall survive termination or expiration of the contract.

21.3. Severability. In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or otherwise unenforceable, in whole or in part, such provision shall be severed and become inoperative, and the remaining provisions shall be operative and remain in full force and effect without being impaired or invalidated in any way.

21.4. Notice. Any notice or communication required or permitted under the contract shall be in writing, sent to the address below by one of the following methods: (i) hand delivery, (ii) certified U.S.

Mail, return receipt requested, or (iii) a reputable express delivery service with delivery confirmation. Such notice or communication shall be deemed effective upon receipt or refusal to accept delivery.

If to Contractor: Contractor contact provided in the contract

If to Events DC: President and Chief Executive Officer

As of March 2025 13

Events DC 801 Allen Y. Lew Place, NW Washington, DC 20001

With a Copy to: Office of the General Counsel

Events DC 801 Allen Y. Lew Place, NW Washington, DC 20001

21.5. Waiver. No waiver of any provision set forth herein or in the contract shall be valid unless the same is in writing and signed by the Party against whom such waiver is sought to be enforced. No valid waiver of any provision shall be deemed a waiver of any other provision. No delay or omission by either Party in exercising any right set forth herein or under the contract will operate as a waiver of that or any other right. The waiver of a breach of contract claim will not constitute a waiver of any subsequent breach thereof.

21.6. Entire Agreement. These SCTs, Events DC’s Construction Addendum and accompanying attachments (if applicable), and the contract, including all referenced documents, exhibits, and attachments thereto constitute the entire agreement between the Parties and supersedes all prior negotiations, representations, or contemporaneous agreements between the Parties and their representatives, whether made in writing, orally, or otherwise. No negotiations between the Parties, nor any custom or usage shall be permitted to modify or contradict any of the terms and conditions set forth herein. The contract and the terms set forth herein may only be modified, altered, or amended by a written agreement signed by the authorized signatories of both Parties.