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MEMORANDUM OF AGREEMENT

WHEREAS, the United States Transportation Security Administration (“TSA”) is responsible for

the security of and staffing enforcement personnel at the Airport’s security checkpoints and exit lanes

(“Exit Lanes”), including preventing access via the Exit Lanes into the sterile area of the Airport;

WHEREAS, due to unprecedented personnel shortages, TSA has advised the Port and STAC

that staffing the Exit Lanes with TSA personnel will require reduced staffing of security checkpoints at the

Airport, causing potential congestion and passenger processing delays at the security checkpoints;

WHEREAS, in connection with the above, particularly during the summer season when the

while also allowing TSA to ensure appropriate staffing of the Exit Lanes and security checkpoints through

the assistance of STAC;

WHEREAS, in connection with providing such personnel to TSA to staff the Exit Lanes and

security checkpoints, STAC has requested reimbursement for the cost of providing such personnel from

the Port; and

NOW, THEREFORE, in consideration of the promises, the terms and conditions set forth herein,

and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Port and STAC, agree as follows:

and retaking possession of their items post-security) at designated security checkpoints (the “Designated

Checkpoint Locations” and, together with the Covered Exit Lanes, the “Covered Locations”), through the

duration of this Agreement. Minimum staffing levels for the coverage state in this Section 1 shall consist

of:

a. Twelve (16) agents assigned to both AM (5:00 am to 1:30 pm) and PM (1:00 pm

to 11:30 pm) shifts (Monday through Sunday) for divestiture operations at the Designated Checkpoint

Locations; and

b. Two (2) agents assigned per Covered Exit Lanes from 5:00 am to 11:30 pm

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The parties acknowledge and agree that STAC will provide the personnel to staff the Covered

Locations as described in this Agreement through a subcontract with VIP Hospitality LLC (VIP) or another

qualified subcontractor (each a “STAC Subcontractor” and, collectively, the “STAC Subcontractors”).

STAC may appoint up to two different STAC Subcontractors for performance of this Agreement (which

may or may not include VIP). TSA shall approve in writing (with copy to the Port) each utilized STAC

Subcontractor

b. STAC shall at all times comply (and shall ensure that STAC Subcontractor(s) and

all Personnel comply) with all requirements and directives of TSA in STAC’s performance of the Exit Lane

staffing and related obligations described herein, including all considerations for required staffing,

placement, alarm response, special circumstances, breach protocols, and safety guidelines.

during the duration of this Agreement during the time periods staffed by Personnel as required under

Section 1 above (1) that Personnel are assigned and in place in full accordance with TSA’s requirements

and directives; (2) that the Covered Exit Lanes are never left unattended; and (3) that no one enters the

sterile area of the Airport through the Covered Exit Lanes.

d. STAC will ensure Personnel will be assigned to and provide divesting / revesting

assistance at Designated Checkpoint Locations, as designated by TSA with the Port’s concurrence.

While performing divesting and revesting duties, STAC shall ensure that such Personnel are always

under the direct supervision of TSA transportation security officers.

3. Duration. This Agreement shall commence as of the Effective Date and shall continue

through 12:00 pm, January 15, 2026, subject to the provisions of Section 9 below.

4. Security Protocols, Procedures and Training. STAC warrants and represents to the Port

that TSA, using TSA certified trainers, shall provide prior to the Work Start Date (or before assignment to

Covered Locations, shall provide) STAC, STAC Subcontractor(s) and all Personnel with all mandatory

and/or necessary training, assigned duties, standards, procedures and protocols for staffing the Exit

Gates in full accordance with TSA’s regulatory and operational requirements. The foregoing training shall

include required procedures and standards for full compliance with Sensitive Security Information (SSI)

regulatory requirements and, as applicable, full compliance with the Airport’s TSA-approved security

a. STAC shall invoice the Port for the actual costs charged by STAC

Subcontractor(s) to STAC (without markup) for the Personnel provided by STAC Subcontractor(s) as

described in this Agreement, plus any applicable sales tax on such charges. These invoices will be

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provided to the Port no later than twenty (20) calendar days after the end of the calendar month in which

the Personnel staff the Covered Locations. The Port shall review the charges and discuss/resolve any

discrepancies with STAC within ten (10) business days of receipt of such invoice. Once both parties

agree on the charges, the Port will remit payment for the agreed charges under this Section 5 to STAC

via automated clearing house (ACH) transfer within thirty (30) business days following the date of invoice.

b. Notwithstanding the provisions of Section 5.a above, in no case shall the Port’s

6. Compliance with Laws. Without limitation to any other provision herein, in providing the

Personnel as described in Section 2 above, STAC agrees to comply, and shall cause each STAC

Subcontractor to comply, with all applicable rules and regulations of the Port, whether now in existence or

hereafter promulgated, pertaining to the Premises, including, without limitation, the Seattle-Tacoma

International Airport Rules and Regulations and Sea-Tac Airport Tariff, as currently in effect and as from

time to time updated, amended or modified in the Port’s sole and absolute discretion. STAC further

agrees to comply with all applicable federal, state, and municipal laws, ordinances, and regulations,

including without limitation those relating to airport security. STAC also shall, at its sole cost and

expense, obtain any and all certification, permits, licenses, and approvals that may be required in order to

make lawful the activities by STAC and each STAC Subcontractor at the Airport in performing the

the Airport and/or in connection with any of STAC’s rights and obligations contained in this Agreement,

including, but not limited to, any and all claims for damages as a result of the injury to or death of any

person or persons, or damage to any property which arises as a result of any act or omission on the part

of STAC or its officers, partners, employees, agents, contractors or subcontractors (including, without

limitation, each STAC Subcontractor), regardless of where the damage, injury or death occurred, unless

such claim, suit, demand, judgment, loss, cost, fine, penalty, damage, liability or expense was proximately

caused solely by the negligence of the Port Parties; and/or (b) arising out of the failure of STAC to keep,

observe or perform any of its obligations under this Agreement. All indemnities provided in this

Agreement shall survive the expiration or any earlier termination of this Agreement. Any final judgment

rendered against the Port for any cause for which STAC is liable hereunder shall be conclusive against

8. Insurance.

a. General Liability Insurance. STAC shall obtain and keep in force a commercial

general liability policy of insurance, written on ISO Form CG 00 01 10 01 (or equivalent), that protects

STAC and the Port Parties, as additional insureds using ISO Form 20 26 (either 11 85 or 07 04 revision)

or equivalent, against claims for bodily injury, personal injury and property damage based upon, involving

or arising out of STAC’s activities and operations at the Airport, and specifically including the

action/inaction of any STAC personnel, agent, licensee or invitee. Such insurance shall be on occurrence

basis providing single limit coverage in an amount not less than $5 Million per occurrence and $5 Million

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premises rented or licensed to STAC, including fire damage. The policy shall be endorsed to make the

STAC’s insurance primary and non-contributory to any insurance the Port may carry. The policy shall be

endorsed with a waiver of subrogation or waiver of the transfer of the rights of recovery in favor of the

Port Parties. On or before the Effective Date, STAC shall provide the Port with a copy of the additional

insured endorsement and other endorsements that validates the coverage requirements of this section.

b. Automobile Liability Insurance. STAC shall obtain and keep in force a

c. Insurance Companies. Insurance required hereunder shall be in companies duly

licensed to transact business in the State of Washington and maintaining during the policy term a General

Policyholders Rating of ‘A-’ or better and a financial rating of ‘IX’ or better, as set forth in the most current

issue of “Best’s Insurance Guide.”

d. Deductibles. No insurance required herein shall contain a deductible or self-

insured retention in excess of $100,000 without the prior written consent of the Port. STAC shall be

solely responsible for the payment of any deductible amount under any policies of insurance required to

be carried by STAC pursuant to this Section 6.

insurance renewal. Should any insurance required herein be terminated, cancelled, or not renewed, the

STAC will have five (5) days to obtain replacement insurance from the date of the termination,

cancellation or non-renewal notice STAC receives from their insurer(s).

f. Evidence of Insurance. Within five (5) business days following the Effective

Date, STAC shall deliver, or cause to be delivered, to the Port, certificates of insurance, additional insured

endorsements, waivers of subrogation and any other documentation or endorsement that provides

evidence of the existence and amounts of such insurance, the inclusion of the Port as an insured as

required by this Agreement, and the amounts of all deductibles and/or self-insured retentions. Upon

request by the Port, STAC shall deliver or cause to be delivered to the Port, certified copies of the policies

shall furnish copies of certificates of insurance coverage for each subcontract.

a. No Limitation of Liability. The limits of insurance required by this Agreement or

as carried by STAC shall not limit the liability of STAC nor relieve STAC of any obligation hereunder.

b. Waiver of Subrogation. Without affecting any other rights or remedies, STAC (for

itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby

waives any rights it may have against the Port Parties (whether in contract or in tort) on account of any

loss or damage occasioned to STAC arising out of or incident to the perils required to be insured against

under this Agreement. Accordingly, STAC shall cause each insurance policy required by this Agreement

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recover damages shall not be limited by the amount of insurance carried or required or by any

deductibles applicable thereto.

9. Termination.

a. The Port may terminate this Agreement prior to its expiration by providing ten

(10) days written notice to STAC.

hours written notice to the other party.

c. In the event this Agreement is terminated pursuant to the terms hereof, the Port

will reimburse STAC for its costs in staffing the Covered Locations, as set forth in Section 5 above,

through the last date STAC provides such staffing prior to the effective date of termination.

10. Assignment; Subcontracting. STAC shall not assign this Agreement or any of its rights

and privileges hereunder, or subcontract (other than with the STAC Subcontractor(s)) for the performance

of any of the work or personnel to be provided by it hereunder, without the Port's prior written approval,

which approval may be granted or withheld by the Port in the Port’s sole discretion.

federal assistance. If STAC transfers its obligation to another, the transferee is obligated in the same

manner as STAC. This provision obligates STAC for the period during which the property is owned, used

or possessed by STAC and the Airport remains obligated to the FAA. This provision is in addition to that

required by Title VI of the Civil Rights Act of 1964.

b. During the performance of this Agreement and to the extent applicable, STAC,

for itself, its assignees, and successors in interest agrees as follows.

(1) STAC will comply with the Title VI List of Pertinent Nondiscrimination Acts and

Authorities, as they may be amended from time to time, which are herein incorporated by reference and

Authorities, including employment practices when the agreement covers any activity, project, or program

set forth in Appendix B of 49 CFR part 21.

(3) In all solicitations, either by competitive bidding, or negotiation made by STAC for

work to be performed under a subcontract, including procurements of materials, or Agreements of

equipment, each potential subcontractor or supplier will be notified by STAC of STAC’s obligations under

this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national

origin.

(4) STAC will provide all reasonably requested information and reports required by

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its facilities as may be determined by the Port or the FAA to be pertinent to ascertain compliance with

such Nondiscrimination Acts and Authorities and instructions. Where any information required of STAC is

in the exclusive possession of another who fails or refuses to furnish the information, STAC will so certify

to the Port or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information.

(5) In the event of STAC’s noncompliance with the nondiscrimination provisions of

this contract, the Port will impose such contract sanctions as it or the FAA may determine to be

subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means

of enforcing such provisions including sanctions for noncompliance. Provided, that if STAC becomes

involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,

STAC may request the sponsor to enter into any litigation to protect the interests of the sponsor. In

addition, STAC may request the United States to enter into the litigation to protect the interests of the

United States.

(7) Title VI List of Pertinent Nondiscrimination Acts and Authorities.

During the performance of this Agreement, STAC, for itself, its assignees, and successors in interest

agrees to comply with the following nondiscrimination statutes and authorities, including but not limited to:

(c) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of

1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been

acquired because of Federal or Federal-aid programs and projects);

(d) Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as

amended (prohibits discrimination on the basis of disability); and 49 CFR part 27;

(e) The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.)

(prohibits discrimination on the basis of age);

and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or

activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and

contractors, whether such programs or activities are Federally funded or not);

(h) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit

discrimination on the basis of disability in the operation of public entities, public and private transportation

systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as

implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

(i) The FAA’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination

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(j) Executive Order 12898, Federal Actions to Address Environmental Justice in

Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority

populations by discouraging programs, policies, and activities with disproportionately high and adverse

human health or environmental effects on minority and low-income populations;

(k) Executive Order 13166, Improving Access to Services for Persons with Limited

STAC from discriminating because of sex in education programs or activities (20 USC 1681 et seq).

c. Affirmative Action. STAC assures that it will undertake an affirmative action

program if required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of

race, creed, color, national origin, or sex be excluded from participating in any employment activities

covered in 14 CFR Part 152, Subpart E. STAC assures that no person shall be excluded on these

grounds from participating in or receiving the services or benefits of any program or activity covered by

this subpart. STAC assures that it will require that its covered sub organizations provide assurances to

STAC that they will require assurances from their sub organizations, if required by 14 CFR Part 152,

Subpart E, to the same effect.

b. No Waiver. No waiver of default of any of the terms, covenants and conditions of

this Agreement to be performed, kept and observed by the other party shall be construed as, or operate

as, a waiver of any subsequent default of any of the terms, covenants or conditions of this Agreement to

be performed, kept and observed by the other party.

c. Time. Time is expressed to be the essence of this Agreement.

d. No Third-Party Beneficiaries. There are no third-party beneficiaries to this

Agreement.

f. Agreements with the United States. The terms of this Agreement are subject and

subordinate to (a) the provisions of any agreement between the Port and the United States, including

without limitation the terms of any “Sponsor’s Grant Assurances” or like agreement, required to obtain

federal grant funds or other benefits for the airport and (b) any bond covenants of the Port. STAC shall

consent to any modification to the terms of this Agreement that is required to comply with the Port’s

obligations under such agreements or bond covenants or if required as a condition of the Port’s entry into

such agreements or bond covenants.

g. Attorneys’ Fees. In the event that either party shall be required to bring any

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brought by the other party with respect to this Agreement, and in the further event that one party shall

substantially prevail in such action, the losing party shall pay all of the prevailing party’s reasonable costs

and reasonable attorneys’ fees as determined by the court. In the event the Port or STAC is represented

by in-house attorneys in such action, such attorneys’ fees shall be computed at hourly rates charged by

attorneys of comparable experience in private practice in Seattle; provided, however, that with respect to

the Port’s use of in-house counsel, STAC shall only be required to pay to the Port the difference between

the total attorneys’ fees owed by STAC and the amount direct billed to the Port by its in-house counsel.

promises, agreements, conditions and understandings between the Port and STAC, and there are no

covenants, promises, agreements, conditions or understandings, either oral or written, between the Port

or STAC, concerning the subject matter hereof, other than as set forth in this Agreement. No subsequent

amendment, change or addition to this Agreement shall be binding upon any party hereto unless in writing

and signed by both the Port and STAC.

j. Counterparts; Electronic Signatures. This Agreement may be executed in

counterparts, each of which will be deemed an original, and all of which, together, will constitute one and

the same instrument. This Agreement may be accepted and signed in electronic form (e.g., by a

physically signed document, scanned and transmitted via electronic mail) and each party’s electronic

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MEMORANDUM OF AGREEMENT- signature page

Seattle-Tacoma Airline Consortium, LLC

Its:_________________

Port of Seattle