CONTRACT BETWEEN THE CITY OF LOS ANGELES AND OTIS ELEVATOR COMPANY FOR EXTENDED PREVENTATIVE AND ROUTINE

MAINTENANCE SERVICE OF 52 PHASE III ELEVATORS AT LOS ANGELESINTERNATIONAL AIRPORT

THIS CONTRACT, made and entered into this day of

2017, by and between the CITY OF LOS ANGELES ("City”), a municipal corporation, acting by

order of and through its Board of Airport Commissioners (“Board”), and OTIS ELEVATOR

COMPANY (“Contractor”),

RECITALS

WHEREAS, City has a need for Extended Preventative and Routine Maintenance

Services for the 52 elevators and associated parts and equipment (sometimes referred to herein

as the “System”) installed as a part of the “Phase III Elevator Upgrades and Site Modification

Project” at Los Angeles International Airport (“LAX”); and

WHEREAS, Contractor is engaged in the business of providing Services of the type

sought by the City; and

WHEREAS, Contractor, as the designer, manufacturer, supplier, constructor and

installer of the System including all of the System’s equipment and component parts, is qualified

to provide the extended preventative and routine maintenance services desired by the City;

NOW THEREFORE, in consideration of the premises, and of the terms, covenants and

conditions hereinafter contained to be kept and performed by the respective parties hereto, IT IS

MUTUALLY AGREED AS FOLLOWS:

Incorporation bv Reference.Section 1.0

It is expressly understood and agreed that this Contract Agreement, the Specifications

which include the General and Special Conditions, the City’s Administrative Requirements, the

LAWA approved Operations & Maintenance Manuals, and any document attached or

1for Pha;

referenced in said documents (hereinafter collectively referred to as the “Contract Documents”),

shall constitute, and are hereby made, a part of this Contract as if they were set out verbatim

and in full herein, and each of the parties hereto does hereby expressly covenant and agree to

carry out and fully perform each and all of the provisions of said documents upon its part to be

performed. A true and correct copy of the Specifications which include the General and Special

Conditions, including all attachments, has been marked Exhibit “A”, attached to this Contact,

and incorporated as though fully set forth herein. It is further expressly understood and agreed

that the First Source Hiring Program for Airport Employees has been marked Exhibit “B,” and is,

by this reference, incorporated into and made a material part of this Contract.

Section 2.0 Scope of Work.

This Contract is for complete Extended Preventative and Routine Maintenance

Services (“Services”) for the 52 elevators and associated parts and equipment installed as a

part of the “Phase III Elevator Upgrades and Site Modification Project” (LAWA Contract DA-

4712) at LAX. The Services to be performed by Contractor shall consist of the work described in

the Contract Documents and as may be further described in this Contract Agreement.

2.2 It is expressly understood and agreed that Contractor shall perform all incidental

work required to satisfactorily perform the Services, including work not specifically defined or

described in the Contract Documents in order to fulfill the intent of the Contract Documents. All

2.1

such incidental work shall not be considered extra work for which additional compensation can

be claimed by Contractor.

At all times during the term of this Contract, Contractor shall comply with all

applicable laws, rules and regulations, of any and all City, State and Federal agencies,

including, but not limited to, the FAA, TSA and the Department of Transportation (DOT), which

may have jurisdiction over, or be concerned with, the programming and planning of Program

tasks/projects. Contractor shall work with the City in resolving any conflicting legal authorities

and/or requirements.

2.3.

2

If a change in the applicable laws, rules or regulations causes an increase in the

scope of work or services to be performed by Contractor pursuant to this Contract, then the

parties hereto shall agree upon additional compensation, if any, to be paid to Contractor

therefore, and this Contract shall be amended, if authorized, in writing, by Executive Director

prior to the performance by Contractor of said increased work or service.

Section 3.0

2.4.

Term of Contract.

The term of this Contract shall be for a period commencing upon Contractor's

receipt from City of a Notice-to-Proceed, and shall expire no later than five (5) years thereafter.

LAWA may terminate this Contract, without cause and without liability for damages, upon giving

Contractor thirty (30) days advance written notice or as provided elsewhere in the Contract.

Contractor’s Fee and Payment.

For all products and services rendered, for all costs, direct or indirect, and for all

expenses incurred by Contractor pursuant to this Contract, City shall pay Contractor an amount

not to exceed Six Hundred Ninety Five Thousand, Four Hundred Fifty One and 00/100 Dollars

($695,451.00) annually for scheduled preventative and routine maintenance, an amount not to

exceed Seventy Five Thousand and 00/100 Dollars ($75,000.00) annually for additional

unscheduled maintenance, repair and parts, and an overall contract amount not to exceed

Three Million, Eight Hundred Fifty Two Thousand, Two Hundred Fifty-Five and 00/100 Dollars

($3,852,255.00). Contractor shall submit to City requests for payment of the amount(s) due,

upon completion to City's satisfaction of the work specified. City shall pay Contractor for its

performance under this Contract the sum hereinabove set forth, at the times and in the manner

specified, if so, in the aforesaid Contract Documents.

Contractor shall promptly pay, when due, any and all amounts payable for labor

and material furnished in the performance of this Contract, so as to prevent or make

unnecessary the filing of any claim, lien, or notice to withhold, as provided under and by virtue of

the applicable provisions of Division III, Part 4, Title 15 (commencing with Section 3082) of the

Civil Code of the State of California, and Contractor shall promptly pay all amounts due under

the Unemployment Insurance Act with respect to such work or labor.

3.1

Section 4.0

4.1.

4.2.

3atoriti

Section 5.0 Written Notice.

Any notices, demands, or other communications required or permitted to be given by

any provision of this Contract shall be given in writing, delivered personally or sent by registered

mail, postage prepaid and return receipt requested, addressed to the parties at the addresses

set forth herein or at such other address as either party may hereafter or from time to time

designate by written notice to the other party given in accordance herewith. Notice shall be

considered received on the day on which such notice is actually received by the party to whom it

is addressed, or the third (3rd) day after such notice is mailed, whichever is earlier. Unless

changed in writing, such notices shall be mailed to:

Notice to City.

Written notices to City hereunder, (with a copy to the City Attorney of the City of Los

Angeles - Airport Division, 1 World Way, Los Angeles, 90045) shall be given by registered or

certified mail, postage prepaid, and addressed to:

Department of Airports Attn: Executive Director 1 World Way Los Angeles, CA 90045

or to such other address as City may designate by written notice to CONTRACTOR.

Notice to Contractor.

Written notices to Contractor hereunder shall be given by registered or certified mail,

postage prepaid, and addressed to:

OTIS ELEVATOR COMPANY Attn: Mike Meister 2701 Media Center Drive, Suite 2 Los Angeles, CA 90065

or to such other address as Contractor may designate by written notice to City.

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The execution of any notice(s) by Executive Director of LAWA shall be effective as to

CONTRACTOR as if said notice(s) were executed by the Board, or by Resolution or Order of

said Board, and CONTRACTOR shall not question the authority of the Executive Director to

execute any such notice(s).

In addition to the formal notice above, a courtesy notice shall also be sent by e-mail.

Section 6.0 Standard of Care. Contractor’s services rendered in the performance of

this Contract shall conform to the generally accepted standards of a specialist in the elevator

preventative and routine maintenance service industry in the State of California.

Section 7.0 Vendor Discount. Contractor agrees to offer the City any discount terms

that are offered to its best customers for the goods and services to be provided herein, and

apply such discount to payments made under this agreement which meet the discount term.

Section 8.0 Miscellaneous.

It is the intention of the parties hereto that if any provision of this Contract is

capable of different constructions, one of which would render the provision void and the other of

which would render the provision valid, then the provision shall have the meaning which renders

it valid.

8.1.

In the event that any of the provisions, or portions or applications thereof, of this

Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and

Contractor shall endeavor to negotiate an equitable adjustment in the provisions of this Contract

with a view toward effecting the purpose of this Contract, and the validity and enforceability of

the remaining provisions, portions or applications thereof shall not be affected thereby.

This Contract, and every question arising hereunder, shall be construed,

determined and enforced in accordance with the laws of the State of California. Venue shall be

8.2.

8.3.

at the Southwest District of the Superior Court of the State of California for the County of Los

Angeles.

The Section headings appearing herein shall not be deemed to govern, limit,

modify or in any manner affect the scope, meaning or intent of the provisions of this Contract.

8.4.

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Section 9.0 City Held Harmless.

9.1. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold

harmless City and any and all of City’s Boards, officers, agents, employees, assigns and

successors in interest from and against any and all suits, claims, causes of action, liability,

losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs

of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees)

by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s

agents or employees), or for damage to, or destruction of, any property (including property of

Contractor and/or Contractor’s agents or employees) or for any and all other losses, founded

upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s

performance of the Contract, whether or not contributed to by any act or omission of City, or of

any of City’s Boards, officers, agents or employees; Provided, however, that where such suits,

claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to

Contractor’s performance of a “Construction Contract” as defined by California Civil Code

section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold

City harmless to the extent such suits, causes of action, claims, losses, demands and expenses

are caused by the City’s sole negligence, willful misconduct or active negligence.

In addition, Contractor agrees to protect, defend, indemnify, keep and hold

harmless City, including its Boards, Departments and City’s officers, agents, servants and

employees, from and against any and all claims, damages, liabilities, losses and expenses

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

Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property

right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the

world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs,

including costs of investigation, court costs and attorney’s fees, and all other costs and

damages sustained or incurred by City arising out of, or relating to, the matters set forth above

in this paragraph of the City’s “Hold Harmless” agreement.

9.2.

In Contractor’s defense of the City under this Section, negotiation, compromise,

and settlement of any action, the City shall retain discretion in and control of the litigation,

9.3.

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negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles

City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

9.4. Survival of Indemnities. The provisions of this Section shall survive the termination

of this Agreement.

Section 10.0 Hazardous and Other Regulated Substances.

10.1. Contractor agrees to accept sole responsibility for full compliance with any and

all applicable present and future rules, regulations, restrictions, ordinances, statutes, laws

and/or other orders of any governmental entity regarding the use, storage, handling, distribution,

processing and/or disposal of hazardous wastes, extremely hazardous wastes, hazardous

substances, hazardous materials, hazardous chemicals, toxic chemicals, toxic substances,

pollutants, contaminants, or other similarly regulated substances (hereinafter referred to as

"hazardous substances") regardless of whether the obligation for such compliance or

responsibility is placed on the owner of the land, on the owner of any improvements on the

premises, on the user of the land, or on the user of the improvements. Said hazardous

substances shall include, but shall not be limited to, gasoline, aviation, diesel and jet fuels,

lubricating oils and solvents.

10.2. Contractor agrees that any damages, penalties or fines levied on City and/or

Contractor as a result of noncompliance with any of the above shall be the sole responsibility of

Contractor and, further, that Contractor shall indemnify and pay and/or reimburse City for any

damages, penalties or fines that City incurs, or pays, as a result of noncompliance with the

above.

10.3. In the case of any hazardous substance spill, leak, discharge or improper storage

on the premises, or contamination of same, by any person, Contractor agrees to make, or cause

to be made, any necessary repairs or corrective actions, as well as to clean up and remove any

leakage, contamination or contaminated ground. In the case of any hazardous substance spill,

leak, discharge or contamination by Contractor, or by any of its employees, agents, contractors

or subcontractors which affects other property of City, or property(ies) of City’s tenant(s),

Contractor agrees to make, or cause to be made, any necessary repairs, or take corrective

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actions, to clean-up and remove any such spill, leakage or contamination to the satisfaction of

Executive Director.

10.4. If Contractor fails to repair, clean-up, properly dispose of, or take any other

corrective action(s) as required herein, City may (but shall not be required to) take all steps it

deems reasonably necessary to properly repair, clean-up or otherwise correct the condition(s)

resulting from the spill, leak or contamination. Any such repair, clean-up or corrective action(s)

taken by City shall be at Contractor's sole cost and expense, as well as shall any and all costs

(including any administrative costs) which City incurs, or pays, as a result of any repair, clean­

up or corrective action it takes.

10.5. If Contractor installs or uses already installed underground storage tanks,

pipelines or other improvements on the specified premises for the storage, distribution, use,

treatment or disposal of any hazardous substances, Contractor agrees, upon the expiration

and/or termination of this Contract, to remove and/or clean up, at the sole option of Executive

Director, the above-referred to improvements. Said removal and/or clean-up shall be at

Contractor's sole cost and expense, and shall be undertaken and completed in full compliance

with all federal, state and local laws and regulations, as well as in compliance with the

reasonable directions of Executive Director.

10.6. Contractor shall promptly supply City with copies of all notices, reports,

correspondence and submissions made by Contractor to any governmental entity regarding any

hazardous substance spill, leak, discharge or clean-up, including all tests results.

10.7. This Section, and the obligation(s) contained therein, shall survive the expiration

or earlier termination of this Contract.

Section 11.0 Independent Contractor.

11.1. It is the express intention of the parties that Contractor is an independent

contractor and not an employee, agent, joint venturer or partner of City. Nothing in this Contract

shall be interpreted or construed as creating or establishing the relationship of employer and

employee between Contractor and City, or between Contractor and any official, agent, or

employee of City. Both parties acknowledge that Contractor is not an employee of City.8leva!'

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11.2. Contractor shall retain the right to perform services for others during the term of

this Contract, unless specified to the contrary herein or prohibited by conflict of interest or ethics

laws, regulations, or professional rules of conduct.

Section 12.0 Compliance With Applicable Laws.

12.1. Contractor shall, at all times during the performance of its obligations under this

Contract, comply with all applicable present and/or future local, Department of Airports, State

and Federal laws, statutes, ordinances, rules, regulations, restrictions and/or orders, including

the hazardous waste and hazardous materials regulations, and the Americans With Disabilities

Act of 1990. Contractor shall be solely responsible for any and all damages caused, and/or

penalties levied, as the result of Contractor's noncompliance with such enactments. Further,

Contractor agrees to cooperate fully with City in its efforts to comply with the Americans With

Disability Act of 1990 and any amendments thereto, or successor statutes.

12.2. Should Contractor fail to comply with this Section, then City shall have the right,

but not the obligation, to perform, or have performed, whatever work is necessary to achieve

equal access compliance. Contractor will then be required to reimburse City for the actual cost

of achieving compliance, plus a fifteen percent (15%) administrative charge.

Contractor shall at all times during the performance

of the work hereunder pay the general prevailing rate of per diem wages for each craft or type of

worker needed to execute this Contract, at such rate(s) as has been determined by the Director

of the Department of Industrial Relations of the State of California.

Section 14.0 Living Wage and Service Contract Worker Retention Requirements.

Section 13.0 Prevailing Wage.

14.1 Living Wage Ordinance

14.1.1 General Provisions: Living Wage Policy. This Contract is subject to the Living

Wage Ordinance ("LWO") (Section 10.37, et seq., of the Los Angeles Administrative Code,

which is incorporated herein by this reference,

exemptions apply, any employees of service contractors who render services that involve an

expenditure in excess of twenty-five thousand dollars ($25,000) and a contract term of at least

three months are covered by the LWO if any of the following applies: (1) at least some of the

The LWO requires that, unless specific

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services are rendered by employees whose work site is on property owned by the City, (2) the

services could feasibly be performed by City of Los Angeles employees if the awarding authority

had the requisite financial and staffing resources, or (3) the designated administrative agency of

the City of Los Angeles has determined in writing that coverage would further the proprietary

interests of the City of Los Angeles. Employees covered by the LWO are required to be paid

not less than a minimum initial wage rate, as adjusted each year. The LWO also requires that

employees be provided with at least twelve (12) compensated days off per year for sick leave,

vacation, or personal necessity at the employee's request, and at least ten (10) additional days

per year of uncompensated time pursuant to Section 10.37.2(b). The LWO requires employers

to inform employees making less than twelve dollars ($12) per hour of their possible right to the

federal Earned Income Tax Credit ("EITC") and to make available the forms required to secure

advance EITC payments from the employer pursuant to Section 10.37.4. Contractor shall

permit access to work sites for authorized City representatives to review the operation, payroll,

and related documents, and to provide certified copies of the relevant records upon request by

the City. Whether or not subject to the LWO, Contractor shall not retaliate against any

employee claiming non-compliance with the provisions of the LWO, and, in addition, pursuant to

Section 10.37.6(c), Contractor agrees to comply with federal law prohibiting retaliation for union

organizing.

14.1.2 Living Wage Coverage Determination. An initial determination has been made

that this is a service contract under the LWO, and that it is not exempt from coverage by the

LWO. Determinations as to whether this Contract is a service contract covered by the LWO, or

whether an employer or employee are exempt from coverage under the LWO are not final, but

are subject to review and revision as additional facts are examined and/or other interpretations

of the law are considered. In some circumstances, applications for exemption must be reviewed

periodically. City shall notify Contractor in writing about any redetermination by City of coverage

or exemption status. To the extent Contractor claims non-coverage or exemption from the

provisions of the LWO, the burden shall be on Contractor to prove such non-coverage or

exemption.

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14.1.3 Compliance; Termination Provisions And Other Remedies: Living Wage Policy.

If Contractor is not initially exempt from the LWO, Contractor shall comply with all of the

provisions of the LWO, including payment to employees at the minimum wage rates, effective

on the Execution Date of this Contract, and shall execute the Declaration of Compliance Form

attached to this Contract, contemporaneously with the execution of this Contract. If Contractor

is initially exempt from the LWO, but later no longer qualifies for any exemption, Contractor

shall, at such time as Contractor is no longer exempt, comply with the provisions of the LWO

and execute the then currently used Declaration of Compliance Form, or such form as the LWO

requires. Under the provisions of Section 10.37.6(c) of the Los Angeles Administrative Code,

violation of the LWO shall constitute a material breach of this Contract and City shall be entitled

to terminate this Contract and otherwise pursue legal remedies that may be available, including

those set forth in the LWO, if City determines that Contractor violated the provisions of the

LWO. The procedures and time periods provided in the LWO are in lieu of the procedures and

time periods provided elsewhere in this Contract. Nothing in this Contract shall be construed to

extend the time periods or limit the remedies provided in the LWO.

14.1.4 Subcontractor Compliance. Contractor agrees to include in every subcontract

involving this Contract entered into between Contractor and any subcontractor, a provision

pursuant to which such subcontractor (A) agrees to comply with the Living Wage Ordinance and

the Service Contractor Worker Retention Ordinance with respect to this Contract; (B) agrees not

to retaliate against any employee lawfully asserting noncompliance on the part of the

subcontractor with the provisions of either the Living Wage Ordinance or the Service Contractor

Worker Retention Ordinance; and (C) agrees and acknowledges that City, as the intended third-

party beneficiary of this provision may (i) enforce the Living Wage Ordinance and Service

Contractor Worker Retention Ordinance directly against the subcontractor with respect to this

Contract, and (ii) invoke, directly against the subcontractor with respect to this Contract, all the

rights and remedies available to City under Section 10.37.5 of the Living Wage Ordinance and

Section 10.36.3 of the Service Contractor Worker Retention Ordinance, as same may be

amended from time to time.

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14.2 Service Contract Worker Retention Ordinance. This Contract may be subject to

the Service Contract Worker Retention Ordinance ("SCWRO")(Section 10.36, et seq, of the Los

Angeles Administrative Code), which is incorporated herein by this reference. If applicable,

Contractor must also comply with the SCWRO which requires that, unless specific exemptions

apply, all employers under contracts that are primarily for the furnishing of services to or for the

City of Los Angeles and that involve an expenditure or receipt in excess of $25,000 and a

contract term of at least three (3) months, shall provide retention by a successor contractor for a

ninety-day (90-day) transition period of the employees who have been employed for the

preceding twelve (12) months or more by the terminated contractor or subcontractor, if any, as

provided for in the SCWRO. Under the provisions of Section 10.36.3(c) of the Los Angeles

Administrative Code, City has the authority, under appropriate circumstances, to terminate this

Contract and otherwise pursue legal remedies that may be available if City determines that the

subject contractor violated the provisions of the SCWRO.

Section 15.0 Nondiscrimination and Equal Employment Practices/Affirmative

Action Program.

15.1. During the term of this Contract, Contractor agrees and obligates itself in the

performance of this Contract not to discriminate against any employee or applicant for

employment because of the employee's or applicant's race, religion, national origin, ancestry,

sex, sexual orientation, age, physical handicap, marital status, domestic partner status, or

medical condition. Contractor shall take affirmative action to ensure that applicants for

employment are treated, during the term of this Contract, without regard to the aforementioned

factors and Contractor shall comply with the affirmative action requirements of Los Angeles

Administrative Code Sections 10.8, et seq., or any successor ordinances or laws pertaining to

discrimination.

15.2. During the performance of this Contract, Contractor agrees to comply with

Section 10.8.3 of the Los Angeles Administrative Code ("Equal Employment Practices"),

including any future amendments thereto, which is incorporated herein by this reference. By

way of specification, but not limitation, pursuant to Sections 10.8.3.E and 10.8.3.F of said

Administrative Code, the failure of Contractor to comply with the Equal Employment PracticesEl* 12O i

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provisions of this Contract may be deemed to be a material breach of this Contract. No such

finding shall be made, nor penalties assessed, except upon a full and fair hearing after notice

and an opportunity to be heard has been provided to Contractor. Upon a finding duly made that

Contractor has failed to comply with said Equal Employment Practices provisions of this

Contract, this Contract may be forthwith terminated, cancelled or suspended.

15.3. During the performance of this Contract, Contractor agrees to comply with

Section 10.8.4 of the Los Angeles Administrative Code ("Affirmative Action Program"), including

any future amendments thereto, which is incorporated herein by this reference. By way of

specification, but not limitation, pursuant to Sections 10.8.4.E and 10.8.4.F of said

Administrative Code, the failure of Contractor to comply with the Affirmative Action Program

provisions of this Contract may be deemed to be a material breach of this Contract. No such

finding shall be made, nor penalties assessed, except upon a full and fair hearing after notice

and an opportunity to be heard has been provided to Contractor. Upon a finding duly made that

Contractor has failed to comply with the Affirmative Action Program provisions of this Contract,

this Contract may be forthwith terminated, cancelled or suspended.

15.4. All subcontracts awarded under this Contract shall contain similar provisions and

Contractor shall require each of its subcontractors to complete a like certification and to submit

to it an Affirmative Action Plan acceptable to City.

15.5. Contractor also agrees to comply with the provisions of Article 3 of Chapter 1,

Part 7, Division 2 of the Labor Code of the State of California, and with all other applicable

statutes, ordinances, and regulations relative to employment, wages, and hours of labor.

Section 16.0 Business Tax Registration.

16.1. Contractor represents that it has registered its business with the City Clerk of City

and has obtained, and presently holds, from that Office a Business Tax Registration Certificate,

or a Business Tax Exemption Number, required by City's own Business Tax Ordinance (Article

1, Chapter 2, Sections 21.00 and following, of City's Municipal Code).

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16.2. Contractor shall maintain, or obtain as necessary, all such Certificates required of

it under said Ordinance and shall not allow any such Certificate to be revoked or suspended

during the term hereof.

Section 17.0 Child Support Orders.

17.1. This Contract is subject to Section 10.10, Article I, Chapter 1, Division 10 of the

Los Angeles Administrative Code, related to Child Support Assignment Orders, which is

Pursuant to this section, Contractor (and any

subcontractor of Contractor providing services to City under this Contract) shall (1) fully comply

with all State and Federal employment reporting requirements for Contractor's, or Contractor's

subcontractor's, employees applicable to Child Support Assignments Orders; (2) certify that the

principal owner(s) of Contractor and applicable subcontractors are in compliance with any Wage

and Earnings Assignment Orders and Notices of Assignment applicable to them personally; (3)

fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of

Assignment in accordance with California Family Code Section 5230, et seq.; and (4) maintain

such compliance throughout the term of this Contract.

incorporated herein by this reference.

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

Contractor, or an applicable subcontractor, to comply with all applicable reporting requirements,

or to implement lawfully served Wage and Earnings Assignment Orders and Notices of

Assignment, or the failure of any principal owner(s) of Contractor or applicable subcontractors to

comply with any Wage and Earnings Assignment Orders and Notices of Assignment applicable

to them personally, shall constitute a default of this Contract, thereby subjecting this Contract to

termination, where such failure(s) shall continue for more than ninety (90) days after notice of

such failure(s) to Contractor by City (in lieu of any time for cure provided elsewhere in this

Contract).

Section 18.0 Insurance.

Contractor shall procure at its expense, and keep in effect at all times during the

term of this Contract the standard minimum insurance requirements specified by LAWA.

18.1

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18.2 The specified insurance (except for Workers’ Compensation and Professional

Liability) shall also, either by provisions in the policies, by City’s own endorsement form or by

other endorsement attached to such policies, include and insure City, its Department of Airport,

the Board, and all of its officers, employees and agents, their successors and assigns, as

insureds, against the areas of risk described in this Section as respects Contractor's acts or

omissions arising out of the performance of this Contract, Contractor’s acts or omissions in its

operations, use and occupancy of the premises hereunder or other related functions performed

by or on behalf of Contractor at the Airport.

18.3 Waiver of Subrogation. For commercial general liability insurance, workers'

compensation insurance, and employer's liability insurance, the insurer shall agree to waive all

rights of subrogation against City for Losses arising from activities and operations of Contractor

insured in the performance of Services under this Contract.

18.4 Sub-contractors. Contractor shall include all of its Sub-contractors as insureds

under its policies or shall furnish separate certificates and endorsements for each Sub­

contractor. All coverages for Sub-contractors shall be subject to all of the requirements stated

herein unless otherwise agreed to in writing by Executive Director and approved as to form by

the City Attorney.

Each specified insurance policy (other than Workers’ Compensation and

Employers’ Liability) shall contain a Severability of Interest (Cross Liability) clause which states,

“It is agreed that the insurance afforded by this policy shall apply separately to each insured

against whom claim is made, or suit is brought, except with respect to the limits of the

company’s liability.” Additionally, Contractor’s Commercial General Liability policy (“Policy”)

shall provide Contractual Liability Coverage, and such insurance as is afforded by the Policy

shall also apply to the tort liability of the City of Los Angeles assumed by the Contractor under

this Contract.

18.5

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, the acts or

18.6

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omissions of Contractor, its agents, employees, officers, invitees, assigns, or any person or

entity acting for, or on behalf of, Contractor.

18.7 Such policies may provide for reasonable deductibles and/or retentions

acceptable to the Executive Director, based upon the nature of Contractor’s operations and the

type of insurance involved.

18.8 City shall have no liability for any premiums charged for such coverage(s). The

inclusion of City, its Department of Airports, 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 venturer of Contractor in its operations at the

Airport.

In the event Contractor fails to furnish City evidence of insurance, or to maintain

the insurance as required under this Section, City, upon ten (10) days’ prior written notice to

Contractor of its intention to do so, shall have the right to secure the required insurance at the

cost and expense of Contractor, and Contractor agrees to promptly reimburse City for the cost

thereof, plus fifteen percent (15%) for administrative overhead.

18.9

18.10 At least ten (10) days prior to the expiration date of any of the above policies,

documentation showing that the insurance coverage has been renewed or extended shall be

filed with the City. If any such coverage is cancelled or reduced, Contractor shall, within fifteen

(15) days of such cancellation or reduction of coverage, file with City evidence that the required

insurance has been reinstated, or is being provided through another insurance company or

companies.

18.11 Contractor shall provide proof of all specified insurance and related requirements

to City either by production of the actual insurance policy(ies), by use of City's own

endorsement form(s), by broker’s letter acceptable to Executive Director in both form and

content in the case of foreign insurance syndicates, or by other written evidence of insurance

acceptable to Executive Director. The documents evidencing all specified coverages shall be

filed with City prior to the Contractor performing the Services hereunder. Such documents shall

contain the applicable policy number(s), the inclusive dates of policy coverage(s), the insurance

16parvaii.i\ P i-tenanc

7-JG

carrier’s name(s), and they shall bear an original or electronic signature of an authorized

representative of said carrier(s), and they shall provide that such insurance shall not be subject

to cancellation, reduction in coverage or non-renewal, except after the carrier(s) and the

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

Angeles at least thirty (30) days prior to the effective date thereof.

18.12 City and Contractor agree that the insurance policy limits specified in this Section

shall be reviewed for adequacy annually throughout the term of this Contract by the Executive

Director, who may thereafter require Contractor to adjust the amount(s) of insurance

coverage(s) to whatever amount(s) Executive Director deems to be adequate. City reserves the

right to have submitted to it, upon request, all pertinent information about the agent(s) and

carrier(s) providing such insurance.

Section 19.0 Contractor Responsibility Program.

19.1. Pursuant to Resolution No. 21601 adopted by the Board of Airport

Commissioners, effective May 20, 2002, it is the policy of Los Angeles World Airports (LAWA) to

ensure that all LAWA contractors have the necessary quality, fitness and capacity to perform

the work set forth in the contract. LAWA shall award contracts only to entities and individuals it

has determined to be Responsible Contractors. The provisions of this Program apply to leases

and contracts for construction, for services, and for purchases of goods and products that

require Board approval.

19.2. Contractor is required to provide LAWA with a “Contractor Responsibility

Program Pledge of Compliance.” Contractor is also required to respond within the specified

time to LAWA’s request for information and documentation needed to support a Contractor

Responsibility determination. Subcontractors will be required to submit the Pledge to the prime

contractor prior to commencing work. The CRP Rules and Regulations are available at

http://www.lawa.org.

Otis Elevator Company Maintenance Agreement for Phase III 05/19/17-JGT-ID kdr

17

Section 20.0 Equal Benefits Ordinance (EBP).

20.1. Unless otherwise exempt in accordance with the provisions of the Equal Benefits

("EBO") Ordinance, this Contract is subject to the applicable provisions of EBO Section 10.8.2.1

of the Los Angeles Administrative Code, as amended from time to time.

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

Contractor will comply with the EBO. Furthermore, Contractor agrees to post the following

statement in conspicuous places at its place of business available to employees and applicants

for employment:

‘During the term of a Contract with the City of Los Angeles, the Contractor will

provide equal benefits to employees with spouses and its employees with domestic

partners. Additional information about the City of Los Angeles' Equal Benefits Ordinance

may be obtained from the Department of Public Works, Bureau of Contract

Administration, Office of Contract Compliance at (213) 847-6480.’

Section 21.0 First Source Hiring Program for Airport Employers (LAX Only).

Contractor shall comply with the provisions of the First Source Hiring Program adopted

by the Board. The rules, regulations, requirements, and penalties of the First Source Hiring

Program are attached as Exhibit “B” and made a material term of this Agreement. Contractor

shall be an “Airport Employer” under the First Source Hiring Program.

Section 22.0 Assignment of Anti-Trust Claims.

Pursuant to California Government Code Sections 4550 et seq. regarding Anti-Trust

Claims, it is the policy of the City of Los Angeles to inform each Bidder/Proposer that in

submitting a bid/proposal to LAWA the Bidder/Proposer offers and agrees to assign LAWA all

rights, title and interest in and to all causes of action it may have under the Clayton Act or

Cartwright Act, arising from purchases of goods, services or materials. This assignment is

made and becomes effective at the time LAWA tenders final payment to the Bidder/Proposer.

ator C 18panyitenanc ■ment for

05

Section 23.0 Compliance With Los Angeles City Charter Section 470(c)(12) and609(E).

The Consultant, other underwriting firm members of the underwriting syndicate,

Subcontractors, and their Principals are obligated to fully comply with City of Los Angeles

Charter Sections 470(c)(12), 609(e) and related ordinances, regarding limitations on campaign

contributions and fundraising to certain elected City officials or candidates for elected City office.

Gifts to elected officials and certain City officials are also limited. Additionally, Consultant and

other underwriting firm members of the underwriting syndicate are required to provide and

update certain information to the City as specified by law. Any Consultant and other

underwriting firm members of the underwriting syndicate subject to Charter Section 470(c)(12)

and 609(e), shall include the following notice in any contract with a subcontractor expected to

receive at least $100,000 for performance under this contract:

Notice Regarding City of Los Angeles Campaign Contribution and FundraisingRestrictions

As provided in Charter Sections 470(c)(12), 609(e) and related ordinances, you are subcontractor or underwriting firm on City of Los Angeles Contract/Resolution

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

#

Consultant, underwriting firms, Subcontractors, and their Principals shall comply with

these requirements and limitations. Violation of this provision shall entitle the City to terminate

this Agreement and pursue any and all legal remedies that may be available.

Section 24.0 Vendor Discount.

Consultant agrees to offer the City any discount terms that are offered to its best

customers for the goods and services to be provided herein, and apply such discount to

payments made under this Contract which meet the discount term.

19miparfor Pt-I

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*1

1

Section 25.0 Payment Provisions for Construction Contracts

Contractor or subcontractor shall pay to any subcontractor, not later than seven (7) days

after receipt of each payment, the respective amounts allowed the Contractor on account of the

work performed by the subcontractors, to the extent of each subcontractor's interest therein. In

the event that there is a good faith dispute over all or any portion of the amount due on a

payment from the Contractor or subcontractor to a subcontractor, the Contractor or

subcontractor may withhold no more than 150 percent of the disputed amount. Contractor shall

include this provision in all subcontracts.

Section 26.0 Municipal Lobbying Ordinance. Contractor shall comply with the

provisions of the City of Los Angeles Municipal Lobbying Ordinance throughout the term of this

Contract.

Section 27.0 Alternative Fuel Vehicle Requirement Program (LAX Only).

Contractor shall comply with the provisions of the alternative fuel vehicle requirement

program (the “Alternative Fuel Vehicle Requirement Program”), if applicable, throughout the

term of this Contract. The rules, regulations and requirements of the Alternative Fuel Vehicle

Requirement Program are made a material term of this Contract.

Section 28.0. Environmentally Favorable Operations.

If applicable, Contractor acknowledges for itself and any sub­

contractors/concessionaires that its operation of its activities under this Contract will be subject

to all Department policies, guidelines and requirements regarding environmentally favorable

construction use and/or operations practices (hereinafter collectively referred to as “LAWA

Policies”) as such LAWA Policies may be promulgated, revised and amended from time-to-

time.”

This Contract, the Exhibits

attached hereto, the documents and provisions incorporated herein by reference, and other

materials referenced herein, contains 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. There are no representations, agreements, or understandings, oral or

Section 29.0 Contract Contains Entire Agreement.

20a for C *mpanAgreeme for ?itenano ise-ID kdr9,17-.sl

written, between and among the parties relating to the subject matter contained in this Contract

which are not fully set forth herein. This is an integrated agreement.

[Remainder of This Page Intentionally Left Blank]

211D3'1V!va•nt tor Ph;Maintenance :6T

19'17-JG D kdrUO.

IN WITNESS WHEREOF, City has caused this Contract to be executed on its behalf by

the Executive Director and Contractor has caused the same to be executed by its duly

authorized officers, all as of the day and year first hereinabove written.

APPROVED AS TO FORMMichael N. Feuer, City Attorney

CITY OF LOS ANGELES

C, 2#1_ '<fDate: By.Executive Director

Department of AirportsBy:

Deputy-City Attorney

By.Deputy Executive Director Comptroller

OTIS ELEVATOR COMPANY ^

' Signature //By. By.

Signature

Print Name Print Name

Rosemary Brady Contract SpecialistCatherine L. Pierce

ih§rt*®d RepresentativeMm mPrint Title Print Title

Otis Elevator Company Maintenance Agreement for Phase III 05/19/17-JGT-ID kdr

22

EXHIBIT B

FIRST SOURCE HIRING PROGRAM FOR AIRPORT EMPLOYEES

Purpose. The purpose of this First Source Hiring Program is to facilitate the employment

of Targeted Applicants by Airport Employers. It is a goal of this First Source Hiring

Program that this Program benefit Airport Employers by providing a pool of qualified job

applicants through a non-exclusive referral system.

Definitions. As used in this Program, the following capitalized terms shall have the

following meanings. All definitions include both the singular and plural form.

‘Airport” shall mean Los Angeles International Airport.

"Airport Employer" shall mean a party that, through a contract, lease, licensing

arrangement, or other arrangement, agrees to comply with this First Source Hiring

Program with regard to Airport Jobs. Operators of transportation charter party

limousines, non-tenant shuttles, and taxis shall not be considered Airport Employers.

"Airport Job" shall mean a job that either (i) is performed On-Site, or (ii) is directly related

to a contract, lease, licensing arrangement, or other arrangement under which the

employer is an Airport Employer. Positions for which City's Worker Retention Policy

requires hiring of particular individuals shall not constitute Airport Jobs for purposes of

this Program.

'City" shall mean the City of Los Angeles.

“Coalition” shall mean the LAX Coalition for Economic, Environmental, and Educational

Justice, an unincorporated association comprised exclusively of the following

organizations: AGENDA; AME Minister’s Alliance; Clergy and Laity United for Economic

Justice; Coalition for Clean Air; Communities for a Better Environment; Community

Coalition; Community Coalition for Change; Environmental Defense; Inglewood Coalition

23a fcAqi'i 'men1r-nsnce

1 kdi

for Drug and Violence Prevention; Inglewood Democratic Club; Lennox Coordinating

Council; Los Angeles Alliance for a New Economy; Los Angeles Council of Churches;

Nation of Islam; Natural Resources Defense Council; Physicians for Social

Responsibility Los Angeles; Service Employees International Union Local 347; and

Teamsters Local 911.

“Coalition Representative” shall mean the following: The Coalition shall designate one

individual as the “Coalition Representative” authorized to speak or act on behalf of the

Coalition for all purposes under the Cooperation Agreement. The Coalition

Representative may designate one or more assistants to assist the Coalition

Representative in speaking or acting on behalf of the Coalition with respect to any

specific program or activity or any other matter. The Coalition shall provide LAWA with

contact information for the Coalition Representative upon request.

“Cooperation Agreement” shall mean the Cooperation Agreement between LAWA and

the LAX Coalition for Economic, Environmental and Educational Justice.

LAWA” shall mean Los Angeles World Airports.

"Low-Income Individual" shall mean an individual whose household income is no greater

than 80% of the median income, adjusted for household size, for the Primary

Metropolitan Statistical Area.

“On-Site” shall mean physically located on property owned or leased by LAWA and

pertaining to Airport.

Program" shall mean this First Source Hiring Program.

"Project Impact Area” shall have the meaning set forth in the "Final Environmental

Impact Report" for the LAX Master Plan Program, dated April 2004, as supplemented by

one or more EIR Addenda prior to certification of the EIR by the City Council.

24par'lovatorm:• Agrserr for ?•

I 0/ 1 7. kdr

"Referral System" shall mean the referral system established to provide applicant

referrals for the Program.

"Special Needs Individuals" shall mean: (i) individuals who receive or have received

public assistance through the [Temporary Assistance for Needy Families Program],

within the past 24 months; (ii) individuals who are homeless; (iii) ex-offenders, (iv)

chronically unemployed, and (v) dislocated airport workers.

Targeted Applicants" shall have the meaning set forth in Section IV below.

Coverage. This Program shall apply to hiring by Airport Employers for all Airport Jobs,

except for jobs for which the hiring procedures are governed by a collective bargaining

contract that conflicts with this Program.

IV. Targeted Applicants. Referrals under the Program shall, to the extent permissible by law,

be made in the order of priority set forth below.

□ First Priority: Low-Income Individuals living in the Project Impact Area for at

least one year and Special Needs Individuals; and

□ Second Priority: Low-Income Individuals residing in City.

V. Initial Airport Employer Roles.

A. Liaison. Each Airport Employer shall designate a liaison for issues related to the

Program. The liaison shall work with LAWA, the Coalition Representative, the

Referral System provider, and relevant public officials to facilitate effective

implementation of this Program.

Long-Ranae Planning. Any entity that becomes an Airport Employer at least two

(2) months prior to commencing operations related to Airport shall, at least two

months prior to commencing operations related to Airport, provide to the Referral

B.

25Ol'iS ■vatoi' pa;forJlflU ?meniai ic

dr

System the approximate number and type of Airport Jobs that it will fill and the

basic qualifications necessary.

VI. Airport Employer Hiring Process.

Notification of Job Opportunities. Prior to hiring for any Airport Job, an Airport

Employer shall notify the Referral System, by e-mail or fax, of available job

openings and provide a description of job responsibilities and qualifications,

including expectations, salary, work schedule, duration of employment, required

standard of appearance, and any special requirements (e.g., language skills,

driver’s license, etc.). Job qualifications shall be limited to skills directly related to

performance of job duties.

A.

B. Referrals. After receiving a notification under Section VI.A above, the Referral

System shall within five days, or longer time frame agreed to by the Referral

System and Airport Employer, refer to the Airport Employer one or more

Targeted Applicants who meet the Airport Employer's qualifications.

C. Hiring.

New Employer Targeted Hiring Period. When making initial hires for the

commencement of an Airport Employer's operations related to Airport, the

Airport Employer shall consider and hire only Targeted Applicants for a

two week period following provision of the notification described in

Section VI.A. After this period, the Airport Employer shall make good-faith

efforts to hire Targeted Applicants, but may consider and hire applicants

referred or recruited through any source.

1.

Established Employer Targeted Hiring Period. When making hires after

the commencement of operations related to Airport, an Airport Employer

shall consider and hire only Targeted Applicants for a five-day period

following provision of the notification described in Section VI.A. After this

2.

26hltOin toQi

•ir

period, the Airport Employer shall make good-faith efforts to hire Targeted

Applicants, but may consider and hire applicants referred or recruited

through any source.

3. Hiring Procedure During Targeted Hiring Periods. During the periods

described in Sections VI.C.1 and VI.C.2 above, Airport Employers may

hire Targeted Applicants recruited or referred through any source. During

such periods Airport Employers shall use normal hiring practices,

including interviews, to consider all applicants referred by the Referral

System.

4. No Referral Fees. No Airport Employer or referred job candidate shall be

required to pay any fee, cost or expense of the Referral System or this

Program in connection with referrals.

VIII. Reporting and Recordkeeping.

A. Reports. During the time that this Program is applicable to any Airport Employer,

that Airport Employer shall, on a quarterly basis, notify the Referral System of the

number, by job classification, of Targeted Applicants hired by the Airport

Employer during that quarter, and the total number of employees hired by the

Airport Employer for Airport Jobs during that quarter. Any Airport Employer who

has not had hiring activity for the quarter, shall also notify the Referral System of

such inactivity.

B. Recordkeeping. During the time that this Program is applicable to any Airport

Employer, that Airport Employer shall retain records sufficient for monitoring of

compliance with this Program with regard to each Airport Job, including records

of notifications sent to the Referral System, referrals from the Referral System,

job applications received from any source, number of Targeted Applicants hired,

and total number of employees hired for Airport Jobs. To the extent allowed by

27ter

law, and upon reasonable notice, these records shall be made available to LAWA

and to the Referral System for inspection upon request. The Coalition

Representative may request that LAWA provide such records at anytime.

Records may be redacted so that individuals are not identified by name and so

that information required by law to remain confidential is excluded.

C. Complaints. If LAWA, the Coalition, or the Referral System believes that an

Airport Employer is not complying with this Program, then the designated LAWA

office shall be notified to ensure compliance with this program.

D. Liquidated Damages. Each Airport Employer agrees to pay to LAWA liquidated

damages in the amount of One Thousand Dollars ($1,000) where LAWA finds

that the Airport Employer has violated this Program with regard to hiring for a

particular Airport Job. LAWA shall establish procedures providing to Airport

Employers notice and an opportunity to present all relevant evidence prior to

LAWA’s final determination regarding an alleged violation. This liquidated

damages provision does not preclude LAWA from obtaining any other form of

available relief to ensure compliance with this Program, including injunctive relief.

IX. Miscellaneous.

A. Compliance with State and Federal Law. This Program shall be implemented

only to the extent that it is consistent with the laws of the State of California and

the United States. If any provision of this Program is held by a court of law to be

in conflict with state or federal law, the applicable law shall prevail over the terms

of this Program, and the conflicting provisions of this Program shall not be

enforceable.

B. Severability Clause. If any term, provision, covenant or condition of this Program

is held by a court of competent jurisdiction to be invalid, void, or unenforceable,

the remainder of the provisions shall continue in full force and effect.

28an*

19/17

c. Binding on Successors. This Program shall be binding upon and inure to the

benefit of the successors in interest, transferees, assigns, present and future

partners, subsidiary corporations, affiliates, agents, representatives, heirs, and

administrators of any party that has committed to comply with it. Any reference in

this Program to a party shall be deemed to apply to any successor in interest,

transferee, assign, present or future partner, subsidiary corporation, affiliate,

agent, representative, heir or administrator of such party; provided, however, that

any assignment, transfer or encumbrance of a lease agreement, permit or

contract in which this Program is incorporated shall only be made in strict

compliance with the terms of such lease agreement, permit or contract and the

foregoing shall not constitute consent to any such assignment, transfer or

encumbrance.

Lease Agreements and Contracts. Airport Employers shall not execute any

sublease agreement or other contract under which Airport Jobs may occur

directly or indirectly, unless the entirety of this Program is included as a material

term thereof, binding on all parties.

D.

Assurance Regarding Preexisting Contracts. Each Airport Employer warrants

and represents that as of the date of execution of this Program, it has executed

no sublease agreement or other contract that would violate any provision of this

Program had it been executed after the date of incorporation of this Program into

a binding contract.

E.

Intended Beneficiaries. LAWA, the Coalition, and the Referral System are

intended third-party beneficiaries of contracts and other agreements that

incorporate this Program with regard to the terms and provisions of this Program.

However, the parties recognize that only LAWA has the sole responsibility to

enforce the provisions of this Program.

F.

29Clip smpatvy

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9/17 Kd'

G. Material Terms. All provisions of this Program shall be material terms of any

lease agreement or contract in which it is incorporated.

H. Effective Date. Section VI of this Program shall become effective on the effective

date of the contract or agreement into which it is incorporated.

Construction. Any party incorporating this Program into a binding contract has

had the opportunity to be advised by counsel with regard to this Program.

Accordingly, this Program shall not be strictly construed against any party, and

the rule of construction that any ambiguities be resolved against the drafting

party shall not apply to this Program.

J. Entire Contract. This Program contains the entire agreement between the parties

on the subjects described herein, and supersedes any prior agreements, whether

written or oral. This Program may not be altered, amended or modified except by

an instrument in writing signed in writing by all parties to the contract in which it is

incorporated.

30h

0;

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

FIVE YEAR EXTENDED PREVENTATIVE AND ROUTINE

MAINTENANCE SERVICE AGREEMENT

(SERVICE AGREEMENT) SPECIFICATIONS

FOR

THE

PHASE III CONVEYANCE

MODIFICATIONS

AT

LOS ANGELES INTERNATIONAL AIRPORT

IN

THE CITY OF LOS ANGELES CALIFORNIA

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

TABLE OF CONTENTS

GENERAL CONDITIONSGC-1. SCOPE OF WORK................................................GC-2. NOT USEDGC-3. AUTHORIZED REPRESENTATIVE OF THE CITY

GC-4. INSURANCE..........................................................GC-5. CITY HELD HARMLESS.......................................GC-6. STANDARD OF CARE.........................................

1

1145

GC-7. NOT USEDGC-8. CONTRACT BONDS.......................................GC-9. NOT USEDGC-10. ASSIGNMENT ORTRANSFER PROHIBITED

5

6

GC-11. NOT USED

GC-12. NOT USEDGC-13 NOT USED

GC-14. NOT USED

GC-15. NOT USED

GC-16. NOT USED

GC-17. NOT USED

GC-18. NOT USED7GC-19. WAIVER..

GC-20. NOT USEDGC-21. NOT USED

7GC-22. TERMINATION.......................................................................................GC-23. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS

GC-24. PUBLIC CONVENIENCE AND SAFETY...............................................GC-25. RESPONSIBILITIES OF THE CONTRACTOR.....................................GC-26. RESPONSIBILITIES OF LAWA............................................................GC-27. INTERFACE...........................................................................................

89

9101010GC-28. SAFETY..............................

GC-29. ADVERTISING...................GC-30. AUDITS AND RECORDS ...GC-31. PAYMENT..........................GC-32. NOT USEDGC-33 CONTRACTOR STAFFING

111111

12

Exhibit A

3

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

SPECIAL CONDITIONSSC-1. INTRODUCTION...................................................................SC-2. SITE SPECIFIC WORK PROCEDURES AND PROGRAMS

SC-3. SUBMITTALS.......................................................................SC-4. TERM OF SERVICE AGREEMENT.....................................SC-5. WORKING HOURS..............................................................SC-6. SERVICE CALLS.................................................................SC-7. WORK RESPONSE TIME....................................................SC-8. NOT USEDSC-9. OPERATION OF VEHICLES...............................................

13

131314141414

15SC-10. UNIFORMS 15SC-11. WORKMANSHIP AND MATERIALS.............................SC-12. OWNER-FURNISHED MATERIALS AND EQUIPMENTSC-13. CONTRACTOR SUPPLIES...........................................SC-14. FACILITIES USED BY THE CONTRACTOR.................

16161717

SC-15. NOT USEDSC-16. NOT USED

SC-17. NOT USEDSC-18. BASIC MAINTENANCE REQUIREMENTSSC-19. REPORTS.................................................SC-20. QUALITY CONTROL.................................

1821

21

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

GENERAL CONDITIONS

GC-1. SCOPE OF WORK

These General Conditions apply exclusively to the Five Year Service Agreement (and any extensions of that Service Agreement) which shall begin immediately upon the expiration of the Warranty Period on the 52 units identified in Appendix A.

1.1.

The Contractor agrees to furnish all labor, materials and equipment in strict compliance with the work requirements, conditions and specifications identified in the Contract Documents.

1.2.

It is expressly understood and agreed that the Contractor shall perform all incidental work required to fulfill the requirements of the Contract Documents. All such incidental work shall not be considered Change or Extra Work for which additional compensation can be claimed by the Contractor.

1.3.

GC-2. NOT USED

GC-3. AUTHORIZED REPRESENTATIVE OF THE CITY

The Director of Maintenance represents LAWA, the City, the Board and the Executive Director within the limits of the City Charter and the administrative requirements of both the City on all matters relating to this Service Agreement.

3.1.

The Director of Maintenance or designated representative has the final authority in all matters affecting the Work and the authority to enforce compliance with the Service Agreement. The Contractor shall promptly comply with the instructions of The Director of Maintenance or its authorized representative.

3.2.

GC-4. INSURANCE

Contractor shall procure at its expense, and keep in effect at all times during the term of this Service Agreement the following types and amounts of insurance:COVERAGE TYPE

4.1.

POLICY LIMITS

Statutory$10 Million Combined Single Limit

A. Worker’s CompensationB. Automobile Liability including

fCSL”)

Page 1 of 21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAXLos Angeles World Airports

. Any Autoi. Hired Autosii. Non-owned Autos)

$10 Million CSLC. Aviation/Airport LiabilityOR

$10 Million CSLCommercial General Liability

(Including the following coverages:

Premises and Operations Contractual Liability (Blanket/Schedule) Independent Contractors Personal InjuryProducts/Completed Operations) Explosion, Collapse & Underground Broad Form Property Damage

i.

v.v.VI.VII.

$1 Million CSLD. Professional Liability

$1 Million CSLE. Employer’s Liability

The specified insurance (except for Workers’ Compensation, Employers’ Liability and Professional Liability) shall also, either by provisions in the policies, by City’s own endorsement form or by other endorsement attached to such policies, include and insure City, its Department of Airport, the Board, and all of its officers, employees and agents, their successors and assigns, as insured, against the areas of risk described in Section 4.01 hereof as respects Contractor’s acts or omissions arising out of the performance of this Agreement, Contractor’s acts or omissions in its operations, use and occupancy of the premises hereunder or other related functions performed by or on behalf of Contractor at theAirport.

4.2.

4.3. Waiver of Subrogation. For commercial general liability insurance,workers' compensation insurance, and employer's liability insurance, the insurer shall agree to waive all rights of subrogation against City for Losses arising from activities and operations of Contractor insured in the performance of Services under this Service Agreement.

Sub-Contractors. Contractor shall include all of its Sub-Contractors as insured's under its policies or shall furnish separate certificates and endorsements for each Sub-Contractor. All coverage's for Sub­Contractors shall be subject to all of the requirements stated herein unless

4.4.

Page 2 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

otherwise agreed to in writing by Executive Director and approved as to form by the City Attorney.

Each specified insurance policy (other than Workers’ Compensation and Employers’ Liability and Professional Liability) shall contain a Severability of Interest (Cross Liability) clause which states, “It is agreed that the insurance afforded by this policy shall apply separately to each insured against whom claim is made, or suit is brought, except with respect to the limits of the company’s liability.” Additionally, Contractor’s Commercial General Liability policy (“Policy”) shall provide Contractual Liability Coverage, and such insurance as is afforded by the Policy shall also apply to the tort liability of the City of Los Angeles assumed by the Contractor under this Service Agreement.

4.5.

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, the acts or omissions of Contractor, its agents, employees, officers, invitees, assigns, or any person or entity acting for, or on behalf of, Contractor.

4.6.

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

4.7.

City shall have no liability for any premiums charged for such coverage(s). The inclusion of City, its Department of Airports, its Board, and all of its officers, employees and agents, and their agents and assigns, as additional insured's, is not intended to, and shall not, make them, or any of them, a partner or joint venture of Contractor in its operations at the Airport.

4.8.

In the event Contractor fails to furnish City evidence of insurance, or to maintain the insurance as required under this Section, City, upon ten (10) days’ prior written notice to Contractor of its intention to do so, shall have the right to secure the required insurance at the cost and expense of Contractor, and Contractor agrees to promptly reimburse City for the cost thereof, plus fifteen percent (15%) for administrative overhead.

4.9.

4.10. At least thirty (30) days prior to the expiration date of any of the above policies, documentation showing that the insurance coverage has been renewed or extended shall be filed with the City. If any such coverage is cancelled or reduced, Contractor shall, within ten (10) days of such cancellation or reduction of coverage, file with City evidence that the required insurance has been reinstated, or is being provided through

Page 3 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

another insurance company or companies.

4.11. Contractor shall provide proof of all specified insurance and related requirements to City either by production of the actual insurance policy (ies), by use of City’s own endorsement form(s), by broker’s letter acceptable to Executive Director in both form and content in the case of foreign insurance syndicates, or by other written evidence of insurance acceptable to Executive Director. The documents evidencing all specified coverage’s shall be filed with City prior to the Contractor performing the services hereunder. Such documents shall contain the applicable policy number(s), the inclusive dates of policy coverage(s), the insurance carrier’s name(s), and they shall bear an original or electronic signature of an authorized representative of said carrier(s). Such insurance shall not be subject to cancellation, reduction in coverage or non-renewal, except after the carrier(s) and the Contractor provide 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.

4.12. City and Contractor agree that the insurance policy limits specified in this Section shall be reviewed for adequacy annually throughout the term of this Service Agreement by the Executive Director, who may thereafter require Contractor to adjust the amount(s) of insurance coverage(s) to whatever amount(s) Executive Director deems to be adequate. City reserves the right to have submitted to it, upon request, all pertinent information about the agent(s) and carrier(s) providing such insurance.

GC-5. CITY HELD HARMLESS

5.1. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employees) or for any and all other losses alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s performance of the Service Agreement, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a

Page 4 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

“Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence.

In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement.

5.2.

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

5.3.

5.4. Survival of Indemnities. The provisions of this GC-5 shall survive the termination of this Agreement.

GC-6. STANDARD OF CARE

6.01 Contractor’s professional services rendered in the performance of thisService Agreement shall conform to the highest professional standards for said designated professional fields in the State of California.

GC-7. NOT USED

GC-8. CONTRACT BONDS

All provisions of General Provisions, Section 2 shall apply.8.1.

The Faithful Performance Bond and the Payment Bond shall each be for one hundred percent (100%) of the Service Agreement price, as stated in the Bid form. The Contractor shall submit both the Faithful Performance Bond and Payment

8.2.

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Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

Bond no less than thirty days prior to the expiration of the Warranty Period, with receipt and approval by LAWA and the City Attorney a condition of Final Acceptance of the Procurement and Installation Contract. Both bonds shall be maintained by the Contractor in full force and effect until the Service Agreement term is complete, and until all claims for materials and labor are paid, and shall otherwise comply with Section 3248 of the Civil Code.

Should any bond become insufficient, the Contractor shall renew the bond within 10 days after receiving notice from The Engineer and/or Director of Maintenance.

8.3.

The mutually agreed optional second 5-year Extended Preventative and Routine Maintenance (EPRM) Service Agreement period shall maintain all bond requirements set forth herein.

8.4.

GC-9. NOT USED

GC-10. ASSIGNMENT OR TRANSFER PROHIBITED

Contractor shall not, in any manner, directly or indirectly, by operation of law or otherwise, hypothecate, assign, transfer or encumber this Service Agreement, or any portion thereof or any interest therein, in whole or in part, without the prior written consent of the Executive Director. The names of Subcontractors or others whom Contractor intends to employ to perform services as part of the Work shall be submitted to Executive Director for prior approval.

10.1.

For purposes of this Service Agreement, the terms “transfer” and “assign” shall include, but not be limited to, the following: (i) if Contractor is a partnership or limited liability company, the transfer of fifty percent (50%) or more of the partnership interest or membership or the dissolution of the Contractor; and, (ii) if Contractor is a corporation, any cumulative or aggregate sale, transfer, assignment, or hypothecation of fifty percent (50%) or more of the voting shares of Contractor.

10.2.

NOT USED NOT USED NOT USED NOT USED NOT USED NOT USED NOT USED NOT USED

GC-11. GC-12. GC-13. GC-14. GC-15. GC-16. GC-17. GC-18.

Page 6 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

GC-19. WAIVER

19.01. The waiver by City of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any other term, covenant, or condition, or of any subsequent breach of the same term, covenant, or condition.

GC-20. NOT USED

GC-21. NOT USED

GC-22. TERMINATION

If, at any time, City, for any reason, decides to terminate the Service Agreement, or any part thereof, City may: 1) require Contractor to terminate the performance of all, or a portion, of its services; and/or 2) terminate this Service Agreement, or any part thereof, upon giving Contractor a thirty (30) day written notice prior to the effective date of such termination, which date shall be specified in such notice.

In the event this Service Agreement or any portion hereof, is terminated by the City, City shall pay Contractor as set forth in Section GC-22.03 the amount due to the Contractor for Basic Services as set forth in the Service Agreement.

City shall not be liable for the cost of work performed or expenses incurred subsequent to the date specified by City in the thirty (30) day written notice to terminate, and in no event shall any payments to be paid by City to Contractor, exceed the amount(s) specified, without the prior approval of the City, and unless this Service Agreement is first amended in writing. Any such payments shall be made by City within a reasonable time following receipt of Contractor's invoice(s) therefor.

City may, at any time, upon written order to Contractor, require Contractor to stop all, or any part, of the services called for by this Service Agreement for a period of thirty (30) days. Said thirty (30) day period shall commence on the day the written order is delivered to Contractor, and shall extend for any further period to which the parties may agree. Any such order shall be specifically identified as a "Stop Work Order" issued pursuant to this clause. Upon receipt of such an Order, Contractor shall forthwith comply with its terms. Within a period of thirty (30) days after a Stop Work Order is delivered to Contractor, or within any extension of that period to which the parties have agreed, City shall either:

a. Cancel the Stop Work Order; or

22.1.

22.2.

22.3.

22.4.

b. Terminate the services as provided in the Service Agreement. If a Stop Work Order issued under this Section is canceled or expires, or the period of any extension thereof is canceled or

Page 7 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

expires, Contractor shall resume work. An equitable adjustment will thereafter be made in Contractor's time of performance, Contractor’s compensation, or both, consistent with the provisions of this Service Agreement, if:

1. The Stop Work Order results in an increase in the time required for, or in Contractor's cost properly allocable to, the performance of services pursuant to this Service Agreement; and

2. Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage; provided, however, that City may investigate any facts relating to such claim.

If a Stop Work Order is not canceled, and the services covered by such order are terminated for the convenience of City, the reasonable costs resulting from said Stop Work Order shall be allowed.

22.5. It is understood and agreed that should City decide that any portion of Service Agreement, and/or Contractor's services, shall be suspended or terminated, this Service Agreement shall continue to apply to that portion or those portions not suspended or terminated, and that such suspension or termination of a portion of Service Agreement or services shall in no way make void or invalid this Service Agreement.

22.6. At the termination of this Service Agreement, the Contractor shall deliver to LAWA all records and documentation, including, but not limited to manuals, operations manuals, service records, drawings, computer programs (including applicable software source codes), procedures, and records which the Contractor has used to maintain the equipment. All such records and documents shall remain the sole property of LAWA. system shall be returned to LAWA in the same or better condition as it was delivered to the Contractor with the exception of reasonable wear and tear.

The

GC-23. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS

23.01. The Contractor shall conduct the operations in a manner that avoids injury or damage to adjacent property and improvements. If damaged or removed due to the Contractor's operations, they shall be restored or replaced in as nearly the original condition and location as is reasonably possible. When ordered by LAWA, the Contractor shall provide and install suitable safeguards to protect any object from injury ordamage.

Page 8 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications at LAXLos Angeles World Airports

GC-24. PUBLIC CONVENIENCE AND SAFETY

24.1. All provisions of the Contract Documents shall apply.

24.2. The Contractor shall be liable for any damage caused to such premises. The Contractor shall restore areas used for operations or for storage, and all areas adjacent to the construction to their original condition.

GC-25. RESPONSIBILITIES OF THE CONTRACTOR

25.1. All provisions of the Project Requirements shall apply.

25.2. The Contractor's employees shall be restricted to immediate work areas at the Site, and shall not go beyond work limits or access routes, except as otherwise approved by LAWA.

25.3. All employees must have a LAWA security badge with a Customs Seal and insurance as required for unescorted access to the Airport’s Security Identification Display Area (SIDA).

25.4. The Contractor shall be responsible for providing and maintaining all tools and all necessary vehicles, including, but not limited to scissor lifts, fork-lift trucks, golf carts, etc. that will be used under this Service Agreement. There will be no additional costs to LAWA for these items, and shall be included as part of Contractor’s rates.

25.5. Before starting work, the Contractor shall designate in writing a representative who shall have complete authority to act on the Contractor's behalf.

25.6. LAWA reserves the right to:

a Disapprove any candidate named as the Contractor's representative or alternate who fails to meet the provisions set forth herein.

b. Remove, without any right to work on the work site, either the Contractor's representative or alternate, who in the sole opinion of LAWA has demonstrated incompetence, lack of ability, or other unsuitability to perform supervision of the Work; and that individual shall not, without permission of LAWA, be re-employed on this Service Agreement.

If the Contractor's representative or alternate leaves the employment of the Contractor, the Contractor will be required to replace the individual(s) within fifteen (15) days.

The Contractor shall be responsible for obtaining, at its own expense, all necessary licenses and permits. The Contractor shall be responsible for all damages to persons or property that occur as a result of the Contractor’s negligence and shall take proper safety and health

25.7.

25.8.

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Exhibit A

Phase III, The Conveyance Modifications atLAXLos Angeles World Airports

precautions to protect the work, workers, the public and the property of others.

GC-26. RESPONSIBILITIES OF LAWA

26.1. LAWA will designate its representative whom the Contractor shall coordinate all operational requirements and activities, concerning, but not limited to rules and regulations, safety, enforcements, notifications to stakeholders and airlines.

26.2. LAWA shall pay the reasonable cost of utilities (electric, gas, etc.) used in the course of performing the Service Agreement activities. LAWA will be the exclusive judge of the reasonableness of claimed utility charges.

26.3. LAWA shall reimburse the Contractor for approved work performed on the units that is required due to excessive wear and tear or due to damage caused to the units by others. The Contractor will be reimbursed in accordance with the agreed upon rate for such work.

GC-27. INTERFACE

27.1. The Contractor shall conduct all operations in a manner that will cause no interference with airplane traffic, passenger flow or normal operation of the Airport. In all operations, the Contractor shall be governed by the regulations and rules of LAWA and shall cooperate fully with LAWA.

27.2. Contractor shall also comply with all applicable laws and regulations and shall hold all necessary consultations and conferences with personnel of any and all City, County, State, or Federal agencies, including, but not limited to the City of Los Angeles, FAA, DFIS, TSA, USCBP, and LAXTEC, which may have jurisdiction.

GC-28. SAFETY

28.1. During the term of this Service Agreement, The Contractor shall provide all materials, resources, training and any and all services required to ensure that the systems can be safely operated and maintained in conformance with LAWA and the approved documents developed by the elevator/escalator OEM in conformance with industry standards.

28.2. Contractor shall at all times conduct all operations under the Service Agreement in a manner to avoid the risk of bodily harm to persons or risk of damage to any property. Contractor shall promptly take all precautions which are necessary and adequate against any conditions which involve a risk of bodily harm to persons or a risk of damage to any property. Contractor shall continuously inspect all Work, materials and equipment to discover and determine any such conditions and shall be solely responsible for discovery, determination and correction of any such conditions.

Page 10 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAXLos Angeles World Airports

28.3. Contractor shall submit their written Safety Program, with detail commensurate with the Work to be performed, for LAWA’s review within 30 days of expiration of the 1-year warranty period. Such review and approval shall not relieve Contractor of its responsibility for safety, nor shall such review be construed as limiting in any manner Contractor’s obligation to undertake any action which may be necessary or required to establish and maintain safe working conditions at the facility.

28.4. Contactor shall maintain accurate accident and injury reports and shall furnish LAWA a monthly summary of injuries and man hours lost due to injuries as well as a statement of total man hours worked.

28.5. Material usage by the Contractor shall be accomplished with strict adherence to California Division of Industrial Safety requirements and all manufacturer warnings and application instructions listed on the material Safety Data Sheet and on the product container label.

28.6. The Contractor shall notify LAWA if a specified product cannot be used under safe conditions.

28.7. Worker Protection: In all cases involving exposure of personnel to toxic/hazardous materials and/or elements, the City of Los Angeles Personnel, Occupational Safety Office, shall have field review authority over the Contractor's operations.

GC-29. ADVERTISING

29.1. No use of information related to the Work is permitted without the written approval of LAWA.

29.2. All signage, logos, placards, displays, etc. are subject to written approval by LAWA.

GC-30. AUDITS AND RECORDS

30.01. LAWA shall have access to all records and documents of the Contractor directly relating to labor and materials used for the performance of the work in this Service Agreement.

GC-31. PAYMENT

31.1. It is agreed that, regardless of any other provision of this Service Agreement, unless amended, the total amount to be paid to Contractor by City shall not exceed $3,477,255 for 5 years of Extended Preventative and Routine Maintenance (EPRM) services; $375,000 over 5 years for non- EPRM parts & repairs for an overall amount not to exceed $3,852,255.

31.2. Each month, during the term of this Service Agreement, Contractor shall submit a Request for Payment for 1/60 of the EPRM amount specified in31.1.

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Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

31.3. Each Request For Payment shall contain documentation acceptable to LAWA that include applicable employee and subcontractor time sheets, identification of the scope of work completed, billing by job classifications and the applicable approved billing rates. Each Request for Payment shall also contain a cumulative total of all monthly billings, and balances. Subject to the provisions of this Service Agreement, LAWA shall pay Contractor based on Contractor’s monthly payment requests. Payment will be withheld for any Work not completed in the billing period.

GC-32. NOT USED

GC-33. CONTRACTOR STAFFING

33.01. If LAWA at its sole discretion is dissatisfied with the performance of any of Contractor’s personnel, including personnel of Contractor’s sub­contractors, assigned to the Work, and so notifies Contractor, in writing, Contractor shall replace the person(s) to whom objection has been made within five (5) working days of the written notice. City, in exercising its rights may also, in its sole discretion direct Contractor to terminate one or more its sub-consulting agreements.

SPECIAL CONDITIONS

SC-1. INTRODUCTION

1.1. The general scope of work is to provide complete Extended Preventative and Routine Maintenance (EPRM), services for the elevators (equipment) installed as part of this Procurement and Installation Contract at LAX.

1.2. Any other incidental services that the Contractor determines to be required to assume complete responsibility for EPRM of the new equipment that are not described herein shall be included as part of the Service Agreement costs.

1.3. The Contractor shall have contractual agreements with each of its sub­contractors whose services the Contractor may secure to perform work under this Service Agreement and is in compliance with all of the terms of this Service Agreement. In the event that the Contractor subcontracts certain portions of the work, the term “employee” as used herein shall be deemed to include such subcontractors and their employees.

SC-2. SITE SPECIFIC WORK PROCEDURES AND PROGRAMS

2.1. The Contractor is solely responsible for obtaining any procedures from LAWA prior to commencement of Work and hereby releases LAWA from any and all claims based upon its failure to either become familiar with the governing procedures and programs or its failure to comply with them.

Page 12 of 21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

Contractor is responsible for obtaining copies of any and all approved O&M manuals, drawings, updates, and other documents required to perform all services to the referenced systems called for in this Service Agreement.

Contractor shall have hardcopy prints of all manuals, drawings, etc. at all times, and update as needed to reflect operation of new or modified systems.

Any document referenced in this Service Agreement shall become part of the Service Agreement documents.

SC-3. SUBMITTALS

Contractor shall submit the following documentation at the time specified during the term of the Service Agreement and in accordance with the following submittal deadlines. Prepare all documents in the English language.

2.2.

2.3.

2.4.

3.1.

a. Contractor’s Safety Plan and Drug Policy - Prior to start of any work.b. Problem Reports - On a monthly basis

c. Maintenance Reports - On a monthly basis

d. Invoices - No later than 10 days from the first day of each following calendar month

SC-4. TERM OF SERVICE AGREEMENT

4.01. The term of this Service Agreement shall be for the five year period commencing immediately upon expiration of the 1-year Warranty for the last unit installed as part of the Phase III Project.

SC-5. WORKING HOURS

Contractor shall provide (1.2) mechanics to work Monday - Friday.

Preventative maintenance that requires any unit to be taken out of service shall be performed between the hours of 10:30 p.m. - 6:00 a.m. All units shall be returned to service and opened to the public by 6:00 a.m.

5.1.

5.2.

SC-6. SERVICE CALLS

6.1. The LAWA Elevator Shop will be the primary responder to entrapments. LAWA acknowledges and agrees that only licensed elevator personnel should perform work on the equipment. The LAWA Elevator Shop will be the primary responder to equipment failures, entrapments, personal injuries, or any other equipment related calls. The contractor may be called upon to execute repairs that need immediate attention. The contractor shall be required to respond within 24 hours of the initial call to

Page 13 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

initiate any requested repair. Once a repair has started, the contractor must continue on consecutive days with the appropriate staffing level applicable to the repair until the work has been completed.

For additional unscheduled maintenance, repair and parts the following rates shall apply:

Dollar amounts below reflect first year pricing. Subject to increase annually - not to exceed 4%.

Helper HoursMechanic HoursOT OT-PremiumOT OT-Premium RTRT$266.72 $133.36$190.68 $381.37 $190.68 $133.36

Foreman Hours Team HoursOT OT-PremiumOT OT-Premium RTRT

$325.22 $649.27 $324.05$215.25 $429.34 $214.09

Parts will be billed at cost plus 30%.

All service call hours must be approved by the LAWA Elevator Shop Supervisor and will be paid based on the appropriate established rate. All work must be documented via certified time cards and presented with each month invoice. Only actual hours worked will be paid. There is no provision to pay for travel time (portal to portal).

6.2.

All work shall be inspected and approved by the LAWA Elevator Shop Supervisor. Any deficiencies shall be brought to the attention of the Contractor for correction. Deficiencies must be corrected within a time frame established by the Elevator Shop Supervisor. If LAWA requires any additional on-site staffing or standby, contractor will bill for the additional hours at the negotiated rates.

6.3

6.4 Notwithstanding anything in this SC-6 or in any other documentation oragreement, LAWA agrees that in the event equipment that is the subject of this Agreement malfunctions or is otherwise in a dangerous condition, LAWA agrees to notify Contractor as soon as possible using the 24-hour OTISLINE service. Until the problem is corrected, LAWA agrees to remove the equipment from service and take all necessary precautions to prevent access or use.

SC-7. WORK RESPONSE TIME

7.1. Response time for work requirements is dependent upon the type of work performed. Any noncompliance with the specified standards noted in Section SC-6, Service Calls may result in the Contractor being issued a

Page 14 of21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

Contractor Discrepancy Report (CDR) by LAWA. If 3 CDR’s are issued to the contractor within any twelve (12) month period of the contract, LAWA reserves the right to terminate the contract within ten (10) days after the contractor receives the 3rd CDR.

SC-8. NOT USED

SC-9. OPERATION OF VEHICLES

Contractor's ability to park at Terminals is controlled by LAWA. LAWA shall permit the Contractor and its personnel, during the effective period of Service Agreement to purchase parking pass cards to park motor vehicles used by it exclusively in its operations hereunder in the designated parking lots. The Contractor shall comply with such existing rules, regulations and procedures as are now in force and such reasonable future rules, regulations and procedures as may hereafter be adopted by the LAWA for the safety and convenience of persons who park automotive vehicles in any parking area at the airport or for the safety and proper identification of such vehicles, and the Contractor shall also comply with any and all directions pertaining to such parking which may be given from time to time and at any time by the Airport Manager. LAWA shall have no responsibility of any kind whatsoever, including, without limitation thereto, the loss, theft, destruction or damage to said vehicle or any contents therein, in connection with the permission granted to the Contractor to park its motor vehicles. No other rights or privileges in connection with parking of motor vehicles at the Airport are or shall be deemed to be granted to the Contractor under Service Agreement.

Each vehicle or unit of equipment that travels operates, or delivers materials in any restricted area of the Airport shall comply with all insurance requirements and airfield driver's regulations set forth by LAWA.

9.1.

9.2.

SC-10. UNIFORMS

10.01. The Contractor shall provide its personnel with all necessary distinctive uniforms and identification badges and woven identification insignia of a type and style which shall be subject to the prior and continuing approval of C&M. Contractor's employees shall wear these uniforms and identification badges or insignias at all times while performing the operations hereunder. The Contractors’ employee shall be neat, clean, and professional in appearance.

SC-11. WORKMANSHIP AND MATERIALS

11.1. All repair and replacement materials, parts, and equipment furnished by the Contractor in the Work shall be new, high grade, of the same manufacture and type as material and items being replaced and free from defects. Materials and work quality not conforming to the requirements of

Page 15 of 21Revised-JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

the Specifications shall be considered defective and will be subject to rejection. Defective work or material, whether in place or not, shall be removed immediately from the site by the Contractor, at its expense, when so directed by LAWA.

11.2. If the Contractor fails to replace any defective or damaged work or material within 10 days after reasonable notice, LAWA may cause such work or materials to be replaced. The replacement expense shall be deducted from the amount to be paid to the Contractor.

SC-12. OWNER-FURNISHED MATERIALS AND EQUIPMENT

12.1. The Contractor shall maintain all required Spare Parts at all times with, at a minimum, quantities of spare parts equal to or greater than that which are present at the start of the Service Agreement, and as specified by the OEM O&M Manual, or as directed by LAWA. The cost of all Non- Warranty Spare Parts replacement shall be invoiced back to LAWA in accordance with General Provisions, Section 3.

12.2. The Contractor shall be responsible to accurately record spare parts purchases and inventory at all times.

12.3. At time of acceptance of materials from LAWA, Contractor shall sign a receipt. Signing of such receipt without reservation therein shall preclude any subsequent claim by the Contractor that any such items were received from LAWA in a damaged condition and with shortages. If at any time after acceptance of any such item from LAWA any such item is damaged, lost, stolen or destroyed, such item shall be repaired or replaced at the expense of the Contractor.

12.4. Upon completion of the 5-year Service Agreement, Contractor shall, at its expense, return all surplus and unused materials and parts to LAWA.

SC-13. CONTRACTOR SUPPLIES

13.01. The Contractor shall furnish all incidental supplies, materials, tools, and equipment necessary for the performance of the work in the Service Agreement, unless otherwise specified. The costs for these incidentals shall be inclusive of this Service Agreement.

SC-14. FACILITIES USED BY THE CONTRACTOR

14.1. General

a Limited facilities such as storage and workshop space may be furnished by LAWA. The Contractor shall be fully responsible and liable for the facilities made available to it, to include security, loss or damage thereto. This responsibility includes the observance of

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Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

safety, security and sanitary directives. Facilities built or installed by Contractor must be removed at termination of the Service Agreement, unless the Contractor and LAWA agree to their presence. The Contractor may not use any LAWA facilities other than those specifically provided. In case of break-ins, the Contractor shall notify Airport Police immediately upon discovery and assist in determining loss. Notwithstanding this paragraph, in no instance is the Contractor made liable for loss or damage of LAWA-furnished facilities when the loss or damage was not caused by Contractor's negligence.

b. Access to Premises: The Contractor shall not permit any unauthorized access to individuals to the work area, and shall enforce all applicable LAWA orders, rules, regulations, and instructions. These requirements shall also be applicable to all individuals with regard to access, removal, and/or possession of classified data, materials, supplies, equipment and all LAWA owned property at the locations designated in Service Agreement. Access to FIS areas is controlled by the Federal Agencies and subject to their rules and restrictions. Contractors' employees working in the FIS areas are subject to extensive background checks by these Agencies.

c Equipment and materials located on the Airport, but not being used, shall be left at locations to be designated by LAWA. All other operations of the Contractor shall be confined to the areas authorized or approved by LAWA. Areas adjacent to the work will be made available for temporary use by the Contractor, without cost, whenever such use will not interfere with other purposes. The Contractor shall be liable for any damage caused to such premises. The Contractor shall restore areas used for operations or for storage, and all areas adjacent to the work, to their original conditions.

14.03. Cleaning of Site: The Contractor shall be responsible for keeping the work site clean and neat. As necessary, debris shall be removed to an approved disposal location. Areas used by the Contractor during its work shall be cleaned daily before leaving the job site. Items saturated with combustible fluids shall be stored in tightly sealed metal containers and removed from the Work location. Paints and thinners shall not be poured into Terminal drains, lines or sewers. Paint, dirt and other stains on surfaces of Terminals, which are caused by the Contractor's work, shall be carefully removed and the surfaces cleaned. All areas used by the Contractor shall be left in a clean and neat condition.

Page 17 of 21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

SC-15. NOT USED SC-16. NOT USED SC-17. NOT USED

SC-18. BASIC MAINTENANCE REQUIREMENTS

18.01. General

a. The Contractor shall provide the EPRM of the vertical transportation systems installed in this Service Agreement in conformance with the LAWA approved O&M Manuals. Services shall strictly comply with all services necessary to maintain the equipment in proper working order for use at a major international airport, and in coordination with LAWA.

b. The Contractor shall be responsible to provide (employ) Senior / Supervising Maintenance Technicians that are licensed elevator mechanics. The Contractor must also possess a valid C -11 Contractor’s License.

c. The Contractor shall be capable of operation, maintenance, trouble- shooting, updating and repairing the equipment computer systems and software.

d. The Contractor shall be responsible for the procurement of all tools and equipment required to perform preventative maintenance and repair functions. Any tools that are required to perform specific maintenance tasks on OEM supplied equipment will be supplied by the OEM as part of the equipment supply and installation.

e. The Contractor shall be responsible to coordinate and cooperate in all respects with LAWA, the user airline, and/or their representatives in the performance of the Contractor’s work. EPRM and non-scheduled maintenance tasks shall be coordinated with and scheduled in concurrence with LAWA. The Contractor shall be required to submit a preventative maintenance schedule to LAWA for review.

f. The Contractor shall be responsible for ensuring that the Contractor’s personnel follow Customs and Border Protection (CBP) rules and requirements when working in Customs areas.

18.2. Basic Maintenance Requirements

a. Service Agreement tasks include, but are not limited to:1. Inspection of completed installation and periodic testing to

maintain each elevator (“unit(s)”) in completely operable, like new condition.

2 Provide preventative maintenance on each elevator at least monthly for a minimum of four (4) hours. (Total On-Site Time). Provide monthly documentation of the same to LAWA.

3. Periodic lubrication of parts and equipment components as per

Page 18 of 21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

OEM’s recommendation. Charts are to be provided for each Unit indicating when services are provided.Perform work without removing Units from service during peak traffic periods determined by LAWA as 7:00 a.m. to 10:30 p.m. daily.Unlimited regular time callbacks are included with a required response time of one (1) hour. Regular time will be Monday through Friday, 8:00am to 4:30pm, exclusive of holidays. Overtime\Premium time call backs originating from an operational error related to the performance requirements of the equipment shall be borne by the Contractor.Annual clean down of the Units, drip pans, pits, pallets, hydraulic pumps and components, and all interior parts is required. Make necessary arrangements with LAWA in order to minimize any inconvenience.Annual tests and confirmations that the Controllers and control systems are functioning properly for each Unit.Reporting: Detailed monthly records of tasks performed including names of individuals performing the tasks, date and time performed, and other pertinent data. Contractor is required to conform to the requirements of LAWA’s maintenance system.

4.

5.

6.

7.

8.

b. Routine Maintenance - Activities such as routine inspections and tests designed to identify any unusual or abnormal equipment condition.

c. Preventative Maintenance (“PM”) - Activities required to keep the Units operating at the prescribed levels of safety, efficiency and reliability as defined in the O&M Manuals, which are performed on a regular basis at specified intervals. Preventative measures shall also include cleaning the surrounding area as required to keep Units free from any trash, dirt and/or debris.

d. Non-Scheduled Maintenance - Any corrective measure or repair necessitated by an inspection, a failure, or unusual circumstances adversely affecting the normal equipment operation, scheduled maintenance may be required as a result of unsatisfactory conditions discovered during an inspection.

e. Ordinary Wear - Any corrective measure or repair that may be required because of ordinary wear.

f. Other Maintenance - Maintaining updated maintenance manuals, maintenance of testing equipment and tools.

g. Hours Available for Maintenance Functions - shall be as stated in SC-5, or as approved by LAWA.

j. Repair and Replacement of Damaged Parts, Components or

Page 19 of 21Revised - JUNE 05, 2017

Non-

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

Materials1. Contractor shall promptly repair and/or replace damaged

parts, components or materials, regardless of the cause of such damage. Any and all replacement parts must be new and unused. LAWA will reimburse the Contractor for the cost of such repairs and replacements, in accordance with GP, Section 3, where the need for the repairs did not result from:

a. The routine operation and maintenance of the system.

b. The careless or negligent acts or omissions of the equipment OEM, Contractor’s employees, suppliers, agents or subcontractors. There shall be no separate reimbursement for repairs or replacements for items covered by the warranties or guarantees provided by the OEM.

2. LAWA requires the Contractor to provide sufficient resources to promptly repair the systems at all times.

3. Any additional costs not associated with this Service Agreement must be approved in advance by LAWA.

k Replacement of Materials

1. If it is necessary for the Contractor to replace any materials, parts or components under this Service Agreement and LAWA is responsible for the cost, the Contractor shall first submit to LAWA, for approval, the name of the item, identifying number and quantity required, name of the proposed supplier and the proposed cost, and the amount that the Contractor intends to bill LAWA. LAWA’s written approval is required before the purchase of any parts, components or material shall commence unless, if in the Contractor’s opinion, it is needed to keep the Units in operation or is required to comply with any LAWA, city, or national safety requirements.

SC-19. REPORTS

19.1. Unless specified elsewhere in the Service Agreement, the following are minimum reports to be submitted to LAWA monthly:

1. Completed Preventative Maintenance tasks, identifying times escalators have been operated in the reverse direction.

2. Preventative Maintenance Inspection Sheets and Maintenance Logs3. Emergency Service Call Log

Page 20 of 21Revised - JUNE 05, 2017

Exhibit A

Phase III, The Conveyance Modifications atLAX, Los Angeles World Airports

SC-20. QUALITY CONTROL

20.1. The Contractor shall establish and maintain a complete QC program that is acceptable to LAWA and assures the requirements of Service Agreement are provided as specified. The QC Program shall be implemented on Service Agreement start date. A copy of the Contractor's QC Program shall be submitted to LAWA prior to start of work.

20.2. The Contractor’s QC Program shall include thefollowing:

An inspection system covering all the tasks and services to be provided by the Contractor. It shall specify areas to be inspected on a scheduled or unscheduled basis, the manner in which inspections are to be conducted and the individual who will do the inspection.

a.

A method of identifying deficiencies in the quality of services performed before the level of service becomes unacceptable.

b.

A file of all inspections or tests conducted by the Contractor, to include any corrective actions taken. This file shall be subject to LAWA review at all times during the performance of Service Agreement. The file shall be property of LAWA and shall be turned over to LAWA upon completion or termination of Service Agreement.

c.

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Exhibit A

Appendix A

LAX Phase III Unit List

Phase III Units Machine NumberUnit TypeComm Center MOD Hydro F32667Virgin Atlantic MOD Hydro F32667TBIT 1 MOD Geared F32669

MOD GearedTBIT 2 F32670TBIT 3 MOD Geared F32671TBIT 4 MOD Geared F32672Admin West 4 MOD Hydro F32673Theme 1 MOD Hydro 277457Theme 2 MOD Hydro 277458Theme 3 MOD Hydro 277459

MOD HydroTheme 4 277460MOD HydroT4-15 F32674MOD HydroT4-14 F32675MOD HydroT4-10 F32676

T4-9 MOD Hydro F32677MOD HydroT4-8 F32678MOD MRLT4-6 F32679

T1-5 MOD Hydro F32681T1-2 MOD Hydro F32682

MOD HydroT1-1 F32683S6-4 MOD Hydro F32684S6-3 MOD Hydro

MOD MRLF32685

PSF 1 F32690PSF 2 MOD MRL F32691Maint Bldg NE MRL F32686Admin West 3 MOD MRL F32689Admin West 2 MOD MRL F32688Admin West 1 MOD MRL F32687T4-1 (S4-1) NE MRL 739683T7-7 (S7-7) NE MRL 739684

NE MRLAdmin E 2 739704T5-10 (S5-1) NE MRL 739705T6-9 (S6-1) NE MRL 739706T7-9 (S7-2) NE MRL 739707T7-8 (S7-3) NE MRL 739708T2-9 (T2-1) NE MRL 739709

NE MRLT2-2 739710T2-2A NE MRL 739711T2-3 NE MRL 739712

NE MRLT2-4 739713NE MRLT2-5 739714

T2-6 NE MRL 739715NE MRL 739716T2-7NE MRLT2-8 739717

T4-11 NE MRL 739718T4-13 NE MRL 739719

NE MRLT5-3 739720NE MRLT5-4 739721NE MRLT5-6B 739722

T5-7C NE MRL 739723NE MRL G2S 631422T6-10 (replaced T7-(

NE MRLT8-3 739725