CONTRACT BETWEEN THE CITY OF LOS ANGELES …clkrep.lacity.org/onlinedocs/2013/13-1337_MISC_10-09-2013.pdfcontract between the city of los angeles and otis elevator company for extended

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

MAINTENANCE SERVICE OF BRADLEY WEST ELEVATORS, ESCALATORS ANDMOVING WALKWAYS AT LOS ANGELES INTERNATIONAL AIRPORT

THIS CONTRACT, made and entered into this day of _

2013, 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"),

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

Services ("Services") of the Bradley West elevators, escalators, and moving walkways 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 entire 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; and

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:

Section 1.0 Incorporation by Reference.

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

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

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 "8," and is,

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

Section 2.0 Scope of Work.

2.1 This Contract is for complete Extended Preventative and Routine Maintenance

Services for the elevators, escalators and moving walkways 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

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

be claimed by Contractor.

2.3. 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.

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2.4. 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 Term of Contract.

3.1 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,

unless City agrees to exercise its one, five-year option; subject, however, to earlier termination

pursuant to the terms of this Contract. 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.

3.2 Contractor grants to City an irrevocable option to extend the basic term of this

Contract for five years. Contractor acknowledges that City is under no obligation to exercise the

option to extend the term.

Section 4.0 Contractor's Fee and Payment.

4.1. 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 Million, Six Hundred Eighty-Three Thousand, Eight Hundred Forty-Five and

00/100 Dollars $6,683,845 for scheduled preventative and routine maintenance, an amount not

to exceed One Million 00/100 Dollars $1,000,000 for additional unscheduled maintenance,

repair and parts, and an overall contract amount not to exceed Seven Million, Six Hundred

Eighty-Three Thousand, Eight Hundred Forty-Five and 00/100 Dollars ($7,683,845). 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.

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4.2. 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.

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 AirportsAttn: Executive Director1 World WayLos Angeles, CA 90045

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

Notice to Contractor.

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

postage prepaid, and addressed to:

OTIS ELEVATOR COMPANYAttn: WHQ LEGAL- L. MULLINTen Farm Springs RoadFarmington, CT 06032

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

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 bye-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,.

escalator and moving walks 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.

8.1. 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.

8.2. 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

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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.

8.3. 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

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

Angeles.

8.4. 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.

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.

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

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

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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.

9.3. 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.

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 sale 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.


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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

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

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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.

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.


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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.

Section 13.0 Prevailing Wage. 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.

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. The LWO requires that, unless specific

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

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 desiqnated 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 shallOtis Elevator Company 10Maintenance Agreement for Bradley West09111113·BCO·ID kdr

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.

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 1O.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


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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; (8) 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.

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


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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 Practices

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 ProgramOtis Elevator Company 13Maintenance Agreement for Bradley West09f11f13·BCQ·1D kdr

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 -Buslness 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).

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

incorporated herein by this reference. 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 WageOtis Elevator Company 14Maintenance Agreement for Bradley West09/11/13·BCQ·ID kdr

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.

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.

18.1 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.

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

Liability) shall also, either by provisions in the policles, 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

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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.

18.5 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.

18.6 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.

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.

Otis Elevator CompanyMaintenance Agreement for Bradley West09/11113-BCO-ID kdr

16

18.9 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.

18.10 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

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

representative of said carriert 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


17

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 LAWNs 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.

Section 20.0 Equal Benefits Ordinance (EBO).

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

(HEBOH)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 OrdinanceOtis Elevator Company 18Maintenance Agreement for Bradley West09/11/13-8CO-IO kdr

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.

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 fund raising 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

Otis Elevator CompanyMaintenance Agreement for Bradley West09/11/13-8CO-IO kdr

19

As provided in Charter Sections 470(c){12), 609(e) and related ordinances, youare 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 andfundraising for certain elected City officials or candidates for elected City office for 12months after the City contract is signed. Additionally, gifts are limited to elected officialsand certain City officials. Subcontractor is required to provide to contractor names andaddresses of the subcontractor's principals and contact information and shall update that

. information if it changes during the 12 month time period. Subcontractor's informationincluded must be provided to contractor within 10 business days. Failure to comply mayresult 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 websiteat http://ethics.lacity.org/orbycalling 2131978-1960.

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.

Section 25.0 Contract Contains Entire Agreement. 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

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]

Otis Elevator CompanyMaintenance Agreement for Bradley West09111113·8CO·10 kdr

20

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

Date:_----'c..Lj.....JI..!.--=- _ By __Executive Director

Department of AirportsBy:--<L...J~ (

Deputy City Attorney

By ~~~-----------------Wei Chi'Deputy Executive DirectorComptroller

BY~l#-6signa2

OTIS ELEVATOR COMPANY

By H. JdclwdlfSign&re

Print Name Print Name

Print Title t1_~~='d.-fhVct+M jq-JVfr6-o/l.

Print Title


21

EXHIBITB

FIRST SOURCE HIRING PROGRAM FOR AIRPORT EMPLOYEES

I. 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.

II. 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

Otis Elevator CompanyMaintenance Agreement for Bradley West09/11/13·BCQ·ID kor

22

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

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 deslqnate 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.


23

"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.

"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.

III. 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.

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

least one year and Special Needs Individuals; and

o 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.


24

B. Long-Range 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

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

basic qualifications necessary.

VI. Airport Employer Hiring Process.

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

Employer shall notify the Referral System, bye-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.

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.

1. 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 VIA 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.


25

2. 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 VIA 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.

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 ofOtis Elevator Company 26Maintenance Agreement for Bradley West09/11/13-BCO-ID kdr

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

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


27

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.

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.

D. 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.

E. 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.


28

F. 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.

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.

I. 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.

Otis Elevator CompanyMaintenance Agreement for Bradley West09111113·8CO·ID kdr

29

~ ELEVATORS, ESCALATORS, AND MOVING WALKSIl!~ Los Angeles World AirportsJ~

FIVE YEAR EXTENDEDPREVENTATIVE AND ROUTINE

MAINTENANCE SERVICEAGREEMENT

(SERVICE AGREEMENT)SPECIFICATIONS

FOR

ELEVATORS, ESCALATORS, and MOVINGWALKS

AT THE

LOS ANGELES INTERNATIONAL AIRPORT

IN

THE CITY OF LOS ANGELES,CALIFORNIA

09/12/13 Exhibit A

ELEVATORS, ESCALATORS, AND MOVING WALKS UPGRADESLos Angeles World Airports

TABLE OF CONTENTS

GENERAL CONDITIONS

GC-1. NOT USED 1

GC-2. NOT USED

GC-3. AUTHORIZED REPRESENTATIVE OF THE CITY ....................•.....•...................•.•..................•.•..•.•..... 1

GC-4. NOT USED

GC-S. NOT USED

GC-6. NOT USED

GC-7. NOT USED

GC-8. CONTRACT BONDS ....•..............••.•.........•..•......••.••..••...........•............•.•..•.............•.••........•......•.....•.•••...1

GC-9. NOT USED

GC-10. NOT USED•..•..........•.....•..•.......•.......•......•..•.......•.................••......••.................•..•................. · 2

GC-11. NOT USED

GC-12. NOT USED

GC-13 NOT USED

GC-14. NOT USED

GC-1S. NOT USED

GC-16. NOT USED

GC-17. NOT USED 2

GC-18. NOT USED

GC-19. WAiVER 2

GC-20. NOT USED 3

GC-21. NOT USED

GC-22. TERMINATION •......•••.•••........•..•.......••...•.....•.....•..•....•.•••..•.....••..••...•.....•...•..•........•...•..••...........••••...•.•....3

GC-23. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS S

GC-24. PUBLIC CONVENIENCE AND SAFETY ..••.......•...•..•.......•.•••.•......•.............•.•.••••.•...•..•...••......•••.•.......••.S

GC-25. RESPONSIBILITIES OF THE CONTRACTOR ••..••....•••.....•..........••••••............••.....•......•....................••...5

GC-26. RESPONSIBILITIES OF LAWA ......•......•..•..•.••..•......•...••..•......•..•....•..•.•...•.•..•..•.........•..•••••..........••..••..••6

GC-27. INTERFACE 6

GC-28. SAFETY 6

GC-29. ADVERTiSiNG 7

GC-30. AUDITS AND RECORDS ••......•..•........•..••.......•..••..•........•••........•....•..........••...•.•............•.•.......•.........•....7

GC-31. PAyMENT 7

GC-32. NOT USED

GC-33 CONTRACTOR STAFFING 8

07/12/12 Exhibit A


SPECIAL CONDITIONS

SC-1. INTRODUCTION 9

SC-2. SITE SPECIFIC WORK PROCEDURES AND PROGRAMS 9

SC-3. SUBMITTALS ....•...••..•.•..............•••..••••..•............••..•..•.•......•......•.........•...........•.................•...•••......••.......9

SC-4. NOT USED•••...........••..••..••.............••...•...•..........•.•..•..•••..............•.•.••.....•................•...........•...••.•........•..•.9

SC-5. WORKING HOURS 10

SC-6. SERVICE CALLS •......•.......•...............•............•...•.............•..••.•.•.•........•...........•...••.......•...•...........•.....•. 10

SC-7. WORK RESPONSE TIME ....•.•....•.........•....•.......•.....•...............•................•.•••..•.......•...•••....•.•.....•••.......10

SC-8. NOT USED

SC-9. OPERATION OF VEHiCLES 11

SC-10. UNIFORMS 11

SC-11. WORKMANSHIP AND MATERIALS .....•.....•.....••..••.•.•....•.......•.......•.•...•....•.......••..•••.....•..•...•..•.•.........11

SC-12. OWNER-FURNISHED MATERIALS AND EQUiPMENT .................•..•......•....•....•..................•...........•. 12

SC-13. CONTRACTOR SUPPLiES .••........••......•........•..•.....•................•.•.....••..•...............•....................••........•. 12

SC-14. FACILITIES USED BY THE CONTRACTOR .........••••.............•.......•......•.................•.........•...•..•..•..•..... 12

SC-15. NOT USED

SC-16. NOT USED

SC-17. NOT USED

SC-18. BASIC MAINTENANCE REQUIREMENTS 13

SC-19. REPORTS 16

SC-20. QUALITY CONTROL 16

07/12/12 Exhibit A


GENERAL CONDITIONS

GC-1. NOT USED

GC-2. NOT USED

GC-3. AUTHORIZED REPRESENTATIVE OF THE CITY

3.01. The Engineer and/or Director of Maintenance or designated representative hasthe final authority in all matters affecting the Work and the authority to enforcecompliance with the Contract. The Contractor shall promptly comply with theinstructions of The Engineer and/or Director of Maintenance or its authorizedrepresentative.

GC-4. NOT USEDGC-5. NOT USEDGC-6. NOT USEDGC-7. NOT USED

GC-S. CONTRACT BONDS

8.01. The Faithful Performance Bond and Payment Bond shall be for one hundredpercent (100%) of the Contract Amount. The Contractor shall submit both theFaithful Performance Bond and Payment Bond on LAWA provided forms prior toperforming any work under the contract. Both bonds shall be issed by a suretywho is listed in the latest version of U.S. Department of Treasury Circular 570,who is authorized to issue bonds in California, and whose bonding limitationshown in said circular is suffiecient to provide bonds in the amount required bythe Contract shall be deemed to be approved unless specifically rejected by theCity. Contractor shall pay all bond premiums, costs and incidentals.

8.02. Should any bond become insufficient, the Contractor shall renew the bond within10 days after receiving notice from The Engineer and/or Director of Maintenance.Should any surety at any time be unsatisfactory to the City, notice to that effectwill be given to the Contractor. No further payments shall be deemed due or willbe made under the Contract until a new surety qualifies and is accepted by theCity.

8.03. Should the five-year option be exercised, Contractor shall maintain all bondrequirements set forth herein.

GC-9. NOT USED

GC-10. NOT USED

GC-11. NOT USED

07/12/12 Page 1 of 19 Exhibit A

ELEVATORS,ESCALATORS,AND MOVINGWALKS UPGRADESLos Angeles World Airports

GC-12. NOT USEDGC-13. NOT USEDGC-14. NOT USEDGC-15. NOT USEDGC-16. NOT USED

GC-17.. NOT USED

GC-18. NOT USED

GC-19. WAIVER

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

GC-20. NOT USEDGC-21. NOT USED

GC-22. TERMINATION

22.01. If, at any time, City, for any reason, decides to terminate the Contract, or any partthereof, or Contractor's services, or any part thereof, City may: 1) requireContractor to terminate the performance of all, or a portion, of its services; and/or2) terminate this Contract, or any part thereof, upon giving Contractor a thirty (30)day written notice prior to the effective date of such termination, which date shallbe specified in such notice.

22.02. In the event this Contract, or any portion hereof, and/or Contractor's services, orany portion thereof, is terminated by the City, City shall pay Contractor as setforth in Section GC-22.03 the amount due to the Contractor for Basic Services asset forth in the Contract.

22.03. City shall not be liable for the cost of work performed or expenses incurredsubsequent to the date specified by City in the thirty (30) day written notice toterminate, 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 unlessthis Contract is first amended in writing. Any such payments shall be made byCity within a reasonable time following receipt of Contractor's invoice(s) therefor.

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



a. Cancel the Stop Work Order; or

b. Terminate the services as provided in the Contract.

If a Stop Work Order issued under this Section is canceled or expires, orthe period of any extension thereof is canceled or expires, Contractorshall resume work. An equitable adjustment will thereafter be made inContractor's time of performance, Contractor's compensation, or both,consistent with the provisions of this Contract, if:

1. The Stop Work Order results in an increase in the time required for, orin 'Contractor's cost properly allocable to, the performance of servicespursuant to this Contract; and

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

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

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

22.06. At the termination of this Contract, the Contractor shall deliver to LAWA allrecords and documentation, including, but not limited to manuals, drawings,computer programs (including applicable software source codes), procedures,and records which the Contractor has used to maintain the equipment. All suchrecords and documents shall remain the sole property of LAWA. The systemshall be returned to LAWA in the same or better condition as it was delivered tothe Contractor with the exception of reasonable wear and tear.

GC-23. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS

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

GC-24. PUBLIC CONVENIENCE AND SAFETY

24.01. All provisions of the Contract Documents shall apply.



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

GC·25. RESPONSIBILITIES OF THE CONTRACTOR

25.01. The Contractor's employees shall be restricted to immediate work areas at theSite, and shall not go beyond work limits or access routes, except as otherwiseapproved by LAWA

25.02. All employees must have a LAWA security badge with a Customs Seal andinsurance as required for unescorted access to the Airport's SecurityIdentification Display Area (SIDA).

25.03. The Contractor shall be responsible for providing and maintaining all necessaryvehicles, including, but not limited to scissor lifts, fork-lift trucks, golf carts, etc.that will be used under this Contract. There will be no additional costs to LAWAfor these items, and shall be included as part of Contractor's rates.

25.04. Before starting work, the Contractor shall designate in writing a representativewho shall have complete authority to act for it.

25.05. LAWA reserves the right to:

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

b. Remove, without any right to work on the work site, either the Contractor'srepresentative or alternate, who in the sale opinion of LAWA hasdemonstrated incompetence, lack of ability, or other unsuitability toperform supervision of the Work; and that individual shall not, withoutpermission of LAWA, be re-employed on the this Contract.

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

25.07. The Contractor shall be responsible for obtaining, at its own expense,allnecessary licenses and perrnits. The Contractor shall be responsible for alldamages to persons or property that occur as a result of the Contractor'snegligence and shall take proper safety and health precautions to protect thework, workers, the public and the property of others.

GC·26. RESPONSIBILITIES OF LAWA

26.01. LAWA will designate its representative whom the Contractor shall coordinate alloperational requirements and activities, concerning, but not limited to rules andregulations, safety, enforcements, notifications to stakeholders and airlines.

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



26.03. LAWA shall reimburse the Contractor for approved work performed on the unitsthat is required due to excessive wear and tear or due to damage caused to theunits by others. The Contractor will be reimbursed in accordance with the agreedupon rate for such work.

GC-27. INTERFACE

27.01. The Contractor shall conduct all operations in a manner that will cause nointerference with airplane traffic, passenger flow or normal operation of theAirport. In all operations, the Contractor shall be governed by the regulations andrules of LAWA and shall cooperate fully with LAWA.

27.02. The Contractor shall conduct the operations in a rnanner that avoids injury ordamage to adjacent property and improvements. Buildings, project markers,signs, structures and other objects on or adjacent to the work site shall beprotected from injury or damage. When ordered by LAWA. the Contractor shallprovide and install all suitable safeguards to protect any object from injury ordamage.

27.03. Contractor shall also comply with all applicable laws and regulations and shallhold all necessary consultations and conferences with personnel of any and allCity, County, State, or Federal agencies, including, but not limited to the City ofLos Angeles, FAA, DHS, TSA. USCBP, and TBITEC, which may havejurisdiction.

GC-2S. SAFETY

28.01. During the term of this Contract, The Contractor shall provide all materials,resources, training and any and all services required to ensure that the systemscan be safely operated and maintained in conformance with LAWA and theapproved documents developed by the elevator/escalator OEM in conformancewith industry standards.

28.02. Contractor shall at all times conduct all operations under the Contract in amanner to avoid the risk of bodily harm to persons or risk of damage to anyproperty. Contractor shall promptly take all precautions which are necessary andadequate against any conditions which involve a risk of bodily harm to persons ora risk of damage to any property. Contractor shall continuously inspect all Work,materials and equipment to discover and determine any such conditions andshall be solely responsible for discovery, determination and correction of anysuch conditions.

28.03. Contractor shall submit their written Safety Program, with detail commensuratewith the Work to be performed, for LAWA's review within 30 days of expiration ofthe 1-year warranty period. Such review and approval shall not relieveContractor of its responsibility for safety, nor shall such review be construed aslimiting in any manner Contractor's obligation to undertake any action which may

07/12/12 Page5 of 19 Exhibit A


be necessary or required to establish and maintain safe working conditions at thefacility.

28.04. Contactor shall maintain accurate accident and injury reports and shall furnishLAWA a monthly summary of injuries and man hours lost due to injuries as wellas a statement of total man hours worked.

28.05. Material usage by the Contractor shall be accomplished with strict adherence toCalifornia Division of Industrial Safety requirements and all manufacturerwarnings and application instructions listed on the material Safety Data Sheetand on the product container label.

28.06. The Contractor shall notify LAWA if a specified product cannot be used undersafe conditions.

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

GC-29. ADVERTISING

29.01. No use of information related to the Work is permitted without the writtenapproval of LAWA.

29.02. All signage, logos, placards, displays, etc. is subject to written approval byLAWA.

GC-30. AUDITS AND RECORDS

30.01. LAWA shall have access to all records and documents of the Contractor directlyrelating to labor and materials used for the performance of the work in thisService Agreement.

GC-31. PAYMENT

31.01. Each month, during the term of this Contract, Contractor shall submit a RequestFor Payment for 1/60 of the not to exceed contract amount for scheduledpreventative and routine maintenance, plus any additional unscheduledmaintenance, repair and parts provided to LAWA.

31.02. Nothing in this agreement requires the Contractor to perform any servicesbeyond those required by the Contract.

31.03. Each Request For Payment shall contain documentation acceptable to LAWAthat include applicable employee and subcontractor time sheets, identification ofthe scope of work completed, billing by job classifications and the applicableapproved billing rates. Each Request For Payment shall also contain acumulative total of all monthly billings, and balances. Subject to the provisionsof this Contract, LAWA shall pay Contractor based on Contractor's monthly



payment requests. Payment will be withheld for any Work not completed in thebilling period.

GC-32. NOT USED

GC-33. CONTRACTOR STAFFING

33.01. If LAWA at its sole discretion is dissatisfied with the performance of any ofContractor's personnel, including personnel of Contractor's sub-Contractors,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) workingdays of the written nbtice. City, in exercising its rights may also, in its solediscretion direct Contractor to terminate one or more its sub-consultingagreements.



SPECIAL CONDITIONS

SC-1. INTRODUCTION

1.01. The general scope of work is to provide complete Extended Preventative andRoutine Maintenance (EPRM) Services, as set forth in. Attachment A,Maintenance Schedule, and Regulatory Inspection Services for the elevators,escalators and moving walks installed as part of the Bradley West Gates andCore Contracts and as set forth in Attachment B.

1.02. Any other incidental services that the Contractor determines to be required toassume complete responsibility for EPRM of the new equipment that are notdescribed herein shall be included as part of the Service Agreement costs.

1.03. The Contractor shall have contractual agreements with each of its sub-contractors whose services the Contractor may secure to perform work underthis contract and is in compliance with all of the terms of this contract. In theevent that the Contractor subcontracts certain portions of the work, the term"employee" as used herein shall be deemed to include such subcontractors andtheir employees.

SC-2. SITE SPECIFIC WORK PROCEDURES AND PROGRAMS

2.01. The Contractor is solely responsible for obtaining any procedures from LAWAprior to commencement of Work and hereby releases LAWA from any and allclaims based upon its failure to either become familiar with the governingprocedures and programs or its failure to comply with them.

2.02. Contractor is responsible for obtaining copies of any and all approved O&Mmanuals, drawings, updates, and other documents required to perform allservices to the referenced systems called for in this Contract.

2.03. 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.

2.04. Any document referenced in this Contract shall become part of the Contractdocuments.

SC-3. SUBMITIALS

3.01. Contractor shall submit the following documentation at the time specified duringthe term of the Service Agreement and in accordance with the following submittaldeadlines. Prepare all documents in the English language.

a. Contractor's Safety Plan and Drug Policy - Prior to start of work

b. Problem Reports - On a monthly basis

c. Maintenance Reports - On a monthly basis (refer to SC-19)

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

e. Passenger Injury Log - Contractor must maintain a PI log at each unit that



must be kept up to date at all times.f. Service Call Logsg. Spare Parts Inventory Log - On a monthly basish. Contractors Quality Control Program - Prior to the start of work.

4.01. NOT USED

SC-5. WORKING HOURS

5.01. Contractor shall provide three (3) mechanics to work Monday-Friday 11:OOPMto6:00AM

SC-6. SERVICE CALLS

6.01. The LAWA Elevator Shop will be the primary responder to entrapments.LAWA acknowledges and agrees that only licensed elevator personnel shouldperform work on the equipment. The LAWA Elevator shop will be the primaryresponder to equipment failures, entrapments, personal injuries or any otherequipment related calls. The contractor may be called upon to execute repairsthat need immediate attention. The contractor shall be required to respond within24 hours of the initial call to initiate any requested repair. Once a repair hasstarted, the contractor must continue on consecutive days with the appropriatestaffing level applicable to the repair until the work has been completed.

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

Dollar amounts below reflects first year pricing. Subject to increase annually- notto exceed 4%.

Mechanic Helper. Hours Hours

RT OT OT-Premium RT OT OT-Premium

$183.35 $366.70 $183.35 $128.23 $256.46 $128.23

Foreman TeamHours Hours

RT OT OT-Premium RT OT OT-Premium

$206.97 $412.83 $205.86 $312.71 $624.30 $311.59

Parts will be billed at cost plus 30%

6.02. All service call hours must be approved by the LAWA Elevator ShopSupervisor and will be paid based on the appropriate established rate. All workmust be documented via certified time cards and presented with each monthlyinvoice. Only actual hours worked will be paid. There is no provision to pay fortravel time (portal to portal).

07/12/12 Page9 of 19 Exhibit A


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

6.04 Notwitstanding anything in this section SC-6 or in any otherdocumentation or agreement, LAWA agrees that in the event equipment that is thesubject of this Agreement malfunctions or is otherwise in a dangerous condition,LAWA agrees to notify Contractor as soon as possible using the 24-hour OTISLlNE©service. Until the problem is corrected, LAWA agrees to remove the equipment fromservice and take all necessary precautions to prevent access or use.

SC-7. WORK RESPONSE TIME

7.01. Response time for work requirements is dependent upon the type of workperformed. Any noncompliance with the specified standards noted in SectionSC·6, Service Calls may result in the Contractor being issued a ContractorDiscrepancy Report (CDR) by LAWA. If 3 CDR's are issued to the contractorwithin any twelve (12) month period of the contract, LAWA reserves the right toterminate the contract within ten( 10) days after the contractor receives the 3RDCDR.

SC·B. NOT USED

SC-9. OPERATION OF VEHICLES

9.01. Contractor's ability to park at Terminals is controlled by LAWA. LAWA shallpermit the Contractor and its personnel, during the effective period of Contract topurchase parking pass cards to park motor vehicles used by it exclusively in itsoperations hereunder in the designated parking lots. The Contractor shallcomply with such existing rules. regulations and procedures as are now in forceand such reasonable future rules. regulations and procedures as may hereafterbe adopted by the LAWA for the safety and convenience of persons who parkautomotive vehicles in any parking area at the airport or for the safety and properidentification of such vehicles. and the Contractor shall also comply with any andall directions pertaining to such parking which may be given from time to timeand at any time by the Airport Manager. LAWA shall have no responsibility ofany kind Whatsoever, including. without limitation thereto. the loss. theft,destruction or damage to said vehicle or any contents therein. in connection withthe permission granted to the Contractor to park its motor vehicles. No otherrights or privileges in connection with parking of motor vehicles at the Airport areor shall be deemed to be granted to the Contractor under Contract.

9.02. Each vehicle or unit of equipment that travels. operates or delivers materials inany restricted area of the Airport shall comply with the regulation set forth inLAWA access requirements.



SC-10. UNIFORMS

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

SC-11. WORKMANSHIP AND MATERIALS

11.01. All repair and replacement materials, parts, and equipment furnished by theContractor in the Work shall be new, high grade, of the same manufacture andtype as material and items being replaced and free from defects. Materials andwork quality not conforming to the requirements of the Specifications shall beconsidered defective and will be subject to rejection. Defective work or material,whether in place or not, shall be removed immediately from the site by theContractor, at its expense, when so directed by LAWA.

11.02. If the Contractor fails to replace any defective or damaged work or material within10 days after reasonable notice, LAWA may cause such work or materials to bereplaced. The replacement expense shall be deducted from the amount to bepaid to the Contractor.

SC-12. OWNER-FURNISHED MATERIALS AND EQUIPMENT

12.01. The Contractor shall maintain all required Spare Parts at all times with, at aminimum, quantities of spare parts equal to or greater than that which arepresent at the start of the Contract, and as specified by the OEM O&M Manual,or as directed by LAWA. The cost of all Non-Warranty Spare Parts replacementshall be invoiced back to LAWA in accordance with Contract Documents.

12.02. The Contractor shall be responsible to accurately record spare parts purchasesand inventory at all times.

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

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

SC-13. CONTRACTOR SUPPLIES

07/12/12 Page 11of 19 Exhibit A


13.01. The Contractor shall furnish all incidental supplies, materials, tools, and equipmentnecessaryfor the performance of the work in the Contract, unless otherwisespecified. The costs for these incidentalsshall be inclusive of this ServiceAgreement.

SC-14. FACILITIES USED BY THE CONTRACTOR

14.01. General

a. Limited facilities such as storage and workshop space may be availablefor lease to the Contractor through separate coordination with LAWA'sCommercial Development Group (CDG). The Contractor shall be fullyresponsible and liable for the facilities made available to it, to includesecurity, loss or damage thereto. This responsibility includes theobservance of safety, security and sanitary directives. Facilities built orinstalled by Contractor must be removed at termination of the ServiceAgreement, unless the Contractor and LAWA agree to their presence.The Contractor may not use any LAWA facilities other than thosespecifically provided. In case of break-ins, the Contractor shall notifyAirport Police immediately upon discovery and assist in determining loss.Notwithstanding this paragraph, in no instance is the Contractor madeliable for loss or damage of LAWA-furnished facilities when the loss ordamage was not caused by Contractor's negligence.

b. Access to Premises: The Contractor shall not permit any unauthorizedaccess to individuals to the work area, and shall enforce all applicableLAWA orders, rules, regulations, and instructions. These requirementsshall also be applicable to all individuals with regard to access, removal,andlor possession of classified data, materials, supplies, equipment andall LAWA owned property at the locations designated in Contract. Accessto FIS areas is controlled by the Federal Agencies and subject to theirrules and restrictions. Contractors' employees working in the FIS areasare subject to extensive background checks by these Agencies.

c. Equipment and materials located on the Airport, but not being used, shallbe left at locations to be designated by LAWA. All other operations of theContractor shall be confined to the areas authorized or approved byLAWA. Areas adjacent to the work will be made available for temporaryuse by the Contractor, without cost, whenever such use will not interferewith other purposes. The Contractor shall be liable for any damagecaused to such premises. The Contractor shall restore areas used foroperations or for storage, and all areas adjacent to the work, to theiroriginal conditions.

14.03. Cleaning of Site: The Contractor shall be responsible for keeping the work siteclean and neat. As necessary, debris shall be removed to an approved disposallocation. Areas used by the Contractor during its work shall be cleaned daily beforeleaving the job site. Items saturated with combustible fluids shall be stored in tightlysealed metal containers and removed from the Work location. Paints and thinnersshall 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, shallbe carefully removed and the surfaces cleaned. All areas used by the Contractorshall be left in a clean and neat condition.

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 transportationsystems installed in the Bradley West Gates and Coe Contracts inconformance with the LAWA approved O&M Manuals and Manufacturer'srecommended preventative maintenance (Attachment B). Services shallstrictly comply with all services necessary to maintain the equipment inproper working order for use at a major international airport, and incoordination with LAWA.

b. The Contractor shall be responsible to provide (employ) Senior 1Supervising Maintenance Technicians that are licensed elevatormechanics. The Contractor must also possess a valid C-11 Contractor'sLicense.

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

d. The Contractor shall be responsible for the procurement of all tools andequipment required to perform preventative maintenance and repairfunctions. Any tools that are required to perform speclflc maintenancetasks on OEM supplied equipment will be supplied by the OEM as part ofthe equipment supply and installation.

e. The Contractor shall be responsible to coordinate and cooperate in allrespects with LAWA, the user airline, andlor their representatives in theperformance of the Contractor's work. ERPM and non-scheduledmaintenance tasks shall be coordinated with and scheduled inconcurrence with LAWA. The Contractor shall be required to submit apreventative maintenance schedule to LAWA for review.

f. The Contractor shall be responsible for ensuring that the Contractor'spersonnel follow Customs and Border Protection (CBP) rules andrequirements when working in Customs areas.

18.02. Basic Maintenance Requirements

a. Service Agreement tasks include, but are not limited to:

07/12/12 Page 130f19 Exhibit A

07/12/12


1. Inspection of completed installation and periodic testing to maintainmoving walkway in completely operable, like new condition.

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

3. Provide preventative maintenance on each escalator and movingwalkway at least bi-weekly for a minimum of four (4) hours. (Total On-Site Time). Provide monthly documentation of the same to LAWA.

4. Periodic lubrication of parts and equipment components as per OEM'srecommendation. Charts are to be provided for each unit indicatingwhen services are provided.

5. Perform work without removing equipment from service during peaktraffic periods as determined by LAWA.

6. Unlimited regular time callbacks are included with a required responsetime of one (1) hour. Regular time will be Monday through Friday,8:00am to 4:30pm, exclusive of holidays. OvertimelPremium time callbacks originating from an operational error related to the performancerequirements of the equipment shall be borne by the ElevatorContractor.

7. Annual clean down of the moving walkway, drip pans, pits, pallets andall interior parts is required. Make necessary arrangements withLAWA in order to minimize any inconvenience.

8. Reporting: Detailed monthly records of tasks performed includingnames of individuals performing the tasks, date and time performed,and other pertinent data. Vertical Transportation Equipment Supplieris required to conform to the requirements of LAWNs maintenancesystem.

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

c. Preventative Maintenance - Activities required to keep the equipmentoperating at the prescribed levels of safety, efficiency and reliability asdefined in the O&M Manuals, which are performed on a regular basis atspecified intervals. Preventative measures shall also include cleaning thesurrounding area as required to keep equipment free from any trash, dirtand/or debris. All escalators shall be operated in the reverse direction ona regular basis to allow units to be used in either direction as required foroperational need.

d. Non-Scheduled Maintenance - Any corrective measure or repairnecessitated by an inspection, a failure, or unusual circumstancesadversely affecting the normal equipment operation. Non-scheduledmaintenance may be required as a result of unsatisfactory conditionsdiscovered during an inspection.

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

f. Other Maintenance - Maintaining updated maintenance manuals,

Page 14 of 19 Exhibit A

ELEVATORS. ESCALATORS. AND MOVING WALKS UPGRADESLos Angeles World Airports

maintenance of testing equipment and tools. Monthly Phase 1 and Phase2 fire service testing and log accordingly.

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 Materials

1. Contractor shall promptly repair and/or replace damaged parts,components or materials, regardless of the cause of suchdamage. Any and all replacement parts must be new and unused.LAWA will reimburse the Contractor for the cost of such repairsand replacements, in accordance with GP, Section 3, where theneed 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 theequipment OEM, Contractor's employees, suppliers,agents or subcontractors. There shall be no separatereimbursement for repairs or replacements for itemscovered by the warranties or guarantees provided by theOEM.

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

3. Any additional costs not associated with this contract must beapproved 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 Contract and LAWA isresponsible for the cost, the Contractor shall first submit to LAWA,for approval, the name of the item, identifying number andquantity required, name of the proposed supplier and theproposed cost, and the amount that the Contractor intends to billLAWA. LAWA's written approval is required before the purchaseof any parts, components or material shall commence unless, if inthe Contractor's opinion, it is needed to keep the equipment inoperation or is required to comply with any LAWA, city, or nationalsafety requirements.

SC-19. REPORTS

19.01. Unless specified elsewhere in the Contract, the following are minimum reports tobe submitted to LAWA monthly. All maintenance records and reports created aspart of this contract shall remain the property of LAWA:

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

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



4. Contractor shall provide any and all documentation that may berequested from LAWA Risk Management as part of any pendinglitigation.

SC-20. QUALITY CONTROL

20.Q1. The Contractor shall establish and maintain a complete QC program that isacceptable to LAW A and assures the requirements of Contract are provided asspecified. The QC Program shall be implemented on Service Agreement start date.A copy of the Contractor's QC Program shall be submitted to LAW A prior to start ofwork.

20.02. The Contractor's QC Program shall inciude the following:

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

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

c. A file of all inspections or tests conducted by the Contractor, to include anycorrective actions taken. This file shall be subject to LAW A review at all timesduring the performance of contract. The file shall be property of LAW A andshall be turned over to LAWA upon completion or termination of Contract.


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