LAX RESIDENTIAL SOUND INSULATION PROGRAM

ATTACHMENT 13:

Draft Contract Document

LAX RSI Program

“Commencement Date”) and ends no later than one (1) year from the Commencement Date (the

“Expiration Date”), unless earlier terminated or extended, as provided herein.

1.2. Option. Contractor hereby grants to LAWA an option to extend the Term of the

Contract by one-hundred eighty (180) days, exercised at LAWA’s sole and exclusive discretion.

Prior to the Expiration Date, LAWA’s CEO, or delegee, shall provide written notice to Contractor to exercise the option.

Section 2.0 Scope of Work and Fee.

2.1 It is expressly understood and agreed that City’s RFB, including the General

Conditions, Special Conditions, Project Requirements, Technical Specifications, Project Plans, Federal Requirements, Appendices, Administrative Requirements, Price Proposal, Schedule of

Work and Prices, and Insurance Requirements (collectively the “Contract Documents”) and any document referenced in said documents, are hereby incorporated by this reference as though specifically set forth herein and shall constitute, and are hereby made, a part of this Contract. Each of the parties does hereby expressly covenant and agree to carry out and fully perform each and all of the provisions of said Contract upon its part to be performed. If there is a conflict between the Request for Bid and the Contractor’s Bid, the Request for Bid will prevail.

2.2. For all of the products and services rendered for the RSI, for all costs, direct or indirect, and for all expenses incurred by Contractor in the supply and delivery of the products and services per the Contract Documents, unless otherwise authorized by the Board, the total contract amount for the entire Contract Term shall not exceed [DOLLAR AMOUNT WORDS AND

NUMBERS]. Contractor’s Schedule of Work and Prices worksheet is attached hereto as

Attachment A.

2.3. It is expressly understood and agreed that Contractor shall perform all incidental work required for the RSI, including work for which no specific bid item(s) was/were included, and/or including work which is required to furnish a final finished detailed project consistent with, and 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.

2.4. The RSI includes sound insulation of the residences identified in the Schedule of

Work in the Contract Documents near LAX. For full details of the required scope for this project, please see the Contract Documents.

Contractor shall attach to each billing an invoice and a status report specifying in detail the quantity and pricing of the goods and services it has supplied during the period covered by the invoice for the Contract. City reserves the right to require additional substantiation of any payment request submitted if, in the opinion of LAWA’s General Manager, also known as the Chief

Executive Officer (“CEO”), or CEO’s designee (collectively “CEO”), such would be in the best interest of City. Contractor agrees to make pertinent books and records available to City’s representatives upon fifteen calendar (15) days’ notice.

2.5 Accompanying Verification. All invoices submitted pursuant to this Contract shall be certified by a duly authorized and knowledgeable officer of Contractor in a statement containing the following:

“I certify, under penalty of perjury, under the laws of the State of California, that to the best of my knowledge and belief, the above bill/invoice is just, true, and correct according to the terms of this Contract, and that payment therefore has not been received.”

2.6 City shall, upon receipt and following approval of each payment request, remit to

Contractor, at the address specified in this Contract, the appropriate amount.

2.7 City shall not be required to make payments for good and services not yet supplied nor for goods and services deemed unsatisfactory by City or not received. The parties agree that the CEO shall make the final determination as to when goods and services or any part thereof have been satisfactorily performed or completed to justify release of any given payment to Contractor under this Contract. LAWA shall, upon receipt and following approval of each payment request, remit to Contractor, at the address specified in this Contract, the appropriate amount.

2.8 If a necessary change causes an increase in the scope of work or services to be performed or the goods to be supplied by Contractor pursuant to this Contract, then the parties hereto shall first agree upon additional compensation, if any, to be paid to Contractor therefore, and this Contract shall be amended, in writing, prior to the performance by Contractor of said increased work or service.

2.9 In addition to the Contract Documents, the Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide LAWA, the Federal Aviation

Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor that are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions.

2.10 City is not obligated to pay for Contractor’s time, mileage, or other expenses associated with travel unless specifically authorized by advance written notice from LAWA’s

CEO. All travel must be in conformity with Los Angeles Administrative Code Sections 4.220 through 4.242.8.

Section 3.0 Notices.

3.1 Notice to LAWA. Written notices to LAWA hereunder, with a copy to the City

Attorney of the City of Los Angeles, shall be given in accordance with section 3.4 below, and addressed to:

Department of Airports

1 World Way

Post Office Box 92216

Los Angeles, CA 90009-2216

Email: ehill3@lawa.org

Los Angeles City Attorney, Airport Division

1 World Way

Post Office Box 92216

Los Angeles, CA 90009-2216 or to such other address as LAWA may designate by written notice.

3.2 Notice to Contractor. Written notices to Contractor hereunder, with a copy to the City

Attorney of the City of Los Angeles, shall be given in accordance with section 3.4 below, and addressed to:

<<CONTRACTOR>>

Email:

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

3.3 The execution of any such notice by LAWA’s CEO shall be as effective as to

Contractor as if it were executed by the Board, or by Resolution or Order of said Board, and

Contractor shall not question the authority of the CEO or the designee to execute any such notice.

3.4 All notices, except as otherwise provided herein, may either be

A. delivered personally to CEO with a copy to the Office of the City Attorney, Airports Division, in the one case, or to Contractor in the other case, or

B. delivered by a nationally recognized overnight commercial courier service that requires the recipient’s signature for delivery, and shall be effective (1) business day after delivery by such courier, or

C. deposited in the United States mail, properly addressed as aforesaid with postage fully prepaid by certified or registered mail, return receipt requested, and shall be effective five (5) days after deposit in the mail; or

D. LAWA and Contractor may accept service by email, if they so designate.

Section 4.0 Contract Contains Entire Agreement.

The provisions of this Contract, including the Contract Documents and provisions incorporated herein and by reference, contain 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 contract. This contract may not be changed or modified in any manner except by written amendment fully executed by LAWA and Contractor or as otherwise set forth in the Contract Documents.

Section 5.0 Disadvantaged Business Enterprises.

5.1. Pursuant to United States Code of Federal Regulations Title 49 Transportation, Subtitle A, Part 26 (49 CFR 26), Executive Directive No. 2001-26 of Mayor Richard Riordan and the Provisions of Resolution No. 19765 of the Board of Airport Commissioners, it is the policy of

Los Angeles World Airports (LAWA) to provide Disadvantaged Business Enterprises (DBEs) an equal opportunity to participate in the performance on all LAWA contracts. The objective of this policy is to achieve the participation of DBEs at levels comparable to their availability to provide goods and services to Los Angeles World Airports, with the ultimate goal of developing their status and expertise so that they may compete for future contracts on an equal basis.

5.2. Contractor hereby agrees and obligates itself to utilize the services of the DBE firms designated in its bid. LAWA does not require a specific goal, so zero percent (0%) DBE

Subcontractor level of participation is sufficient.

5.3. Contractor shall submit, on a monthly basis, together with its invoice for payment the Monthly Contractor Utilization Report which shall be entered into the Business Diversity

Compliance Management System (also known as B2GNOW) or other reporting method and business enterprise monitoring system selected by LAWA listing the DBE Subcontractors and other subcontractors utilized during the reporting period. The Contractor and their approved subcontractors shall utilize the B2GNOW or other reporting method to track and confirm progress payment and shall cooperate with LAWA personnel in providing participation information as requested by LAWA in order to ensure compliance with the provision of the section. Payment request may be delayed or withheld if Contractor fails to enter subcontractor utilization information at time of invoicing or Contractor fails to promptly provide any and all information related to DBE participation as requested by LAWA.

5.4. Failure to comply with any of the terms of this Section (or the terms of this Contract) shall constitute a material breach of contract and may result in the Contractor being deemed “Non-

Responsible.” (Section 10.40 et seq. of the Los Angeles Administrative Code).

5.5 Prompt Payment. If DBE or other subcontractor has completed all work under their subcontract and all of said subcontractor’s work has been accepted by LAWA, the Contractor shall release retention to the DBE or other Subcontractor within 30 days after receipt of payment for said work pursuant to 49 CFR § 26.29.

Section 6.0 Compliance With Los Angeles City Charter Section 470(c)(12) and 609(E).

6.1 Unless otherwise exempt, if this Contract is valued at $100,000 or more and requires approval by an elected City office, Contractor, Contractor’s principals, and Contractor’s

Subcontractors expected to receive at least $100,000 for performance under the Contract, and the principals of those Subcontractors (the “Restricted Persons”) shall comply with Charter Section

470(c)(12) and LAMC Section 49.7.35. Failure to comply entitles City to terminate this Contract and to pursue all available legal remedies. Charter Section 470(c)(12) and LAMC Section 49.7.35 limit the ability of the Restricted Persons to make campaign contributions to and engage in fundraising for certain elected City officials or candidates for elected City office for twelve months after this Contract is signed. Additionally, a Contractor subject to Charter Section 470(c)(12) is required to comply with disclosure requirements by submitting a completed and signed Ethics

Commission Form 55 and to amend the information in that form as specified by law. Any

Contractor subject to Charter Section 470(c)(12) shall include the following notice in any contract with any Subcontractor expected to receive at least $100,000 for performance under this Contract:

“Notice Regarding Restrictions on Campaign Contributions and Fundraising in City

Elections

You are a subcontractor on City of Los Angeles Contract #_________. Pursuant to the

City of Los Angeles Charter Section 470(c)(12) and related ordinances, you and your principals are prohibited from making campaign contributions to and fundraising for certain elected City of Los Angeles (“City”) officials and candidates for elected City office for twelve months after the City contract is signed. You are required to provide the names and contact information of your principals to the Contractor and to amend that information within ten business days if it changes during the twelve-month time period. Failure to comply may result in termination of this Contract and any other available legal remedies.

Information about the restrictions may be found online at ethics.lacity.org or by calling the Los Angeles City Ethics Commission at (213) 978-1960.”

6.2 Contractor, 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 7. Attorney's Fees.

Each party shall bear its own attorney’s fees for the enforcement of this Contract. Each party shall give prompt notice to the other of any claim or suit instituted against it that may affect the other party.

Section 8. Counterparts and Electronic Signature.

This Contract and any other document necessary for the consummation of the transaction contemplated by this Contract may be executed in counterparts, including counterparts that are manually executed and counterparts that are in the form of electronic records and are electronically executed. An electronic signature means a signature that is executed by symbol attached to or logically associated with a record and adopted by a party with the intent to sign such record, including facsimile or e-mail signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of this Contract and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called PDF format shall be legal and binding and shall have the same full force and effect as if a paper original of this Contract had been delivered that had been signed using a handwritten signature. All parties to this Contract (i) agree that an electronic signature, whether digital or encrypted, of a party to this Contract is intended to authenticate this writing and to have the same force and effect as a manual signature; (ii) intended to be bound by the signatures (whether original, faxed, or electronic) on any document sent or delivered by facsimile or electronic mail or other electronic means; (iii) are aware that the other party(ies) will rely on such signatures; and, (iv) hereby waive any defenses to the enforcement of the terms of this Contract based on the foregoing forms of signature. If this Contract has been executed by electronic signature, all parties executing this document are expressly consenting, under the United States Federal Electronic Signatures in Global and National Commerce Act of

2000 (“E-SIGN”) and the California Uniform Electronic Transactions Act (“UETA”) (California

Civil Code §1633.1 et seq.), that a signature by fax, e-mail, or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.

[Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, City has caused this Contract to be executed by the CEO, and

Contractor has caused the same to be executed by its duly authorized officers, and its corporate seal to be hereunto affixed, all as of the Executed Date first hereinabove written.

APPROVED AS TO FORM:

Hydee Feldstein Soto, City Attorney

Date:______________________________

By: ______________________________

Assistant/Deputy City Attorney

CITY OF LOS ANGELES

By signing below, the signatory attests that they have no personal, financial, beneficial, or familial interest in this Contract.

By: ______________________________

Chief Executive Officer

ATTEST: <<CONTRACTOR>>

By: ________________________________ By: ________________________________

Secretary (Signature) Signature

___________________________________ _________________________________ Print

Name Print Name

[SEAL] Print Title

TABLE OF CONTENTS

Section 1 Terms of Contracts

Section 2 Scope of Work and fees

Section 3 Notices

Section 4 Contract Contains Entire Agreement

Section 5 Disadvantaged Business Enterprise

Section 6 Compliance with Los Angeles City Charter Section 470 (C) (12) and

609 (E)

Section 7 Attorney Fees

Section 8 Counterparts and Electric Signature

ATTACHMENTS

Attachment A Contractors Schedule of Work and Prices Worksheet