Acknowledgment Agreement for DIRECT HIRES

7/31/2019 Acknowledgment Agreement for DIRECT HIRES

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ACKNOWLEDGMENT AGREEMENT

THIS ACKNOWLEDGMENT AGREEMENT (Agreement) is entered into as of__________, 2012 (Effective Date), by ____________________, a _____________[corporation/limited liability company] (Potential Independent Contractor) for the benefit of

Westfield Concession Management, LLC, a Delaware limited liability company (TCM

) andits affiliates including, but not limited to, Westfield Development, Inc., Westfield, LLC andWestfield America, Inc. (individually, a TCM Affiliate and collectively, TCM Affiliates).

A. TCM is the terminal concession manager of certain concession locations(Concession Areas)within Los Angeles International Airport (the Airport) pursuant to aLos Angeles International Airport Terminal Commercial Management Concession Agreementdated as of March 1, 2012, Agreement No. LAA-8613 (TCM Agreement) with the City ofLos Angeles, a municipal corporation, acting by order of and through its Board of AirportCommissioners of the Department of Airports also known as Los Angeles World Airports orLAWA (hereinafter referred to as City).

B. TCM and Potential Independent Contractor are in discussions regarding thepossibility of TCM contracting with Potential Independent Contractor to perform certainconstruction work in connection with, provide materials to be integrated in and/or provide certainconsulting services in connection with the design and/or redevelopment of the Concession Areasto be performed by or on behalf of TCM at the Airport (Potential Business Contract).

C. As a condition and material inducement to TCM continuing in the PotentialBusiness Contract discussions with Potential Independent Contractor, TCM requires thatPotential Independent Contractor enter into this Agreement.

NOW, THEREFORE, for and in consideration of the covenants and conditions

hereinafter contained to be kept and performed by the respective parties hereto, IT ISMUTUALLY AGREED as follows:

1. Acknowledgments; Representations.1.1 Potential Independent Contractor acknowledges and agrees that as of the

Effective Date it and each of its Principals (as defined below) shall fully comply with therestrictions and obligations under City of Los Angeles Charter Section 470(c)(12) and relatedordinances, to the same extent as if such Charter Section already applies to Potential IndependentContractor, regarding limitations on campaign contributions and Prohibited Fundraising (asdefined below) for certain elected City officials, candidates for elected City office and Citycontrolled committees. Potential Independent Contractor further represents that from October

17, 2011 (the date TCM submitted its bid proposal to LAWA for the Concession Areas) throughthe Effective Date, Potential Independent Contractor and each of its Principals (as definedbelow) did not take any action that would have been prohibited by such Charter Section if it hadthen applied to Potential Independent Contractor and its Principals. As used herein, Principalincludes the following with regard to persons who are bidders (such as TCM) andsubcontractors: (i) the Potential Independent Contractors board chair, president, chief executiveofficer, chief operating officer, and an individual who serve in the functional equivalent of one or


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more of those positions, (ii) an individual who holds an ownership interest in PotentialIndependent Contractor of 20 percent or more, and (iii) an individual employee of the bidder orsubcontractor authorized to represent Potential Independent Contractor before the City. As usedherein, Prohibited Fundraising has the meaning given such term in Ordinance No. 181972,which amends the City's Campaign Finance Ordinance, codified in Los Angeles Municipal Code

Section 49.7.1, et seq., to implement Charter Sections 470(c)(12) and 609(e), a copy of which isattached hereto as Exhibit A.

1.2 Potential Independent Contractor represents that the names and titles ofeach of its Principals are listed on Exhibit B attached hereto. Potential Independent Contractorshall promptly provide any changes to the list of its Principals to TCM and shall continually keepits list of Principals up to date and current at all times. In furtherance of this, PotentialIndependent Contractor shall, at a minimum, deliver to TCM a then-current list of names andtitles of each of its Principals, in the form set forth in Exhibit B, at the time (a) it submits a bid orproposal to TCM related to the Potential Business Contract, and (b) at least 1 business day beforeit executes and delivers any contract with TCM relating to the Potential Business Contract.Potential Independent Contractor further acknowledges that a violation of this provision shall

entitle the City to terminate the TCM Agreement and pursue any and all legal remedies that maybe available.

2. Notice to Potential Independent Contractor. Under the TCM Agreement, TCM isrequired to provide the notice below at the end of this Section 2 in any contract with asubcontractor expected to receive at least $100,000 for performance under the TCM Agreement.Such notice is being included in this Agreement despite the fact that the parties are solelydiscussing the possibility of entering into the Potential Business Contract. Inclusion of the noticebelow does not bind the parties to enter into the Potential Business Contract, and no bindingagreement related thereto shall exist until one is fully executed by both parties.

Notice Regarding Los Angeles Campaign Contribution and Fundraising Restrictions.

As provided in City of Los Angeles Charter Section 470(0(12) and related ordinances,you are subcontractor on City of Los Angeles contract #LAA-8613. Pursuant to City CharterSection 470(c)(12), subcontractor and its principals are prohibited from making campaigncontributions and fundraising for certain elected City officials or candidates for elected Cityoffice for 12 months after the City contract is signed. Subcontractor is required to provide tocontractor names and addresses of the subcontractors principals and contact information andshall update that information if it changes during the twelve (12) month time period.Subcontractors information included must be provided to contractor within five (5) businessdays. Failure to comply may result in termination of contract or any other available legalremedies including fines. Information about the restrictions may be found at the City EthicsCommissions website at http://ethics.lacity.org/ or by calling 213-978-1960.

3. Violations; Fees; Indemnity.3.1 Violation of this Agreement shall entitle TCM (on its own behalf or on

behalf of any TCM Affiliate) and/or any TCM Affiliate to pursue any and all legal remedies thatmay be available. Potential Independent Contractor agrees that a violation or reasonably


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anticipated violation of this Agreement would cause TCM and/or TCM Affiliates irreparableinjury for which it would have no adequate remedy at law, and that TCM (on its own behalf oron behalf of any TCM Affiliate) and/or any TCM Affiliate shall be entitled to obtain immediateinjunctive relief prohibiting such violation, in addition to any other legal or equitable remedyavailable to it.

3.2 If TCM (on its own behalf or on behalf of any TCM Affiliate) and/or anyTCM Affiliate shall take any action to enforce this Agreement or bring any action or commenceany general reference proceeding for any relief against Potential Independent Contractor,declaratory or otherwise, arising out of this Agreement, Potential Independent Contractor shallpay to TCM or any such TCM Affiliate its actual reasonable attorneys and experts fees andcosts incurred in bringing such suit or general reference proceeding and/or enforcing anyjudgment granted therein, all of which shall be deemed to have accrued upon the commencementof such action or general reference proceeding and shall be paid whether or not such action orgeneral reference proceeding is prosecuted to judgment. Any judgment or order entered in suchaction or general reference proceeding shall contain a specific provision providing for therecovery of attorneys and experts fees and costs incurred in enforcing such judgment. All feesand costs to be paid under this Section shall be determined by a court of competent jurisdictionand not by a jury. For purposes of this Section, attorneys and experts fees and costs shallinclude, without limitation, fees and costs incurred in the following: (a) post-judgment motions;(b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations; (d)discovery; (e) bankruptcy litigation; and (f) appeals.

3.3 Potential Independent Contractor shall indemnify, protect, defend and holdharmless TCM and each TCM Affiliate from and against any claim, damages, judgments,attorneys and consultants fees, expense and/or liabilities related to Potential IndependentContractors breach of this Agreement. The provisions of this Section 3.3 shall survive thetermination and expiration of this Agreement.

4. No Partnership. No agency, partnership, joint venture, or other joint relationshipis created by this Agreement. Neither this Agreement nor any discussions or disclosures relatedto this Agreement shall (a) be deemed a commitment to any business relationship, contract orfuture dealing with the other party, or (b) prevent either party from conducting similardiscussions or performing similar work to that contemplated by the Potential Business Contract.

5. Beneficiaries. The City is a third party beneficiary of this Agreement. Each ofTCM (on its own behalf or on behalf of any TCM Affiliate), any TCM Affiliate and the Cityshall be entitled to enforce this Agreement to the fullest extent.

6. Term. Subject to the terms of City of Los Angeles Charter Section 470(c)(12) andrelated ordinances, this Agreement shall remain effective in perpetuity unless, subject to thoseprovisions of this Agreement that expressly survive termination or expiration of this Agreement,(a) the parties terminate their discussions regarding the Potential Business Contract, and (b) theparties agree in writing that this Agreement is terminated.

7. Miscellaneous.


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7.1 Potential Independent Contractor shall not have the right or the power toassign any of its rights or obligations under this Agreement, without the prior writtenauthorization of TCM, in TCMs sole and absolute discretion; provided, however, that anysuccessor to Potential Independent Contractor, including a successor by way of a sale ofsubstantially all of the assets of the party, merger, consolidation, reorganization or other similar

transaction, shall automatically be bound by the terms of this Agreement to the same extent as itspredecessor. This Agreement shall extend to and be binding upon the parties respectivesuccessors and assigns.

7.2 If any provision of this Agreement shall be held invalid or unenforceable,such provision shall be deemed deleted from this Agreement and replaced by a valid andenforceable provision which so far as possible achieves the parties intent in agreement to theoriginal provision. The remaining provisions of this Agreement shall continue in full force andeffect.

7.3 Potential Independent Contractor warrants that it has the authority to enterinto this Agreement.

7.4 This Agreement represents the entire understanding between the partieswith respect to the subject matter hereof and supersedes all prior communications, agreementsand understanding relating thereto. The provisions of this Agreement may not be modified,amended or waived, except by a written instrument duly executed by both parties.

7.5 This Agreement shall be governed by and construed in accordance withthe laws of the State of California (without regard to its conflicts of law provisions).

7.6 This Agreement may be executed in counterparts, each of which shall bean original, but all of which together shall constitute one agreement.

IN WITNESS WHEREOF, Potential Independent Contractor has caused this Agreement to beexecuted by its duly authorized officer, as of the day first written above.

____________________________,a ___________________[corporation/limited liability company]

By:

Name:

Title:

State Contractor ID:


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Exhibit A

Ordinance No. 181972

(See Attached)


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Exhibit B

Name and Title of Potential Independent Contractors Principals

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Acknowledgment Agreement for DIRECT HIRES

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