SECOND AMENDMENT TO ENTERPRISE SUPPORT AGREEMENTBETWEEN

THE CITY OF LOS ANGELES, DEPARTMENT OF AIRPORTSAND

SAP PUBLIC SERVICES, INC.

THIS SECOND AMENDMENT TO ENTERPRISE SUPPORT AGREEMENT (this “Second Amendment”) is made as of OF LOS ANGELES, acting by and through the Board of Airport Commissioners of its Department of Airports (“City”), and SAP PUBLIC SERVICES, INC., a Delaware corporation (“SAP”).

, 2016 by and between the CITY

WHEREAS, the City and SAP entered into a Software End-User License Agreement dated November 1, 2000 at Los Angeles, California, together with executed Schedules and Appendices and amendments thereto (collectively, the “Agreement”) for a software license to the SAP Software; and,

WHEREAS, City has been using the SAP software under the terms of the Agreement since the date of installation; and,

WHEREAS, City requires ongoing annual support as described in the Maintenance Schedule to the Agreement, and SAP has developed an Enterprise Support Program to assist licensees in the maintenance and support of SAP’s software; and,

WHEREAS, on April 3, 2009, SAP and City entered into the Enterprise Support Agreement, which was subsequently amended by the First Amendment to Enterprise Support Agreement (“ESA”) in order to support the SAP software SAP supplies to City; and,

WHEREAS, City and SAP desire to extend the term to December 31, 2019 pursuant to the terms and conditions set forth herein;

NOW THEREFORE, it is agreed as follows:

Section 1 of the ESA is hereby deleted in its entirety and substituted in its place thereof with the following:

“On this 3rd day of April, 2009 in Los Angeles, California, SAP and LAWA, acting by order of and through its Board of Airport Commissioners (hereinafter referred to as “Board”), agree to enter into this Enterprise Support Agreement (hereinafter referred to as “ESA”) for a period commencing April 1, 2009 and terminating on December 31, 2019 in order to support the SAP software supplied to LAWA.”

1.

The following is hereby added to Section 2 of the ESA:2.

1SAP Public Services, Inc.K: Open Text/CAA/Contracts

As of January 1, 2017, SAP shall support its software pursuant to the Enterprise Support Program and LAWA shall pay for said Enterprise Support Program for the period from January 1, 2017 to December 31, 2019 according to Exhibit B-l, which is attached hereto and incorporated in the ESA by reference herein.

Exhibit B-l is hereby made a part of the ESA.3.

Other than as provided above, the remaining provisions of the ESA are unchanged and remain in full force and effect.4.

2SAP Public Services, Inc.K: Open Text/CAA/Contracts

IN WITNESS WHEREOF, as of this day of 2016, the undersigned have duly executed this Second Amendment to the Enterprise Support Agreement to become effective as of the date first written above.

APPROVED AS TO FORM:MICHAEL N. FEUER,City Attorney

CITY OF LOS ANGELES

By.Date:

Dfeputy/Assistant Cit

Chief Executive Officer Department of AirportsLBy:

ity Attorney

By.Wei Chi

Deputy Executive Director Comptroller

SAP PUBLIC SERVICES, INC.ATTEST:

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3SAP Public Services, [nc.K: Open Text/CAA/Contracts

EXHIBIT B-l

4SAP Public Services, Inc.K: Open Text/CAA/Contracts

2017 - 2019 Maintenance & Support Renewal AI

City of Los Angeles, LAWA cn 392317 July 21-2016This document is an assistive tool. Contractual terms and Support schedule reign.**

Please clearly relay the following requirements to the individuals creating the Award or PO:(1) SAP order numbers {2) P.O.P. datesSAP Public Service, Inc. 1300 Pennsylvania Ave, Suite 600. Ronald Reagan Bldg/Inti Trade Ctr Washington, DC 20004-3012

* *

Award or P0(s) must reference: Vendor Address

Description

SAP Maintenance & Enterprise Support BaseYear #REF! .'I'/

Software Licenses Description P.O.P. Start P.O.P. End Maintenance Base Maintenance FeeSAP Order#

496,092.5227,077.6021,949.84

497.20

Jan-01-2017Jan-01-2017Jan-01-2017Jan-01-2017

Dec-31-2017Dec-31-2017Dec-31-2017Dec-31-2017

2,254,966.00123,080.0099,772.00

2,260.00

10139447 Appl - mySAP.com10139448 App2 - iTutor10383077 App5 - RWD Productivity Pak10823638 App6 - SAP Interactive Forms by Adobe, indiv user

total $ 545,617.16Option Year 1Jan-01-2018Jan-01-2018Jan-01-2018Jan-01-2018

2,254,966.00123,080.0099,772.00

2,260.00

496,092.5227,077.6021,949.84

497.20

Dec-31-2018Dec-31-2018Dec-31-2018Dec-31-2018

10139447 Appl-mySAP.com10139448 App2-iTutor10383077 App5 - RWD Productivity Pak10823638 App6 - SAP Interactive Forms by Adobe, indiv user

total $ 545,617.16Option Year 2Jan-01-2019Jan-01-2019Jan-01-2019Jan-01-2019

2,254,966.00123,080.0099,772.00

2,260.00

Dec-31-2019Dec-31-2019Dec-31-2019Dec-31-2019

496,092.5227,077.6021,949.84

497.20

10139447 Appl-mySAP.com10139448 App2 - iTutor10383077 App5-RWD Productivity Pak10823638 App6 - SAP Interactive Forms by Adobe, indiv user

SAP Public Servicer fnc. is a large business.