Subject REQUEST FOR PROPOSAL GENERAL CONSULTANT by gdx67036

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									SANGEETA BHATIA                                                                                                                                  BOARD OF ADMINISTRATION
RETIREMENT PLAN MANAGER                                                                                                                       JAVIER ROMERO, PRESIDENT
                                                                                                                                                   EUGENE K. CANZANO
MONETTE CARRANCEJA                                                                                                                                   CYNTHIA M. COFFIN
ASSISTANT RETIREMENT PLAN MANAGER
                                                                                                                                                        H. DAVID NAHAI
MARY HIGGINS                                                                                                                                       RONALD O. VAZQUEZ
ASSISTANT RETIREMENT PLAN MANAGER                                                                                                            FORESCEE HOGAN-ROWLES
                                                                                                                                                     MICHAEL T. MOORE




            January 23, 2008


            Subject:                REQUEST FOR PROPOSAL: GENERAL CONSULTANT


            Dear Proposer:

            The Board of Administration (Board) of the Water and Power Employees’ Retirement
            Plan (WPERP), an $8.2 Billion fund, is seeking to acquire through a request for
            proposal (RFP) process, the services of a full service General consultant for a growing
            investment program.

            Respondents must have at least three (3) years of experience providing general
            consulting services for at least three (3) Public Pension plans with total assets of $5
            billion each. The selected consultant must be available for presentations to, and
            consultation with, the Board on a wide variety of investment-related issues.

            The scope of the consulting services will include the following:

                 1. Advise on the development, implementation and/or revision of investment
                    policies and guidelines.

                 2. Analyze and advise on the capabilities of investment managers, including the
                    analysis of a firm’s personnel, investment philosophies and processes, internal
                    and risk controls, risk-adjusted performance and performance relative to
                    benchmarks and peers.

                 3. Conduct and/or assist in manager searches, selections, watch list placements
                    and terminations.

                 4. In conjunction with the WPERP Staff, periodically review the performance of
                    investment managers through various methods, including interviews and on-site
                    visits.

                 5. Provide annual asset allocation reviews and recommendations, including annual
                    reports of general economic conditions and forecasts of interest rates, inflation,
                    and risk and returns for all asset classes.




                                          WATER AND POWER EMPLOYEES RETIREMENT, DISABILITY AND DEATH BENEFIT INSURANCE PLAN
                                    111 NORTH HOPE STREET ● ROOM 357 ● LOS ANGELES, CALIFORNIA 90012 ● (213) 367-1712 ● FAX (213) 367-1891
   6. Advise on portfolio structure (e.g. active vs. passive, investment style mix) and
      rebalancing strategies/policies.

   7. Provide analytical software (or an on-line system) that will allow Staff to analyze
      and evaluate asset allocation optimization scenarios, investment structures and
      styles, and manager performance (including the capability of determining if a
      manager’s performance is within established limits for tracking error or active
      risk).

   8. Provide research and reports on various investment topics, and provide
      educational presentations to the Board, Commissioners or Staff as requested.

   9. Perform quarterly performance analysis by manager, asset class, and total fund,
      including peer universe comparisons at the asset class and total fund levels, and
      provide quarterly reports on same.

   10. Work cooperatively with the System’s actuarial consultant to provide periodic
       asset/liability studies as requested (generally every five years).

   11. May be required to assist with the selection of private equity consultant(s).

   12. Advise on prospective alternative investment assets, such as hedge funds,
       overlay strategies, etc.

   13. Attend Board Meetings.

The WPERP $8.2 billion portfolio has target allocations as follows: Fixed Income 25%;
U.S. Stocks 34%; Non-US Equities 24%; Real Estate 5%; traditional Private Equity 5%;
and Real Return 7%.

The RFP and other required documents may be downloaded from WPERP’s website
http://retirement.ladwp.com.

Please submit three (3) hard copies and one (1) electronic copy on a CD-ROM
(both required) by 4:00 P.M., PST, Thursday, February 28, 2008 and mailed to:

      Water and Power Employees’ Retirement Plan
      Scott Vargas, Investment Officer
      111. North Hope Street Room 357
      Los Angeles, California 90012-4207


FACSIMILE, EMAIL OR CD-ROM COPIES WILL NOT BE ACCEPTED FOR
DEADLINE PURPSOSES. HARD COPIES SUPPLEMENTED WITH A CD-ROM
COPY ARE REQUIRED FOR CONSIDERATION TO THE GENERAL CONSULTANT
POSITION.

If you are selected as a finalist, please be prepared to provide TEN (10) additional hard
copies of your RFP response. Any questions should be directed to Scott Vargas at
(213) 367-1929 or scott.vargas@ladwp.com.


                        WATER AND POWER EMPLOYEES RETIREMENT, DISABILITY AND DEATH BENEFIT INSURANCE PLAN
                  111 NORTH HOPE STREET ● ROOM 357 ● LOS ANGELES, CALIFORNIA 90012 ● (213) 367-1712 ● FAX (213) 367-1891
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant

                               Table of Contents

                                General Consultant

      1.0    INTRODUCTION

             1.1.   Description of the Plan

      2.0    SERVICES TO BE PROVIDED

             2.1.   Scope of Work
             2.2.   Description of the Work

      3.0    MINIMUM QUALIFICATIONS CERTIFICATION

             3.1.   Organization and Assets Managed
             3.2.   Investment Professionals/Philosophy

      4.0    REQUIRED PROPOSAL DOCUMENTS

             4.1.   Sequence of Events
             4.2.   Cover Letter
             4.3.   Signed Minimum Qualifications Certification
             4.4.   Request for Proposal (RFP) Questionnaire
             4.5.   Contract Period
             4.6.   Insurance Requirements
             4.7.   Other Relevant Items

      5.0    PROPOSAL EVALUATION CRITERIA

      6.0    SUBMISSION PROCEDURES

             6.1.   Deadline
             6.2.   Contact Information
             6.3.   Withdrawal
             6.4.   Preparation of Proposal
             6.5.   Contract Negotiations

      7.0    RFP QUESTIONNAIRE




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      8.0    COMPLIANCE DOCUMENTS

             8.1    Non-Discrimination/Equal
                    Employment Practices/Affirmative Action
                    Construction & Non-Construction Contractors
             8.2    Living Wage Ordinance
             8.3    Child Support Policy
             8.4    Supplier Diversity
             8.5    Taxpayer Identification Number
             8.6    Los Angeles City Tax Registration Certificate
             8.7    Miscellaneous

      APPENDICES

             APPENDIX A -        Contract Requirements

             APPENDIX B -        Non-Discrimination; Equal Employment Practices;
                                 Affirmative Action; Employee Information;
                                 Subcontractor Information; Certification of
                                 Compliance with Child Support Obligations; Living
                                 Wage Ordinance

             APPENDIX C -        Information and Vendor Questionnaire Package
                                 Contents (Exhibits A-L)




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      1.0    INTRODUCTION

             The Water and Power Employees’ Retirement Plan (“WPERP”)
             administers a defined benefit pension plan (“Plan”) with assets in excess
             of $8 billion. WPERP’s Board of Administration (“Board”) recently
             approved a General Consultant search. Selection of the consultant will
             be based upon demonstrated ability of the professionals to provide the
             expertise or assistance needed.

             1.1    Description of the Plan

                    The Plan is a defined-benefit public retirement system, serving
                    eligible employees of the Los Angeles Department of Water and
                    Power. There are approximately 8,000 active members and 9,000
                    retired members and beneficiaries in the system. The Plan is
                    established and administered according to City Charter, Article XI,
                    and by provisions contained in the Plan.

                    The Plan Manager administers the Plan and is accountable to a
                    policy setting seven-member Board. The Retirement Office of the
                    Plan employs approximately 50 employees.

                    More general information on the Plan can be found at the Plan
                    website, as follows: http://retirement.ladwp.com/

      2.0    SERVICES TO BE PROVIDED

             2.1    Scope of Work

                    The scope of work covers general consulting to the WPERP Board
                    by providing advice and expertise with respect to the investment
                    and management of assets for a period of three years. The
                    General Consultant is expected to perform its duties in accordance
                    with the Plan’s investment guidelines and with the judgment, care,
                    skill, prudence and diligence that an expert would use in a similar
                    situation.

             2.2    Description of the Work

                    The selected consultant shall perform work, which includes, but
                    shall not be necessarily limited to the following:

                    1. Advise on the development, implementation and/or revision of
                       investment policies and guidelines.



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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
                    2. Analyze and advise on the capabilities of investment managers,
                       including the analysis of a firm’s personnel, investment
                       philosophies and processes, internal risk controls, risk-adjusted
                       performance and performance relative to benchmarks and
                       peers.

                    3. Conduct and/or assist in manager searches, selections, watch
                       list placements and terminations.

                    4. In conjunction with the WPERP Staff, periodically review the
                       performance of investment managers through various methods,
                       including interviews and on-site visits.

                    5. Provide annual asset allocation reviews and recommendations,
                       including annual reports of general economic conditions and
                       forecasts of interest rates, inflation, and risk and returns for all
                       asset classes.

                    6. Advise on portfolio structure (e.g. active vs. passive, investment
                       style mix) and rebalancing strategies/policies.

                    7. Provide analytical software (or an on-line system) that will allow
                       staff to analyze and evaluate asset allocation optimization
                       scenarios, investment structures and styles, and manager
                       performance (including the capability of determining if a
                       manager’s performance is within established limits for tracking
                       error or active risk).

                    8. Provide research and reports on various investment topics, and
                       provide educational presentations to the Board or Staff as
                       requested.

                    9. Perform quarterly performance analysis by manager, asset
                       class, and total fund, including peer universe comparisons at the
                       asset class and total fund levels, and provide quarterly reports
                       on same.

                    10. Work cooperatively with the WPERP’s actuarial consultant to
                        provide periodic asset/liability studies as requested (generally
                        every five years).

                    11. May be required to assist with the selection of other consultants.

                    12. Advise on prospective alternative investment assets, such as
                        hedge funds, overlay strategies, etc.

                    13. Regularly attend Board Meetings.

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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      3.0    MINIMUM QUALIFICATIONS CERTIFICATION

             Failure to satisfy the following qualifications will result in the immediate
             rejection of the respondent’s proposal. All proposals will be reviewed to
             determine whether or not the respondent has met the minimum
             qualifications and requirements in each category as specified below.

             3.1    Organization

                    The firm must:

                    •   The respondent must have provided investment consulting
                        services comparable to those detailed in the “Description of
                        Work” section of this RFP to at least three (3) public pension
                        plans with at least $5 billion in assets, for a minimum of three (3)
                        years as of December 31, 2007.

                    •   The consultant assigned to the WPERP relationship should
                        have a minimum of three (3) years full-retainer lead institutional
                        investment general consulting experience and not less than
                        three (3) years with the firm.

                    •   The respondent must be directly responsible for the
                        management of the account, and all personnel responsible for
                        the account must be employees of the firm.

                    •   Be available for presentations to, and consultation with, the
                        Board on a wide variety of investment-related issues.

                    •   Not have been involved in any material litigation in the
                        past five (5) years.

                    •   The respondent will complete the RFP questionnaire in its
                        entirety as well as the City’s required attachments pertaining to
                        Worker’s Compensation, Child Care and Equal Employment
                        Opportunity.

                    •   The respondent will agree to obtain a City of Los Angeles
                        Business Tax Registration Certificate.

                    •   The respondent must comply with insurance requirements as
                        indicated in Appendix A.




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
                    •   The respondent must comply with City of Los Angeles and the
                        Los Angeles Department of Water & Power requirements as
                        indicated in Appendix B & C.

             3.2    Investment Professionals/Philosophy

                    •   The respondent must be able to recommend policy and
                        investment guideline changes.

                    •   The respondent will agree to act as a fiduciary with respect to
                        the Fund.

             By signing below, an authorized representative of the respondent warrants
             that the respondent will meet all of the MINIMUM QUALIFICATIONS as
             detailed above.

             ___________________________________________________________
             Authorized Signature                (Print Name)

             ___________________________________________________________
             Title                               Date

             ___________________________________________________________
             Company



      4.0    REQUIRED PROPOSAL DOCUMENTS

             Any proposal that does not provide the information requested below or
             does not meet all the requirements will be rejected.

             4.1    Sequence of Events

                                           Action                              Date
              Advertising of RFP                                          1/23/08-2/15/08
              Respondent’s questions & deadline for submitting
                                                                             2/28/08
              responses to the RFP
              Evaluation of proposals, checking references and writing
                                                                         Beginning 2/29/08
              report to the Board
              Selection of finalists for Board Review                    Approx. 3/24/08
              Board interview of finalists and possible selection of
                                                                          Approx. 4/9/08
              Consultant
              Negotiations and contract finalized/executed                Approx. 4/30/08




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
             4.2    Cover Letter

             A cover letter should accompany the proposal and include the following:
             the company name and address, and the name, title or position and
             telephone number of the person or persons authorized to bind the
             organization to all commitments made in the proposal. The letter must be
             signed by the person or persons authorized to bind the respondent
             contractually. The letter must also include the following statement:

                     “We have read the Request for Proposal (RFP) for
             pension fund General Consulting services and fully understand
             its intent. We warrant that all information and statements in this
             RFP are complete and true.
                     We certify that we have adequate personnel, equipment
             and facilities to provide the Plan’s requested services. We
             understand that our ability to meet the criteria and provide the
             required services shall be judged solely by the WPERP Board
             of Administration.
                     We have thoroughly examined the RFP requirements
             and our proposed fees cover all the services that we have
             indicated we can meet. We acknowledge and accept all terms
             and conditions included in the RFP. We acknowledge the
             receipt of any and all amendments made to this RFP.”

             All responses must be valid and shall remain in effect for at least 180 days
             to allow for contract negotiations.

             4.3    Signed Minimum Qualifications Certification

             Respondents must sign the Minimum Qualifications Certification page
             (Section 3), as directed, and include it as part of your response to be
             mailed.

             4.4    Request for Proposal (RFP) Questionnaire

             Respondents who meet the Minimum Qualifications must complete and
             return all sections of the Proposal Questionnaire (Section 7). The
             information requested must be provided in a binder with tabs matching the
             sections in the RFP.

             4.5    Contract Period

             The contract period will be three years.




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


             4.6    Insurance Requirements

             It is the policy of the Department and the Plan that, upon the award of a
             contract, the selected respondent must provide evidence of insurance that
             conforms to the insurance requirements of the proposal. Insurance
             requirements are explained in detail in the attached language and
             “Contract Insurance Requirements” sheet, which specifically outlines the
             types and amounts of coverage required for this project (Attachment “A”).
             For your information and use, “Special Endorsement Forms”, “Guidance
             for Submitting Evidence of Insurance” and information on our insurance
             program for small vendors are available on our website.

             When and if you are awarded a contract/agreement, acceptable evidence
             of required insurance, from insurers acceptable to the Department, will be
             required to be submitted within 30-days of the date of award and
             maintained current throughout the term of the contract. Said evidence of
             insurance must be on file with the Risk Management Section of the
             Department in order to receive payment under any contract for services
             rendered, and in order to commence work under your contract.

             For further information regarding these requirements, please contact:
             Los Angeles Department of Water and Power
             Risk Management Section
             Phone: (213) 367-4674
             Fax: (213) 367-0214
             Web: http://www.ladwp.com/ladwp/cms/ladwp005363.jsp

             The respondent selected will be required to comply with the insurance
             terms and conditions of the Plan and the City of Los Angeles, as
             discussed and enumerated in Appendix A of this RFP.

             4.7    Other Relevant Items

             Respondents must include their firm’s annual report and/or statement of
             financial condition, as well as Certificate(s) of Insurance proving coverage
             as required by the Board and the City of Los Angeles (see Appendix A).
             Respondents must complete and return all other attachments as specified
             in the Appendices.




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      5.0    PROPOSAL EVALUATION CRITERIA

             The factors to be utilized in evaluating the proposals will include, but are
             not limited to, the following:

             1. Experience (both quality and quantity) of the consulting organization
                and its staff in providing pension fund services with assets under
                management for other public pension funds.

             2. Qualifications of professional staff to be assigned to the account, with
                particular attention paid to relevant experience with public pension
                funds.

             3. The quality, conciseness and completeness of the proposal.

             4. The quality of the sample reports provided.

             5. Reasonable fees.




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      6.0    SUBMISSION PROCEDURES

             A. Deadline

             THE DEADLINE FOR SUBMISSION OF RESPONSES IS FEBRUARY
             28, 2008. ALL MATERIAL MUST BE RECEIVED BY THE CLOSE OF
             BUSINESS (4:00 P.M. Pacific) ON THAT DAY. THIS DEADLINE WILL BE
             STRICTLY ENFORCED.

             Responses must be signed by an individual with authority to bind the firm
             and the authority of the individual signing must be stated thereon.
             Responses must be submitted as original hard copies and CD-ROM.
             Responses submitted via e-mail, fax, or CD-ROM alone will not be
             accepted. Please submit your completed response to this RFP, with
             three (3) hard copies and one (1) electronic copy (on a CD-ROM),
             including all attachments to:

                           Water & Power Employees’ Retirement Plan
                           Attn: Scott Vargas, Investment Officer
                           111 N. Hope Street, Room 357
                           Los Angeles, CA 90012

             Copies shall be sealed in an envelope or wrapping, which shall be clearly
             marked:

                           Name of Firm
                           General Consultant
                           General Consultant RFP

             For each copy, all required documents (including attachments) should be
             contained within one binder with each section tabbed. No ancillary
             documents will be considered. Failure to include the required proposal
             documents, as described in Section 4 and as stated above, will be cause
             for rejection of the proposal.

             Required CD-ROM’s shall also be contained in the sealed envelope or
             wrapping. Each CD-ROM should have printed the name of the firm and
             the title ”General Consultant RFP”.

             If you are selected as a finalist, please be prepared to provide TEN (10)
             additional hard copies of your RFP response.




                                             10
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
             B. Contact Information

             Scott Vargas
             Scott.Vargas@ladwp.com
             Phone (213) 367-1929 fax (213) 367-1623

             C. Withdrawal

             Should your firm no longer satisfy the criteria or wish to decline further
             consideration please notify Scott Vargas at the above number. A proposal
             may be withdrawn or modified at any time prior to the deadline date and
             time.

             D. Preparation of Proposal

             Each proposal shall be prepared simply and economically avoiding the
             use of elaborate promotional materials beyond those sufficient to provide
             a complete, accurate and reliable presentation. The “Respondent”
             understands and agrees that the Plan or the Los Angeles Department of
             Water and Power shall not have financial responsibility for any costs
             incurred by the “Respondent” in responding to this RFP. The responses
             become the property of the Plan and are subject to public inspection.

             E. Contract Negotiations

             This RFP in no manner obligates the Plan to the eventual procurement of
             services until confirmed by a contract. The Plan’s Board Members
             reserve their exclusive right to reject any or all proposals with or without
             reason. After a review of the proposals, and final presentations, the Plan
             intends to enter into contract negotiations with one General Consultant.
             The negotiations could include all aspects of services and fees. The firm
             awarded the contract will be required to enter into a written contract with
             the Plan in a form approved by the Board, including the standard contract
             requirements and language outlined in this RFP. This RFP and the
             proposal, or any part thereof, may be incorporated into and made part of
             the final contract.




                                             11
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant

      7.0    RFP QUESTIONAIRE

                                     CITY OF LOS ANGELES
                    WATER AND POWER EMPLOYEES’ RETIREMENT PLAN (WPERP)
                              111. NORTH HOPE STREET ROOM 357
                             LOS ANGELES, CALIFORNIA 90012-4207




                    GENERAL CONSULTANT QUESTIONNAIRE

      Firm Name: ______________________________________________________

      Contact Name: ____________________________________________________

      Address: _________________________________________________________

      Phone: _________________________ Fax: _____________________________


      Please respond to the questionnaire by 4 PM. PST on February 28, 2008 and
      return to:

                      Water and Power Employees’ Retirement Plan
                       Attention: Scott Vargas, Investment Officer
                               111 N. Hope St., Room 357
                                 Los Angeles, CA 90012




                                             12
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      I.     ORGANIZATION

      1.     Provide your company’s name and address, and the primary RFP
             contact’s name, phone and fax numbers and email address. Provide the
             address of the office that will service this account.

      2.     If you have other office locations, where are they located (address and
             telephone number), and what are the primary functions performed within
             each office?

      3.     Give a brief history of your firm's involvement in the consulting business,
             including the year of organization. How many years has your firm
             provided pension fund consulting services to tax-exempt clients (as of
             December 31, 2007) with total assets above $5 billion on a full retainer
             basis and in other capacities other than a full-retainer basis?

      4.     Describe the ownership structure, including affiliations and employee
             ownership. Has your firm undergone ownership structure changes in the
             past three years, or is ownership changes planned or anticipated at this
             time?

      5.     Is your firm a Minority-owned Business Enterprise or a Woman-owned
             Business Enterprise (MBE/WBE)? If certified as such, please name the
             certifying body or organization.

      6.     Is your firm a registered investment advisor under the Investment Advisors
             Act of 1940? If so, please provide a copy of Form ADV, Part I and II. If
             not, what is your fiduciary classification?

      7.     Does your firm act as a fiduciary when serving as a general consultant?

      8.     What are your firm's consulting specialties and strengths? What
             differentiates your firm from your competition?

      9.     What, if any, ownership interests do the firm's officers or principals have in
             other businesses?

      10.    Describe all non-consulting services you offer, such as brokerage, money
             management, property management etc. What procedures are in place
             that would reduce or eliminate potential conflicts of interest?

      11.    Do you use in-house legal counsel? If so, please identify their real estate
             investment expertise.




                                             13
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      II.       ETHICAL CONDUCT
      12.       In addition to the investment consulting fees paid to your firm by clients
                who retain your firm as their investment consultant, what other sources of
                revenue does your firm and/or your firm’s affiliates receive that relate
                (directly or indirectly) to the provision of investment consulting services?

      13.       List all services the firm, its principals, or any affiliate provide that generate
                revenues for the firm and indicate the applicable percent of the firm’s total
                revenue during the last three years. Insert % under each year for each of
                these:
                                                                 2005           2006      2007
            Revenues from Consulting with Plan Sponsors
            Revenues from Money Management activities
            Revenues from Services to Money Managers
            Revenues from Services to Plan Sponsors
            Other Services such as fund-of-fund fees
            Revenues from Subsidiaries

      14.       Did these services produce 100% of the firm’s revenue during the
                reporting period? If not, provide information regarding differences.

      15.       Does your firm or any of its affiliates manage money or provide trust
                services for clients? Does your firm have relationships with money
                managers that you recommend, consider for recommendation, or
                otherwise mention to the plan for our consideration? If so, please describe
                those relationships.

      16.       Is your firm or affiliate a broker/dealer? If yes, does this broker/dealer
                execute trades for portfolios for which your firm provides consulting
                services? Do you have any arrangement with broker/dealers under which
                you or an affiliated/related company will benefit if money managers place
                trades for their clients with such broker/dealers?

      17.       Is the firm owned, in whole or in part, by a money management firm or
                firms? Has the firm received loans from any money management firms,
                their subsidiaries, or principals? Does the firm manage money for the
                parent or affiliate? Does the firm’s parent or affiliate manage money for the
                firm? If so, explain.

      18.       Does the firm keep a record of all manager recommendations made to
                plan sponsor clients? What percentage of manager turnover occurs during
                a normal year for your plan sponsor clients?




                                                 14
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      19.    How are consultants’ recommendations to clients reviewed and monitored
             by your organization? Does the firm adhere to a level of consistency in
             consultant recommendations?

      20.    Provide levels of coverage for fidelity bonds, errors and omissions
             coverage, and other fiduciary coverage that your firm carries; include the
             name and address of the coverage provider.

      21.    Has the firm, its principals or any affiliate ever: (a) been the focus of a
             non-routine Securities and Exchange Commission (SEC) inquiry or
             investigation or a similar inquiry or investigation from any similar federal,
             state or self regulatory body or organization, (b) been a party to any
             material litigation concerning fiduciary responsibility or other investment
             related matters, or (c) submitted a claim to your errors & omission,
             fiduciary liability and/or fidelity bond insurance carrier(s)? If yes to any,
             please provide details.

      22.    Please provide a copy of your code of ethics policy if you have one.

      23.    Has the firm adopted the CFA Code of Ethics and Standards of
             Professional Conduct or a written code of conduct or set of standards for
             professional behavior? If so, please attach the Code of Conduct and/or
             state how the CFA code of Ethics is monitored and enforced.

      24.    How does the firm identify and manage conflicts of interest?

      25.    Are there any potential conflicts of interest the firm would have in providing
             services to WPERP? If yes, explain.

      26.    Disclose any relationship you have or have had with any WPERP Board
             member, consultant, or WPERP employee. If there are no conflicts of
             interest, please state, “There are no conflicts of interest to report.”

      27.    Do you subcontract or outsource any parts of your investment consulting
             business? If yes, please describe in detail which parts are performed
             externally and the reason for doing so. Please provide the name(s) of the
             providers, their office location, how long they have been in business, and
             the qualifications of the specific people who will be working on our
             account.




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Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant

      III.   PERSONNEL
      28.    Include a copy of the following:

             A.       Organizational chart of parent/subsidiary relationships and a copy
                      of the organizational chart of respondent’s organization (indicating
                      key personnel names and titles).

             B.       Provide an organizational chart of your consulting unit (Exhibit “A”)
                      listing major functional areas with the names and titles of key staff
                      in each area along with the total number of staff in each area. If
                      there are staffing overlaps, please indicate and explain as a
                      footnote.

      29.    For the investment consulting portion of your business, please list the
             number of professionals and staff involved in:

      Position                     Number         Brief Position Description
      Principal, Managing Director
      Research
      Client Servicing/Marketing
      Consultants
      Manager search (database)
      Data processing
      Legal
      Performance Evaluation of
      Technical personnel
      Administrative
      Other

                      - By TOTAL number of professionals; by TOTAL number of other
                      staff

                      Note: Please disclose information on professionals and staff that
                      may serve in more than one of the functional area.

      30.    For primary personnel assigned to the WPERP account, list the following:

                  •   Names.
                  •   Biographies including titles, functions, academic credentials,
                      professional affiliations, relevant experience, number of years with
                      your firm, and their track record with investment performance of
                      pension plans for which they provided consulting services.
                  •   Disclose which office location they primarily are assigned to.




                                             16
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      31.    How many other accounts will the consultant assigned to our account be
             the primary or back-up consultant for?

      32.    What policies are in effect to control the workload as it relates to the
             number of clients serviced by each consultant/relationship manager? Is
             there a limit on the number of accounts that a consultant/relationship
             manager may handle? What is the average number of accounts per
             consultant?

      33.    Describe the firm’s compensation and incentive program for hiring and
             retaining key consultant personnel. How does the firm tie client
             performance and satisfaction to a consultant’s compensation?

      34.    Explain turnover in key professional personnel (consultants, manager
             search, performance evaluation, etc.) in each of the last five (5) years.
             Indicate the number of people lost in the following categories:

                •   marketing
                •   client relationship managers
                •   research
                •   manager search (database) personnel
                •   performance evaluation technical personnel
                •   data processing
                •   support services
                •   legal
                •   other

      35.    Describe the turnover (gained and lost) of professional personnel in each
             of the last five (5) years. Indicate the number of people lost in the
             following categories: a), principals, b) technical personnel, c) client
             servicing, d) account consultants, e) real estate analysts




                                             17
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant

      IV.     CLIENTS

      36.     How many institutional clients does your firm currently provide a full range
              of investment consulting services?

            Total Plan Assets                       Number of Retirement Plan
            All Pension Plans                       Investment Consulting
                                                    Relationships


            Under $1 billion
            $1 billion to $5 billion
            More than $5 billion
            Foundations & Endowments
            Taft Hartley Plans
            Other ERISA plans

            Total Plan Assets                      Number of Retirement Plan
            Public Pension Plans Only              Investment Consulting
                                                   Relationships


            Under $1 billion
            $1 billion to $5 billion
            More than $5 billion

      Indicate the total amount of assets under your pension fund consulting
      management at the end of each calendar year from 2003 to 2007. Please state
      assets in US Dollars

                          12/31/03      12/31/04      12/31/05    12/31/06      12/31/07
      # of clients
      Assets ($)




                                              18
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      37.      Indicate the approximate aggregate market value in US Dollars of your full
               service clients' investments in various asset classes as of 12/31/07 (do not
               overlap amounts).

            Domestic equities
            Domestic fixed income
            Non-U.S. equities
            International bonds (not
            included above)
            Commercial mortgages
            Cash (not included above)
            Real estate
            Alternative investments (e.g.,
            Buyouts, VC, Distressed Debt)
            Hedge Funds
            Other
            TOTAL All client’s assets
            (100%)

      38.      List references for all public pension funds with assets equal to or greater
               than $5 billion for whom you provide primary consulting services
               comparable to the services requested in this RFP, and whether they are a
               full-retainer client. If you have fewer than three public pension fund clients
               with assets above $5 billion, list at least two of the next two largest public
               pension plan clients. For each reference listed, include:

                   •   Client name, name of contact person, title, address, telephone
                       number, and email address. Please secure advanced permission
                       to contact no less than three of these references and provide the
                       name and title of the person(s) at your firm who secured the
                       permission.
                   •   In addition, for each client referenced, include number of managers
                       monitored, fund diversification by asset class, inception date of
                       consulting relationship, and the total number of dollars under
                       management, providing the same reference information and the
                       amount of their funds, and whether they are a full-retainer client.

      39.      Provide a list of clients that have terminated your services within the last
               five (5) years, asset size of the client at time of termination, and the
               reasons for termination of each.

      40.      Describe your plans for managing the future growth of your investment
               consulting business in terms of staff, maximum assets, number of clients,
               etc. How will this impact your ability and commitment to servicing your
               existing clients?



                                              19
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant

      V.     INVESTMENT POLICY/ASSET ALLOCATION
      41.    Describe your public pension fund experience and approach in developing
             and monitoring, and updating investment policies and objectives for a
             diversified pension fund. Comment on your process for analyzing a
             client's portfolio structure, for recommending modifications, and frequency.
             Describe the manner in which you assist Boards in developing and
             monitoring investment policy, strategy and asset mix.

      42.    Describe your firm's experience in customizing asset allocation studies for
             individual clients, including integration of liabilities and funding. How often
             does your firm recommend reviewing asset allocation?

      43.    Discuss how risk is assessed in the overall portfolio. Describe techniques
             that you support for managing risk and risk budgeting.

      44.    Discuss how you optimize the number and types of managers and how
             you assess the effect of including new managers. Discuss any statistical
             analysis that is performed.

      45.    What is your firm’s philosophy on active vs. passive investment
             management?

      46.    What is your philosophy on commingled vs. separate accounts? Describe
             any style preferences, biases or reasons for such that your firm has
             towards:

                •   value vs. growth investing
                •   large vs. small cap investing
                •   non-US investments
                •   emerging markets investments
                •   real estate
                •   private equity
                •   timber, agriculture, oil and gas
                •   hedge funds

      47.    Briefly discuss your views on portfolio rebalancing, in particular:

                •   Trigger points for portfolio rebalancing (calendar, percentage, etc.)
                •   Relative market value vs. volatility.
                •   Rebalancing to threshold vs. to target.
                •   Should the portfolio be rebalanced between asset classes, or also
                    down to the individual manager level?
                •   How should illiquid asset classes be treated for rebalancing
                    purposes?



                                             20
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      48.    What systems will you make available to WPERP’s staff to evaluate "what
             if" asset allocation scenarios?

      49.    Describe the firm’s capability and experience in conducting asset-liability
             studies. How should a defined benefit plan’s liability structure, funding
             level, and changes in the contribution level be incorporated in the asset
             allocation decision? Given the long duration of pension liabilities, what is
             the most appropriate means of asset matching for those liabilities? Is this
             covered in your full retainer fee?

      50.    Describe the firm’s process for assisting clients with investment policy
             guideline development and review. What specifically would the firm do to
             develop or review the policies of the Fund? How would the Fund be
             involved in the process?

      VI.    MANAGER DATABASE & SEARCH
      51.    Please describe the firm’s manager search process. How does the firm
             initially screen managers? What criteria are emphasized in the latter
             stages of a search? How many manager searches did the firm perform in
             2007?

      52.    Describe your experience and capabilities in conducting searches for
             investment advisors and other investment services.

      53.    During calendar years 2005, 2006, and 2007, what type and how many
             searches did you conduct for clients with over $5 billion in assets for each
             year?

      54.    How many different managers were recommended by you for each year
             from 2005 to 2007 in each asset category (as listed in question 53)?

      55.    Describe your database that is used for manager searches.

                    a.     How many managers do you maintain on your manager
                           search database?
                    b.     Is your system purchased or proprietary?
                    c.     How do you gather, verify, analyze, and update manager
                           information? How frequently? How many years of
                           performance data is on the system, and are simulated
                           returns included?
                    d.     How do you categorize managers? List manager styles,
                           characteristics that distinguish each style in your
                           classification system, and include concise definitions.
                    e.     What criteria do you use in evaluating managers?
                    f.     Would WPERP staff have access (web, remote access, etc.)
                           to your database?

                                             21
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant


      56.    What fees or other consideration do you receive from managers who wish
             to be maintained on your database?

      57.    Describe the firm’s methodology and sources of data for analyzing and
             evaluating a potential manager’s performance. Discuss benchmarks and
             comparisons with other managers. How is risk factored into this analysis?
             How do you verify investment manager information such as performance
             history and their compliance with Global Investment Performance
             Standards (GIPS)?

      58.    Briefly describe how a new client would transition to your firm. Do you
             backload transaction and/or investment performance data? What
             problems have you encountered in transitioning a new client to your firm
             from their previous consultant? Please provide at least one reference
             (name, fund name, address, phone, email) of a recent client of yours
             whom we can contact regarding the transition process.

      59.    Provide one example of a written recommendation to hire, and one
             recommendation to fire a manager that you have made within the last 12
             months. Include copies of supporting documentation you provided to your
             client.

      VII. ALTERNATIVE INVESTMENT CONSULTANT EXPERIENCE
      60.    Describe the factors you would consider in developing an effective
             alternative investment policy in a large public pension plan.

      61.    Explain your firm’s methodology for determining appropriate commitment
             pacing.

      62.    Describe your alternative assets investment philosophy as it applies to a
             client’s total portfolio, alternative investments, risk, and expected returns.

      63.    Describe your firm’s capabilities and services with respect to hedge funds.
             Does your firm have dedicated professional staff in these areas? What
             research and consulting work has your firm conducted for clients in these
             areas?

      VIII. REPORTS
      64.    Include in Exhibit A, a sample of your firm's standard reports and include
             in Exhibit A any other kinds of report samples. Do reports include an
             executive summary? If so please include a sample and place in Exhibit A.




                                             22
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant
      65.    Provide a list of any research reports that were prepared for your clients or
             the investment industry in the last three years. Include the topic of the
             research or article, and the name of the publication (and date) where it
             appeared. Include one sample in Exhibit B.

      IX.    OTHER
      66.    Briefly summarize your philosophy relating to the consultant's relationship
             with boards; staff; investment managers; brokers.

      67.    Are there any standard or related services that you provide that are
             assigned to a third party vendor?

      68.    What is your view on performance based fees for managers? Do you
             typically recommend performance-based fees over asset-based fees (or
             vice versa)? If you have a preference of one over the other or no
             preference, please explain why?

      69.    Provide a yardstick, benchmark, measurement methodology, or other
             technique that a public fund plan sponsor might use for ongoing
             quantitative and qualitative evaluation of a full service consultant.

      70.    Please describe your emergency preparedness and backup
             office/computer system plans. Have you ever had to activate any parts the
             plan? If so, describe the effectiveness of the plan and any post-activity
             modifications to that plan. How often do you test the plan?

      71.    Describe how your firm implements and uses the latest technology, and
             how such technology adds value to its clients. What internet technology
             do you provide to your clients?

      X.     FEE PROPOSAL
      72.    Please provide your annual flat fee for providing all of the services
             requested in the “Services to be Provided” section, assuming a three (3)
             year contract. Travel and other out-of-pocket expenses will not be
             reimbursed.

      73.    List the frequency or schedule of specific services that will be provided
             under your proposed fee.

      74.    Are your fees negotiable?

      75.    If your firm is bidding on more than one of the available consulting
             positions, please provide your individual and bundled bids.



                                             23
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant



 8.0 COMPLIANCE

      8.1    Non-Discrimination/Equal Employment Practices/Affirmative Action
             Construction & Non-Construction Contractors (AAP)

             The Proposer and each of its known subcontractors shall complete and
             file an acceptable Affirmative Action Plan, as set forth in Appendix B of
             this RFP, as a part of its written proposal in response to the RFP.

             Each Proposer shall submit the following properly completed forms and
             documents regarding the City of Los Angeles’ Affirmative Action Program:

                •   A signed Affirmative Action Certificate Form.
                •   A signed Affirmative Action Plan. This plan must be reviewed and
                    approved by the Plan to determine its acceptability.

             Each of the above documents, if approved, shall be effective for twelve
             (12) months following the date of approval for the Affirmative Action
             practices. An Affirmative Action Plan shall be in effect and on file with the
             Plan for the duration of the contract period.

      8.2    Living Wage Ordinance

             Submittal of a response to this RFP stipulates and confirms that the
             undersigned Proposer agrees to comply with the applicable provisions of
             the Service Contract Workers Retention Ordinance (Section 10.36) and
             Living Wage (Section 10.37) of the Los Angeles Administrative Code.
             (SCWRO/LWO). The City of Los Angeles policy regarding Living
             Wage/Service Contractor Worker is presented in Appendix B.

             SCWRO/LWO forms must be completed by the successful Proposer, only.
             Refer to instructions attached in Appendix B.

      8.3    Child Support Policy

             In accordance with the City of Los Angeles, Ordinance No. 172401, the
             Plan requires all contractors and subcontractors performing work for the
             Plan to comply with all reporting requirements and wage earning
             assignments and wage earning assignments relative to court ordered child
             support.

             All Proposers are required to complete the Certification of Compliance
             with Child Support Obligations, Appendix B. Failure to return the
             completed certification as part of the bid or proposal may result in the bid
             or proposal being deemed non-responsive to these specifications.

                                             24
Water and Power Employees’ Retirement Plan
Request for Proposal—General Consultant



      8.4    Supplier Diversity

             State whether the Proposer is a Women’s or Minority Business Enterprise.
             The Plan encourages Proposers to use Women’s and Minority Business
             Enterprises and all other business enterprises and equal opportunity to
             participate in the performance of this contract. Policy regarding W/MBE is
             presented in Appendix A.

             Provide the company name, contact person, address, and telephone
             number of all proposed subcontractors. If the Proposer or any of their
             subcontractors are W/MBE firms, attach a copy of their certification.

             It is the policy of the Plan to provide Women Business Enterprises
             (WBEs), and Minority Business Enterprises (MBEs), and all other
             business enterprises an equal opportunity to participate in the
             performance of all Department contracts. Proposers shall assist the
             Department in implementing this policy by taking all reasonable steps to
             ensure that all available business enterprises, including WBEs and MBEs,
             have an equal opportunity to compete for and participate in the work being
             requested by this RFP.

      8.5    Taxpayer Identification Number

             Provide the Proposer’s Taxpayer Identification Number on Form W-9.
             Policy regarding Tax ID is presented in Appendix B.

      8.6    Los Angeles City Tax Registration Certificate

             Provide the Proposer’s Business Tax Registration Certificate or Business
             Tax Exemption Number. Policy regarding Business Tax Registration is
             presented in Appendix B.

      8.7    Miscellaneous

             Include any other information that is believed to be pertinent but not
             specifically requested elsewhere in this RFP.




                                             25
                                  APPENDIX A

                             Contract Requirements


A. CONFIDENTIAL INFORMATION

    All information furnished by the Water and Power Employees’ Retirement,
    Disability and Death Benefit Insurance Plan (Plan) to the RESPONDENT under
    this Proposal/Contract shall be regarded as confidential by the RESPONDENT,
    unless written authority to the contrary has first been secured from the Plan.

B. INDEMNIFICATION

    The RESPONDENT undertakes and agrees to indemnify and hold harmless the
    City of Los Angeles, the Department of Water and Power (Department), the
    Board of Water and Power Commissioners of the City of Los Angeles, the Plan,
    and all of their officers and employees, and, at the option of the Plan, defend the
    City, Department, or Plan, and any and all of their Boards, officers, agents,
    representatives, employees, assigns and successors in interest from and against
    any and all suits and causes of action, claims, charges, damages, demands,
    judgments, civil fines and penalties, or losses of any kind or nature whatsoever,
    for death, bodily injury or personal injury to any person, including
    RESPONDENT’S employees and agents, or damage or destruction to any
    property of any type, of either party hereto, or third persons in any manner arising
    by reason of the negligent acts, errors, omissions or willful misconduct incident to
    the performance of this contract on the part of the RESPONDENT, or the
    RESPONDENT’S officers, agents, employees, or subcontractors of any tier,
    except for the active negligence or willful misconduct of the Department, the
    Plan, its Board, officers, agents, representatives or employees.

C. INSURANCE REQUIREMENTS

    It is the policy of the Department and the Plan that upon the award of a contract,
    the selected RESPONDENT must provide evidence of insurance that conforms to
    the insurance requirements of the bid/proposal/agreement.               Insurance
    requirements are explained in detail in the attached language and “Contract
    Insurance Requirements” sheet (Attachment “A”), which specifically outlines the
    types and amounts of coverage required for this project. For your information and
    use, “Special Endorsement Forms”, “Guidance for Submitting Evidence of
    Insurance” and information on our insurance program for small vendors are
    available on our website.

    When and if you are awarded a contract/agreement, acceptable evidence of
    required insurance, from insurers acceptable to the Department, will be required
    to be submitted within 30-days of the date of award and maintained current



                            Appendix A – Page 1 of 9
throughout the term of the contract. Said evidence of insurance must be on file
with the Risk Management Section in order to receive payment under any contract
for services rendered, and in order to commence work/tenancy under your
contract.

For further information regarding these requirements, please contact:

       Los Angeles Department of Water and Power
       Risk Management Section
       Phone: (213) 367-4674
       Fax: (213) 367-0214
       Web: http://www.ladwp.com/ladwp/cms/ladwp005363.jsp

Additional Insured Status Requirements

RESPONDENT shall procure at its own expense, and keep in effect at all times
during the term of any proposed Agreement, the types and amounts of insurance
specified on the attached Contract Requirement page. The specified insurance
shall also, either by provisions in the policies, by City's own endorsement form or
by other endorsement attached to such policies, include and insure City, its
Department of Water and Power, its Board of Commissioners, the Water and
Power Employees’ Retirement, Disability and Death Benefit Insurance Plan, and
all of its officers, employees and agents, their successors and assigns, as
additional insureds (except for Professional Liability and Workers’
Compensation), against the area of risk described herein as respects
RESPONDENT’S acts or omissions in its performance of the agreement, use and
occupancy of the premises hereunder or other related functions performed by or
on behalf of the RESPONDENT. Such insurance shall not limit or qualify the
liabilities and obligations of the RESPONDENT assumed under the contract.

Severability of Interests and Cross Liability Required

Each specified insurance policy (other than Workers' Compensation and
Employers' Liability and Property coverage) shall contain a Severability of
Interest and 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," and a Contractual Liability Endorsement which shall state, "Such
insurance as is afforded by this policy shall also apply to liability assumed by the
insured under this Agreement with the City of Los Angeles and the Water and
Power Employees’ Retirement, Disability and Death Benefit Insurance Plan."

Primary and Non-Contributory Insurance Required

All such insurance shall be Primary and Noncontributing with any other insurance
held by City, Department, or Plan where liability arises out of or results from the



                        Appendix A – Page 2 of 9
acts or omissions of the RESPONDENT, its agents, employees, officers, assigns,
or any person or entity acting for or on behalf of the RESPONDENT. Any
insurance carried by the City, Department, or Plan which may be applicable shall
be deemed to be excess insurance and the RESPONDENT’S insurance is primary
for all purposes despite any conflicting provision in the RESPONDENT’S
policies to the contrary.

Deductibles Subject to Plan’s Discretion

Deductibles and/or self-insured retentions shall be at the sole discretion of the
Risk Manager of the Department (hereinafter referred to as "Risk Manager"). The
Department or Plan shall have no liability for any premiums charged for such
coverage(s). The inclusion of the Department of Water and Power, the Water and
Power Employees’ Retirement, Disability and Death Benefit Insurance Plan, its
Boards, 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 with RESPONDENT in its operations.

Proof of Insurance for Renewal or Extension Required

At least ten (10) days prior to the expiration date of any of the policies required on
the attached Contract Requirement page, documentation showing that the
insurance coverage has been renewed or extended shall be filed with the
Department.       If such coverage is canceled or reduced in coverage,
RESPONDENT shall, within fifteen (15) days of such cancellation or reduction of
coverage, file with the Department evidence that the required insurance has been
reinstated or provided through another insurance company or companies.

Submission of Acceptable Proof of Insurance and Notice of Cancellation

RESPONDENT shall provide proof to the Department’s Risk Manager of all
specified insurance and related requirements either by production of the actual
insurance policy(ies), by use of Department’s own endorsement form(s), by other
written evidence of insurance acceptable to the Risk Manager, but always in a
form acceptable to the Risk Manager and the Office of the City Attorney. The
documents evidencing all specified coverage shall be filed with the Department
prior to RESPONDENT beginning operations or occupying the premises
hereunder. Said proof shall contain at a minimum, the applicable policy number,
the inclusive dates of policy coverage, the date the protection begins for the
Department of Water and Power and the Water and Power Employees’
Retirement, Disability and Death Benefit Insurance Plan and the insurance
carrier's name. It shall bear an original signature of an authorized representative
of said carrier, and shall provide that such insurance shall not be subject to
cancellation, material reduction in coverage or non-renewal except after written
notice by certified mail, return receipt requested, to the City Attorney of the City
of Los Angeles at least thirty (30) calendar days prior to the effective date thereof.



                         Appendix A – Page 3 of 9
The notification shall be sent by registered mail to: The Office of the City
Attorney, Water and Power Division, Post Office Box 51111, JFB Room 340, Los
Angeles, California 90051-0100.

Claims-Made Insurance Conditions

Should any portion of the required insurance be on a "Claims Made" policy, the
RESPONDENT shall, at the policy expiration date following completion of work,
provide evidence that the "Claims Made" policy has been renewed or replaced
with the same limits, terms and conditions of the expiring policy, or that an
extended three (3) years discovery period has been purchased on the expiring
policy at least for the contract under which the work was performed.

Failure to Maintain and Provide as Cause for Termination

Failure to maintain and provide acceptable evidence of the required insurance for
the required period of coverage shall constitute a breach of contract, upon which
the Department or the Plan may immediately terminate or suspend the agreement.

Subcontractor Compliance

The RESPONDENT shall be responsible for all subcontractors' compliance with
the insurance requirements.

Periodic Right to Review/Update Insurance Requirements
The Department, the Plan, and RESPONDENT agree that the insurance policy
limits specified on any proposed Contract requirement page may be reviewed for
adequacy annually throughout the term of this Agreement by the Risk
Manager/City Attorney, who may thereafter require RESPONDENT to adjust the
amounts and types of insurance coverage however the Risk Manager/City
Attorney deems to be adequate and necessary. The City reserves the right to have
submitted to it, upon request, all pertinent information about the agent and carrier
providing such insurance, including applicable license and ratings.

Specific Insurance Requirements

See Attachment A “Contract Insurance Requirements”




                         Appendix A – Page 4 of 9
D.   DISCLOSURE

     RESPONDENT will promptly contact and provide a written statement to the
     Plan:

        1. Whenever there are material changes in its financial condition or
           whenever there are significant changes in its business, including, but not
           limited to, ownership and key personnel responsible for the management
           of the Account.

        2. RESPONDENT will promptly notify the Plan of any material litigation or
           regulatory proceedings commenced by it or to which the RESPONDENT
           is a named party that could have a material impact on the account.

        3. RESPONDENT shall submit a copy of their most recent annual financial
           report, within 10 days of the signing of a contract and every year
           thereafter, within 30 days of publication, for the duration of a contract.

        4. RESPONDENT shall provide the Plan with their written policy addressing
           their investment professionals and other key personnel trading practices
           concerning investing for personal benefit.

        5. RESPONDENT agrees to report promptly to the Board President and/or to
           the Retirement Plan Manager, any contacts by any one including members
           of Retirement staff (unless their contact is for routine business purposes),
           Board of Administration of the Plan, Board of Commissioners for the
           Department, Mayor's Office, Department of Water and Power Union staff,
           either endorsing, suggesting, requesting any specific contract,
           RESPONDENT, or product as part of the contract to be included,
           excluded or otherwise.

 E. NON-DISCRIMINATION CLAUSE

     RESPONDENT agrees and obligates itself not to discriminate, during the
     performance of a Contract, against any employee or applicant for employment
     because of the employees’ or applicants’ race, color, religion, national origin,
     ancestry, sex, sexual orientation, age, or physical handicap. All subcontracts
     awarded under the Contract shall also contain a like non-discrimination clause.

     The RESPONDENT shall comply with the applicable nondiscrimination and
     affirmative action provisions of the laws of the United States of America, the
     State of California, and the City of Los Angeles. The RESPONDENT shall
     comply with the provisions of the Los Angeles Administrative Code Sections 10.8
     through 10.13, to the extent applicable hereto. The Affirmative Action Program
     of this Agreement shall be the mandatory contract provisions set forth in the Los



                            Appendix A – Page 5 of 9
  Angeles Administrative Code Section 10.8.4, and said provisions are incorporated
  herein by this reference. The RESPONDENT shall also comply with all rules,
  regulations, and policies of the City of Los Angeles, Office of Contract
  Compliance relating to nondiscrimination and affirmative action, including the
  filing of all forms required by said Office. Any subcontract entered into by the
  RESPONDENT relating to this Agreement, to the extent allowed hereunder, shall
  be subject to the provisions of this paragraph.

F. PROHIBITION AGAINST ASSIGNMENT OR DELEGATION

  The RESPONDENT may not, unless it has first obtained the written permission
  of the Plan;

     1. Assign or otherwise alienate any of its rights hereunder, including the right
        to payment; or

     2. Delegate, subcontract, or otherwise transfer any of its duties hereunder.

G. NO WAIVER OF PLAN’S LEGAL RIGHTS

  The federal securities laws impose liabilities under certain circumstances on
  persons who act in good faith. Therefore, nothing herein shall in any way
  constitute a waiver or limitation of any rights that the Plan may have under
  applicable state of federal securities laws.

H. APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT

     1. Each party’s performance under a Contract shall comply with all
        applicable laws of the United States of America, the State of California,
        and the City of Los Angeles. The Contract shall be enforced and
        interpreted under the laws of the State of California and the City of Los
        Angeles.

     2. If any part, term or provision of the Agreement shall be held void, illegal,
        unenforceable, or in conflict with any law of a federal, state or local
        government having jurisdiction over this Agreement, the validity of the
        remaining portions or provisions shall not be affected thereby.




                          Appendix A – Page 6 of 9
I. LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE

  The RESPONDENT represents that it will obtain a City of Los Angeles Business
  Tax Registration Certificate (s) required by the City of Los Angeles Business Tax
  Ordinance (Article 1, Chapter 2, Sections 21.00 and following, of the Los Angeles
  Municipal Code). For the term covered by this contract, the RESPONDENT 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.

J. SOLICITATION OF CONTRIBUTIONS

  Fiduciaries of the Water & Power Employees’ Retirement Plan are prohibited
  from soliciting, directing, or receiving any contributions from RESPONDENT.
  This prohibition applies to members of Retirement staff, the Plan’s Board of
  Administration, the Board of Commissioners of the Department of Water and
  Power, the Mayor's Office, Union staff, or other person engaged in business for
  gain, seeking to engage in business for gain, or who has a proceeding pending
  before the Plan or has had such a matter pending during the preceding 12 months.
  The Plan shall be responsible for providing the RESPONDENT an updated and
  accurate list of persons covered by this section.

  1.   Definitions:

         a) “Fiduciary” is defined as a member of the Board of Administration for
            the Plan, and executive and senior management staff.

         b) “Person” means a natural person or business entity of any type, and
            includes all directors, partners, officers and agents of such business
            entity.

         c) “Business for gain” is defined as any contract for goods or services,
            and any investment related contract.

         d) “Proceeding pending” means all ministerial, administrative and
            legislative matters, potential contracts, current contracts and contracts
            with the Board of Administration that have expired or terminated
            within the past 12 months.

  2.   In the event any member of the Board of Administration or any executive or
       senior staff of the Board of Administration, or any person claiming to
       represent or to have influence with either the Board of Administration or with
       any member of the Board of Administration, contacts the RESPONDENT
       with respect to a contribution, the RESPONDENT shall promptly report by
       telephone and in writing such contact to the President of the Board of
       Administration and the Retirement Plan Manager.




                          Appendix A – Page 7 of 9
  3. The RESPONDENT further agrees to furnish an annual certification, attested
     to by a responsible officer of RESPONDENT’S firm. The certification shall
     describe each contact reportable under the foregoing paragraphs, listing the
     date(s) of such contact, the person making the contact and the subject matter
     of the contact. The certification shall state that except as specifically
     described in the certification, no member of either the Board of
     Administration, executive or senior management staff of such Board of
     Administration, any Water and Power Commissioner, any member of the City
     Attorney's Office, the Mayor, Vice mayor, any active or inactive person
     employed by the Department of Water and Power or Plan, and no person
     claiming to represent or have influence with the Board of Administration has
     contacted RESPONDENT with respect to soliciting, directing or receiving any
     contribution. Such certification shall be filed, with the President of the Board
     of Administration or with the Plan Manager, annually by January 30th of each
     year for the preceding calendar year.

K. CHILD SUPPORT ASSIGNMENT ORDERS

  Any Contract is subject to Section 10.10, Article 1, Chapter 1, Division 10 of the
  Los Angeles Administrative Code, Child Support Assignment Orders.
  Respondent will be required to complete a Certification of Compliance with Child
  Support Obligations, which is attached hereto, and is incorporated herein by this
  reference.

L. MINORITY OR WOMEN’S BUSINESS ENTERPRISES (Include your
   written response as an additional attachment to your Proposal)

  State whether the Respondent is a Minority or Women’s Business Enterprise.

  The Plan encourages Respondents to use Minority and Women’s Business
  Enterprises (MBE/WBE) as Subcontractors.

  State how the Respondent will assist the Plan in implementing its outreach policy
  to provide MBE/WBE, and all other business enterprises an equal opportunity to
  participate in the performance of this Proposal.

  Please provide the company name, contact person, address, and telephone
  numbers of all proposed subcontractors. If the Respondent or any of the
  subcontractors are MBE/WBE firms, attach a copy of the certifications.




                          Appendix A – Page 8 of 9
M. SIGNATORIES OF CONTRACT, NOTICES, COMMUNICATIONS,
  AMENDMENTS (Include your written response as an additional attachment
  to your Proposal)

    1. List the individuals whose signatures that may warrant that they have full
       authority to execute a Contract on behalf of the party on whose behalf they
       have affixed their signatures to this Proposal.

    2. List the parties who are recognized such that any notices and other
       communications on behalf of the Plan, Board of Administration, or
       Respondent shall be made to them (whether verbally or in writing as
       applicable under the terms of this contract).




                         Appendix A – Page 9 of 9
              CONTRACT INSURANCE REQUIREMENTS -- DEPARTMENT OF WATER AND POWER
                             For Contractors, Service Providers, Vendors, and Tenants
                                                                                                              ATTACHMENT A
                                            General Consulting Services for the LADWP Retirement Plan
     Agreement/Activity/Operation: __________________________________________________________________
                                                               RFP at 2/08
     Reference/Agreement: _______________________________________________________________________
     Term of Agreement: _________________________________________________________________________
                                                                     Scott Vargas
     Contract Administrator and Phone: ______________________________________________________________
     Buyer and Phone Number: ____________________________________________________________________

Contract-required types and amounts of insurance as indicated below by checkmark are the minimum which must be maintained.
All limits are Combined Single Limit (Bodily Injury/Property Damage) unless otherwise indicated. Firm 30 day Notice of Cancel-
lation required by Receipted Delivery.


                                                                                   PER OCCURRENCE LIMITS
     ($ ) WORKERS’ COMPENSATION(Stat. Limits)/Employer’s Liability:                          ( $100,000.00 )
           ($ ) Broad Form All States Endorsement       ( ) US L&H (Longshore and Harbor Workers)
           ( ) Jones Act (Maritime Employment)         ( ) Outer Continental Shelf
           ( ) Waiver of Subrogation                    ( ) Black Lung (Coal Mine Health and Safety)
           ( ) Other: ______________________            ( ) Other: ________________________
     ( $) AUTOMOBILE LIABLITY:                                                                ( $300,000.00 )
           ($) Owned Autos                             ( ) Any Auto
           ($ ) Hired Autos                            ($ ) Non-Owned Auto
           ( ) Contractual Liability                   ($ ) Additional Insured
           ( ) MCS-90 (US DOT)                        ( ) Trucker’s Form
           ( ) Waiver of Subrogation                   ( ) Other: _____________________

     ( $) GENERAL LIABILITY:        ( ) Limit Specific to Project  ( ) Per Project Aggregate             ( $1,000,000.00 )
           ($) Broad Form Property Damage ($ ) Contractual Liability             ( $) Personal Injury
           ( $) Premises and Operations        ( $) Products/Completed Ops.      ($ ) Independent Contractors
           ( ) Fire Legal Liability             ( ) Garagekeepers Legal Liab. ( ) Child Abuse/Molestation
           ( ) Corporal Punishment             ( ) Collapse/Underground          ( ) Explosion Hazard
           ( ) Watercraft Liability            ( ) Pollution                      ($ ) Addition Insured Status
           ( ) Waiver of Subrogation           ( ) Airport Premises              ( ) Hangarkeepers Legal Liab.
           ( ) Marine Contractors Liability    ( ) Other: _________________ ( ) Other: _____________________

     ($) PROFESSIONAL LIABILITY:                                                                       ( $1,000,000.00 )
           ( $) Contractual Liability           ( ) Waiver of Subrogation         ( $) 3 Year Discovery Tail
           ( ) Additional Insured              ( ) Vicarious Liability Endt.      ( ) Other: _____________________
     ( ) AIRCRAFT LIABILITY:                                                                            (         )
           ( ) Passenger Per Seat Liability    ( ) Contractual Liability           ( ) Hull Waiver of Subrogation
           ( ) Pollution                       ( ) Additional Insured             ( ) Other: _____________________

     ( ) PROPERTY DAMAGE:           ( ) Loss Payable Status (AOIMA)                                   (            )
           ( ) Replacement Value              ( ) Actual Cash Value             ( ) Agreed Amount
           ( ) All Risk Form                  ( ) Named Perils Form             ( ) Earthquake: ________________
           ( ) Builder’s Risk:$___________ ( ) Boiler and Machinery             ( ) Flood: _____________________
           ( ) Transportation Floater:$______ ( ) Contractors Equipment$_ ___ _ ( ) Loss of Rental Income: ________
           ( ) Scheduled Locations/Propt.     ( ) Other: __________________ ( ) Other: _____________________
     ( ) WATERCRAFT:                                                                                  (             )
           ( ) Protection and Indemnity        ( ) Pollution                 ( ) Additional Insured
           ( ) Waiver of Subrogation          ( ) Other: _________________ ( ) Other: ______________________
     ( ) POLLUTION:                                                                                   (             )
          ( ) Incipient/Long Term               ( ) Sudden and Accidental     ( ) Additional Insured
          ( ) Waiver of Subrogation             ( ) Contractor’s Pollution    ( ) Other: ______________________

     ( ) CRIME:                 ( ) Joint Loss Payable Status                    ( ) Additional Insured (                    )
         ( ) Fidelity Bond                   ( ) Financial Institution Bond      ( ) Loss of Monies/Securities
         ( ) Employee Dishonesty              ( ) In Transit Coverage            ( ) Wire Transfer Fraud
         ( ) Computer Fraud                  ( ) Commercial Crime                 ( ) Forgery/Alteration of Docs.
         ( ) Other: ____________________ ( ) Other: ______________

     ( ) ASBESTOS LIABLITY:        ( ) Additional Insured                                                 (                      )

     Insurance Req Form 10/04
                                                                                  ATTACHMENT A



                           Page 2. CONTRACT INSURANCE REQUIREMENTS (continued)


                                                          PER OCCURRENCE LIMITS

( ) ________________________________                          ($________________)
            (type of coverage)

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________


( ) ________________________________                          ($________________)
           (type of coverage)

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________


( ) ________________________________                          ($________________)
           (type of coverage)

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________

( ) ____________________    ( ) ____________________   ( ) ____________________
             Appendix B
                                                 CITY OF LOS ANGELES

                    NONDISCRIMINATION.  EQUAL EMPLOYMENT PRACTICES.      AFFIRMATIVE
              ACTIONCONSTRUCTION & NONCONSTRUCTION CONTRACTORS (VENDORS, SUPPLIERS, CONSULTANTS)
Los Angeles Administrative Code (LAAC), Division 10, Chapter 1, Article 1, Section 10.8 requires entities doing business with the
City to comply with a Nondiscrimination/ Affirmative Action Program. (Refer questions regarding these requirements to the Burea~
of Contract Administration, Office of Contract Compliance, Affrnnative Action Section, at (213) 847-6480.) In order to comply, It
is necessary that the bidder/proposer/respondent complete, sign and return with the bid/proposal/response, the following:


A      For all contracts, the contractor agrees to adhere to the following Nondiscrimination Clause:
       I. The contractor agrees and obligates the company not to discrlminate during the performance of this contract against any
           employee or applicant for employment because of the employee's or applicant's race, religion, national origin, ancestry,
           sex, age, sexual orientation, disability, marital status, domestic partner status, or medical condition; and
       2. All subcontracts awarded under this contract shall contain a like Nondiscrimination Clause.

B.     For     construction contracts from $1,000 to under $5,000 and nonconstruction contracts from $1,000 to under $100,000,
       the    contractor agl:ees to:
       I.     Adhere to the Nondiscrimination Clause above;
       2.     Designate a management level Equal Employment Opportunity Officer as provided for in Section "E" below; and
       3.     Adhere to Equal Employment Practices provisions as outlined in LAAC § 10.8.3 and on Page A-3 of this document.

c.     For     construction contracts of $5,000 or more and non-construction     contracts of $100,000 or more, the contractor agrees
       to:
       I.     Adhere to the Nondiscrimination Clause above;
       2.     Designate a management level Equal Employment Opportunity Officer as provided for in Section "E" below;
       3.     Adhere to Equal Employment Practices provisions as outlined in LAA:C § 10.8.3 and on Pages A-4 and A-S of this
              document;
       4.     Complete the Ethnic Composition of Total Work Force Report provided on Page A-2 of this document; and
       5.     Sign and submit an AffIrmative Action Plan. The bidder must submit one of the two following plans:
               a.    Plan A. Los Anl!eles Citv Affirmative Action flan ("Los Angeles City Affirmative Action Requirements") on Page
                     A-6 and Page A- 7 which is an ap-proved plan requiring only signature of acceptance along with the Ethrilc
                    Composition of Work Force (Page A-:z) and s.ubmittal to be effectIve; or,.             ...
               b.    Plan B. The Bidder's own AffirmatIve ActIon Plan for approval, whIch must contam at a InlnllnUm all of the
                    elements of the City's Plan.

D.     Subcontractors:
       1.The contractor shall require the same documents indicated above to be submitted for subcontractors of any contract awarded
          ~ the City; and
       2. The contractor shall be responsible for obtaining the Affirmative Action Plans from its subcontractors. Additional forms are
           Available from the Office of Contract Compliance or the awarding authority.

E. Equal Employment Opportunity Officer:
        Please be advised that                                                                                                  is

        hereby                 -NAME-OF           DESIGNEE.                                         TITLE.                    .
        designated as the Company's Equal Employment Op~rtunIty Offic~r. Th~ .Officer ~s been gIven the au~or~ty .to ~sta~IISh,
                                                                                                                             m
        disseminate and enforce tlie Equal Employment and Affirmative Action PohcIes of thIS firm to ensure nondISCr1IDInation all
        of its employment practices. Tlie Officer may be contacted at:

                                                                                                  , ,         ,
                                     ADDRESS
                                  WORK                                                                                          TELEPHONE

F.     Signed Certification -The Contractor by its signature affixed hereto declares under penalty of perjury that:
       1.      The contractor has read the Nondiscrimination Clause in " A " above and certifies that it will adhere to the practices in
                the perfonnances of all contracts;
                The c::ontr.actor has read the Equal EmploymC?ntPractices provisions on Pa~e A-3 and certifies that it will adhere to the
                practices m the perfonnance of any constructiOn contract $1,000 to under $5,000 and nonconstruction contract $1,000 to
                under $100,000;
                The contractor has designated the Equal Employment Opportunity Officer as noted in Section "E" abo ve;
                The conl!acto:r has read the Affirmative Action ~ogram provisions on Pages A-4 and A-5, certifies that it will adhere to
                the practices ill the perfonnance of any constructiOn contract of $5,000 or more and nonconstruction contract of $100000
                or m~re and ~ubmits ~ Afflrm~ti,,:e Action Plan. Indicate which plan is submitted: [ ] City Plan; [ ]Company Plan:
                The illfonnatlon contailled hereill IS true and correct.

              All Certificates and Plans are effective for 12 months from date of approval by the Office of Contract Compliance.


              COMPANY           NAME                                                AUTHORIZED       SIGNATURE



                .DDRESS                                                             NAME   AND   TITIjE   (fYPE   OR   PRINT)




              TELEPHONE                                                             DATE


FonD   No.   AA001   (7/6/00)                                      A-l
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                                        EQUAL EMPLOYMENT PRACTICES PROVISIONS
                                                              of
                              Construction Contracts in excess $1,000 or more but less than $5,000 and
                                Nonconstruction Contracts of $1,000 or more but less than $100,000

 Sec. 10.8.3. Equal Employment        Practices Provisions.
 Every non-construction contact with or on behalf of the City of Los Angeles for which the consideration is $1 ,000 or more, and every
 construction contract for which the consideration is $1,000 or more, shall contain the following provisions, which shall be designated as the
 EQUAL EMPLOYMENT PRACTICES provision of such contract:

A     During the performance of this contract, the contractor agrees and represents that it will provide equal employment practices and the
      contractor and each subcontractor hereunder will ensure that in his or her employment practices persons are employed and employees are
      treated equally and without regard to or because of race, religion, ancestry , national origin, sex, sexual orientation, age, disability, marital
      status, domestic partner status, or medical condition.
      I. This provision applies to work or service performed or materials manufactured or assembled in the United States.
      2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service
         category.
      3. The contractor agrees to post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and
         applicants for employment.

B.    The .contrac~or will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified
      applicants will receive consideration for partner status,without regard to their race, religion, ancestry , national origin, sex, sexual orientation ,
      age, disability, marital status, domestic employment or medical condition.



c.    As part of the City's supplier registration process, and/or at the request of the awarding authority , or the Board of Public Works, Office of
      Contract Co~pliance, the contractor sha1l certify in the specified format that he or she has not discriminated in the performance of City
      co~trac~ against a~y ~~ployee ,or applicant for e!llployment on the basis ,or becau~e of race, religion, national origin, ancestry, sex, sexual
      OrIentation, age, disabilIty, marItal status, domestic partner status, or medical condition.


D,    The contractor shall permit access to and may be required to provide certified copies of all of his or her records pertaining to employment
      and to. emplo:>:mentpractices by the awarding authority or the Office of Contract Compliance for the purpose of investigation to ascertain
      compliance With the Equal Employment Practices provisions of City contracts. On their or either of their request the contractor shall
      provide evidence that he or she has or will comply therewith.

E.    The failure of any contractor to comply with the Equal Employment Practices provisions of this contract may be deemed to be a material
      breach of City contracts. Such failure shall only be established upon a finding to that, effect by the awardi~g authority, on the basis of .its
      own investigation or that of the Board of Public Works, Office of Contract ComplIance. No such findIng shall be made or penaltIes
      assessedexcept upon a full and fair hearing after notice and an opportunity to be heard has been given to the contractor .


F.    Upon a finding duly made that the contractor has failed to comply with the Equal Employment Practices provisions of a City contract, the
      contract may be forthwith canceled, terminated or suspended, in whole or in part, by the awarding authority , and all monies due or to
      become due hereunder may be forwarded to and retained by the City of Los Angeles. In addition thereto, such failure to comply may be
      the basis for a determination by the awarding authority or the Board of Public Works that the said contractor is an irresponsible bidder or
      proposer pursuant to the provisions of Section 371 of the Charter of the City of Los Angeles. In the event of such a determination, such
      contractor shall be disqualified from being awarded a contract with City of Los Angeles for a period of two years, or until the contractor
      shall establish and carry out a program in conformance with the provisions hereof.


G     Notwithstanding any other provision of this contract, the City of Los Angeles shall have any and all other remedies at law or in equity for
      any breach hereof.

H.    The Board of Public Works shall promulgate rules and regulations through the Office of Contract Compliance, and provide necessary forms
      and. required language to the awarding authorities to be included in City Request for Bids or Request for Proposal packages or in supplier
      regIstration requirements for the implementation of the Equal Employment Practices provisions of this contract, and such rules and
      regulations and forms shall, so far as practicable, be similar to those adopted in applicable Federal Executive orders. No other rules,
      regulations or forms may be used by an awarding authority of the City to accomplish the contract Compliance program.


I.    Nothing contained in this contract shall be construed in any manner so as to require or permit any act which is prohibited by law.


I.    At the time a supplier registers to do business with the City, or when an individual bid or proposal is submitted, the contractor shall agree to
      adhere to the Equal Employment Practices specified herein during the performance or conducted of City Contracts.


K.    Equal Employment Practices shall, without limitation          as to the subject or nature of employment activity,          be concerned with such
      employment practices as:
      I.        Hiring practices;
      2.        Apprenticeships where such approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;
      3.         Training and promotional opportunities; and
      4.         Reasonable accommodations for persons with disabilities.
L.    All contractors subject to the provisions of this section shall include a like provision in all subcontracts awarded for work to be performed
      under the contract with the City and shall impose the same obligations, including but not limited to filing and reporting obligations, on the
      subcontractors as are applicable to the contractor. Failure of the contractor to comply with this requirement or to obtain the compliance of
      its subcontractors with all such obligations shall subject the contractor to the imposition of any and all sanctions allowed by law, including
      but not limited to termination of the contractor's contract with the City.
                                                                           A-3
                                             AFFIRMAnVE ACTION PROGRAM PROVISIONS
                                              Construction Contracts of $5,000 or more and
                                             Nonconstruction Contracts of $100,000 or More

Sec. 10.8.4. Affirmative Action Program Provisions.

Every non-construction contract with or on behalf of the City of Los Angeles for which the consideration is $100,000 or more and every
construction contract with or on behalf of the City of Los Angeles for which the consideration is $5,000 or more shall contain the following
provisions which shall be designated as the AFFIRMATIVE ACTION PROGRAM provisions of such contract:


A    During the perfonnance of a City contract, the contractor certifies and represents that the contractor and each subcontractor hereunder will
     adhere to an affinnative action program to ensure that in its employment practices, persons are employed and employees are treated equally
     and without regard to or because of race, religion, ancestry , national origin, sex, sexual orientation, age, disability , marital status, domestic
     partner status, or medical condition.

     I. This provision applies to work or services performed or materials manufactured or assembled in the United States.
     2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service
          category.
     3.   The contractor shall post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and
          applicants for employment.


B    The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified
     applicants will receive consideration for employment without regard to their race, religion, ancestry , national origin, sex, sexual orientation,
     age, disability, marital status, domestic partner status, or medical condition.


c    As part of the City's supplier registration process, and/or at the request of the awarding authority or the Office of Contract Compliance, the
     contractor shall certify on an electronic or hard copy form to be supplied, that the contractor has not discriminated in the performance of
     City contracts against any employee or applicant for employment on the basis or because of race, religion, ancestry , national origin, sex,
     sexual orientation, age, disability, marital status, domestic partner status, or medical condition.

     The contractor shall permit access to and may be required to provide certified copies of all of its records pertaining to employment and to its
D.
     employment practices by the awarding authority or the Office of Contract Compliance, for the purpose of investigation to ascertain
     compliance with the Affirmative Action Program provisions of City contracts, and on their or either of their request to provide evidence that
     it has or will comply therewith.


E.   The failure of any contractor to comply with the Affirmative Action program provisions of City contracts may be deemed to be a material
     breach of contract. Such failure shall only be established upon a finding to that effect by the awarding authority , on the basis of its own
     investigation or that of the Board of Public Works, Office of Contract Compliance. No such finding shall be made except upon a full and
     fair hearing after notice and an opportunity to be heard has been given to the contractor .


F.   Upon a finding duly made that the contractor has breached the Affirmative Action Program provisions of a City contract, the contract may
     be forthwith canceled, terminated or suspended, in whole or in part, by the awarding authority , and all monies due or to become due
     hereunder may be forwarded to and retained by the City of Los Angeles. In addition thereto, such breach may be the basis for a
     determination by the awarding authority or the Board of Public Works that the said contractor is an irresponsible bidder or proposer
     pursuant to the provisions of Section 371 of the Los Angeles City Charter. In the event of such determination, such contractor shall be
     disqualified from being awarded a contract with the City of Los Angeles for a period of two years, or until he or she shall establish and
     carry out a program in conformance with the provisions hereof.

     In the event of a finding by the Fair Employment and Housing Commission of the State of California, or the Board of Public Works of the
G.
     City of Los Angeles, or any court of competent jurisdiction, that the contractor has been guilty of a willful violation of the California Fair
     Employment and Housing Act, or the Affirmative Action Program provisions of a City contract, there may be deducted from the amount
     payable to the contractor by the City of Los Angeles under the contract, a penalty of TEN DOLLARS ($10.00) for each person for each
     calendar day on which such person was discriminated against in violation of the provisions of a City contract.

     Notwithstanding any other provisions of a City contract, the City of Los Angeles shall have any and all other remedies at law or in equity
H
     for any breach hereof.

     The public Works board of Commissioners shall promulgate rules and regulations through the Office of Contract Compliance and provide to
I.
     the awarding authorities electronic and hard copy forms for the implementation of the Affirmative Action Program provisions of City
     contracts, and rules and regulations and forms shall, so far as practicable, be similar to those adopted in applicable Federal Executive
     Orders. No other rules, regulations or forms maybe used by an awarding authority of the City to accomplish this contract compliance
     program.

     Nothing contained in City contracts shall be construed in any manner so as to require or permit any act which is prohibited by law.
J


                                                                          A-4
 Sec. 10.8.4. Affirmative Action Program Provisions.

K     The contractor shall submit an Affirmative Action Plan which shall meet the requirements of this Chapter at the time it submits its bid or
      proposal or at the time it registers to do business with the City .The plan shall be subject to approval by the Office of Contract Compliance
      prior to award of the contract. The awarding authority may also require contractors and suppliers to take part in a pre-registration, pre-bid,
      pre-proposal, or pre-award conference in order to develop, improve or implement a qualifying Affirmative Action Plan. Affirmative Action
      Programs developed pursuant to this section shall be effective for a period of twelve months from the date of approval by the Office of
      Contract Compliance. In case of prior submission of a plan, the contractor may submit documentation that it has an Affirmative Action Plan
      approved by the Office of Contract Compliance within the previous twelve months. If the approval is 30 days or less from expiration, the
      contractor must submit a new Plan to the Office of Contract Compliance and that Plan must be approved before the contract is awarded.


      (1) Every contract of $5,000 or more which may provide construction, demolition, renovation, conservation or major maintenance of any
          kind shall in addition comply with the requirements of Section 10.13 of the Los Angeles Administrative Code.


      (2) A contractor may establish and adopt as its own Affirmative Action Plan, by affixing his or her signature thereto, an Affirmative   Action
          Plan prepared and furnished by the Office of Contract Compliance, or it may prepare and submit its own Plan for approval.


L     The Office of Contract Compliance shall annually supply the awarding authorities of the City with a list of contractors and suppliers who
      have developed Affirmative Action Programs. For each contractor and supplier the Office of Contract Compliance shall state the date the
      approval expires. The Office of Contract Compliance shall not withdraw its approval for any Affirmative Action Plan or change the
      Affirmative Action Plan after the date of contract award for the entire contract term without the mutual agreement of the awarding authority
      and the contractor .


M     The Affirmative Action Plan required to be submitted hereunder and the pre-registration, pre-bid, pre-proposal or pre-award conference
      which may be required by the Board of Public Works, Office of Contract Compliance or the awarding authority shall, without limitation as
      to the subject or nature of employment activity, be concerned with such employment practices as:
      1. Apprenticeship where approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;
      2. Classroom preparation for the job when not apprenticeable;
      3. Pre-apprenticeship education and preparation.
      4.  Upgrading training and opportunities;
      5.  Encouraging the use of contractors, subcontractors and suppliers of all racial and ethnic groups, provided, however, that any contract
          subject to this ordinance shall require the contractor, subcontractor or supplier to provide not less than the prevailing wage, working
          conditions and practices generally observed in private industries in the contractor's, subcontractor's or supplier's geographical area
          for such work;
      6. The entry of qualified women, minority and all other journeymen into the industry; and
      7. The provision of needed supplies or job conditions to permit persons with disabilities to be employed, and minimize the impact of any
          disability .
N     Any adjustments which may be made in the contractor's or supplier's work force to achieve the requirements of the city's Affirmative
      Action Contract Compliance Program in purchasing and construction shall be accomplished by either an increase in the size of the work
      force or replacement of those employees who leave the work force by reason of resignation, retirement or death and not by termination,
      layoff, demotion or change in grade.


0.    Affirmative Action Agreements resulting from the proposed Affirmative Action Plan or the pre-registration, pre-bid, pre-proposal or pre-
      award conferences shall not be confidential and may be publicized by the contractor at his or her discretion. Approved Affirmative Action
      Agreements become the property of the City and may be used at the discretion of the City in its Contract Compliance Affirmative Action
      Program.

Po    This ordinance shall not confer upon the City of Los Angeles or any Agency. Board or Commission thereof any power not otherwise
      provided by law to determine the legality of any existing collective bargaining agreement and shall have application only to discriminatory
      employment practices by contractors or suppliers engaged in the performance of City contracts.


Q.    All contractors subject to the provisions of this section shall include a like provision in all subcontracts awarded for work to be performed
      under the contract with the City and shall impose the same obligations, including but not limited to filing and reporting obligations, on the
      subcontractors as are applicable to the contractor. Failure of the contractor to comply with this requirement or to obtain the compliance of
      its subcontractors with all such obligations shall subject the contractor to the imposition of any and all sanctions allowed by law, including
      but not limited to termination of the contractor's contract with the City.




                                                                        A-S
Form No. AA001 (116100)
~
                                             LOS ANGELES         CITY   AFFIRMA     TIVE    ACTION   PLAN
,
                               LOS ANGELES         CITY   AFFIRMATIVE         ACTION     MANDATORY      PROVISIONS


    Notwithstanding an): other ~rovision of this Division to the contrary , every construction contract involving an expenditure of
    $5,000 or more of City fuIias, exc~t in cases of urgent necessity, as provided in Section 371 of the Charter of the city of Los
    Angeles and except as provided in Section 10.9 of fuis Code, shall contain as part of the contract an Affirnlative Action Plan
    substantiallyas set forth in this section and which by the contractor's signature affixed thereto, shall constitute and be established
    as the contractor's Affirnlative Action Plan. The Plan, which may be a plan pro~sed by the contractor or the City's proposed
    Plan prepared by the Office of Contract Compliance, shall be subject to the approval of the Office of Contract Compliance pnor to
    award of the contract. The Plan may consist of a Plan approved by the Office of Contract Compliance within the previous twelve
    months. If the previously approved Plan is 30 days or less from expiration, the contractor must submit a new Plan to the Office of
    Contract Compliance WhIChshall be subject to approval before the contract may be awarded.
    Sec. 10.13. Mandatory Provisions Pertaining to Nondiscrimination   in Employment                    and AffIrmative    Action   in Hiring
    Employees in the Performance of Work on Certain City Construction Contracts.
    1.      Construction Contracts Included.
            The contractor shall not be eligible for an award of a City Construction Contract in excess of $5,000, unless the contractor has
            submitted as ~art of the bid a written Afftrmative Action Plan embodying both (1) anticipated levels of minority*, women and
            all other staffmg utilization, and (2) specific affirmative action steps directed at applying good faith efforts in a
            nondiscriminatory manner to recruit and employ minority , women and all other potential staff or IS deemed to have submitted
            such a program pursuant to Subsection 3 of this section. Both the anticipated levels and the afftrmative action ste~s must be
            taken and applied in good faith and in a nondiscriminatory manner to attempt to meet the requirements of this section for all
            trades which are to be utilized on the project, whether subcontracted or not.
            *"Min ori!y" is defmed as the ternl "min ority person" is defmed in subsection (t) of section 2000 of the California Public
            Contract Code.
    2.      Anticipated Utilization.
            The plan must set forth anticipated minority , women, and all other staffmg utilization b): the contractor and all subcontractors
            on each ~roject constructed oy the City using those trades within the area of jurisdiction of the Los Angeles Building and
            Construction Trades Council within the City of Los Apgeles in each work class and at all levels in terms of staff hours. The
            anticipated levels of minority , women and other staffmg utilization shall be the levels at which each of those groups are
            represented in the relevant workforce in the Greater Los Angeles Area as determined by the U. S. Bureau of the Census and
            made available by the Office of Contract Compliance. Attainment of the anticipated levels of utilization ma): only be used as
            an in~icia of w~ether ~e contra,?tor.h~s complied with the. requireme~ts of this. s.ection and has ap~l.ied.its Affirmative ~ction
            Plan m good faIth and m a nondlSCrtmmatory manner. Failure to attam the antIcIpated levels of utlllZatlon shall not, by itself,
            disquality the contractor for award of a contra.ct or subject the contractor to any sanctions or penalties.
            In no event maya contractor utilize the requirements of this section in such a manner as to cause or result in discrimination
            against any person on account of race, color, religion, ancestry, age, disability, medical condition, marital status, domestic
            partner status, sex, sexual orientation, or national origin.
    -.An
    1            Afftrmative Action Plan.
            The contractor certifies and agrees to immediately implement good faith efforts measurcs to recruit and employ minority ,
            women, and other potential staff in a nondiscrimmatory manner including, but not limited to, the following actions. The
            contractor shall:
           a.    Recruit and make efforts to obtain such employees through:
                 (1)   Advertising employment opportunities in minority and other community news media. Notifying minority, women
                       and other commurnty organizations of employment opportunities.
                 (2)   Maintaining contact with schools with diverse populations of students to notify them of employment opportunities.
                 (3)   Encouraging present minority, women and other employees to refer their friends and relatives.
                 (4)   Promoting after school and vacation employment opportunities for minority, women and other youth.
                 (5)   Validating all job specifications , selection requirements, tests, etc .
                 (6)   Maintaining a file of names and addresses of each worker referred to the contractor and what action was taken
                       concerning such worker .
                 (7)   Notifying the appropriate awarding authority of the Cit): and the Office of Contract Compliance in writing when a
                       union WIth whom the contractor has a collective bargaining agreement has failed to refer a minority, woman or
                       other worker .
           b. Continually evaluate personnel practices to assure that hiring, u~grading, promotions, transfers, demotions and layoffs are
              made in a nondiscrimmatory manner so as to achieve and maintain a diverse work force.
           c. Utilize training programs and assist minority, women and other employees in locating, qualifying for and engaging insuch
              training programs to enhance their skills and advancement.
           d. Secure cooperation or compliance from the labor referral agency to the contractor's contractual affirmative action
              obligations.
           e. Establish a person at the management level of the contracting entity to be the Equal Employment Opportunity Office; such
               individual to have the authonty to disseminate and enforce the company' s F:qu~ Employment and Affirmative Action
               Policies.
            f.   Maintain such records as are necessary to deternline compliance with equal employment and afftrmative action obligations,
                 and making such records available to City, State and Federal authorities upon request.
                                                                        A-6
.   LOS ANGEI..ESCITY AFFmMATIVE ACTION MANDATORY PROVISIONS
"

    4     The contractor shall make a good faith effort with respect to apprenticeship and training program to:
          a. Recruit and refer minority, women and other employees to such programs;
          b. Establish training programs within the company and/or its association that will prepare minority , women and other
             employees for advancement opportunities.
          c. Abide by. ~e requirements of the Labor Code of the State of California with respect to the provision of apprenticeship job
               opportumtles.
    5.    The contractor shall establish written company policies, rules, and procedures which shall be encompassed in a company-wide
          Affirmative Action Plan for all its operations and contracts. Said policies shall be provided to all employees, subcontractors,
          vendors, unions and all others with whom the contractor may become involved in fulfilling any of its contracts. The
          company's Affirmative Action Plan shall encompass the requirements contained herein as a minimum and shall be submitted
          with its bid to the appropriate awarding authority of the City and to the Office of Contract Compliance of the City .


    6     Where problems are exQerienced by the contractor in complying with its obligations pursuant to this section, the contractor
          shall document its good faith effort to comply with the requIrements by the following procedure. The contractor shall state:
          a.    What steps were taken, how and on what date.
          b.    To whom those efforts were directed.
          c.    The responses received, from whom and when.
          d.    What other steps were taken or will be taken to comply and when.
          e.    Why the contractor has been or will be unable to comply.


    7.    The contractor shall complete and fue, and require each of its known subcontractors to complete and file with the
          contractor's b id for the suDject project an acceptable Affirmative Action Plan.


    8     The contractor shall submit and require each of its subcontractors to submit an Ethnic Composition of the Company's Total
          Work Force (by employees) prior to the date of award of the contract.


    9     No contract shall be executed until the appropriate awarding authority of the City of Los Angeles, and the Federal funding
          agency (if Federal funds are involved), has detennined in writing that such contractor has executed and filed with the
          awarding authority and the City Office of Contract Compliance the required Afflnnativt Action Plan.


    10. It shall be no excuse that the union with which the contractor has a collective bargaining agreement providing for referral,
          exclusive or otherwise, failed to refer minority, women or other employees.


          Subject to this subsection the contractor shall execute such further forms and documentation at such times and as may be
          required by the appropriate awarding authority of the City of Los Angeles .


    12    Where the contractor has failed to comply            with the requirements   contained   in this section, any and all sanctions allowed by
          law may be imposed upon the contractor .


    13, The Office of Contract Compliance within the Department of Public Works shall be re~onsible for administering the City's
        Contract Compliance Program in the manner described in Sections 22.359 through 22.359.5 of this Code.


    14. All contractors subject to the provisions of this section shall include a like provision in all subcontracts awarded for work to be
        performed under the contract with the City and shall impose the same obligations, including but not limited to fili~g an.d
        reporting obligations, o~ the subcon~ractors ~ are applicable to th.e contractor. F.ailu.reof the con~actor to comply With thlS
        requir~r:nent or to obtaIn the ~OmplIance of Its sub.contra.ctorsWIth ~I ~uch obIIga!IO~ shall subject the c,ontractor to ~e
        imposItIOn
        the City. of any and all sanctIons allowed by law, mcludmg but not l1ffi1tedto termmatIon of the contractor s contract WIth
                                                                                                              ,

    By its execution hereof, the contractor accepts and submits the foregoing as its Affirmative Action Plan.




                                     Officer's Signature                                                Date




                         Officers   Name and Title (Type or Print)                                      Firm Name

    Form No. AA001 (7/6/00)                                                A-7
                   DEPARTMENT OF WATER AND POWER
                   CORPORATE PURCHASING SERVICES


    Instructions to Complete and Submit the Service Contract
    Worker Retention & Living Wage Ordinance (LWO) Forms:

    NOTE: LWO Forms must be completed by Successful Bidder Only.

            • Employee Information (Form CAO/LW-6)
              Submit within 10 days following award date of contract

            • Subcontractor Information (Form CAO/LW-18)
              Submit within 10 days following award date of contract, if applicable

            • Living Wage Ordinance Application for Non-Coverage or
              Exemption (Form CAO/LW-2)
              Submit only if expressly covered under the Living Wage Ordinance
              Statutory Exemptions

            • Return Address: Director of Corporate Purchasing Services
                               Department of Water & Power
                              111 N. Hope Street, Room 1114
                              Los Angeles, CA 90012-2694
                              P.O. BOX 51111
                             Los Angeles, CA 90051-0100
                             Attention: Living Wage Coordinator




Adminpur:LivingWageRevProcedureJan03
         Instructiontobidders012903
                                                   City of Los Angeles
                                   Office of the City Administrative Officer
                                       Contractor Enforcement Section
                         200 North Main Street, Room 1240 - Los Angeles, CA 90012
                                Phone: (213) 978-7650 B Fax: (213) 978-7616

Name of Prime Contractor:___________________________________________________________

Company Phone Number: _________________________ Contact Person: ____________________

Awarding City Department:                                               Contract Number:

A contractor is required to provide to the Office of the City Administrative Officer a list of all
subcontractors working under the agreement within 10 days of execution. Attach additional
sheets as needed.

       I have no subcontractors working on this City contract.

                                     SUBCONTRACTOR INFORMATION FORM

 Subcontractor:                                                                    Phone Number:

 Address:                                                                          Contract Term:

 Contact person:                                                                   Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                      Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?              Yes ________     No _______


 Subcontractor:                                                                    Phone Number:

 Address:                                                                          Contract Term:

 Contact person:                                                                   Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                      Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?              Yes ________     No _______


 Subcontractor:                                                                    Phone Number:

 Address:                                                                          Contract Term:

 Contact person:                                                                   Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                      Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?              Yes ________     No _______




Form CAO/LW-18, Rev. 12/31/02
SUBCONTRACTOR INFORMATION (cont.)                                                                            Page ___ of ____

Company Name: ____________________________            Contract No.                 City Department:


 Subcontractor:                                                                             Phone Number:

 Address:                                                                                   Contract Term:

 Contact person:                                                                            Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                               Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?                       Yes ________     No _______


 Subcontractor:                                                                             Phone Number:

 Address:                                                                                   Contract Term:

 Contact person:                                                                            Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                               Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?                       Yes ________     No _______


 Subcontractor:                                                                             Phone Number:

 Address:                                                                                   Contract Term:

 Contact person:                                                                            Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                               Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?                       Yes ________     No _______


 Subcontractor:                                                                             Phone Number:

 Address:                                                                                   Contract Term:

 Contact person:                                                                            Dollar Amount:

 Purpose of Agreement:

 Is this subcontractor organized under IRS section 501(c)(3)?                               Yes ________     No _______

 Is this subcontractor a one-person contractor, employing no workers?                       Yes ________     No _______




_________________________________________________                    ____________________________________________________
Print Name of Person Completing This Form                            Signature of Person Completing This Form

_________________________________________________                    ____________________________________________________
Date                                                                 Title




Form CAO/LW-18, Rev. 12/31/02
                                                                                                             LWO EXEMPTION
                                                  CITY OF LOS ANGELES
                                          Office of the City Administrative Officer
                                 200 North Main Street, Room 1240, Los Angeles, CA 90012
                                        Phone: (213) 978-7650 - Fax: (213) 978-7616
                                       www.lacity.org/cao/Contractor_Enforcement
                LIVING WAGE ORDINANCE APPLICATION FOR NON-COVERAGE OR EXEMPTION
Los Angeles Administrative Code 10.37, the Living Wage Ordinance (LWO), presumes all City contractors (including service
contractors, subcontractors, financial assistance recipients, lessees, licensees, sublessees and sublicensees) are subject to the
LWO unless an exemption applies. Contractors may submit this form with their bid or proposal to apply for exemption. City
departments may also use this form. Applications must be approved by the City Administrative Officer (CAO) to be valid.
SECTION 1: CONTRACTOR INFORMATION
Company Name:                                                                      Contact Person:
Company Address:
City:                                          State:              Zip:                      Phone:

SECTION 2: DEPARTMENT AND CONTRACT INFORMATION
Department Awarding Contract:                                             Contract # (if any):
Name of Department Contact:                                               Department Phone:
Contract Amount:      $                           Start Date:                                    End Date:
Purpose/ Service Provided:
SECTION 3: EXEMPTION BASIS. Check one of the exemptions below and submit supporting documentation as requested.
___ 501(c)(3) Non-Profits (LAAC 10.37.1(g)): Contractors must meet both of the following requirements: (a) be organized under
    IRS Code, Section 501(c)(3); (b) the highest paid employee’s hourly wage rate must be less than eight times the hourly
    wage rate of the lowest paid worker in the corporation. The exemption is applicable as to all employees, except child care
    workers. Attach a copy of the IRS 501(c)(3) Exemption Letter and fill in the information below:
    • Hourly wage of the highest paid employee in the corporation: $ __________
    • Hourly wage of the lowest paid employee in the corporation $:___________
    • IRS 501(c)(3) No:______________________________________________ (Attach copy of IRS 501(c)(3) letter.)
___ One person contractors (LAAC 10.37.1(f)): By signing below, you certify under penalty of perjury that you are a one-
    person contractor with no employees. If you have employees in the future, you must comply with the Ordinance.
___ Collective Bargaining Agreements (LAAC 10.37.11): Contractors who are party to a collective bargaining agreement
    (CBA) which contains language that the CBA shall supersede the LWO may receive an exemption as to the employees
    covered under the CBA. A copy of the CBA or letter from the union must be submitted with this application.
___ City Financial assistance recipient (LAAC 10.37.1(c)): For City departments only - Awarding departments must enter
    information below and submit loan documents to verify amounts indicated. Section 4 not required.
      Amount of grant/loan: $                                      Duration/Term of Loan: _______ Yrs. and ______Mos.
      Interest Rate Under Loan Agreement:                     % Applicable Federal Rate (AFR):                     %
      Annual Interest Payment at City Interest Rate: $       (A) Annual Interest Payment Under AFR: $             (B)
      Amount of Annual Financial Assistance ( B – A): $
    ___ If other basis exists under LAAC 10.37.1(c), awarding departments must attach explanatory memo.
___ Occupational License (LAAC 10.37.1(f)): Only the individual employees required to possess an occupational license to
    provide services to or for the City are exempt. A listing of the employees and copies of their occupational licenses
    must be submitted with this application.
___ Business Improvement District (BID) Agreements (LWO Reg. #11): For City departments only - Service contracts
    funded by the BID’s assessment monies. Awarding departments must submit an explanatory memo. Section 4 not required.
___ Other: Cite LWO code section: _____________________________. Refer to list of LWO Statutory Exemptions for complete
    listing of exemptions and documents required to be submitted.
SECTION 4: CONTRACTOR CERTIFICATION: By signing, the contractor certifies under penalty of perjury that the information
submitted in support of this application is true and correct to the best of the contractor’s knowledge.


Name of Signatory                       Signature                                    Title                        Date
Any approval of this application exempts only the listed contractor from the LWO during the performance of this
contract. A subcontractor performing work on this contract is not exempt unless the Office of the City Administrative
Officer has approved a separate exemption for the individual subcontractor.
                                                        FOR CAO USE ONLY
 Approved / Not Approved - Reason:_____________________ By CAO Analyst: ______________________________ Date: _________

Form CAO/LW-2, Rev. 1/7/03
                          LIVING WAGE ORDINANCE STATUTORY EXEMPTIONS
Applications for Exemption and other Living Wage Ordinance (LWO) forms are available from the Office of the City
Administrative Officer, Contractor Enforcement Section webpage at www.lacity.org/cao/Contractor_Enforcement.

1. Service contract or Authority for Expenditure that is less than 3 months or $25,000 or less, LAAC 10.37.1(j).
   Examples: Service contract for 6 months and $12,000; AFE for $20,000.

2. Contract for purchase of goods, property, or the leasing of property (with City as lessee), LAAC 10.37.1(j).
   Examples: Contract to purchase equipment and office supplies; lease space occupied by City departments.

3. Construction contracts, not conforming to the definition of a service contract, LAAC 10.37.1(j).
   Examples: Construction of buildings and infrastructure.

4. Employees required to possess an occupational license, LAAC 10.37.1(f).
   Examples: Crane inspector certification pursuant to California Labor Code Sections 7375 – 7380; hazardous waste
   inspector.
   Only the individual employees who are required to possess an occupational license to provide services to or for the
   City are exempt under LAAC 10.37.1(f).

5. Contractors who are party to a collective bargaining agreement (CBA) which contains language that the CBA
   shall supersede the LWO, LAAC 10.37.11. A copy of the CBA or a letter from the union is required to verify that
   the LWO has been superseded.
   Example: Labor agreement between parking contractor and a labor union with provision that wages and benefits in
   collective bargaining agreement shall supersede LWO.

6. Financial assistance recipient, LAAC 10.37.1(c):
   (a)    Below $1,000,000 assistance in 12 months.
   (b)    Assistance of less than $100,000 per year on a continuing basis.
   (c)    In its first year of operation.
   (d)    For other than economic development or job growth.
   (e)    Employing the long-term unemployed or providing trainee positions intended to prepare employees for
          permanent positions, and whom claim that compliance with LWO would cause an economic hardship may
          apply in writing to awarding authority. Waiver requires Council approval.

7. Employers (contractors, subcontractors, financial assistance recipients) organized under IRS Code, Section
   501(c)(3) where the hourly wage rate of the corporation’s highest paid employee is less than eight times the
   hourly wage rate of the corporation’s lowest paid worker, shall be exempt as to all employees, except child
   care workers, LAAC 10.37.1(g). A copy of the IRS 501(c)(3) Exemption Letter will be required.
   Example: L.A. Conservation Corps.

8. Small Business Exemptions for Public Lessees and Licensees, LAAC 10.37.1(i):
   (a)    Public lessee or licensee who: (1) employs no more than a total of seven employees; and (2) has annual
          gross revenues of less than $371,315 (adjusted July 1, 2002). This applies only to contracts executed after
          February 24, 2001, and to amendments executed after February 24, 2001 that add monies or extend term.
   (b)        Public lessee or licensee who: (1) employs no more than a total of seven employees; and (2) has
          annual gross revenues of less than $220,099 (adjusted July 1, 2002). This applies only to contracts
          executed between January 14, 1999 – February 23, 2001, and to amendments executed between January
          14, 1999 – February 23, 2001 that add monies or extend term.
   Use the Application for “Small Business” Exemption (Form CAO/LW-20) and submit the application with the
   documents requested on that form.
   Examples: Concessionaires at golf courses or Olvera Street.

9. One person contractors, lessees, licensees or financial assistance recipients who employ no workers, LAAC
   10.37.1(f).

10. Business Improvement Districts (BIDs), with assessment monies as source of funds for service contracts, Reg.
    11.

11. Other governmental entity (i.e. U.S. Customs, LA County, UCLA, CRA).


Form CAO/LW-10, Rev. 10/08/02
                          LIVING WAGE ORDINANCE STATUTORY EXEMPTIONS
Applications for Exemption and other Living Wage Ordinance (LWO) forms are available from the Office of the City
Administrative Officer, Contractor Enforcement Section webpage at www.lacity.org/cao/Contractor_Enforcement.

1. Service contract or Authority for Expenditure that is less than 3 months or $25,000 or less, LAAC 10.37.1(j).
   Examples: Service contract for 6 months and $12,000; AFE for $20,000.

2. Contract for purchase of goods, property, or the leasing of property (with City as lessee), LAAC 10.37.1(j).
   Examples: Contract to purchase equipment and office supplies; lease space occupied by City departments.

3. Construction contracts, not conforming to the definition of a service contract, LAAC 10.37.1(j).
   Examples: Construction of buildings and infrastructure.

4. Employees required to possess an occupational license, LAAC 10.37.1(f).
   Examples: Crane inspector certification pursuant to California Labor Code Sections 7375 – 7380; hazardous waste
   inspector.
   Only the individual employees who are required to possess an occupational license to provide services to or for the
   City are exempt under LAAC 10.37.1(f).

5. Contractors who are party to a collective bargaining agreement (CBA) which contains language that the CBA
   shall supersede the LWO, LAAC 10.37.11. A copy of the CBA or a letter from the union is required to verify that
   the LWO has been superseded.
   Example: Labor agreement between parking contractor and a labor union with provision that wages and benefits in
   collective bargaining agreement shall supersede LWO.

6. Financial assistance recipient, LAAC 10.37.1(c):
   (a)    Below $1,000,000 assistance in 12 months.
   (b)    Assistance of less than $100,000 per year on a continuing basis.
   (c)    In its first year of operation.
   (d)    For other than economic development or job growth.
   (e)    Employing the long-term unemployed or providing trainee positions intended to prepare employees for
          permanent positions, and whom claim that compliance with LWO would cause an economic hardship may
          apply in writing to awarding authority. Waiver requires Council approval.

7. Employers (contractors, subcontractors, financial assistance recipients) organized under IRS Code, Section
   501(c)(3) where the hourly wage rate of the corporation’s highest paid employee is less than eight times the
   hourly wage rate of the corporation’s lowest paid worker, shall be exempt as to all employees, except child
   care workers, LAAC 10.37.1(g). A copy of the IRS 501(c)(3) Exemption Letter will be required.
   Example: L.A. Conservation Corps.

8. Small Business Exemptions for Public Lessees and Licensees, LAAC 10.37.1(i):
   (a)    Public lessee or licensee who: (1) employs no more than a total of seven employees; and (2) has annual
          gross revenues of less than $371,315 (adjusted July 1, 2002). This applies only to contracts executed after
          February 24, 2001, and to amendments executed after February 24, 2001 that add monies or extend term.
   (b)    Public lessee or licensee who: (1) employs no more than a total of seven employees; and (2) has annual
          gross revenues of less than $220,099 (adjusted July 1, 2002). This applies only to contracts executed
          between January 14, 1999 – February 23, 2001, and to amendments executed between January 14, 1999 –
          February 23, 2001 that add monies or extend term.
   Use the Application for “Small Business” Exemption (Form CAO/LW-20) and submit the application with the
   documents requested on that form.
   Examples: Concessionaires at golf courses or Olvera Street.

9. One person contractors, lessees, licensees or financial assistance recipients who employ no workers, LAAC
   10.37.1(f).

10. Business Improvement Districts (BIDs), with assessment monies as source of funds for service contracts, Reg.
    11.

11. Other governmental entity (i.e. U.S. Customs, LA County, UCLA, CRA).


Form CAO/LW-10, Rev. 10/08/02
                               City of Los Angeles
                         Department of Water and Power
CERTIFICATION OF COMPLIANCE WITH CHILD SUPPORT
                  OBLIGATIONS
            This document must be returned with the Proposal/Bid Response

The Undersigned hereby agrees that ____________________________________ will:
                                                Name of Business

1. Fully comply with all applicable State and Federal employment reporting
   requirements for its employees.

2. Fully comply with and implement all lawfully served Wages and Earnings
   Assignment Orders and Notices of Assignment.

3. Certify that the principal owner(s) of the business are in compliance with any Wage
   and Earnings Assignment Orders and Notices of Assignment applicable to them
   personally.

4. Certify that the business will maintain compliance with Child Support Obligations
   Ordinance provisions.

I declare under penalty of perjury that the foregoing is true and was executed at:


                                      City/County/State


                                              Date
                   Please check if company has already submitted to DWP
                   certification relative to Child Support Obligations Ordinance.


Name of Business                      Address



Signature of Authorized Officer or Representative                    Print Name



Title                                                        Telephone Number
Form
(Rev. January 2003)
                                       W-9                                          Request for Taxpayer                                                      Give form to the
                                                                                                                                                              requester. Do not
Department of the Treasury
                                                                          Identification Number and Certification                                             send to the IRS.
Internal Revenue Service
                                       Name
See Specific Instructions on page 2.




                                       Business name, if different from above
           Print or type




                                                                     Individual/                                                                                Exempt from backup
                                       Check appropriate box:        Sole proprietor     Corporation       Partnership   Other                                  withholding
                                       Address (number, street, and apt. or suite no.)                                            Requester’s name and address (optional)


                                       City, state, and ZIP code


                                       List account number(s) here (optional)


      Part I                                  Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN).                                           Social security number
However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on                                                    –          –
page 3. For other entities, it is your employer identification number (EIN). If you do not have a number,
see How to get a TIN on page 3.                                                                                                                                or
Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose number                                        Employer identification number
to enter.                                                                                                                                           –
      Part II                                 Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
   Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
   notified me that I am no longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)

Sign                                       Signature of
Here                                       U.S. person                                                                           Date

Purpose of Form                                                                                              Nonresident alien who becomes a resident alien.
                                                                                                             Generally, only a nonresident alien individual may use the
A person who is required to file an information return with                                                  terms of a tax treaty to reduce or eliminate U.S. tax on
the IRS, must obtain your correct taxpayer identification                                                    certain types of income. However, most tax treaties contain a
number (TIN) to report, for example, income paid to you, real                                                provision known as a “saving clause.” Exceptions specified
estate transactions, mortgage interest you paid, acquisition                                                 in the saving clause may permit an exemption from tax to
or abandonment of secured property, cancellation of debt, or                                                 continue for certain types of income even after the recipient
contributions you made to an IRA.                                                                            has otherwise become a U.S. resident alien for tax purposes.
U.S. person. Use Form W-9 only if you are a U.S. person                                                         If you are a U.S. resident alien who is relying on an
(including a resident alien), to provide your correct TIN to the                                             exception contained in the saving clause of a tax treaty to
person requesting it (the requester) and, when applicable, to:                                               claim an exemption from U.S. tax on certain types of income,
   1. Certify that the TIN you are giving is correct (or you are                                             you must attach a statement that specifies the following five
waiting for a number to be issued),                                                                          items:
   2. Certify that you are not subject to backup withholding,                                                   1. The treaty country. Generally, this must be the same
or                                                                                                           treaty under which you claimed exemption from tax as a
   3. Claim exemption from backup withholding if you are a                                                   nonresident alien.
U.S. exempt payee.                                                                                              2. The treaty article addressing the income.
   Note: If a requester gives you a for m other than Form W-9                                                   3. The article number (or location) in the tax treaty that
to request your TIN, you must use the requester’s form if it is                                              contains the saving clause and its exceptions.
substantially similar to this For m W-9.                                                                        4. The type and amount of income that qualifies for the
Foreign person. If you are a foreign person, use the                                                         exemption from tax.
appropriate Form W-8 (see Pub. 515, Withholding of Tax on                                                       5. Sufficient facts to justify the exemption from tax under
Nonresident Aliens and Foreign Entities).                                                                    the terms of the treaty article.
                                                                                                   Cat. No. 10231X                                           Form   W-9     (Rev. 1-2003)
Form W-9 (Rev. 1-2003)                                                                                                       Page   2
Example. Article 20 of the U.S.-China income tax treaty            Specific Instructions
allows an exemption from tax for scholarship income
received by a Chinese student temporarily present in the
United States. Under U.S. law, this student will become a          Name
resident alien for tax purposes if his or her stay in the United   If you are an individual, you must generally enter the name
States exceeds 5 calendar years. However, paragraph 2 of           shown on your social security card. However, if you have
the first Protocol to the U.S.-China treaty (dated April 30,       changed your last name, for instance, due to marriage
1984) allows the provisions of Article 20 to continue to apply     without informing the Social Security Administration of the
even after the Chinese student becomes a resident alien of         name change, enter your first name, the last name shown on
the United States. A Chinese student who qualifies for this        your social security card, and your new last name.
exception (under paragraph 2 of the first protocol) and is            If the account is in joint names, list first, and then circle,
relying on this exception to claim an exemption from tax on        the name of the person or entity whose number you entered
his or her scholarship or fellowship income would attach to        in Part I of the form.
Form W-9 a statement that includes the information
                                                                   Sole proprietor. Enter your individual name as shown on
described above to support that exemption.
                                                                   your social security card on the “Name” line. You may enter
   If you are a nonresident alien or a foreign entity not          your business, trade, or “doing business as (DBA)” name on
subject to backup withholding, give the requester the              the “Business name” line.
appropriate completed Form W-8.                                    Limited liability company (LLC). If you are a single-member
What is backup withholding? Persons making certain                 LLC (including a foreign LLC with a domestic owner) that is
payments to you must under certain conditions withhold and         disregarded as an entity separate from its owner under
pay to the IRS 30% of such payments (29% after December            Treasury regulations section 301.7701-3, enter the owner’s
31, 2003; 28% after December 31, 2005). This is called             name on the “Name” line. Enter the LLC’s name on the
“backup withholding.” Payments that may be subject to              “Business name” line.
backup withholding include interest, dividends, broker and         Other entities. Enter your business name as shown on
barter exchange transactions, rents, royalties, nonemployee        required Federal tax documents on the “Name” line. This
pay, and certain payments from fishing boat operators. Real        name should match the name shown on the charter or other
estate transactions are not subject to backup withholding.         legal document creating the entity. You may enter any
   You will not be subject to backup withholding on payments       business, trade, or DBA name on the “Business name” line.
you receive if you give the requester your correct TIN, make       Note: You are requested to check the appropriate box for
the proper certifications, and report all your taxable interest    your status (individual/sole proprietor, corporation, etc. ).
and dividends on your tax return.
Payments you receive will be subject to backup                     Exempt From Backup Withholding
withholding if:
                                                                   If you are exempt, enter your name as described above and
   1. You do not furnish your TIN to the requester, or             check the appropriate box for your status, then check the
   2. You do not certify your TIN when required (see the Part      “Exempt from backup withholding” box in the line following
II instructions on page 4 for details), or                         the business name, sign and date the form.
   3. The IRS tells the requester that you furnished an               Generally, individuals (including sole proprietors) are not
incorrect TIN, or                                                  exempt from backup withholding. Corporations are exempt
                                                                   from backup withholding for certain payments, such as
   4. The IRS tells you that you are subject to backup             interest and dividends.
withholding because you did not report all your interest and
                                                                   Note: If you are exempt from backup withholding, you should
dividends on your tax return (for reportable interest and
                                                                   still complete this form to avoid possible erroneous backup
dividends only), or
                                                                   withholding.
   5. You do not certify to the requester that you are not         Exempt payees. Backup withholding is not required on any
subject to backup withholding under 4 above (for reportable        payments made to the following payees:
interest and dividend accounts opened after 1983 only).               1. An organization exempt from tax under section 501(a),
   Certain payees and payments are exempt from backup              any IRA, or a custodial account under section 403(b)(7) if the
withholding. See the instructions below and the separate           account satisfies the requirements of section 401(f)(2);
Instructions for the Requester of Form W-9.                           2. The United States or any of its agencies or
                                                                   instrumentalities;
Penalties                                                             3. A state, the District of Columbia, a possession of the
Failure to furnish TIN. If you fail to furnish your correct TIN    United States, or any of their political subdivisions or
to a requester, you are subject to a penalty of $50 for each       instrumentalities;
such failure unless your failure is due to reasonable cause           4. A foreign government or any of its political subdivisions,
and not to willful neglect.                                        agencies, or instrumentalities; or
Civil penalty for false information with respect to                   5. An international organization or any of its agencies or
withholding. If you make a false statement with no                 instrumentalities.
reasonable basis that results in no backup withholding, you           Other payees that may be exempt from backup
are subject to a $500 penalty.                                     withholding include:
Criminal penalty for falsifying information. Willfully                6. A corporation;
falsifying certifications or affirmations may subject you to
                                                                      7. A foreign central bank of issue;
criminal penalties including fines and/or imprisonment.
                                                                      8. A dealer in securities or commodities required to register
Misuse of TINs. If the requester discloses or uses TINs in
                                                                   in the United States, the District of Columbia, or a
violation of Federal law, the requester may be subject to civil
                                                                   possession of the United States;
and criminal penalties.
Form W-9 (Rev. 1-2003)                                                                                                                   Page   3

  9. A futures commission merchant registered with the                          Part I. Taxpayer Identification
Commodity Futures Trading Commission;
                                                                                Number (TIN)
  10. A real estate investment trust;
                                                                                Enter your TIN in the appropriate box. If you are a resident
  11. An entity registered at all times during the tax year                     alien and you do not have and are not eligible to get an
under the Investment Company Act of 1940;                                       SSN, your TIN is your IRS individual taxpayer identification
  12. A common trust fund operated by a bank under                              number (ITIN). Enter it in the social security number box. If
section 584(a);                                                                 you do not have an ITIN, see How to get a TIN below.
  13. A financial institution;                                                    If you are a sole proprietor and you have an EIN, you may
                                                                                enter either your SSN or EIN. However, the IRS prefers that
  14. A middleman known in the investment community as a                        you use your SSN.
nominee or custodian; or
                                                                                  If you are a single-owner LLC that is disregarded as an
  15. A trust exempt from tax under section 664 or                              entity separate from its owner (see Limited liability
described in section 4947.                                                      company (LLC) on page 2), enter your SSN (or EIN, if you
  The chart below shows types of payments that may be                           have one). If the LLC is a corporation, partnership, etc., enter
exempt from backup withholding. The chart applies to the                        the entity’s EIN.
exempt recipients listed above, 1 through 15.                                   Note: See the chart on page 4 for further clarification of
If the payment is for . . .              THEN the payment is exempt
                                                                                name and TIN combinations.
                                         for . . .                              How to get a TIN. If you do not have a TIN, apply for one
                                                                                immediately. To apply for an SSN, get Form SS-5,
Interest and dividend payments           All exempt recipients except           Application for a Social Security Card, from your local Social
                                         for 9                                  Security Administration office or get this form on-line at
                                                                                www.ssa.gov/online/ss5.html. You may also get this form
Broker transactions                      Exempt recipients 1 through 13.        by calling 1-800-772-1213. Use Form W-7, Application for
                                         Also, a person registered under        IRS Individual Taxpayer Identification Number, to apply for an
                                         the Investment Advisers Act of         ITIN, or Form SS-4, Application for Employer Identification
                                         1940 who regularly acts as a
                                                                                Number, to apply for an EIN. You can get Forms W-7 and
                                         broker
                                                                                SS-4 from the IRS by calling 1-800-TAX-FORM
Barter exchange transactions             Exempt recipients 1 through 5          (1-800-829-3676) or from the IRS Web Site at www.irs.gov.
and patronage dividends                                                           If you are asked to complete Form W-9 but do not have a
                                                                                TIN, write “Applied For” in the space for the TIN, sign and
Payments over $600 required              Generally, exempt recipients           date the form, and give it to the requester. For interest and
to be reported and direct                1 through 7 2                          dividend payments, and certain payments made with respect
sales over $5,000 1                                                             to readily tradable instruments, generally you will have 60
1
                                                                                days to get a TIN and give it to the requester before you are
    See Form 1099-MISC, Miscellaneous Income, and its instructions.
2
                                                                                subject to backup withholding on payments. The 60-day rule
 However, the following payments made to a corporation (including gross         does not apply to other types of payments. You will be
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from backup
                                                                                subject to backup withholding on all such payments until you
withholding: medical and health care payments, attorneys’ fees; and payments    provide your TIN to the requester.
for services paid by a Federal executive agency.                                Note: Writing “Applied For” means that you have already
                                                                                applied for a TIN or that you intend to apply for one soon.
                                                                                Caution: A disregarded domestic entity that has a foreign
                                                                                owner must use the appropriate Form W-8.
Form W-9 (Rev. 1-2003)                                                                                                                           Page     4
Part II. Certification                                                What Name and Number To Give the
To establish to the withholding agent that you are a U.S.             Requester
person, or resident alien, sign Form W-9. You may be
                                                                      For this type of account:                   Give name and SSN of:
requested to sign by the withholding agent even if items 1, 3,
and 5 below indicate otherwise.                                           1. Individual                           The individual
  For a joint account, only the person whose TIN is shown in              2. Two or more individuals (joint       The actual owner of the account
Part I should sign (when required). Exempt recipients, see                   account)                             or, if combined funds, the first
Exempt from backup withholding on page 2.                                                                         individual on the account 1
Signature requirements. Complete the certification as                     3. Custodian account of a minor         The minor 2
indicated in 1 through 5 below.                                              (Uniform Gift to Minors Act)
                                                                                                                                             1
                                                                          4. a. The usual revocable               The grantor-trustee
  1. Interest, dividend, and barter exchange accounts                           savings trust (grantor is
opened before 1984 and broker accounts considered                               also trustee)
active during 1983. You must give your correct TIN, but you                  b. So-called trust account           The actual owner       1
do not have to sign the certification.                                          that is not a legal or valid
  2. Interest, dividend, broker, and barter exchange                            trust under state law
accounts opened after 1983 and broker accounts                            5. Sole proprietorship or               The owner      3

considered inactive during 1983. You must sign the                           single-owner LLC
certification or backup withholding will apply. If you are            For this type of account:                  Give name and EIN of:
subject to backup withholding and you are merely providing
                                                                                                                                 3
your correct TIN to the requester, you must cross out item 2              6. Sole proprietorship or               The owner
in the certification before signing the form.                                single-owner LLC
                                                                                                                                     4
  3. Real estate transactions. You must sign the                          7. A valid trust, estate, or            Legal entity
certification. You may cross out item 2 of the certification.                pension trust
  4. Other payments. You must give your correct TIN, but                  8. Corporate or LLC electing            The corporation
you do not have to sign the certification unless you have                    corporate status on Form
been notified that you have previously given an incorrect TIN.               8832
“Other payments” include payments made in the course of
the requester’s trade or business for rents, royalties, goods             9. Association, club, religious,        The organization
(other than bills for merchandise), medical and health care                  charitable, educational, or
services (including payments to corporations), payments to a                 other tax-exempt organization
nonemployee for services, payments to certain fishing boat
                                                                     10. Partnership or multi-member              The partnership
crew members and fishermen, and gross proceeds paid to                   LLC
attorneys (including payments to corporations).
  5. Mortgage interest paid by you, acquisition or                   11. A broker or registered                   The broker or nominee
abandonment of secured property, cancellation of debt,                   nominee
qualified tuition program payments (under section 529),              12. Account with the Department              The public entity
IRA or Archer MSA contributions or distributions, and                    of Agriculture in the name of
pension distributions. You must give your correct TIN, but               a public entity (such as a
you do not have to sign the certification.                               state or local government,
                                                                         school district, or prison) that
                                                                         receives agricultural program
                                                                         payments
                                                                      1
                                                                       List first and circle the name of the person whose number you furnish. If only
                                                                      one person on a joint account has an SSN, that person’s number must be
                                                                      furnished.
                                                                      2
                                                                          Circle the minor’s name and furnish the minor’s SSN.
                                                                      3
                                                                       You must show your individual name, but you may also enter your
                                                                      business or “DBA” name. You may use either your SSN or EIN (if you have
                                                                      one).
                                                                      4
                                                                       List first and circle the name of the legal trust, estate, or pension trust. (Do
                                                                      not furnish the TIN of the personal representative or trustee unless the legal
                                                                      entity itself is not designated in the account title.)
                                                                      Note: If no name is circled when more than one name is
                                                                      listed, the number will be considered to be that of the first
                                                                      name listed.


Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns
with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information
to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their
tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism.
  You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable
interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.
                                    CITY OF LOS ANGELES
ANTOINETTE CHRISTOVALE                            CALIFORNIA                               OFFICE OF FINANCE
    DIRECTOR OF FINANCE                                                                  201 N. MAIN STREET, ROOM 101
                                                                                             LOS ANGELES, CA 90012




                                                 JAMES K. HAHN
                                                    MAYOR

                                           IMPORTANT NOTICE

  Dear City of Los Angeles Vendor:

  Re:     Tax Registration Certificate (TRC) and/or Vendor Registration Number (VRN)

  On October 14, 1987, the City of Los Angeles Controller’s Office implemented a program designed to
  ensure that all businesses (hereafter referred to as vendors), who contract to provide goods or services to
  the City, have fully complied with all business tax requirements. As such, each vendor must provide the
  Controller’s Office with a registration account number issued by the Los Angeles Office of Finance, prior
  to being paid for any goods or services provided.

  The Office of Finance’s Tax and Permit Division is responsible for the collection of various taxes, fees, and
  charges as required under the Los Angeles Municipal Code. Section 21.03 L.A.M.C. (Imposition of Tax)
  requires persons engaged in any business or occupation within the City of Los Angeles to register and pay
  the required tax due. Businesses, including vendors, owing a business tax are issued a Tax Registration
  Certificate (TRC). However, in some cases businesses are not required to pay a business tax, depending on
  the nature and location of that business. In those cases, the vendor is issued a Vendor Registration Number
  (VRN). In order to be paid under contract with the City, a Tax Registration Certificate Number (TRC) or
  Vendor Registration Number (VRN) must be provided to the Controller’s Office.

  In order to obtain the required registration number, please complete and return the enclosed application
  (Exhibit A), along with the appropriate attachments, based on your business activity. Applications are
  reviewed by Tax and Permit Division personnel and the appropriate registration number will be issued. An
  annual business tax is due upon issuance of a Tax Registration Certificate Number (TRC). All Vendor
  Registration Numbers (VRN) will be reviewed on an annual basis.

  Additionally, non-profit organizations may apply for an exempt Tax Registration Certificate. Applications
  for exemption of City of Los Angeles business tax are reviewed by the Office of Finance, Tax & Permit
  Division and/or the Los Angeles Police Department, Commission Investigation Division, Charitable
  Services Unit to determine if an exemption should be granted. The determination is generally completed in
  approximately thirty (30) days from the date all required documentation is submitted.

  If you require non-profit tax exemption information, please contact the Utility Users Tax Exemption Unit at
  (213) 368-7100, or if you have questions regarding Vendor Registration, please contact the Tax
  Classification, Mail-In Unit at (213) 978-1521.

  Enclosures                                                                         (Revised 06/01)




  Wpa#A3:vrnAPPL              AN EQUAL OPPORTUNITY – AFFIRMATIVE ACTION EMPLOYER
                                         Office of Finance

                               Tax and Permit Division (Main Office)


                                               City Hall
                                         201 North Main Street
                                              Room 101
                                        Los Angeles, CA 90012
                                            (213) 978-1521

                                      Hours: 8:00 a.m. – 5:00 p.m.
                                           Monday – Friday


BRANCH OFFICES                       TELEPHONE NUMBERS                     HOURS

Van Nuys Civic Center                    (818) 756-8531              Monday – Friday
14401 Erwin Street Mall                                              8:00 a.m. – 5:00 p.m.

West Los Angeles                          (31) 575-8888              Monday – Friday
1828 Sawtelle Bl., Room 102                                          8:00 a.m. – 5:00 p.m.

Hollywood                                (213) 485-3935              Monday – Friday
6501 Fountain Ave.                                                   8:00 a.m. – 5:00 p.m.

San Pedro                                (310) 732-4537              Mon. Wed. Fri.
638 S. Beacon St. Room 211                                           7:30-Noon/1-4:30 p.m.

Westchester Municipal Building           (213) 473-6750              Tues. & Thurs.
7166 W. Manchester Ave., Room 9                                      8-Noon/1-4:30 p.m.

Watts Civic Center Building              (213) 473-5109              Tues. & Thurs.
10221 Compton Ave., Room 202                                         1:00-4:30 p.m.

Figueroa Plaza Bldg. One Stop Ctr.       (213) 977-6274              Mon. Tue. Thu. Fri.
201 N. Figueroa St., 3rd Floor                                       7:30 – 4:30 p.m.
(Counter 22)                                                         Wed. 9:00 a.m.-4:30 p.m.




(Revised 6/01)                                                                   Wpa#A3:vrnAPPattach
 Appendix C
                 INFORMATION AND VENDOR QUESTIONNAIRE PACKAGE
                                   CONTENTS

EXHIBIT A            APPLICATION

EXHIBIT B            SELLING GOODS, WARES, OR MERCHANDISE AT WHOLESALE OR
                     RETAIL

EXHIBIT C            PROFESSIONAL OR OCCUPATIONAL/MISCELLANEOUS SERVICES

EXHIBIT D            CONTRACTOR

EXHIBIT E            LEASING OR RENTING TANGIBLE PERSONAL PROPERTY

EXHIBIT F            LEASING OR RENTING COMMERCIAL PROPERTY

EXHIBIT G            LEASING OR RENTING HOTEL ROOMS, APARTMENTS OR
                     RESIDENTIAL UNITS

EXHIBIT H            TRUCKING OR HAULING

EXHIBIT I            CERTIFICATION OF EXEMPTION –
                     CONSTITUTIONAL/GOVERNMENT EXEMPTIONS

EXHIBIT J            CERTIFICATE OF EXEMPTION – ONE TIME PURCHASE OVER $200

EXHIBIT K            CONDUCTING, OPERATING, OR PROMOTING ANY
                     ENTERTAINMENT, SHOW OR EXHIBITION

EXHIBIT L            CERTIFICATE OF EXEMPTION – VENDORS DEEMED CITY OF LOS
                     ANGELES EMPLOYEES




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                                                                                                                            EXHIBIT A
                         APPLICATION FOR TAX REGISTRATION CERTIFICATE OR
                                  VENDOR REGISTRATION NUMBER

In order to obtain the required Tax Registration Certificate or a Vendor Registration Number, please
complete the following information:

LEGAL NAME OF OWNER:
                                                   (Individual, Partnership, or Corporation)

BUSINESS NAME:
                                                   (DBA or Fictitious Name of Business)

BUSINESS ADDRESS:
                                                   (Do Not Use a P.O. Box)

MAILING ADDRESS:
                                                   (If Different from Business Address)

C/O:

DESCRIPTION OF BUSINESS:

BUSINESS START DATE WITHIN,
THE CITY OF LOS ANGELES:
                                                             MONTH                     DAY                 YEAR

Please circle the exhibit(s) you are submitting with EXHIBIT A:

         B       C       D     E       F      G       H      I      J       K      L

SOCIAL SECURITY NUMBER (SSN), if there                                     FEDERAL EMPLOYER IDENTIFICATION
ARE NO business related employees:                                         NUMBER (FEIN), if there ARE related
employees:
                                                                  OR

                         SSN                                                                           FEIN
NOTE: SSN/FEIN is confidential, not part of public record.

Signature:                                                        Title:

Telephone: (         )                                            Date:

Return this application and the applicable exhibits to the Tax & Permit Division, Vendor Unit, 201 N. Main St,
Room. 101, Los Angeles, California 90012.
---------------------------------------------------------------------------------------------------------------------------------------------
------

                                                     FOR OFFICE USE ONLY
                                                                                                         EXHIBIT B


        SELLING GOODS, WARES, OR MERCHANDISE AT WHOLESALE OR RETAIL


                                                                                                         YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                      ____       ____
                                                                                                         (If Yes,
                                                                                                       Answer #2)


You are engaged in business within the City of Los Angeles when, through the physical presence of yourself, your
employees, your agents, or your equipment, you carry on activities within the City of Los Angeles which are
designed to solicit, promote, stimulate, or otherwise encourage the sale of goods, wares, or merchandise seven (7) or
more days per calendar year. This includes the delivery of your merchandise within the City of Los Angeles in
vehicles owned and operated by you or your employees.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                   ____        ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                     GROSS RECEIPTS                      PAYROLL EXPENSE*


     19____                      $_______________                    $_________________

     19____                      $_______________                    $_________________

     19____                      $_______________                    $_________________

*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.



Signature                                                                 Title




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                                                                                                        EXHIBIT C


                 PROFESSIONAL OR OCCUPATIONAL/MISCELLANEOUS SERVICES


                                                                                                     YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                  ____       ____
                                                                                                    (If Yes,  (If No,
                                                                                                  Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when, through physical presence, you carry on any
trade, calling, occupation, vocation, profession or other means of livelihood, as an independent contractor, and when
the gross receipts are derived from or attributable to activities engaged in within the City of Los Angeles for seven
(7) or more days per calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                ____       ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                     GROSS RECEIPTS                      PAYROLL EXPENSE*


     20____                      $_______________                    $_________________

     19____                      $_______________                    $_________________

     19____                      $_______________                    $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.

3.      If your answer to Question No. 1 & 2 is “NO”, but you do have gross receipts derived from activities within
        the City of Los Angeles, please indicate below the nature of your activity.




Signature                                                                 Title




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                                                                                                           EXHIBIT D


                                                  CONTRACTOR

                                                                                                        YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                     ____       ____
                                                                                                       (If Yes,  (If No,
                                                                                                     Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when, as a contractor or subcontractor, you or your
employees undertake any job or project upon land located within the City of Los Angeles including the erection,
alteration, improvement, or repair of any type of structure; plumbing, plastering, sheet metal, electrical, cement or tile
work; excavating; erection of scaffolding; construction of roads, railroads, pipe lines for seven (7) or more days per
calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                   ____       ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                     GROSS RECEIPTS                        PAYROLL EXPENSE*


     20____                      $_______________                      $_________________

     19____                      $_______________                      $_________________

     19____                      $_______________                      $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.

3.      If your answer to Question No. 1 & 2 is “NO”, but you do have contracts with the City of Los Angeles,
        please provide the Los Angeles City job site addresses below.




Signature                                                                   Title




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                                                                                                          EXHIBIT E


                     LEASING OR RENTING TANGIBLE PERSONAL PROPERTY



                                                                                                      YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                   ____       ____
                                                                                                     (If Yes,  (If No,
                                                                                                   Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when, through the physical presence of yourself, your
employees, your agents, or your equipment, you carry on activities within the City which are designed to solicit,
promote, stimulate or otherwise encourage the leasing or rental of tangible personal property for seven (7) or more
days per calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                 ____       ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                      GROSS RECEIPTS                       PAYROLL EXPENSE*


     20____                       $_______________                     $_________________

     19____                       $_______________                     $_________________

     19____                       $_______________                     $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.

3.      If your answer to Question No. 1 & 2 is “NO”:                                                 YES        NO

        a.       Is the property installed at a location within the City of Los Angeles?              ____       ____

        b.       Is there a provision in the lease or rental agreement that use of                    ____       ____
                 property is to take place within the City of Los Angeles?



Signature                                                                   Title




(Revised 6/01)                                                                             Wpa#A3:vrnAPPattach
                                                                                                         EXHIBIT F


                         LEASING OR RENTING COMMERCIAL PROPERTY


                                                                                                     YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                  ____       ____
                                                                                                     (If Yes,  (If No,
                                                                                                   Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when you rent or let a building, or structure, or any
space therein of any kind on land located in the City of Los Angeles to a tenant for purposes other than dwelling for
seven (7) or more days per calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                ____       ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                     GROSS RECEIPTS                      PAYROLL EXPENSE*


     20____                      $_______________                    $_________________

     19____                      $_______________                    $_________________

     19____                      $_______________                    $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.

3.      Please provide the location(s) of the leased property within the City of Los Angeles.




Signature                                                                 Title




(Revised 6/01)                                                                            Wpa#A3:vrnAPPattach
                                                                                                        EXHIBIT G


      LEASING OR RENTING HOTEL ROOMS, APARTMENTS OR RESIDENTIAL UNITS



                                                                                                     YES        NO

1.      Are you engaged in business within the City of Los Angeles?                                  ____       ____
                                                                                                    (If Yes,  (If No,
                                                                                                  Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when you conduct or operate in the City of Los Angeles
a hotel, rooming house, apartment house, house court or bungalow court, any public camp, trailer camp, park or lot
and renting or letting rooms, apartments or other accommodations for dwelling in any such place for seven (7) or
more days per calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                ____       ____

        Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

        YEAR                     GROSS RECEIPTS                      PAYROLL EXPENSE*


     20____                      $_______________                    $_________________

     19____                      $_______________                    $_________________

     19____                      $_______________                    $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.

3.      If the answer to Questions No. 1 is “Yes” and No. 2 is “NO”, please answer the following:


        a.       Do you rent four (4) or more units within the City of Los Angeles?                  ____       ____

        c.       Does your total gross receipts from the activity exceed $20,000 per                 ____       ____
                 calendar year?



Signature                                                                 Title




(Revised 6/01)                                                                            Wpa#A3:vrnAPPattach
                                                                                                        EXHIBIT H


                                           TRUCKING OR HAULING

                                                                                                     YES         NO

1.      Are you engaged in business within the City of Los Angeles?                                  ____        ____

        You are engaged in business within the City of Los Angeles when you, your employees or your agents
        operate a motor vehicle within the City for hire or compensation seven (7) or more days per calendar year.

2.      If yes, do you have a valid City of Los Angeles Tax Registration Certificate?                ____        ____

        Account Number

3.      Do you have a certificate or permit issued by the California Public Utilities Commission
        and/or by the California State Department of Motor Vehicles?                                 ____        ____

        If yes, please provide a copy of your certificate and/or permit.

4.      Do you operate your vehicle exclusively in Interstate Commerce?                                         ____
 ____

        If yes, please provide a copy of your certificate and/or permit.

5.      Do you have a franchise granted pursuant to the provisions of the City Charter and the Franchise
        Procedure Ordinance of the City of Los Angeles?                                                         ____
____

        If yes, please provide the franchise number:

6.      If your answer to questions 2, 3, 4, or 5 is “NO”, please contact the Tax and Permit Division, Mail-In
        Unit at (213) 485-3916 for instructions on completing the following:

                                                                                                   NO. OF DAYS
     YEAR        UNLADEN WEIGHT          OR     SEATING CAPACITY            VEHICLE DAYS            OPERATED


20

19

19


Signature                                                                  Title




(Revised 6/01)                                                                            Wpa#A3:vrnAPPattach
                                                                                                          EXHIBIT I
                                CERTIFICATION OF EXEMPTION
                         CONSTITUTIONAL/GOVERNMENTAL EXEMPTION


The following entitites are exempted from paying Business Taxes by the Constitution of the United States,
the Constitution of the State of California or the Los Angeles Municipal Code:

1.    Banks
2.    Insurers – Insurance related activities which “In Lieu” taxes are paid to the State of California
3.    Foreign governments – Agencies exempt from Domestic Taxation by Treaty, International Law or Custom
4.    United States Government and Agencies
5.    State of California
6.    University of California
7.    California State Universities and Colleges
8.    Community Redevelopment Agency of the City of Los Angeles
9.    Housing Authority of the City of Los Angeles
10.   County of Los Angeles
11.   Los Angeles Convention and Exhibition Center
12.   Los Angeles Memorial Coliseum Commission
13.   Districts and Political Subdivisions under the Laws of the State of California (such as):
          a. Los Angeles Unified School District
          b. Los Angeles Community College District
          c. Los Angeles County Flood Control District
          d. Metropolitan Water District
          e. Metropolitan Transit Authority
          f. Mosquito Abatement Districts
          g. Wilmington Cemetery District
          h. Sanitation Districts

I declare, under penalty of perjury under the laws of the State of California, that to the best of my knowledge I/we are
one of the entities described above and are exempted from paying the City of Los Angeles Business Tax.


Name of Agency


Nature of Business/Type of Agency


Address


Printed Name of Authorized Representative or Agent                                         Phone Number


Signature                                                 Title

PLEASE RETURN THIS FORM TO THE DEPARTMENT TO WHICH YOU ARE PROVIDING
SERVICES AND A COPY TO THE OFFICE OF FINANCE, 201 N. MAIN ST, RM. 101, LOS
ANGELES, CALIFORNIA 90012, MAIL STOP 170 – ATTN: VENDOR UNIT, MAIL-IN UNIT.

(Revised 6/01)                                                                             Wpa#A3:vrnAPPattach
                                                                                                  EXHIBIT J


                              CERTIFICATION OF EXEMPTION
                                          FOR
                   ONE TIME PURCHASE OR SERVICE RENDERED OVER $200*


The                                                         hereby certifies that a one time
                  (Name of Department/Bureau)

purchase of
                  (Type of Product/or Service)

costing                                                                    was made from the
               (Cost of Purchase)
following business:


(Name of Company)


(Address)


(Company Representative)                                   (Title)            (Phone Number)

I/we further certifiy that to the best of our knowledge, the business is NOT LOCATED IN THE CITY
OF LOS ANGELES, does not solicit or conduct business in the City for seven (7) or more days during a
calendar year, and does not deliver the goods or merchandise in its own vehicles within the City for seven
(7) or more days during a calendar year. Based on the information provided, this business would not
appear to owe a Business Tax.


(Department/Bureau Representative)


(Title)                                             (Phone Number)                (Date)


c:        Office of Finance
          Tax and Permit Division
          201 N. Main St., Rm. 101
          Los Angeles, CA 90012
          Mail Stop 170
          Attn: Vendor Unit


(Revised 6/01)                                                                    Wpa#A3:vrnAPPattach
                                                                                                        EXHIBIT K


                           CONDUCTING, OPERATING, OR PROMOTING ANY
                              ENTERTAINMENT, SHOW OR EXHIBITION

                                                                                                     YES        NO

1.        Are you engaged in business within the City of Los Angeles?                                ____       ____
                                                                                                    (If Yes,  (If No,
                                                                                                  Answer #2) Answer #3)


You are engaged in business within the City of Los Angeles when, through physical presence, you conduct, operate
or promote any entertainment, show or exhibition, where an admission fee is charged, collected or received, or where
no admission fee is charged, collected or received but donations of any kind or character are solicited or accepted
seven (7) or more days per calendar year.

2.        If yes, do you have a valid City of Los Angeles Tax Registration Certificate?              ____       ____

          Account Number

If no, please report your City of Los Angeles gross receipts and payroll expense for the previous three calendar years
or from the date you began conducting business within the City of Los Angeles.

          YEAR                    GROSS RECEIPTS                      PAYROLL EXPENSE*


        20____                    $_______________                    $_________________

        19____                    $_______________                    $_________________

        19____                    $_______________                    $_________________


*Note: Payroll Expense is the amount of payroll paid to employees who physically worked within the City of Los
Angeles.


3.        If your answer to Question No. 1 & 2 is “NO”, but you have conducted, operated, or promoted any
          entertainment, show or exhibition within the City of Los Angeles, please provide the name, location and
dates
          of the shows/exhibitions below.

NAME OF SHOW/EXHIBITION                     LOCATION                                               DATE




Signature                                                                  Title


(Revised 6/01)                                                                            Wpa#A3:vrnAPPattach
                                                                                                 EXHIBIT L

                 VENDORS DEEMED CITY OF LOS ANGELES EMPLOYEES

EMPLOYEE STATEMENT:


I                                                                                  certify that I
                                     (Name of employee)
am currently working for


                                     (Name of City Department/Bureau)

and that I am under contract with this department in the capacity of an employee as defined in Section
21.00 (Definitions), Subsection (k), Los Angeles Municipal Code and therefore not subject to payment of
business taxes.


(Signature of employee)                                      (Date)




EMPLOYER STATEMENT:


I certify that to the best of my understanding and belief, the above-named individual is deemed to be an
employee of this City Department, based on Section 21.00 (Definitions), Subsection (k), Los Angeles
Municipal Code, which I have reviewed, and therefore not subject to payment of business taxes.


                                      (Department/Bureau Representative)




(Signature and Title)                                (Phone Number)                        (Date)



c:       Office of Finance
         Tax and Permit Division
         201 N. Main St., Rm. 101
         Los Angeles, CA 90012
         Mail Stop 170
         Attn: Vendor Unit

(Revised 6/01)                                                                    Wpa#A3:vrnAPPattach

								
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