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REQUEST FOR PROPOSAL (RFP) RFP NO 10011132-11-W

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					                            REQUEST FOR PROPOSAL (RFP)
                               RFP NO.: 10011132-11-W
                              Energy Efficiency Residential Retrofit Program


RFP Release Date:                                                Wednesday, November 24, 2010

Recommended Pre-Proposal Conference                              December 9, 2010
See Section L.1 of this RFP for conference details.              At 10:00 a.m., PT

Date Written Questions/Comments Due:                             December 10, 2010
See Section L.1 of this RFP for question/comment instructions.   On or before 5:00 p.m., PT

Proposal Closing:                                                December 23, 2010
On or before 4:00 p.m. PT to the
Purchasing & Contracting Department
1200 Third Avenue, Suite 200
San Diego, CA 92101

Term of Contract:                                                Two (2) years from Notice to Proceed,
                                                                 with Three (3) One Year Option Periods.

License(s) Required:                                             N/A

Contact Name and Information:                                    William Broderick, CPPB, C.P.M./muw
                                                                 Procurement Specialist
                                                                 (619) 236-6653, (619) 236-5904
                                                                 WBroderick@sandiego.gov


                             Purchasing & Contracting Department
                                 1200 Third Avenue, Suite 200
                                     San Diego, CA 92101
Proposal No. 1001132-11-W


                                                 TABLE OF CONTENTS

   RFP Document ...........................................................................................................................5 

   Section A - Signature Page ........................................................................................................7 

   Section B - Price Schedule.........................................................................................................8 

   Section C - Scope of Services ....................................................................................................9 

        A.      Background .................................................................................................................9 
        B.      Objective ...................................................................................................................10 

   Section D - Core Requirements and Deliverables ...................................................................11 

        A.      General ......................................................................................................................11 
        B.      Documentation and Reports......................................................................................12 
        C.      Proposers Implementation Plan ................................................................................12 
        D.      Cooperation and Transition ......................................................................................13 
        E.      Qualifications and Experience ..................................................................................13 

   Section E – Packaging and Marking 

   Section F - Inspection and Acceptance ....................................................................................15 

   Section G - Deliveries or Performance ....................................................................................16 

   Section H - Contract Administration Data ...............................................................................17 

        A.      Invoicing and Payment .............................................................................................17 
        B.      Pricing .......................................................................................................................19 

   Section I – Special Contract Requirements 

   Section J - Appendix B ............................................................................................................55 

        A.      CFR 600-236 Procurement Section ..........................................................................55 

   Section K - General Contract Clauses .....................................................................................66 

               K.01      Definitions. ..................................................................................................... 68 
               K.02      Term of Contract ............................................................................................. 70 
               K.03      Notice To Proceed .......................................................................................... 70 
               K.04      Option To Extend Services/term..................................................................... 70 
               K.05      Conflict of Interest .......................................................................................... 71 
               K.06      Holidays .......................................................................................................... 71 
               K.07      Availability of Funds ...................................................................................... 72 
               K.08      Insurance ......................................................................................................... 72 
               K.09      Criminal Background Screening ..................................................................... 75 
               K.10      Jurisdiction, Venue ......................................................................................... 75 
Proposal No. 1001132-11-W


                                       TABLE OF CONTENTS (cont.)

            K.11    Legal Requirements ........................................................................................ 75 
            K.12    Changes ........................................................................................................... 76 
            K.13    Drug-Free Workplace ..................................................................................... 76 
            K.14     Notices ........................................................................................................... 76 
            K.15    Indemnification and Hold Harmless Agreement ............................................ 77 
            K.16    The City of San Diego Restrictions ................................................................ 77 
            K.17    Assignment or Transfer .................................................................................. 77 
            K.18    Availability of Records ................................................................................... 78 
            K.19    Standards of Conduct ...................................................................................... 78 
            K.20    Removal of Employees ................................................................................... 78 
            K.21    Supervision ..................................................................................................... 79 
            K.22    Performance Evaluation Meeting ................................................................... 79 
            K.23    Federal, State and Local Reporting Compliance ............................................ 79 
            K.24    Nondiscrimination .......................................................................................... 79 
            K.25    Project Personnel ............................................................................................ 80 
            K.26    Photo Identification Badge ............................................................................. 80 
            K.27    Lobbyist Activities .......................................................................................... 80 
            K.28    Gratuities ......................................................................................................... 81 
            K.29    Termination ..................................................................................................... 81 
            K.30    Insolvency ....................................................................................................... 83 
            K.31    Dispute Resolution .......................................................................................... 83 
            K.32    Patents and Royalties ...................................................................................... 83 
            K.33    Warranty of Services ...................................................................................... 84 
            K.34    Licenses and Permits ...................................................................................... 85 
            K.35    Taxes ............................................................................................................... 85 
            K.36    Protection of the City of San Diego Property ................................................. 85 
            K.37    Publicity Releases ........................................................................................... 85 
            K.38    Suspension of Work ........................................................................................ 86 
            K.39    Standards of Performance ............................................................................... 86 
            K.40    Notice of Labor Disputes ................................................................................ 87 
            K.41    Pending Legal Dispute with the City of San Diego ........................................ 87 
            K.42    Time of Essence .............................................................................................. 88 
            K.43    Americans With Disabilities Act Certification ............................................... 88 
            K.44    Debarment Proceedings .................................................................................. 88 
            K.45    Public Agency ................................................................................................. 88 
            K.46    Product Endorsements .................................................................................... 88 
            K.47    Procurement Card Transactions ...................................................................... 88 
            K.48    Severability ..................................................................................................... 89 
            K.49    No Waiver ....................................................................................................... 89 
            K.50    Covenants and Conditions .............................................................................. 89 
            K.51    Headings ......................................................................................................... 89 
            K.52    Independent Contractors ................................................................................. 89 
            K.53    Successors In Interest...................................................................................... 89 
            K.54    Software Licensing ......................................................................................... 89 
            K.55    Intellectual Property ........................................................................................ 90 
            K.56    Confidentiality of Services ............................................................................. 92 
Proposal No. 1001132-11-W


                                            TABLE OF CONTENTS (cont.)

                K.57  Business Tax Certificate ................................................................................. 92 
                K.58  Performance and Payment Bond..................................................................... 92 
                K.59  Compliance With Controlling Law................................................................. 93 

   Section L - List of Attachments, Exhibits, or Appendices ......................................................94 

   Section M - Representations, Certifications, and Other Statements of Contractors or
   Respondents .............................................................................................................................95 

        Contractor’s Cover Sheet ...................................................................................................96 
        Pre-Award Survey Documents ..........................................................................................98 
        Certification Regarding Debarment, Suspension, Proposed Debarment, and other
        Responsibility Matters .....................................................................................................102 
        Proof of Insurance ............................................................................................................105 
        Criminal Background Certification..................................................................................106 
        Equal Employment Opportunity ......................................................................................107 
        Affidavit For Contractor/vendor ......................................................................................108 
        Conflict of Interest Disclosure Statement ........................................................................109 
        Drug-Free Workplace ......................................................................................................110 

   Section N – Instructions, Conditions and Notices to Contractors .........................................113 

   Section O - Evaluation Process ..............................................................................................122 

   Attachments 

   Attachment 1 - Contractor/Vendor Registration ....................................................................126 

   Attachment 2- Contractor Standards Pledge of Compliance .................................................129 

   Attachment 3 - Equal Opportunity Contracting Program (EOCP) ........................................134 
Proposal No. 10011132-11-W




                                      RFP Document
Contractors need to review this document carefully. An explanation of the sections and parts are
outlined below:

        Sections A-J and the proposal by the Contractor will form the body of the contract
         once both parties have signed Section A. Upon award and acceptance of the
         proposed work, these sections become the contract with the Contractor
         (Contractor/Vendor/Consultant) and THE CITY OF SAN DIEGO and may include
         attachments containing terms, conditions and/or pricing specific to the product or
         service being rendered. Section J contains all attachments or additional supporting
         information.

        Sections K-M contains the representations and certifications all Contractors must
         complete to meet the eligibility requirements (Section K). It also contains the format
         instructions to Contractors for both the specific product or service and general terms
         and conditions for all RFPs (Section L). Section M outlines specific information
         about the eligibility requirements, evaluation criteria and general selection process.

        Section C contains the scope of services. All items specified in Section D, “Core
         Requirements must be addressed in the proposal. Proposers must expressly indicate
         that the Proposal satisfies and is fully capable of providing each point listed in this
         section. Proposers shall provide responses to each paragraph in the same order as the
         RFP citing the heading and then their response. Simple “Yes”, “No”, or “Comply”
         responses to stated specifications are insufficient. Rather, the Proposers must
         describe in detail how the proposed products and/or services meet or exceed the
         requirements of this RFP and Proposers shall state their understanding and
         compliance. Proposers should also include any other information they feel may be of
         benefit to the City.

        Proposers must explain any exception or deviation from the requirements in
         accordance with the applicable terms of this RFP. Exceptions are deemed rejected
         unless accepted in writing by the City of San Diego.

        The purpose of this Request for Proposal is to solicit proposals for a Contractor to
         provide goods, products and/or services to the City of San Diego.




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Proposal No. 10011132-11-W




                                       Contract Form
   This contract is entered into by the City of San Diego, a municipal corporation (“City”), and
   [contractor] (“Contractor”) for the scope of services specified herein. For good and valuable
   consideration, the sufficiency of which is acknowledged, the City and Contractor agree as
   follows:

   A. The following Contract Documents, listed below in order of specificity and priority, are
      incorporated into the contract as though fully set forth herein.

       1) Sections A - J
       2) Proposal by Contractor

       If the provisions of these Contract Documents conflict, Sections A – J shall take
       precedence over the proposal by the Contractor. If the provisions within a single
       Contract Document conflict, the more specific shall control.

       A Best and Final Offer (BAFO) or written clarifications to the Contractor’s proposal, if
       requested by the City, will become part of the contract only upon written acceptance by
       the City in the form of a fully executed Signature Page. If the City requests a BAFO or
       written clarifications of the Contractor’s proposal, the Contractor shall complete a revised
       Section A, Contract (blocks 4, 6 and 8), sign and return the revised Contract
       Document(s). Any changes that result from the BAFO or written clarifications of the
       Contractor’s proposal shall be clearly identified and justified by the Contractor in a cover
       letter attached to the revised Contract Document(s).

   B. Once the City issues a letter of Award to the apparent successful Proposer, the Contractor
      is required to provide any requisite information or documents prior to contract execution
      as specified in Section L of this RFP, such as certificates of insurance, bonds, or business
      license, to the Purchasing & Contracting Department within ten (10) calendar days.
      Failure to provide requisite information or documents may result in the apparent
      successful Proposal being rejected as non-responsive.

   C. Contractor shall be bound by and shall perform in strict conformity with the terms and
      conditions of this contract.

   D. For such performances, the City shall pay to Contractor the amounts set forth at the times
      and in the manner as are provided for in this contract.

   E. This contract shall be for a period of two (2) years effective on the date as specified in a
      Notice to Proceed letter which will be issued by Purchasing & Contracting Department
      only after this contract has been executed by the last party to sign the Signature Page
      (Section A), and approved by the City Attorney in accordance with San Diego Charter
      Section 40, with options to extend for three (3) additional one (1) year periods in
      accordance with Section I.05 of this contract.




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       Proposal No. 10011132-11-W


                                                SECTION A
                                             SIGNATURE PAGE
1. Contract No.:                     2. RFP No.: 10011132-11-W
3. Contract Title: Income Qualified Residential Energy Upgrade Program
4. Contract Amount: $2,833,288.00
5. Term of Contract:
6. Contractor Name:
 Address:
 City/State/Zip:
  Telephone:
  Contact:                                                   E-Mail Address:
  The City of San Diego Business Tax License Number:
  Federal Tax ID Number:
7. Contract Table of Contents
                                    Section A:   Signature Page
                                    Section B:   Price Schedule
                                    Section C:   Scope of Services
                                    Section D:   Packaging and Marking (Reserved)
                                    Section E:   Inspection and Acceptance
                                    Section F:   Deliveries or Performance
                                    Section G:   Contract Administration Data
                                    Section H:   Special Contract Requirements
                                    Section I:   General Contract Clauses
                                    Section J:   List of Attachments, Exhibits, or Appendices
    8. Signature of Authorized           9. Signature of The City of San            10. Signature of The City of
    Representative/Contractor                 Diego Purchasing Agent                  San Diego City Attorney



                                                   (Print Name)                   Approved for Form and Legality
             (Print Name)
                                                       (Title)                              (Print Name)
                (Title)
                                                       (Date)                                   (Title)
                (Date)
                                                                                                (Date)




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Proposal No. 10011132-11-W


                                         SECTION B

                                    PRICE SCHEDULE
       A. PRICE SCHEDULE INSTRUCTIONS FOR SCOPE OF SERVICES AS
          SPECIFIED IN SECTION C

           Proposers shall submit their proposal for pricing on the following City’s Price
           Schedule page(s). Using the enclosed Price Schedule page(s) will help ensure
           consistency in the price evaluation. The Price Schedule page(s) are to be completed
           in full and shall be incorporated herein. Only the City’s Price Schedule page(s) will
           be accepted. Any deviations from the Price Schedule page(s) may be considered non-
           responsive and unacceptable.

           Proposers must provide attachment worksheets, which include a breakdown of labor
           hours and any other rationale used in determining their pricing for all of the specified
           requirements. Blanks on the Price Schedule page(s) will be interpreted as zero (0)
           and no price will be allowed.

       B. PRICE SCHEDULE

           The estimated quantities provided by the City are not guaranteed. These quantities
           are listed for information purposes only. The quantities may vary depending on the
           demands of the City. Any variations from these estimated quantities shall not entitle
           the Contractor to an adjustment in the unit price or to any additional compensation.




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Proposal No. 10011132-11-W


                                          SECTION C
                                    SCOPE OF SERVICES
       A. BACKGROUND

           The federal government allocated $12,541,700 in Energy Efficiency and
           Conservation Block Grant (EECBG) funds to the City of San Diego (City), with the
           requirement that the City develop an Energy Efficiency and Conservation Strategy
           that demonstrates how these funds will be used. Mayor Sanders and the City Council
           appointed experts in energy efficiency and renewable energy, advocates for the
           community, and planning experts to serve on an Ad Hoc Committee to review
           potential uses for these funds. The final results of the Ad Hoc Committee was a
           recommendation to implement six projects including an income qualified residential
           retrofit program.

           The City of San Diego is seeking to offer a comprehensive whole house retrofit
           energy upgrade program, targeting low and moderate income residents located within
           the City with the goal of lowering/eliminating upfront costs and producing verifiable
           home energy savings of 20% or more. To accomplish this goal the City is seeking
           outside assistance to implement this program.

           The City is seeking an entity to perform the implementation activities required in a
           cost effective and efficient manner. These tasks are further described below and
           include contractor, installer and resident outreach and education; processing of
           applications; verification of conditions to disbursement; tracking and analysis of
           homes audited, retrofitted, and energy saved; plus any other activities required under
           the respondent’s proposed project approach. Additionally, the program will need be
           designed such that it will be consistent with ongoing City policies and programs as
           well as non-city programs referenced above.

           The City intends this program to serve low and moderate income residents of the City
           and envisions program participation to cover owner & tenant occupied single family
           homes built before 1978 and multifamily buildings that cater to low and moderate
           income residents.

           In order to reach energy reduction savings of 20% or more the City expects this
           program to be closely coordinated with all applicable retrofit, rebate, and incentive
           programs. Because of the two distinct eligibility groups (low/moderate income
           residents, and multifamily building owners) the City expects this program to provide
           a flexible rebate structure that will adequately incentivize both distinct groups. While
           the City expects the proposer to provide and justify a rebate structure in their
           response, the City has drafted the following platform as an example of what is
           expected:




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Proposal No. 10011132-11-W


               Rebate criteria           Maximum rebate                Leveraged program
                                             value
       10% energy savings, or                                   - energy upgrade ca – basic
       participation in either                                  energy upgrade,
       energy upgrade ca – basic                                - energy upgrade ca – advanced
       energy upgrade or sdge low              $900             energy upgrade,
       income weatherization                                    - sdge low income
       program                                                  weatherization program,

       20% energy savings                                       Energy upgrade ca – advanced
                                               $3000            energy upgrade

       Multifamily building           $0.30 per kwh saved,   All applicable sdge
       owners, or residential         $1.00 per therm saved, rebate/incentive programs
       building types that do not     $10,000 max
       qualify to participate in
       Energy Upgrade CA

           One key element to program implementation will be designing a program model that
           will eliminate or significantly reduce the need for participants to provide funds up-
           front and to leverage other residential energy upgrade programs. Therefore the City
           prefers a program model that will coordinate with contractors and residents such that
           energy upgrade activity costs will be fronted by the contractor and reimbursed at the
           completion of the upgrade.

           The City intends to award a two (2) year contract for this program which will last
           through the last day of June 2012 or until all funds are expended. At the end of the
           contract the City will make a determination as to whether the proposer has been
           successful in meeting all of the requirements, objectives and milestones set by the
           City in accordance with the contract resulting from this RFP. If the City determines
           the program was a success and additional program funding is secured, the City may
           choose to renew the contract for a time period commensurate with the new funding
           source timeline.

       B. OBJECTIVE

           The City’s objective for this RFP is to select a proposal or proposals that taken as a
           whole would allow the City to satisfy the administrative needs for the City’s Income
           Qualified Residential Retrofit Program and offer an incentive program that will
           produce the most flexibility for home owners to affordably retrofit their homes while
           meeting or exceeding the specifications and requirements of this RFP.




                                               10
Proposal No. 10011132-11-W


                                               SECTION D

                         CORE REQUIREMENTS AND DELIVERABLES

       A. GENERAL

           Submittals may be by a single firm or a firm may partner with other
           firms/organization. At a minimum each submittal shall include all of the following
           elements:

           1. Describe the firm, team history, and experience as applicable to the proposed
              program and delineate the anticipated roles and responsibilities between the City
              and the proposer, given that: (1) the City does not wish to use any City funds to
              finance this project on a short term or long term basis (2) the City wishes to
              minimize the use of its personnel and other resources for the administration of the
              program..

           2. Identify other local weatherization, direct install, and energy upgrade programs
              and describe how the firm plans to coordinate with and leverage the resources of
              the other entities, including:

               a. Participant outreach, education and enrollment;

               b. Contractor and whole house auditor education & outreach;

               c. Quality installation verification activities;

               d. Compliance with multiple program guidelines, such as income qualifications,
                  contractor required certifications, and retrofit measure loading orders; and

               e. Ensuring all participants receive appropriate audits or evaluations.

           3. Describe the proposers plan to work with the SDGE direct install (DI)
              weatherization program [Low Income Energy Efficiency (LIEE) Program].
              Describe the process customers and contractors will go through to receive a
              rebate, and how that process will effectively and efficiently incentivize customers
              and contractors to participate in the program. Proposals should also include a
              description of the types of measures that will be installed in addition to the DI
              program measures, and a measure loading order to ensure funds are used as
              efficiently as possible.

           4. Given the program seeks to serve up to 2,500 dwelling units, describe the
              proposers plan to engage low and moderate-income residents and communities
              and provide a feasible rebate structure to incentivize their participation.

           5. Describe the proposer’s program design and plan for program administration,
              including:


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Proposal No. 10011132-11-W


               a. Describe the proposer’s plan to ensure rebates issued do not exceed 100% of
                  the total cost of the retrofit when all other applicable rebates are calculated;

               b. The proposers plan to maintain a database of all homes that have participated
                  in the program, including the type of audit/evaluation, the contractor(s) that
                  performed the work, funds distributed to each participant, energy savings, and
                  any other data required by the Department of Energy for reporting purposes.

               c. Define the strategy for implementing and administering the program and
                  recommend, develop, and implement strategies to maximize resources,
                  program participation and program efficiency; minimize participant drop out;
                  and enhance the marketability of the program to potential program
                  participants.

               d. Provide a process and plan to:

                   (1)   Actively review and adapt marketing and outreach efforts to increase
                         efficacy.

                   (2)   Proposer’s Statement of Financial Responsibility (use form in Forms
                         section) and include in Volume II, Price Proposal.

                   (2)   Respond to and properly address complaints, inquiries and requests
                         made by program participants at all stages of the program.

       B. DOCUMENTATION AND REPORTS

           Program Administrator will be required to report monthly and quarterly on a number
           of performance metrics required by the Department of Energy as part of the Energy
           Efficiency & Conservation Block Grant program. Metrics include, but are not
           limited to, funds expended, funds leveraged, energy saved, hours worked, greenhouse
           gas emission reductions, and water saved.

       C. PROPOSERS IMPLEMENTATION PLAN

           Proposers shall provide a contract implementation plan proposing procedural,
           operational steps, technical approach and milestones of how proposer intents to
           provide the work plan with specified deliverables as previously specified. A revised
           schedule may be required from the proposer(s) within ten (10) calendar days of the
           City’s notification of provisional award.

           Implementation plans should specifically address how the Proposer will handle
           special provisions relating to work funded under the American Recovery and
           Reinvestment Act of 2009. See Section II.D “Requirements For Federal Grant
           Funded Projects” for more detail.




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Proposal No. 10011132-11-W


       D. COOPERATION AND TRANSITION

           Proposer shall cooperate with the City at the expiration of the contract and the
           incumbent Contractor in order to accomplish a smooth phase-out and transition of
           responsibility and requirements, if applicable.

       E. QUALIFICATIONS AND EXPERIENCE

           The following experience, qualifications and skills are required to successfully
           complete the requirements of this RFP.

           1. Provide a company/corporation organization chart and staffing profile including
              years of tenure for staff.

           2. Provide resumes for key personnel including but not limited to project managers
              and account representatives who will be assigned and dedicated to the City’s
              account.

           3. Provide project managers and account representatives who have a minimum of
              three (3) years prior experience in project management, preferable in energy,
              weatherization, rebate processing, and/or residential retrofits and minimum one
              (1) year experience in grant management. Clearly define what responsibilities
              these individuals will be charged with relative to this Contract.




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Proposal No. 10011132-11-W


                                   SECTION E

                             PACKAGING AND MARKING

                                  (RESERVED)




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Proposal No. 10011132-11-W


                                      SECTION F
                             INSPECTION AND ACCEPTANCE

     The City of San Diego’s Deputy Environmental Services Director, or designee, will be
     responsible for inspecting and accepting all work, documents and information received
     from the Contractor (same as Contract Administrator) for the scope of services specified
     herein.

     Inspection and acceptance will occur at destination unless specified otherwise, and will be
     made by the City department shown in the shipping address of the Purchase Order or other
     duly authorized representative of the City.

     Risk of loss or damage or non-functional to deliverables prior to the time of their receipt
     and acceptance by the City is upon the Contractor. The City has no obligation to accept
     damaged and/or non-functional deliverables and reserves the right to return or reject them,
     at the Contractor's expense, damaged and/or non-functional deliverables even though the
     damage and/or non-function was not apparent or discovered until after receipt.




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Proposal No. 10011132-11-W


                                          SECTION G

                             DELIVERIES OR PERFORMANCE

PERIOD OF PERFORMANCE

Contractor shall perform services as described in Section C for the period of two (2) years
beginning from Notice to Proceed, and 3 additional one year Options if exercised at the sole
discretion of the City, in accordance with Section I.05 of this RFP.

Delivery shall be made in accordance with the Contract Documents (see Section I.01,
“Definitions”). The City, in its sole discretion, may extend the time for delivery as specified in
Section I, General Contract Clauses. The City may order, in writing, the suspension, delay, or
interruption of delivery of goods or services.

The Contractor shall immediately notify the City in writing if there are, or it is anticipated, that
there will be a delay in performance. The written notice shall include an explanation of the cause
for, and a reasonable estimate of the length of the delay. If in the opinion of the City, the delay is
material, the City may terminate this Contract as provided in Section I.

If delays in the performance are caused by unforeseen events beyond the control of the parties,
such delay may entitle the Contractor to a reasonable extension of time, but such delay shall not
entitle the Contractor to damages or additional compensation. Any such extension of time must
be approved in writing by the City. The following conditions may constitute such a delay: war;
changes in law or government regulation; labor disputes; strikes; fires, floods, adverse weather or
other similar condition of the elements necessitating cessation of the performance; inability to
obtain materials, equipment or labor or other specific reasons agreed to between the City and the
Contractor; provided, however, that: (a) this provision shall not apply to a delay caused by the
acts or omissions of the Contractor; and (b) a delay caused by the inability to obtain materials,
equipment, or labor shall not entitle the Contractor to an extension of time unless the City has
received, in a timely manner, documentary proof satisfactory to City of the Contractor’s inability
to obtain materials, equipment, or labor.




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Proposal No. 10011132-11-W


                                         SECTION H

                             CONTRACT ADMINISTRATION DATA

       The Contract Administrator for this service is the City of San Diego’s Deputy
       Environmental Services Director or designee. The Contractor Administrator will provide
       daily oversight of this contract to ensure compliance. The Purchasing Agent shall be
       responsible for all contractual matters and is the only individual authorized to make
       changes of any kind to the contract. The Contractor shall not rely upon any oral change
       from anyone, or a written request for change from someone other than the Purchasing
       Agent. All changes must be in writing, signed by the Purchasing Agent.

       A. INVOICING AND PAYMENT

           1. Invoices must be submitted once per month in duplicate (one copy to be marked
              “original”) to:

                  The City of San Diego
                   EECBG LI-REEP Program Manager
                   Environmental Services Department
                   9601 Ridgehaven Court, Suite 310
                   MS 1103A
                   San Diego, CA 92123

                   and shall conform to policies or regulations adopted from time to time by the
                   City of San Diego. Invoices shall be legible and shall contain, as a minimum,
                   the following information: (1) the contract and purchase order number (if
                   any); (2) a complete itemization of all costs including quantities ordered and
                   delivery order numbers (if any); (3) any discounts offered to the City of San
                   Diego under the terms of the contract; (4) evidence of the acceptance of the
                   supplies or services by the City of San Diego; (5) unique traceable invoice
                   number(s); (6) a copy of all records supporting a copy of all records
                   supporting Small Local Business Enterprises (SLBE) and Emerging Local
                   Business Enterprises (ELBE), Disadvantaged Business Enterprise (DBE),
                   Disadvantaged Veterans Business Enterprise (DVBE), Minority Business
                   Enterprises (MBE) and Women-Owned Business Enterprise (WBE)
                   vendor/contractor participation for the payment period to be sent under
                   separate cover to Program Manager, Office of Equal Opportunity Contracting,
                   1200 Third Avenue, Suite 200, San Diego, CA 92101; (7) total charges billed
                   at this time and date; and (8) total payments received to date.

           2. Upon review and approval from the Environmental Services Department, invoices
              shall be forwarded to Comptroller’s Department for payment. The approval shall
              be electronic.




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Proposal No. 10011132-11-W


           3. Subject to the withholding provisions of the contract, payment shall be made
              within thirty (30) days after the City of San Diego’s receipt of a properly
              prepared/approved invoice.

           4. The Contractor shall provide to the Purchasing Agent a fully executed W-9 Form.
              It is the Contractor’s responsibility to notify the Purchasing Agent of any changes
              in the remittal address. Failure to provide this information may impact payment
              of invoices by the City of San Diego. In order that this Form is the current
              Revision at time of submittal, the Contractor shall download this Form from the
              Internal Revenue Service website shown below, complete the Form and submit as
              specified herein. The website from which to obtain this Form is:
              http://www.irs.ustreas.gov/pub/irs-pdf/fw9.pdf.

           5. Prompt payment discounts of twenty (20) days or more will be considered in the
              evaluation of Proposals. Discounts of less than twenty (20) days will be taken at
              the time of payment when applicable, but will not be considered in the evaluation
              of Proposals. Prompt payment discounts shall be identified on the Signature
              Page, Section A-4. Discount is taken based on the date of the payment check.
              Time will be computed from the date of delivery at destination or acceptance by
              City, or the date supplied to the carrier when acceptance is at the point of origin,
              or from the date a corrected invoice is received, whichever is later.

               Any discount offered other than for prompt payment should be included in the net
               price quoted, rather than shown as a separate item. Any discount shown
               separately will be adjusted on the Purchase Order.

           6. The City shall pay the Contractor in arrears for services rendered. Billing shall be
              in accordance with the Price Schedule, allowing for City approved adjustments, if
              any. Invoices shall be submitted in duplicate with an original and copy clearly
              identified to the Contract Administrator or designee, at the address specified on
              the Purchase Order(s) (see Section I.01, “Definitions”). The invoice shall
              reference the Purchase Order number, include the date of services, description of
              the work performed by location and/or section or a listing of materials provided,
              and state the total invoice cost.

           7. If applicable, any extra-ordinary labor charges for services shall be included on
              the invoice. A description of the extra-ordinary work to include the location/and
              or section work was performed shall be provided. Contractor must attach written
              authorization from the Contract Administrator approving extraordinary work.
              Failure to do so will result in payment being withheld for such services. The
              extraordinary labor cost shall be as stated on the current Pricing Agreement.

           8. If applicable, for parts delivered, invoices shall list the manufacturer of the part,
              manufacturer’s published list price, percentage discount applied per the Contract’s
              pricing agreement, and the net price to the City as well as item description,
              quantity, and extension.



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Proposal No. 10011132-11-W


       B. PRICING

           Unless called for in the General Contract Clauses, no escalation factor is allowed.
           The Contractor must notify the City in writing in the event of a decline in market
           price(s) below the Price Schedule and the City will make an adjustment in the
           Contract Amount or elect to re-solicit.

           Unless the Contractor clearly indicates that the price is based on consideration of
           being awarded the entire lot and that an adjustment to the price was made based on
           receiving the entire Proposal, any difference between the unit price correctly extended
           and the total price shown for all items offered shall be resolved in favor of the unit
           price.




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Proposal No. 10011132-11-W


                                        SECTION I

                      SPECIAL CONTRACT REQUIREMENTS
              REQUIREMENTS FOR FEDERAL GRANT FUNDED PROJECTS:

The administrator of this program will be subject to the requirements of Federal Department of
Energy guidelines for Energy Efficient Community Block Grant (EECBG) funds and are
required to comply with but not limited to the following:

1. Special provisions relating to work funded under American Recovery and Reinvestment Act
   of 2009;

2. Notice Regarding the Purchase of American-Made Equipment and Products-Sense of
   Congress (Buy American);

3. Required use of American Iron, Steel, and Manufactured Good – Section 1605 of the
   American Recovery and Reinvestment Act of 2009;

4. Wage Rate Requirements under Section 1606 of the Recovery Act of 2009;

5. Davis-Bacon Act and Contract Work Hours and Safety Standard Act;

6. EECBG Sub-recipient or Subcontractor Flowdown Requirements (Appendix A);

7. CFR 600-236 Procurement Section (i) “Contract Provision” Number 1 – 13 (Appendix B).

The program administrator shall work with the Project Manager in providing and submitting
document forms and reports as needed and in complying with all requirements necessary for
EECBG funded projects.




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Proposal No. 10011132-11-W


                       SUBGRANT FLOWDOWN PROVISIONS FOR EECBG
                            FINANCIAL ASSISTANCE AWARDS
                            SPECIAL TERMS AND CONDITIONS
                                               TABLE OF CONTENTS

   Section                                                                                                                            Page

       A.     Resolution of Conflicting Conditions .......................................................................22 
       B.     Ceiling on Administrative Costs ...............................................................................22 
       C.     Local Government (Cities & Counties) and Indian Tribes .......................................22 
       D.     Limitations On Use of Funds ....................................................................................22 
       E.     Reimbursable Indirect Costs and Fringe Benefit Costs ............................................23 
       F.     Use of Program Income ............................................................................................23 
       G.     Statement of Federal Stewardship ............................................................................23 
       H.     Site Visits ..................................................................................................................23 
       I.     Reporting Requirements ...........................................................................................24 
       J.     Publications...............................................................................................................24 
       K.     Federal, State, and Municipal Requirements ............................................................24 
       L.     Lobbying Restrictions ...............................................................................................25 
       M.     National Environmental Policy Act (NEPA) Requirements.....................................25 
       N.     Historic Preservation.................................................................................................25 
       O.     Waste Stream ............................................................................................................26 
       P.     Decontamination and/or Decommissioning (D&D) Costs .......................................26 
       Q.     Subgrants and Loans .................................................................................................26 
       R.     Justification of Budget Costs ....................................................................................27 
       S.     Advance Understanding Concerning Publicly Financed Energy Improvement
              Programs ...................................................................................................................29 
       T.     Special Provisions Relating To Work Funded Under American Recovery and
              Reinvestment Act of 2009 ........................................................................................29 
       U.     Protecting State and Local Government and Contractor Whistleblower ..................32 
       V.     False Claims Act .......................................................................................................33 
       W.     Information In Support of Recovery Act Reporting .................................................33 
       X.     Availability of Funds ................................................................................................33 
       Y.     Certifications.............................................................................................................34 
       Z.     Reporting and Registration Requirements ................................................................34 
       AA.    Notice Regarding the Purchase of American-Made Equipment and Products .........35 
       BB.    Required Use of American Iron, Steel, and Manufactured Goods ...........................35 
       CC.    Required Use of American Iron, Steel, and Manufactured Goods ...........................38 
       DD.    Wage Rate Requirements Under Section 1606 of The Recovery Act ......................42 
       EE.    Davis-Bacon Act and Contract Work Hours and Safety Standard Act ....................44 
       FF.    Davis Bacon Act .......................................................................................................45 
        
        




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Proposal No. 10011132-11-W


       A. RESOLUTION OF CONFLICTING CONDITIONS

           Any apparent inconsistency between Federal statutes and regulations and the terms
           and conditions contained in this award must be referred to the DOE Award
           Administrator for guidance.

       B. CEILING ON ADMINISTRATIVE COSTS

           1. States

               State Recipients may not use more than ten percent (10%) of amounts provided
               under the program for administrative expenses (EISA Sec 545 (c)(4)). These
               costs should be captured and summarized for each activity under the Projected
               Costs within Budget: Administration.

           2. Recipients are expected to manage their administrative costs. DOE will not
              amend an award solely to provide additional funds for changes in administrative
              costs. The Recipient shall not be reimbursed on this project for any final
              administrative costs that are in excess of the designated ten percent (10%)
              administrative cost ceiling. In addition, the Recipient shall neither count costs in
              excess of the administrative cost ceiling as cost share, nor allocate such costs to
              other federally sponsored project, unless approved by the Contracting Officer.

       C. LOCAL GOVERNMENT (CITIES & COUNTIES) AND INDIAN TRIBES

           1. Local government and Indian Tribe Recipients may not use more than ten percent
              (10%) of amounts provided under this program, or $75,000, whichever is greater
              (EISA Sec 545 (b)(3)(A)), for administrative expenses, excluding the costs of
              meeting the reporting requirements under Title V, Subtitle E of EISA. These
              costs should be captured and summarized for each activity under the Projected
              Costs within Budget: Administration.

           2. Recipients are expected to manage their administrative costs. DOE will not
              amend an award solely to provide additional funds for changes in administrative
              costs. The Recipient shall not be reimbursed on this project for any final
              administrative costs that are in excess of the designated ten percent (10%)
              administrative cost ceiling. In addition, the Recipient shall neither count costs in
              excess of the administrative cost ceiling as cost share, nor allocate such costs to
              other federally sponsored project, unless approved by the Contracting Officer.

       D. LIMITATIONS ON USE OF FUNDS

           1. By accepting funds under this award, you agree that none of the funds obligated
              on the award shall be expended, directly or indirectly, for gambling
              establishments, aquariums, zoos, golf courses or swimming pools. Local
              government and Indian tribe Recipients may not use more than twenty percent
              (20%) of the amounts provided or $250,000, whichever is greater (EISA Sec 545
              (b)(3)(B)), for the establishment of revolving loan funds.


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Proposal No. 10011132-11-W


           2. Local government and Indian tribe Recipients may not use more than twenty
              percent (20%) of the amounts provided or $250,000, whichever is greater (EISA
              Sec 545 (b)(3)(C)), for subgrants to nongovernmental organizations for the
              purpose of assisting in the implementation of the energy efficiency and
              conservation strategy of the eligible unit of local government or Indian tribe.

       E. REIMBURSABLE INDIRECT COSTS AND FRINGE BENEFIT COSTS

           1. The Recipient is expected to manage their final negotiated project budgets,
              including their indirect costs and fringe benefit costs. DOE will not amend an
              award solely to provide additional funds for changes in the indirect and/or fringe
              benefit costs or for changes in rates used for calculating these costs. DOE
              recognizes that the inability to obtain full reimbursement for indirect or fringe
              benefit costs means the Recipient must absorb the under recovery. Such under
              recovery may be allocated as part of the Recipient’s cost share.

           2. If actual allowable [indirect and/or fringe benefit] costs are less than those
              budgeted and funded under the award, the Recipient may use the difference to pay
              additional allowable direct costs during the project period. If at the completion of
              the award the Government’s share of total allowable costs (i.e., direct and
              indirect), is less than the total costs reimbursed, the Recipient must refund the
              difference.

       F. USE OF PROGRAM INCOME

           If you earn program income during the project period as a result of this award, you
           may add the program income to the funds committed to the award and used to further
           eligible project objectives.

       G. STATEMENT OF FEDERAL STEWARDSHIP

           DOE will exercise normal Federal stewardship in overseeing the project activities
           performed under this award. Stewardship activities include, but are not limited to,
           conducting site visits; reviewing performance and financial reports; providing
           technical assistance and/or temporary intervention in unusual circumstances to correct
           deficiencies which develop during the project; assuring compliance with terms and
           conditions; and reviewing technical performance after project completion to ensure
           that the award objectives have been accomplished.

       H. SITE VISITS

           DOE’s authorized representatives have the right to make site visits at reasonable
           times to review project accomplishments and management control systems and to
           provide technical assistance, if required. You must provide, and must require your
           subawardees to provide, reasonable access to facilities, office space, resources, and
           assistance for the safety and convenience of the government representatives in the
           performance of their duties. All site visits and evaluations must be performed in a
           manner that does not unduly interfere with or delay the work.

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Proposal No. 10011132-11-W


       I. REPORTING REQUIREMENTS

           1. Requirements. The reporting requirements for this award are identified on the
              Federal Assistance Reporting Checklist, DOE F 4600.2, attached to this award.
              Failure to comply with these reporting requirements is considered a material
              noncompliance with the terms of the award. Noncompliance may result in
              withholding of future payments, suspension or termination of the current award,
              and withholding of future awards. A willful failure to perform, a history of failure
              to perform, or unsatisfactory performance of this and/or other financial assistance
              awards, may also result in a debarment action to preclude future awards by
              Federal agencies.

           2. Additional Recovery Act Reporting Requirements are found in the Provision
              below labeled: “Reporting And Registration Requirements Under Section 1512
              Of The Recovery Act.”

       J. PUBLICATIONS

           You are encouraged to publish or otherwise make publicly available the results of the
           work conducted under the award.

           An acknowledgment of DOE support and a disclaimer must appear in the publication
           of any material, whether copyrighted or not, based on or developed under this project,
           as follows:

           Acknowledgment: “This material is based upon work supported by the Department
           of Energy [National Nuclear Security Administration] [add name(s) of other agencies,
           if applicable] under Award Number(s) [enter the award number(s)].”

           Disclaimer: “This report was prepared as an account of work sponsored by an
           agency of the United States Government. Neither the United States Government nor
           any agency thereof, nor any of their employees, makes any warranty, express or
           implied, or assumes any legal liability or responsibility for the accuracy,
           completeness, or usefulness of any information, apparatus, product, or process
           disclosed, or represents that its use would not infringe privately owned rights.
           Reference herein to any specific commercial product, process, or service by trade
           name, trademark, manufacturer, or otherwise does not necessarily constitute or imply
           its endorsement, recommendation, or favoring by the United States Government or
           any agency thereof. The views and opinions of authors expressed herein do not
           necessarily state or reflect those of the United States Government or any agency
           thereof.”

       K. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS

           You must obtain any required permits, ensure the safety and structural integrity of
           any repair, replacement, construction and/or alteration, and comply with applicable
           federal, state, and municipal laws, codes, and regulations for work performed under
           this award.

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Proposal No. 10011132-11-W


       L. LOBBYING RESTRICTIONS

           By accepting funds under this award, you agree that none of the funds obligated on
           the award shall be expended, directly or indirectly, to influence congressional action
           on any legislation or appropriation matters pending before Congress, other than to
           communicate to Members of Congress as described in 18 U.S.C. 1913. This
           restriction is in addition to those prescribed elsewhere in statute and regulation.

       M. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS

           You are restricted from taking any action using Federal funds, which would have an
           adverse effect on the environment or limit the choice of reasonable alternatives prior
           to DOE providing either a NEPA clearance or a final NEPA decision regarding this
           project.

           If you move forward with activities that are not authorized for Federal funding by the
           DOE Contracting Officer in advance of the final NEPA decision, you are doing so at
           risk of not receiving Federal funding and such costs may not be recognized as
           allowable cost share.

           If this award includes construction activities, you must submit an environmental
           evaluation report/evaluation notification form addressing NEPA issues prior to DOE
           initiating the NEPA process.

       N. HISTORIC PRESERVATION

           Prior to the expenditure of Project funds to alter any historic structure or site, the
           Recipient or subrecipient shall ensure that it is compliant with Section 106 of the
           National Historic Preservation Act (NHPA), consistent with DOE’s 2009 letter of
           delegation of authority regarding the NHPA. Section 106 applies to historic
           properties that are listed in or eligible for listing in the National Register of Historic
           Places. If applicable, the Recipient or subrecipient must contact the State Historic
           Preservation Officer (SHPO), and the Tribal Historic Preservation Officer (THPO) to
           coordinate the Section 106 review outlined in 36 CFR Part 800. SHPO contact
           information is available at the following link: http://www.ncshpo.org/find/index.htm.
           THPO contact information is available at the following link:
           http://www.nathpo.org/map.html . Section 110(k) of the NHPA applies to DOE
           funded activities.

           If applicable, the Recipient or subrecipient certifies that it will retain sufficient
           documentation, to demonstrate that the Recipient or subrecipient has received
           required approval(s) from the SHPO or THPO for the Project. Recipients or
           subrecipients shall avoid taking any action that results in an adverse effect to historic
           properties pending compliance with Section 106. The Recipient or subrecipient shall
           deem compliance with Section 106 of the NHPA complete only after it has received
           this documentation. The Recipient or subrecipient shall make this documentation
           available to DOE on DOE’s request (for example, during a post-award audit).


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Proposal No. 10011132-11-W


       O. WASTE STREAM

           The Recipient assures that it will create or obtain a waste management plan
           addressing waste generated by a proposed Project prior to the Project generating
           waste. This waste management plan will describe the Recipient's or subrecipient's
           plan to dispose of any sanitary or hazardous waste (e.g., construction and demolition
           debris, old light bulbs, lead ballasts, piping, roofing material, discarded equipment,
           debris, and asbestos) generated as a result of the proposed Project. The Recipient
           shall ensure that the Project is in compliance with all Federal, state and local
           regulations for waste disposal. The Recipient shall make the waste management plan
           and related documentation available to DOE on DOE's request (for example, during a
           post-award audit).

       P. DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS

           Notwithstanding any other provisions of this Agreement, the Government shall not be
           responsible for or have any obligation to the Recipient for (i) Decontamination and/or
           Decommissioning (D&D) of any of the Recipient’s facilities, or (ii) any costs which
           may be incurred by the Recipient in connection with the D&D of any of its facilities
           due to the performance of the work under this Agreement, whether said work was
           performed prior to or subsequent to the effective date of the Agreement.

       Q. SUBGRANTS AND LOANS

           1. The Recipient hereby warrants that it will ensure that all activities by sub-
              grantee(s) and loan recipients to accomplish the approved Project Description or
              Statement of Project Objectives are eligible activities under 42 U.S.C. 171534(1)-
              (13). State recipients hereby warrant that they will ensure that all activities by
              sub-grantee(s) and loan recipients pursuant to 42 U.S.C. 17155(c)(1)(A) to
              accomplish the approved Project Description or Statement of Project objects are
              eligible activities under 42 U.S.C. 171534(3)-(13).

           2. Upon the Recipient’s selection of the sub-grantee(s) and loan recipients, the
              Recipient shall notify (i.e. approval not required) the DOE Contracting Officer
              with the following information for each, regardless of dollar amount:

               a. Name of Sub-Grantee

               b. DUNS Number

               c. Award Amount

               d. Statement of work including applicable activities

                   State recipients shall notify the DOE Contracting Officer with the above
                   information within 180 days of the award date in Block 27 of the Assistance
                   Agreement Cover Page.


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Proposal No. 10011132-11-W


               e. In addition to the information in paragraph b. above, for each sub-grant and
                  loan that has an estimated cost greater than $2,000,000, the recipient must
                  submit for approval by the Contracting Officer, a SF424A Budget Information
                  – Nonconstruction Programs, and PMC 123.1 Cost Reasonableness
                  Determination for Financial Assistance (available at http://www.eere-
                  pmc.energy.gov/forms.aspx).

       R. JUSTIFICATION OF BUDGET COSTS

           1. In the original application, the recipient did not provide sufficient information to
              justify the approval or release of funds for the proposed activities. In order to
              receive reimbursement for the costs associated with the activities listed in the
              approved Statement of Project Objectives (SOPO), a justification for all proposed
              costs must be submitted to the DOE Contracting Officer.

           2. The Recipient must provide justification for the following costs:

               a. Personnel Costs

                   The Recipient must submit cost justification for the following personnel costs:
                   for approval by the Contracting Officer.

               b. Fringe Benefit Costs

                   The Recipient must submit a fringe benefit rate proposal/agreement for
                   approval by the Contracting Officer.

               c. Travel Costs

                   The Recipient must submit cost justification for the following travel costs: for
                   approval by the Contracting Officer.

               d. Equipment Costs

                   The Recipient must submit vendor quotes for equipment with an individual
                   item cost of $50,000 or more, for approval by the Contracting Officer.

               e. Supplies Costs

                   The Recipient must submit cost justification for the following supplies costs:
                   for approval by the Contracting Officer.

               f. Contractual Costs

                   The recipient shall provide the following information for each individual or
                   company that will receive EECBG funding, regardless of dollar amount:

                   (1)   Name


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Proposal No. 10011132-11-W


                   (2)   DUNS Number

                   (3)   Award Amount

                   (4)   Statement of work including applicable activities

                   (5)   NEPA documentation, as applicable

           3. In addition to the information in paragraph 1. above, for each individual or
              company that has an estimated cost greater than $2,000,000, the Recipient must
              submit a separate SF424A Budget Information – Nonconstruction Programs, and
              Budget Justification. The DOE Contracting Officer may require additional
              information concerning these individuals or companies prior to providing written
              approval.

               a. Other Direct Costs

                   The Recipient must submit cost justification for the following other direct
                   costs: for approval by the Contracting Officer.

               b. Indirect Costs:

                   The Recipient must submit an indirect rate proposal/agreement for approval
                   by the Contracting Officer.

           4. Upon written notification and/or approval by the Contracting Officer, the
              Recipient may then receive payment for the activities listed in the approved
              SOPO for allowable costs incurred in accordance with the payment provisions
              contained in the Special Terms and Conditions of this agreement. These written
              notifications and/or approvals will be incorporated into the award by formal
              modification at a future date.




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Proposal No. 10011132-11-W


       S. ADVANCE UNDERSTANDING CONCERNING PUBLICLY FINANCED
          ENERGY IMPROVEMENT PROGRAMS

           The parties recognize that the Recipient may use funds under this award for Property-
           Assessed Clean Energy (PACE) loans, Sustainable Energy Municipal Financing,
           Clean Energy Assessment Districts, Energy Loan Tax Assessment Programs
           (ELTAPS), or any other form or derivation of Special Taxing District whereby taxing
           entities collect payments through increased tax assessments for energy efficiency and
           renewable energy building improvements made by their constituents. The
           Department of Energy intends to publish "Best Practices" or other guidelines
           pertaining to the use of funds made available to the Recipient under this award
           pertaining to the programs identified herein. By accepting this award, the Recipient
           agrees to incorporate, to the maximum extent practicable, those Best Practices and
           other guidelines into any such program(s) within a reasonable time after notification
           by DOE that the Best Practices or guidelines have been made available. The
           Recipient also agrees, by its acceptance of this award, to require its sub-recipients to
           incorporate to the maximum extent practicable the best practices and other guideline
           into any such program used by the sub-recipient.

       T. SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN
          RECOVERY AND REINVESTMENT ACT OF 2009 (MAY 2009)

           1. Preamble

                The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5,
               (Recovery Act) was enacted to preserve and create jobs and promote economic
               recovery, assist those most impacted by the recession, provide investments needed
               to increase economic efficiency by spurring technological advances in science and
               health, invest in transportation, environmental protection, and other infrastructure
               that will provide long-term economic benefits, stabilize State and local
               government budgets, in order to minimize and avoid reductions in essential
               services and counterproductive State and local tax increases. Recipients shall use
               grant funds in a manner that maximizes job creation and economic benefit.

               The Recipient shall comply with all terms and conditions in the Recovery Act
               relating generally to governance, accountability, transparency, data collection and
               resources as specified in Act itself and as discussed below.

               Recipients should begin planning activities for their first tier subrecipients,
               including obtaining a DUNS number (or updating the existing DUNS record), and
               registering with the Central Contractor Registration (CCR).

               Be advised that Recovery Act funds can be used in conjunction with other
               funding as necessary to complete projects, but tracking and reporting must be
               separate to meet the reporting requirements of the Recovery Act and related
               guidance. For projects funded by sources other than the Recovery Act,
               Contractors must keep separate records for Recovery Act funds and to ensure
               those records comply with the requirements of the Act.
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Proposal No. 10011132-11-W


               The Government has not fully developed the implementing instructions of the
               Recovery Act, particularly concerning specific procedural requirements for the
               new reporting requirements. The Recipient will be provided these details as they
               become available. The Recipient must comply with all requirements of the Act.
               If the recipient believes there is any inconsistency between ARRA requirements
               and current award terms and conditions, the issues will be referred to the
               Contracting Officer for reconciliation.

           2.  Definitions

               For purposes of this clause, Covered Funds means funds expended or obligated
               from appropriations under the American Recovery and Reinvestment Act of 2009,
               Pub. L. 111-5. Covered Funds will have special accounting codes and will be
               identified as Recovery Act funds in the grant, cooperative agreement or TIA
               and/or modification using Recovery Act funds. Covered Funds must be
               reimbursed by September 30, 2015.

                Non-Federal employer means any employer with respect to covered funds -- the
               contractor, subcontractor, grantee, or recipient, as the case may be, if the
               contractor, subcontractor, grantee, or recipient is an employer; and any
               professional membership organization, certification of other professional body,
               any agent or licensee of the Federal government, or any person acting directly or
               indirectly in the interest of an employer receiving covered funds; or with respect
               to covered funds received by a State or local government, the State or local
               government receiving the funds and any contractor or subcontractor receiving the
               funds and any contractor or subcontractor of the State or local government; and
               does not mean any department, agency, or other entity of the federal government.

               Recipient means any entity that receives Recovery Act funds directly from the
               Federal government (including Recovery Act funds received through grant, loan,
               or contract) other than an individual and includes a State that receives Recovery
               Act Funds.

           3. Special Provisions

               a. Flow Down Requirement

                   Recipients must include these special terms and conditions in any subaward.

           4. Segregation of Costs

                Recipients must segregate the obligations and expenditures related to funding
               under the Recovery Act. Financial and accounting systems should be revised as
               necessary to segregate, track and maintain these funds apart and separate from
               other revenue streams. No part of the funds from the Recovery Act shall be
               commingled with any other funds or used for a purpose other than that of making
               payments for costs allowable for Recovery Act projects.


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Proposal No. 10011132-11-W


           5. Prohibition on Use of Funds

               None of the funds provided under this agreement derived from the American
               Recovery and Reinvestment Act of 2009, Pub. L. 111-5, may be used by any State
               or local government, or any private entity, for any casino or other gambling
               establishment, aquarium, zoo, golf course, or swimming pool.

           6. Access to Records

               With respect to each financial assistance agreement awarded utilizing at least
               some of the funds appropriated or otherwise made available by the American
               Recovery and Reinvestment Act of 2009, Pub. L. 111-5, any representative of an
               appropriate inspector general appointed under section 3 or 8G of the Inspector
               General Act of 1988 (5 U.S.C. App.) or of the Comptroller General is authorized:

               a. to examine any records of the contractor or grantee, any of its subcontractors
                  or subgrantees, or any State or local agency administering such contract that
                  pertain to, and involve transactions that relate to, the subcontract, subcontract,
                  grant, or subgrant; and

               b. to interview any officer or employee of the contractor, grantee, subgrantee, or
                  agency regarding such transactions.

           7. Publication

               An application may contain technical data and other data, including trade secrets
               and/or privileged or confidential information, which the applicant does not want
               disclosed to the public or used by the Government for any purpose other than the
               application. To protect such data, the applicant should specifically identify each
               page including each line or paragraph thereof containing the data to be protected
               and mark the cover sheet of the application with the following Notice as well as
               referring to the Notice on each page to which the Notice applies:

           8. Notice of Restriction on Disclosure and Use of Data

               The data contained in pages ---- of this application have been submitted in
               confidence and contain trade secrets or proprietary information, and such data
               shall be used or disclosed only for evaluation purposes, provided that if this
               applicant receives an award as a result of or in connection with the submission of
               this application, DOE shall have the right to use or disclose the data here to the
               extent provided in the award. This restriction does not limit the Government's
               right to use or disclose data obtained without restriction from any source,
               including the applicant.




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Proposal No. 10011132-11-W


               Information about this agreement will be published on the Internet and linked to
               the website.recovery.gov, maintained by the Accountability and Transparency
               Board. The Board may exclude posting contractual or other information on the
               website on a case-by-case basis when necessary to protect national security or to
               protect information that is not subject to disclosure under sections 552 and 552a
               of title 5, United States Code.

       U. PROTECTING STATE AND LOCAL GOVERNMENT AND CONTRACTOR
          WHISTLEBLOWERS.

           1. The requirements of Section 1553 of the Act are summarized below. They
              include, but are not limited to:

               a. Prohibition on Reprisals: An employee of any non-Federal employer
                  receiving covered funds under the American Recovery and Reinvestment Act
                  of 2009, Pub. L. 111-5, may not be discharged, demoted, or otherwise
                  discriminated against as a reprisal for disclosing, including a disclosure made
                  in the ordinary course of an employee's duties, to the Accountability and
                  Transparency Board, an inspector general, the Comptroller General, a member
                  of Congress, a State or Federal regulatory or law enforcement agency, a
                  person with supervisory authority over the employee (or other person working
                  for the employer who has the authority to investigate, discover or terminate
                  misconduct), a court or grant jury, the head of a Federal agency, or their
                  representatives information that the employee believes is evidence of:

                   (1)   Gross management of an agency contract or grant relating to covered
                         funds;

                   (2)   A gross waste of covered funds;

                   (3)   A substantial and specific danger to public health or safety related to the
                         implementation or use of covered funds;

                   (4)   an abuse of authority related to the implementation or use of covered
                         funds; or as violation of law, rule, or regulation related to an agency
                         contract (including the competition for or negotiation of a contract) or
                         grant, awarded or issued relating to covered funds.

               b. Agency Action: Not later than thirty (30) days after receiving an inspector
                  general report of an alleged reprisal, the head of the agency shall determine
                  whether there is sufficient basis to conclude that the non-Federal employer has
                  subjected the employee to a prohibited reprisal. The agency shall either issue
                  an order denying relief in whole or in part or shall take one or more of the
                  following actions:

                   (1)   Order the employer to take affirmative action to abate the reprisal.



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Proposal No. 10011132-11-W


                   (2)   Order the employer to reinstate the person to the position that the person
                         held before the reprisal, together with compensation including back pay,
                         compensatory damages, employment benefits, and other terms and
                         conditions of employment that would apply to the person in that
                         position if the reprisal had not been taken.

                   (3)   Order the employer to pay the employee an amount equal to the
                         aggregate amount of all costs and expenses (including attorneys' fees
                         and expert witnesses' fees) that were reasonably incurred by the
                         employee for or in connection with, bringing the complaint regarding
                         the reprisal, as determined by the head of a court of competent
                         jurisdiction.

               c. Nonenforceability of Certain Provisions Waiving Rights and remedies or
                  Requiring Arbitration: Except as provided in a collective bargaining
                  agreement, the rights and remedies provided to aggrieved employees by this
                  section may not be waived by any agreement, policy, form, or condition of
                  employment, including any predispute arbitration agreement. No predispute
                  arbitration agreement shall be valid or enforceable if it requires arbitration of a
                  dispute arising out of this section.  

               d. Requirement to Post Notice of Rights and Remedies: Any employer receiving
                  covered funds under the American Recovery and Reinvestment Act of 2009,
                  Pub. L. 111-5, shall post notice of the rights and remedies as required therein.
                  (Refer to section 1553 of the American Recovery and Reinvestment Act of
                  2009, Pub. L. 111-5, www.Recovery.gov, for specific requirements of this
                  section and prescribed language for the notices.).

       V. FALSE CLAIMS ACT

           Recipient and sub-recipients shall promptly refer to the DOE or other appropriate
           Inspector General any credible evidence that a principal, employee, agent, contractor,
           sub-grantee, subcontractor or other person has submitted a false claim under the False
           Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,
           conflict of interest, bribery, gratuity or similar misconduct involving those funds.

       W. INFORMATION IN SUPPORT OF RECOVERY ACT REPORTING

           Recipient may be required to submit backup documentation for expenditures of funds
           under the Recovery Act including such items as timecards and invoices. Recipient
           shall provide copies of backup documentation at the request of the Contracting
           Officer or designee.

       X. AVAILABILITY OF FUNDS

           Funds obligated to this award are available for reimbursement of costs until 36
           months after the award date.


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Proposal No. 10011132-11-W


           1. Additional Funding Distribution and Assurance of Appropriate Use of Funds.

           2. Certification by Governor – For funds provided to any State or agency thereof by
              the American Reinvestment and Recovery Act of 2009, Pub. L. 111-5, the
              Governor of the State shall certify that: 1) the state will request and use funds
              provided by the Act; and 2) the funds will be used to create jobs and promote
              economic growth.

           3. Acceptance by State Legislature -- If funds provided to any State in any division
              of the Act are not accepted for use by the Governor, then acceptance by the State
              legislature, by means of the adoption of a concurrent resolution, shall be sufficient
              to provide funding to such State.

           4. Distribution -- After adoption of a State legislature's concurrent resolution,
              funding to the State will be for distribution to local governments, councils of
              government, public entities, and public-private entities within the State either by
              formula or at the State's discretion.

       Y. CERTIFICATIONS

           With respect to funds made available to State or local governments for infrastructure
           investments under the American Recovery and Reinvestment Act of 2009, Pub. L.
           111-5, the Governor, mayor, or other chief executive, as appropriate, certified by
           acceptance of this award that the infrastructure investment has received the full
           review and vetting required by law and that the chief executive accepts responsibility
           that the infrastructure investment is an appropriate use of taxpayer dollars. Recipient
           shall provide an additional certification that includes a description of the investment,
           the estimated total cost, and the amount of covered funds to be used for posting on the
           Internet. A State or local agency may not receive infrastructure investment funding
           from funds made available by the Act unless this certification is made and posted.

       Z. REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512
          OF THE RECOVERY ACT

           1. This award requires the recipient to complete projects or activities which are
              funded under the American Recovery and Reinvestment Act of 2009 (Recovery
              Act) and to report on use of Recovery Act funds provided through this award.
              Information from these reports will be made available to the public.

           2. The reports are due no later than ten (10) calendar days after each calendar quarter
              in which the Recipient receives the assistance award funded in whole or in part by
              the Recovery Act.




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Proposal No. 10011132-11-W


                Recipients and their first-tier subrecipients must maintain current registrations in
                the Central Contractor Registration (http://www.ccr.gov) at all times during which
                they have active federal awards funded with Recovery Act funds. A Dun and
                Bradstreet Data Universal Numbering System (DUNS) Number
                (http://www.dnb.com) is one of the requirements for registration in the Central
                Contractor Registration.

           3. The recipient shall report the information described in section 1512(c) of the
              Recovery Act using the reporting instructions and data elements that will be
              provided online at http://www.FederalReporting.gov and ensure that any
              information that is pre-filled is corrected or updated as needed.

     AA. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT
         AND PRODUCTS -- SENSE OF CONGRESS

           It is the sense of the Congress that, to the greatest extent practicable, all equipment
           and products purchased with funds made available under this award should be
           American-made.

           *Special Note: Definitization of the Provisions entitled, “Required Use of American
           Iron, Steel, and Manufactured Goods – Section 1605 Of The American Recovery and
           Reinvestment Act Of 2009” and “Required Use Of American Iron, Steel, and
           Manufactured Goods (Covered Under International Agreements) – Section 1605 Of
           The American Recovery And Reinvestment Act Of 2009” will be done upon
           definition and review of final activities.

     BB. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED
         GOODS – SECTION 1605 OF THE AMERICAN RECOVERY AND
         REINVESTMENT ACT OF 2009

           If the Recipient determines at any time that any construction, alteration, or repair
           activity on a public building or public works will be performed during the course of
           the project, the Recipient shall notify the Contracting Officer prior to commencing
           such work and the following provisions shall apply.

           1.   Definitions. As used in this award term and condition -

                a. Manufactured good means a good brought to the construction site for
                   incorporation into the building or work that has been -

                b. Processed into a specific form and shape; or

                c. Combined with other raw material to create a material that has different
                   properties than the properties of the individual raw materials.




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Proposal No. 10011132-11-W


           2. Public building and public work means a public building of, and a public work
              of, a governmental entity (the United States; the District of Columbia;
              commonwealths, territories, and minor outlying islands of the United States; State
              and local governments; and multi-State, regional, or interstate entities which have
              governmental functions). These buildings and works may include, without
              limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels,
              sewers, mains, power lines, pumping stations, heavy generators, railways,
              airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties,
              breakwaters, levees, and canals, and the construction, alteration, maintenance, or
              repair of such buildings and works.

           3. Steel means an alloy that includes at least fifty percent (50%) iron, between .02
              and 2 percent carbon, and may include other elements.

           4. Domestic preference. (1) This award term and condition implements Section
              1605 of the American Recovery and Reinvestment Act of 2009 (Recovery Act)
              (Pub. L. 111–5), by requiring that all iron, steel, and manufactured goods used in
              the project are produced in the United States except as provided in paragraph
              (b)(3) of this section and condition.

               a. This requirement does not apply to the material listed by the Federal
                  Government as follows:

               b. To Be Determined

           5. The award official may add other iron, steel, and/or manufactured goods to the list
              in paragraph (b)(2) of this section and condition if the Federal Government
              determines that:

               a. The cost of the domestic iron, steel, and/or manufactured goods would be
                  unreasonable. The cost of domestic iron, steel, or manufactured goods used in
                  the project is unreasonable when the cumulative cost of such material will
                  increase the cost of the overall project by more than twenty-five percent
                  (25%).

               b. The iron, steel, and/or manufactured good is not produced, or manufactured in
                  the United States in sufficient and reasonably available quantities and of a
                  satisfactory quality; or

               c. The application of the restriction of section 1605 of the Recovery Act would
                  be inconsistent with the public interest.

           6. Request for determination of inapplicability of Section 1605 of the Recovery
              Act. (1)(i) Any recipient request to use foreign iron, steel, and/or manufactured
              goods in accordance with paragraph (b)(3) of this section shall include adequate
              information for Federal Government evaluation of the request, including -



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Proposal No. 10011132-11-W


               a.    A description of the foreign and domestic iron, steel, and/or manufactured
                    goods;

               b.   Unit of measure;

               c. Quantity;

               d. Cost;

               e. Time of delivery or availability;

               f.   Location of the project;

               g. Name and address of the proposed supplier; and

               h. A detailed justification of the reason for use of foreign iron, steel, and/or
                  manufactured goods cited in accordance with paragraph (b)(3) of this section.

               i. A request based on unreasonable cost shall include a reasonable survey of the
                  market and a completed cost comparison table in the format in paragraph (d)
                  of this section.

               j.   The cost of iron, steel, and/or manufactured goods material shall include all
                    delivery costs to the construction site and any applicable duty.

               k. Any recipient request for a determination submitted after Recovery Act funds
                  have been obligated for a project for construction, alteration, maintenance, or
                  repair shall explain why the recipient could not reasonably foresee the need
                  for such determination and could not have requested the determination before
                  the funds were obligated. If the recipient does not submit a satisfactory
                  explanation, the award official need not make a determination.

           7. If the Federal Government determines after funds have been obligated for a
              project for construction, alteration, maintenance, or repair that an exception to
              section 1605 of the Recovery Act applies, the award official will amend the award
              to allow use of the foreign iron, steel, and/or relevant manufactured goods. When
              the basis for the exception is no availability or public interest, the amended award
              shall reflect adjustment of the award amount, redistribution of budgeted funds,
              and/or other actions taken to cover costs associated with acquiring or using the
              foreign iron, steel, and/or relevant manufactured goods. When the basis for the
              exception is the unreasonable cost of the domestic iron, steel, or manufactured
              goods, the award official shall adjust the award amount or redistribute budgeted
              funds by at least the differential established in 2 CFR 176.110(a).

           8. Unless the Federal Government determines that an exception to section 1605 of
              the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods is
              noncompliant with section 1605 of the American Recovery and Reinvestment
              Act.

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Proposal No. 10011132-11-W


                a. Data. To permit evaluation of requests under paragraph (b) of this section
                   based on unreasonable cost, the Recipient shall include the following
                   information and any applicable supporting data based on the survey of
                   suppliers:
                             Foreign and Domestic Items Cost Comparison 

                                                                                       Cost
   Description                                        Unit of measure    Quantity      (dollars)*
   Item 1:
   Foreign steel, iron, or manufactured good
   Domestic steel, iron, or manufactured good
   Item 2:
   Foreign steel, iron, or manufactured good
   Domestic steel, iron, or manufactured good

   List name, address, telephone number, email address, and contact for suppliers surveyed.
   Attach copy of response; if oral, attach summary.

   Include other applicable supporting information.

   *Include all delivery costs to the construction site.

     CC. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED
         GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) – SECTION
         1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

             1. Definitions. As used in this award term and condition—

             2. Designated country - (1) A World Trade Organization Government Procurement
                Agreement country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech
                Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong,
                Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia,
                Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland,
                Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden,
                Switzerland, and United Kingdom;

                a. A Free Trade Agreement (FTA) country (Australia, Bahrain, Canada, Chile,
                   Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Israel,
                   Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore); or

                b. A United States-European Communities Exchange of Letters (May 15, 1995)
                   country: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark,
                   Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia,
                   Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania,
                   Slovak Republic, Slovenia, Spain, Sweden, and United Kingdom.
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Proposal No. 10011132-11-W


           3. Designated country iron, steel, and/or manufactured goods - (1) Is wholly the
              growth, product, or manufacture of a designated country; or

                  In the case of a manufactured good that consist in whole or in part of materials
                   from another country, has been substantially transformed in a designated
                   country into a new and different manufactured good distinct from the
                   materials from which it was transformed.

           4. Domestic iron, steel, and/or manufactured good - (1) Is wholly the growth,
              product, or manufacture of the United States; or

                  In the case of a manufactured good that consists in whole or in part of
                   materials from another country, has been substantially transformed in the
                   United States into a new and different manufactured good distinct from the
                   materials from which it was transformed. There is no requirement with regard
                   to the origin of components or subcomponents in manufactured goods or
                   products, as long as the manufacture of the goods occurs in the United States.

           5. Foreign iron, steel, and/or manufactured good means iron, steel and/or
              manufactured good that is not domestic or designated country iron, steel, and/or
              manufactured good.

           6. Manufactured good means a good brought to the construction site for
              incorporation into the building or work that has been:

           7. Processed into a specific form and shape; or

               Combined with other raw material to create a material that has different properties
               than the properties of the individual raw materials.

           8. Public building and public work means a public building of, and a public work
              of, a governmental entity (the United States; the District of Columbia;
              commonwealths, territories, and minor outlying islands of the United States; State
              and local governments; and multi-State, regional, or interstate entities which have
              governmental functions). These buildings and works may include, without
              limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels,
              sewers, mains, power lines, pumping stations, heavy generators, railways,
              airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties,
              breakwaters, levees, and canals, and the construction, alteration, maintenance, or
              repair of such buildings and works.

               Steel means an alloy that includes at least 50 percent (50%) iron, between .02 and
               two percent (2%) carbon, and may include other elements.

           9. Iron, steel, and manufactured goods. (1) The award term and condition described
              in this section implements:



                                                39
Proposal No. 10011132-11-W


               a. Section 1605(a) of the American Recovery and Reinvestment Act of 2009
                  (Pub. L. 111–5) (Recovery Act), by requiring that all iron, steel, and
                  manufactured goods used in the project are produced in the United States; and

               b. Section 1605(d), which requires application of the Buy American requirement
                  in a manner consistent with U.S. obligations under international agreements.
                  The restrictions of section 1605 of the Recovery Act do not apply to
                  designated country iron, steel, and/or manufactured goods. The Buy
                  American requirement in section 1605 shall not be applied where the iron,
                  steel or manufactured goods used in the project are from a Party to an
                  international agreement that obligates the recipient to treat the goods and
                  services of that Party the same as domestic goods and services. This
                  obligation shall only apply to projects with an estimated value of $7,443,000
                  or more.

               c. The recipient shall use only domestic or designated country iron, steel, and
                  manufactured goods in performing the work funded in whole or part with this
                  award, except as provided in paragraphs (b)(3) and (b)(4) of this section.

               d. The requirement in paragraph (b)(2) of this section does not apply to the iron,
                  steel, and manufactured goods listed by the Federal Government as follows:

               e. The award official may add other iron, steel, and manufactured goods to the
                  list in paragraph (b)(3) of this section if the Federal Government determines
                  that:

                   (1)   The cost of domestic iron, steel, and/or manufactured goods would be
                         unreasonable. The cost of domestic iron, steel, and/or manufactured
                         goods used in the project is unreasonable when the cumulative cost of
                         such material will increase the overall cost of the project by more than
                         twenty five percent (25%);

                   (2)   The iron, steel, and/or manufactured good is not produced, or
                         manufactured in the United States in sufficient and reasonably available
                         commercial quantities of a satisfactory quality; or

                   (3)   The application of the restriction of section 1605 of the Recovery Act
                         would be inconsistent with the public interest.

               f. Request for determination of inapplicability of section 1605 of the Recovery
                  Act or the Buy American Act. (1)(i) Any recipient request to use foreign iron,
                  steel, and/or manufactured goods in accordance with paragraph (b)(4) of this
                  section shall include adequate information for Federal Government evaluation
                  of the request, including:

               g. A description of the foreign and domestic iron, steel, and/or manufactured
                  goods;


                                                40
Proposal No. 10011132-11-W


               h. Unit of measure;

               i. Quantity;

               j. Cost;

               k. Time of delivery or availability;

               l. Location of the project;

               m. Name and address of the proposed supplier; and

               n. A detailed justification of the reason for use of foreign iron, steel, and/or
                  manufactured goods cited in accordance with paragraph (b)(4) of this section.

                   (1)    Proposer’s Statement of Financial Responsibility (use form in Forms
                          section) and include in Volume II, Price Proposal. A request based on
                          unreasonable cost shall include a reasonable survey of the market and a
                          completed cost comparison table in the format in paragraph (d) of this
                          section.

                   (2)    The cost of iron, steel, or manufactured goods shall include all delivery
                          costs to the construction site and any applicable duty.

                   (3)    Any recipient request for a determination submitted after Recovery Act
                          funds have been obligated for a project for construction, alteration,
                          maintenance, or repair shall explain why the recipient could not
                          reasonably foresee the need for such determination and could not have
                          requested the determination before the funds were obligated. If the
                          recipient does not submit a satisfactory explanation, the award official
                          need not make a determination.

               o. If the Federal Government determines after funds have been obligated for a
                  project for construction, alteration, maintenance, or repair that an exception to
                  section 1605 of the Recovery Act applies, the award official will amend the
                  award to allow use of the foreign iron, steel, and/or relevant manufactured
                  goods. When the basis for the exception is no availability or public interest,
                  the amended award shall reflect adjustment of the award amount,
                  redistribution of budgeted funds, and/or other appropriate actions taken to
                  cover costs associated with acquiring or using the foreign iron, steel, and/or
                  relevant manufactured goods. When the basis for the exception is the
                  unreasonable cost of the domestic iron, steel, or manufactured goods, the
                  award official shall adjust the award amount or redistribute budgeted funds, as
                  appropriate, by at least the differential established in 2 CFR 176.110(a).




                                                 41
Proposal No. 10011132-11-W


                    Unless the Federal Government determines that an exception to section 1605
                    of the Recovery Act applies, use of foreign iron, steel, and/or manufactured
                    goods other than designated country iron, steel, and/or manufactured goods is
                    noncompliant with the applicable Act.

                p. Data. To permit evaluation of requests under paragraph (b) of this section
                   based on unreasonable cost, the applicant shall include the following
                   information and any applicable supporting data based on the survey of
                   suppliers:
                             Foreign and Domestic Items Cost Comparison 

                                                                                           Cost
   Description                                          Unit of Measure Quantity         (dollars)*
   Item 1:
   Foreign steel, iron, or manufactured good
   Domestic steel, iron, or manufactured good
   Item 2:
   Foreign steel, iron, or manufactured good
   Domestic steel, iron, or manufactured good

List name, address, telephone number, email address, and contact for suppliers surveyed.
Attached copy of response; if oral, attach summary.

Include other applicable supporting information.

*Include all delivery costs to the construction site.

     DD. WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY
         ACT

             1. Section 1606 of the Recovery Act requires that all laborers and mechanics
                employed by contractors and subcontractors on projects funded directly by or
                assisted in whole or in part by and through the Federal Government pursuant to
                the Recovery Act shall be paid wages at rates not less than those prevailing on
                projects of a character similar in the locality as determined by the Secretary of
                Labor in accordance with subchapter IV of chapter 31 of title 40, United States
                Code.




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Proposal No. 10011132-11-W


               Pursuant to Reorganization Plan No. 14 and the Copeland Act, 40 U.S.C. 3145,
               the Department of Labor has issued regulations at 29 CFR parts 1, 3, and 5 to
               implement the Davis-Bacon and related Acts. Regulations in 29 CFR 5.5 instruct
               agencies concerning application of the standard Davis-Bacon contract clauses set
               forth in that section. Federal agencies providing grants, cooperative agreements,
               and loans under the Recovery Act shall ensure that the standard Davis-Bacon
               contract clauses found in 29 CFR 5.5(a) are incorporated in any resultant covered
               contracts that are in excess of $2,000 for construction, alteration or repair
               (including painting and decorating).

               For additional guidance on the wage rate requirements of section 1606, contact
               your awarding agency. Recipients of grants, cooperative agreements and loans
               should direct their initial inquiries concerning the application of Davis-Bacon
               requirements to a particular federally assisted project to the Federal agency
               funding the project. The Secretary of Labor retains final coverage authority under
               Reorganization Plan Number 14.

           2. Recovery Act Transactions Listed in Schedule of Expenditures of Federal Awards
              and Recipient Responsibilities For Informing Subrecipients

               a. To maximize the transparency and accountability of funds authorized under
                  the American Recovery and Reinvestment Act of 2009 (Pub. L. 111–5)
                  (Recovery Act) as required by Congress and in accordance with 2 CFR 215.21
                  “Uniform Administrative Requirements for Grants and Agreements” and
                  OMB Circular A–102 Common Rules provisions, recipients agree to maintain
                  records that identify adequately the source and application of Recovery Act
                  funds. OMB Circular A–102 is available at
                  http://www.whitehouse.gov/omb/circulars/a102/a102.html For recipients
                  covered by the Single Audit Act Amendments of 1996 and OMB Circular A–
                  133, “Audits of States, Local Governments, and Non-Profit Organizations,”
                  recipients agree to separately identify the expenditures for Federal awards
                  under the Recovery Act on the Schedule of Expenditures of Federal Awards
                  (SEFA) and the Data Collection Form (SF–SAC) required by OMB Circular
                  A–133. OMB Circular A–133 is available at
                  http://www.whitehouse.gov/omb/circulars/a133/a133.html . This shall be
                  accomplished by identifying expenditures for Federal awards made under the
                  Recovery Act separately on the SEFA, and as separate rows under Item 9 of
                  Part III on the SF–SAC by CFDA number, and inclusion of the prefix
                  “ARRA-” in identifying the name of the Federal program on the SEFA and as
                  the first characters in Item 9d of Part III on the SF–SAC.

               b. Recipients agree to separately identify to each subrecipient, and document at
                  the time of subaward and at the time of disbursement of funds, the Federal
                  award number, CFDA number, and amount of Recovery Act funds. When a
                  recipient awards Recovery Act funds for an existing program, the information
                  furnished to subrecipients shall distinguish the subawards of incremental
                  Recovery Act funds from regular subawards under the existing program.

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Proposal No. 10011132-11-W


               c. Recipients agree to require their subrecipients to include on their SEFA
                  information to specifically identify Recovery Act funding similar to the
                  requirements for the recipient SEFA described above. This information is
                  needed to allow the recipient to properly monitor subrecipient expenditure of
                  ARRA funds as well as oversight by the Federal awarding agencies, Offices
                  of Inspector General and the Government Accountability Office.

     EE. DAVIS-BACON ACT AND CONTRACT WORK HOURS AND SAFETY
         STANDARD ACT

           Definitions: For purposes of this provision, “Davis Bacon Act and Contract Work
           Hours and Safety Standards Act,” the following definitions are applicable:

           1. “Award” means any grant, cooperative agreement or technology investment
              agreement made with Recovery Act funds by the Department of Energy (DOE) to
              a Recipient. Such Award must require compliance with the labor standards
              clauses and wage rate requirements of the Davis-Bacon Act (DBA) for work
              performed by all laborers and mechanics employed by Recipients (other than a
              unit of State or local government whose own employees perform the construction)
              Subrecipients, Contractors, and subcontractors.

           2. “Contractor” means an entity that enters into a Contract. For purposes of these
              clauses, Contractor shall include (as applicable) prime contractors, Recipients,
              Subrecipients, and Recipients’ or Subrecipients’ contractors, subcontractors, and
              lower-tier subcontractors. “Contractor” does not mean a unit of State or local
              government where construction is performed by its own employees.”

           3. “Contract” means a contract executed by a Recipient, Subrecipient, prime
              contractor, or any tier subcontractor for construction, alteration, or repair. It may
              also mean (as applicable) (i) financial assistance instruments such as grants,
              cooperative agreements, technology investment agreements, and loans; and, (ii)
              Sub awards, contracts and subcontracts issued under financial assistance
              agreements. “Contract” does not mean a financial assistance instrument with a
              unit of State or local government where construction is performed by its own
              employees.

           4. “Contracting Officer” means the DOE official authorized to execute an Award on
              behalf of DOE and who is responsible for the business management and non-
              program aspects of the financial assistance process.

           5. “Recipient” means any entity other than an individual that receives an Award of
              Federal funds in the form of a grant, cooperative agreement, or technology
              investment agreement directly from the Federal Government and is financially
              accountable for the use of any DOE funds or property, and is legally responsible
              for carrying out the terms and conditions of the program and Award.




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           6. “Subaward” means an award of financial assistance in the form of money, or
              property in lieu of money, made under an award by a Recipient to an eligible
              Subrecipient or by a Subrecipient to a lower-tier subrecipient. The term includes
              financial assistance when provided by any legal agreement, even if the agreement
              is called a contract, but does not include the Recipient’s procurement of goods
              and services to carry out the program nor does it include any form of assistance
              which is excluded from the definition of “Award” above.

           7. “Subrecipient” means a non-Federal entity that expends Federal funds received
              from a Recipient to carry out a Federal program, but does not include an
              individual that is a beneficiary of such a program.

     FF.   DAVIS BACON ACT

           1. Minimum wages.

               a. All laborers and mechanics employed or working upon the site of the work (or
                  under the United States Housing Act of 1937 or under the Housing Act of
                  1949 in the construction or development of the project), will be paid
                  unconditionally and not less often than once a week, and, without subsequent
                  deduction or rebate on any account (except such payroll deductions as are
                  permitted by regulations issued by the Secretary of Labor under the Copeland
                  Act (29 CFR part 3), the full amount of wages and bona fide fringe benefits
                  (or cash equivalents thereof) due at time of payment computed at rates not less
                  than those contained in the wage determination of the Secretary of Labor
                  which is attached hereto and made a part hereof, regardless of any contractual
                  relationship which may be alleged to exist between the Contractor and such
                  laborers and mechanics.

                   Contributions made or costs reasonably anticipated for bona fide fringe
                   benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or
                   mechanics are considered wages paid to such laborers or mechanics, subject to
                   the provisions of paragraph (a)(1)(iv) of this section; also, regular
                   contributions made or costs incurred for more than a weekly period (but not
                   less often than quarterly) under plans, funds, or programs which cover the
                   particular weekly period, are deemed to be constructively made or incurred
                   during such weekly period. Such laborers and mechanics shall be paid the
                   appropriate wage rate and fringe benefits on the wage determination for the
                   classification of work actually performed, without regard to skill, except as
                   provided in § 5.5(a)(4). Laborers or mechanics performing work in more than
                   one classification may be compensated at the rate specified for each
                   classification for the time actually worked therein, provided that the
                   employer's payroll records accurately set forth the time spent in each
                   classification in which work is performed. The wage determination (including
                   any additional classification and wage rates conformed under paragraph
                   (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be
                   posted at all times by the Contractor and its subcontractors at the site of the
                   work in a prominent and accessible place where it can be easily seen by the
                   workers.

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           2. The Contracting Officer shall require that any class of laborers or mechanics,
              including helpers, which is not listed in the wage determination and which is to be
              employed under the Contract shall be classified in conformance with the wage
              determination. The Contracting Officer shall approve an additional classification
              and wage rate and fringe benefits therefore only when the following criteria have
              been met:

               a. The work to be performed by the classification requested is not performed by
                  a classification in the wage determination;

               b. The classification is utilized in the area by the construction industry; and

               c. The proposed wage rate, including any bona fide fringe benefits, bears a
                  reasonable relationship to the wage rates contained in the wage determination.

           3. If the Contractor and the laborers and mechanics to be employed in the
              classification (if known), or their representatives, and the Contracting Officer
              agree on the classification and wage rate (including the amount designated for
              fringe benefits where appropriate), a report of the action taken shall be sent by the
              Contracting Officer to the Administrator of the Wage and Hour Division, U.S.
              Department of Labor, Washington, DC 20210. The Administrator, or an
              authorized representative, will approve, modify, or disapprove every additional
              classification action within thirty (30) days of receipt and so advise the
              Contracting Officer or will notify the Contracting Officer within the thirty (30)
              day period that additional time is necessary.

           4. In the event the Contractor, the laborers or mechanics to be employed in the
              classification or their representatives, and the Contracting Officer do not agree on
              the proposed classification and wage rate (including the amount designated for
              fringe benefits, where appropriate), the Contracting Officer shall refer the
              questions, including the views of all interested parties and the recommendation of
              the Contracting Officer, to the Administrator for determination. The
              Administrator, or an authorized representative, will issue a determination within
              30 days of receipt and so advise the Contracting Officer or will notify the
              Contracting Officer within the 30-day period that additional time is necessary.

           5. The wage rate (including fringe benefits where appropriate) determined pursuant
              to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers
              performing work in the classification under this Contract from the first day on
              which work is performed in the classification.

               a. Whenever the minimum wage rate prescribed in the Contract for a class of
                  laborers or mechanics includes a fringe benefit which is not expressed as an
                  hourly rate, the Contractor shall either pay the benefit as stated in the wage
                  determination or shall pay another bona fide fringe benefit or an hourly cash
                  equivalent thereof.


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               b. If the Contractor does not make payments to a trustee or other third person,
                  the Contractor may consider as part of the wages of any laborer or mechanic
                  the amount of any costs reasonably anticipated in providing bona fide fringe
                  benefits under a plan or program, provided that the Secretary of Labor has
                  found, upon the written request of the Contractor, that the applicable standards
                  of the Davis-Bacon Act have been met. The Secretary of Labor may require
                  the Contractor to set aside in a separate account assets for the meeting of
                  obligations under the plan or program.

           6. Withholding. The Department of Energy or the Recipient or Subrecipient shall
              upon its own action or upon written request of an authorized representative of the
              Department of Labor withhold or cause to be withheld from the Contractor under
              this Contract or any other Federal contract with the same prime contractor, or any
              other federally-assisted contract subject to Davis-Bacon prevailing wage
              requirements, which is held by the same prime contractor, so much of the accrued
              payments or advances as may be considered necessary to pay laborers and
              mechanics, including apprentices, trainees, and helpers, employed by the
              Contractor or any subcontractor the full amount of wages required by the
              Contract. In the event of failure to pay any laborer or mechanic, including any
              apprentice, trainee, or helper, employed or working on the site of the work (or
              under the United States Housing Act of 1937 or under the Housing Act of 1949 in
              the construction or development of the project), all or part of the wages required
              by the Contract, the Department of Energy, Recipient, or Subrecipient, may, after
              written notice to the Contractor, sponsor, applicant, or owner, take such action as
              may be necessary to cause the suspension of any further payment, advance, or
              guarantee of funds until such violations have ceased.

           7. Payrolls and basic records.

               a. Payrolls and basic records relating thereto shall be maintained by the
                  Contractor during the course of the work and preserved for a period of three
                  (3) years thereafter for all laborers and mechanics working at the site of the
                  work (or under the United States Housing Act of 1937, or under the Housing
                  Act of 1949, in the construction or development of the project). Such records
                  shall contain the name, address, and social security number of each such
                  worker, his or her correct classification, hourly rates of wages paid (including
                  rates of contributions or costs anticipated for bona fide fringe benefits or cash
                  equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-
                  Bacon Act), daily and weekly number of hours worked, deductions made, and
                  actual wages paid.




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               b. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that
                  the wages of any laborer or mechanic include the amount of any costs
                  reasonably anticipated in providing benefits under a plan or program
                  described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall
                  maintain records which show that the commitment to provide such benefits is
                  enforceable, that the plan or program is financially responsible, and that the
                  plan or program has been communicated in writing to the laborers or
                  mechanics affected, and records which show the costs anticipated or the actual
                  cost incurred in providing such benefits. Contractors employing apprentices
                  or trainees under approved programs shall maintain written evidence of the
                  registration of apprenticeship programs and certification of trainee programs,
                  the registration of the apprentices and trainees, and the ratios and wage rates
                  prescribed in the applicable programs.

                   The Contractor shall submit weekly for each week in which any Contract
                   work is performed a copy of all payrolls to the Department of Energy if the
                   agency is a party to the Contract, but if the agency is not such a party, the
                   Contractor will submit the payrolls to the Recipient or Subrecipient (as
                   applicable), applicant, sponsor, or owner, as the case may be, for transmission
                   to the Department of Energy. The payrolls submitted shall set out accurately
                   and completely all of the information required to be maintained under 29 CFR
                   5.5(a)(3)(i), except that full social security numbers and home addresses shall
                   not be included on weekly transmittals. Instead, the payrolls shall only need
                   to include an individually identifying number for each employee (e.g., the last
                   four digits of the employee's social security number). The required weekly
                   payroll information may be submitted in any form desired. Optional Form
                   WH-347 is available for this purpose from the Wage and Hour Division Web
                   site at http://www.dol.gov/esa/whd/forms/wh347instr.html or its successor
                   site.

                   The prime Contractor is responsible for the submission of copies of payrolls
                   by all subcontractors. Contractors and subcontractors shall maintain the full
                   social security number and current address of each covered worker, and shall
                   provide them upon request to the Department of Energy if the agency is a
                   party to the Contract, but if the agency is not such a party, the Contractor will
                   submit them to the Recipient or Subrecipient (as applicable), applicant,
                   sponsor, or owner, as the case may be, for transmission to the Department of
                   Energy, the Contractor, or the Wage and Hour Division of the Department of
                   Labor for purposes of an investigation or audit of compliance with prevailing
                   wage requirements. It is not a violation of this section for a prime contractor
                   to require a subcontractor to provide addresses and social security numbers to
                   the prime contractor for its own records, without weekly submission to the
                   sponsoring government agency (or the Recipient or Subrecipient (as
                   applicable), applicant, sponsor, or owner).




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               c. Each payroll submitted shall be accompanied by a “Statement of
                  Compliance,” signed by the Contractor or subcontractor or his or her agent
                  who pays or supervises the payment of the persons employed under the
                  Contract and shall certify the following:

                   (1)   That the payroll for the payroll period contains the information required
                         to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the
                         appropriate information is being maintained under § 5.5 (a)(3)(i) of
                         Regulations, 29 CFR part 5, and that such information is correct and
                         complete;

                   (2)   That each laborer or mechanic (including each helper, apprentice, and
                         trainee) employed on the Contract during the payroll period has been
                         paid the full weekly wages earned, without rebate, either directly or
                         indirectly, and that no deductions have been made either directly or
                         indirectly from the full wages earned, other than permissible deductions
                         as set forth in Regulations, 29 CFR part 3;

                   (3)   That each laborer or mechanic has been paid not less than the applicable
                         wage rates and fringe benefits or cash equivalents for the classification
                         of work performed, as specified in the applicable wage determination
                         incorporated into the Contract.

           8. The weekly submission of a properly executed certification set forth on the
              reverse side of Optional Form WH-347 shall satisfy the requirement for
              submission of the “Statement of Compliance” required by paragraph (a)(3)(ii)(B)
              of this section.

           9. The falsification of any of the above certifications may subject the Contractor or
              subcontractor to civil or criminal prosecution under section 1001 of title 18 and
              section 3729 of title 31 of the United States Code.

               a. The Contractor or subcontractor shall make the records required under
                  paragraph (a)(3)(i) of this section available for inspection, copying, or
                  transcription by authorized representatives of the Department of Energy or the
                  Department of Labor, and shall permit such representatives to interview
                  employees during working hours on the job. If the Contractor or
                  subcontractor fails to submit the required records or to make them available,
                  the Federal agency may, after written notice to the Contractor, sponsor,
                  applicant, or owner, take such action as may be necessary to cause the
                  suspension of any further payment, advance, or guarantee of funds.
                  Furthermore, failure to submit the required records upon request or to make
                  such records available may be grounds for debarment action pursuant to 29
                  CFR 5.12.




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           10. Apprentices and trainees:

               a. Apprentices. Apprentices will be permitted to work at less than the
                  predetermined rate for the work they performed when they are employed
                  pursuant to and individually registered in a bona fide apprenticeship program
                  registered with the U.S. Department of Labor, Employment and Training
                  Administration, Office of Apprenticeship Training, Employer and Labor
                  Services, or with a State Apprenticeship Agency recognized by the Office, or
                  if a person is employed in his or her first 90 days of probationary employment
                  as an apprentice in such an apprenticeship program, who is not individually
                  registered in the program, but who has been certified by the Office of
                  Apprenticeship Training, Employer and Labor Services or a State
                  Apprenticeship Agency (where appropriate) to be eligible for probationary
                  employment as an apprentice.

               b. The allowable ratio of apprentices to journeymen on the job site in any craft
                  classification shall not be greater than the ratio permitted to the Contractor as
                  to the entire work force under the registered program. Any worker listed on a
                  payroll at an apprentice wage rate, who is not registered or otherwise
                  employed as stated above, shall be paid not less than the applicable wage rate
                  on the wage determination for the classification of work actually performed.
                  In addition, any apprentice performing work on the job site in excess of the
                  ratio permitted under the registered program shall be paid not less than the
                  applicable wage rate on the wage determination for the work actually
                  performed. Where a Contractor is performing construction on a project in a
                  locality other than that in which its program is registered, the ratios and wage
                  rates (expressed in percentages of the journeyman's hourly rate) specified in
                  the Contractor's or subcontractor's registered program shall be observed.

               c. Every apprentice must be paid at not less than the rate specified in the
                  registered program for the apprentice's level of progress, expressed as a
                  percentage of the journeymen hourly rate specified in the applicable wage
                  determination. Apprentices shall be paid fringe benefits in accordance with
                  the provisions of the apprenticeship program. If the apprenticeship program
                  does not specify fringe benefits, apprentices must be paid the full amount of
                  fringe benefits listed on the wage determination for the applicable
                  classification. If the Administrator determines that a different practice
                  prevails for the applicable apprentice classification, fringes shall be paid in
                  accordance with that determination. In the event the Office of Apprenticeship
                  Training, Employer and Labor Services, or a State Apprenticeship Agency
                  recognized by the Office, withdraws approval of an apprenticeship program,
                  the Contractor will no longer be permitted to utilize apprentices at less than
                  the applicable predetermined rate for the work performed until an acceptable
                  program is approved.




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               d. Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to
                  work at less than the predetermined rate for the work performed unless they
                  are employed pursuant to and individually registered in a program which has
                  received prior approval, evidenced by formal certification by the U.S.
                  Department of Labor, Employment and Training Administration. The ratio of
                  trainees to journeymen on the job site shall not be greater than permitted
                  under the plan approved by the Employment and Training Administration.
                  Every trainee must be paid at not less than the rate specified in the approved
                  program for the trainee's level of progress, expressed as a percentage of the
                  journeyman hourly rate specified in the applicable wage determination.
                  Trainees shall be paid fringe benefits in accordance with the provisions of the
                  trainee program. If the trainee program does not mention fringe benefits,
                  trainees shall be paid the full amount of fringe benefits listed on the wage
                  determination unless the Administrator of the Wage and Hour Division
                  determines that there is an apprenticeship program associated with the
                  corresponding journeyman wage rate on the wage determination which
                  provides for less than full fringe benefits for apprentices.

               e. Any employee listed on the payroll at a trainee rate who is not registered and
                  participating in a training plan approved by the Employment and Training
                  Administration shall be paid not less than the applicable wage rate on the
                  wage determination for the classification of work actually performed. In
                  addition, any trainee performing work on the job site in excess of the ratio
                  permitted under the registered program shall be paid not less than the
                  applicable wage rate on the wage determination for the work actually
                  performed. In the event the Employment and Training Administration
                  withdraws approval of a training program, the Contractor will no longer be
                  permitted to utilize trainees at less than the applicable predetermined rate for
                  the work performed until an acceptable program is approved.

               f. Equal employment opportunity. The utilization of apprentices, trainees, and
                  journeymen under this part shall be in conformity with the equal employment
                  opportunity requirements of Executive Order 11246, as amended and 29 CFR
                  part 30.

           11. Compliance with Copeland Act requirements. The Contractor shall comply with
               the requirements of 29 CFR part 3, which are incorporated by reference in this
               Contract.

           12. Contracts and Subcontracts. The Recipient, Subrecipient, the Recipient’s, and
               Subrecipient’s contractors and subcontractor shall insert in any Contracts the
               clauses contained herein in(a)(1) through (10) and such other clauses as the
               Department of Energy may by appropriate instructions require, and also a clause
               requiring the subcontractors to include these clauses in any lower tier
               subcontracts. The Recipient shall be responsible for the compliance by any
               subcontractor or lower tier subcontractor with all of the paragraphs in this clause.


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           13. Contract termination: debarment. A breach of the Contract clauses in 29 CFR 5.5
               may be grounds for termination of the Contract, and for debarment as a contractor
               and a subcontractor as provided in 29 CFR 5.12.

           14. Compliance with Davis-Bacon and Related Act requirements. All rulings and
               interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1,
               3, and 5 are herein incorporated by reference in this Contract.

           15. Disputes concerning labor standards. Disputes arising out of the labor standards
               provisions of this Contract shall not be subject to the general disputes clause of
               this Contract. Such disputes shall be resolved in accordance with the procedures
               of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within
               the meaning of this clause include disputes between the Recipient, Subrecipient,
               the Contractor (or any of its subcontractors), and the contracting agency, the U.S.
               Department of Labor, or the employees or their representatives.

           16. Certification of eligibility.

               a. By entering into this Contract, the Contractor certifies that neither it (nor he or
                  she) nor any person or firm who has an interest in the Contractor's firm is a
                  person or firm ineligible to be awarded Government contracts by virtue of
                  section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

               b. No part of this Contract shall be subcontracted to any person or firm ineligible
                  for award of a Government contract by virtue of section 3(a) of the Davis-
                  Bacon Act or 29 CFR 5.12(a)(1).

               c. The penalty for making false statements is prescribed in the U.S. Criminal
                  Code, 18 U.S.C. 1001.

           17. Contract Work Hours and Safety Standards Act. As used in this paragraph, the
               terms laborers and mechanics include watchmen and guards.

               a. Overtime requirements. No Contractor or subcontractor contracting for any
                  part of the Contract work which may require or involve the employment of
                  laborers or mechanics shall require or permit any such laborer or mechanic in
                  any workweek in which he or she is employed on such work to work in excess
                  of forty hours in such workweek unless such laborer or mechanic receives
                  compensation at a rate not less than one and one-half times the basic rate of
                  pay for all hours worked in excess of forty hours in such workweek.




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               b. Violation; liability for unpaid wages; liquidated damages. In the event of any
                  violation of the clause set forth in paragraph (b)(1) of this section, the
                  Contractor and any subcontractor responsible therefore shall be liable for the
                  unpaid wages. In addition, such Contractor and subcontractor shall be liable
                  to the United States (in the case of work done under contract for the District of
                  Columbia or a territory, to such District or to such territory), for liquidated
                  damages. Such liquidated damages shall be computed with respect to each
                  individual laborer or mechanic, including watchmen and guards, employed in
                  violation of the clause set forth in paragraph (b)(1) of this section, in the sum
                  of $10 for each calendar day on which such individual was required or
                  permitted to work in excess of the standard workweek of forty hours without
                  payment of the overtime wages required by the clause set forth in paragraph
                  (b)(1) of this section.

               c. Withholding for unpaid wages and liquidated damages. The Department of
                  Energy or the Recipient or Subrecipient shall upon its own action or upon
                  written request of an authorized representative of the Department of Labor
                  withhold or cause to be withheld, from any moneys payable on account of
                  work performed by the Contractor or subcontractor under any such contract or
                  any other Federal contract with the same prime Contractor, or any other
                  federally-assisted contract subject to the Contract Work Hours and Safety
                  Standards Act, which is held by the same prime contractor, such sums as may
                  be determined to be necessary to satisfy any liabilities of such Contractor or
                  subcontractor for unpaid wages and liquidated damages as provided in the
                  clause set forth in paragraph (b)(2) of this section.

               d. Contracts and Subcontracts. The Recipient, Subrecipient, and Recipient’s and
                  Subrecipient’s contractor or subcontractor shall insert in any Contracts, the
                  clauses set forth in paragraph (b)(1) through (4) of this section and also a
                  clause requiring the subcontractors to include these clauses in any lower tier
                  subcontracts. The Recipient shall be responsible for compliance by any
                  subcontractor or lower tier subcontractor with the clauses set forth in
                  paragraphs (b)(1) through (4) of this section.

               e. The Contractor or subcontractor shall maintain payrolls and basic payroll
                  records during the course of the work and shall preserve them for a period of
                  three years from the completion of the Contract for all laborers and
                  mechanics, including guards and watchmen, working on the Contract. Such
                  records shall contain the name and address of each such employee, social
                  security number, correct classifications, hourly rates of wages paid, daily and
                  weekly number of hours worked, deductions made, and actual wages paid.
                  The records to be maintained under this paragraph shall be made available by
                  the Contractor or subcontractor for inspection, copying, or transcription by
                  authorized representatives of the Department of Energy and the Department of
                  Labor, and the Contractor or subcontractor will permit such representatives to
                  interview employees during working hours on the job.


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           18. (c) Recipient Responsibilities for Davis Bacon Act

               a. On behalf of the Department of Energy (DOE), Recipient shall perform the
                  following functions:

                   (1)   Obtain maintain, and monitor all Davis Bacon Act (DBA) certified
                         payroll records submitted by the Subrecipients and Contractors at any
                         tier under this Award.

                   (2)   Review all DBA certified payroll records for compliance with DBA
                         requirements, including applicable DOL wage determinations;

                   (3)   Notify DOE of any non-compliance with DBA requirements by
                         Subrecipients or Contractors at any tier, including any non-compliances
                         identified as the result of reviews performed pursuant to paragraph (ii)
                         above;

                   (4)   Address any Subrecipient and any Contractor DBA non-compliance
                         issues; if DBA non-compliance issues cannot be resolved in a timely
                         manner, forward complaints, summary of investigations and all relevant
                         information to DOE;

                   (5)   Provide DOE with detailed information regarding the resolution of any
                         DBA non-compliance issues;

                   (6)   Perform services in support of DOE investigations of complaints filed
                         regarding noncompliance by Subrecipients and Contractors with DBA
                         requirements;

                   (7)   Perform audit services as necessary to ensure compliance by
                         Subrecipients and Contractors with DBA requirements and as requested
                         by the Contracting Officer; and

                   (8)   Provide copies of all records upon request by DOE or DOL in a timely
                         manner.

           19. Rates of Wages

               The prevailing wage rates determined by the Secretary of Labor can be found at
               http://www.wdol.gov/.




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                                                SECTION J

                                              APPENDIX B

       A. CFR 600-236 PROCUREMENT SECTION (I) “CONTRACT PROVISION”
          NUMBER 1 – 13

           1. Sec. 600.236 Procurement.

               a. States. When procuring property and services under a grant, a
                  State will follow the same policies and procedures it uses for procurements
                  from its non-Federal funds. The State will ensure that every purchase order or
                  other contract includes any clauses required by Federal statutes and executive
                  orders and their implementing regulations. Other grantees and subgrantees
                  will follow paragraphs (b) through (i) in this section.

               b. Procurement standards.

                   (1)   Grantees subgrantees will use their own procurement procedures which
                         reflect applicable State and local laws and regulations, provided that the
                         procurements conform to applicable Federal law and the standards
                         identified in this section.

                   (2)   Grantees and subgrantees will maintain a contract administration system
                         which ensures that contractors perform in accordance with the terms,
                         conditions, and specifications of their contracts or purchase orders.

                   (3)   Grantees and subgrantees will maintain a written code of standards of
                         conduct governing the performance of their employees engaged in the
                         award and administration of contracts. No employee, officer or agent of
                         the grantee or subgrantee shall participate in selection, or in the award
                         or administration of a contract supported by Federal funds if a conflict
                         of interest, real or apparent, would be involved. Such a conflict would
                         arise when:

                         i. The employee, officer or agent,

                         ii. Any member of his immediate family,

                         iii. His or her partner, or




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                         iv. An organization which employs, or is about to employ, any of the
                             above, has a financial or other interest in the firm selected for award.
                             The grantee's or subgrantee's officers, employees or agents will
                             neither solicit nor accept gratuities, favors or anything of monetary
                             value from contractors, potential contractors, or parties to
                             subagreements. Grantee and subgrantees may set minimum rules
                             where the financial interest is not substantial or the gift is an
                             unsolicited item of nominal intrinsic value. To the extent permitted
                             by State or local law or regulations, such standards or conduct will
                             provide for penalties, sanctions, or other disciplinary actions for
                             violations of such standards by the grantee's and subgrantee's
                             officers, employees, or agents, or by contractors or their agents. The
                             awarding agency may in regulation provide additional prohibitions
                             relative to real, apparent, or potential conflicts of interest.

           2. Grantee and subgrantee procedures will provide for a review of proposed
              procurements to avoid purchase of unnecessary or duplicative items.
              Consideration should be given to consolidating or breaking out procurements to
              obtain a more economical purchase. Where appropriate, an analysis will be made
              of lease versus purchase alternatives, and any other appropriate analysis to
              determine the most economical approach.

           3. To foster greater economy and efficiency, grantees and subgrantees are
              encouraged to enter into State and local intergovernmental agreements for
              procurement or use of common goods and services.

           4. Grantees and subgrantees are encouraged to use Federal excess and surplus
              property in lieu of purchasing new equipment and property whenever such use is
              feasible and reduces project costs.

           5. Grantees and subgrantees are encouraged to use value engineering clauses in
              contracts for construction projects of sufficient size to offer reasonable
              opportunities for cost reductions. Value engineering is a systematic and creative
              analysis of each contract item or task to ensure that its essential function is
              provided at the overall lower cost.

           6. Grantees and subgrantees will make awards only to responsible contractors
              possessing the ability to perform successfully under the terms and conditions of a
              proposed procurement. Consideration will be given to such matters as contractor
              integrity, compliance with public policy, record of past performance, and
              financial and technical resources.

           7. Grantees and subgrantees will maintain records sufficient to detail the significant
              history of a procurement. These records will include, but are not necessarily
              limited to the following: rationale for the method of procurement, selection of
              contract type, contractor selection or rejection, and the basis for the contract price.



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           8. Grantees and subgrantees will use time and material type contracts only:

               a. After a determination that no other contract is suitable, and

               b. If the contract includes a ceiling price that the contractor exceeds at its own
                  risk.

           9. Grantees and subgrantees alone will be responsible, in accordance with good
              administrative practice and sound business judgment, for the settlement of all
              contractual and administrative issues arising out of procurements. These issues
              include, but are not limited to source evaluation, protests, disputes, and claims.
              These standards do not relieve the grantee or subgrantee of any contractual
              responsibilities under its contracts. Federal agencies will not substitute their
              judgment for that of the grantee or subgrantee unless the matter is primarily a
              Federal concern. Violations of law will be referred to the local, State, or Federal
              authority having proper jurisdiction.

           10. Grantees and subgrantees will have protest procedures to handle and resolve
               disputes relating to their procurements and shall in all instances disclose
               information regarding the protest to the awarding agency. A protestor must
               exhaust all administrative remedies with the grantee and subgrantee before
               pursuing a protest with the Federal agency. Reviews of protests by the Federal
               agency will be limited to:

               a. Violations of Federal law or regulations and the standards of this section
                  (violations of State or local law will be under the jurisdiction of State or local
                  authorities) and

               b. Violations of the grantee's or subgrantee's protest procedures for failure to
                  review a complaint or protest. Protests received by the Federal agency other
                  than those specified above will be referred to the grantee or subgrantee.

               c. Competition.

           11. All procurement transactions will be conducted in a manner providing full and
               open competition consistent with the standards of Sec. 600.236. Some of the
               situations considered to be restrictive of competition include but are not limited
               to:

               a. Placing unreasonable requirements on firms in order for them to qualify to do
                  business,

               b. Requiring unnecessary experience and excessive bonding,

               c. Noncompetitive pricing practices between firms or between affiliated
                  companies,

               d. Noncompetitive awards to consultants that are on retainer contracts,

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               e. Organizational conflicts of interest,

               f. Specifying only a ``brand name'' product instead of allowing ``an equal''
                  product to be offered and describing the performance of other relevant
                  requirements of the procurement, and

               g. Any arbitrary action in the procurement process.

           12. Grantees and subgrantees will conduct procurements in a manner that prohibits
               the use of statutorily or administratively imposed in-State or local geographical
               preferences in the evaluation of bids or proposals, except in those cases where
               applicable Federal statutes expressly mandate or encourage geographic
               preference. Nothing in this section preempts State licensing laws. When
               contracting for architectural and engineering (A/E) services, geographic location
               may be a selection criteria provided its application leaves an appropriate number
               of qualified firms, given the nature and size of the project, to compete for the
               contract.

           13. Grantees will have written selection procedures for procurement transactions.
               These procedures will ensure that all solicitations:

               a. Incorporate a clear and accurate description of the technical requirements for
                  the material, product, or service to be procured. Such description shall not, in
                  competitive procurements, contain features which unduly restrict competition.
                  The description may include a statement of the qualitative nature of the
                  material, product or service to be procured, and when necessary, shall set forth
                  those minimum essential characteristics and standards to which it must
                  conform if it is to satisfy its intended use. Detailed product specifications
                  should be avoided if at all possible. When it is impractical or uneconomical to
                  make a clear and accurate description of the technical requirements, a ``brand
                  name or equal'' description may be used as a means to define the performance
                  or other salient requirements of a procurement. The specific features of the
                  named brand which must be met by offerors shall be clearly stated; and

               b. Identify all requirements which the offerors must fulfill and all other factors to
                  be used in evaluating bids or proposals.

           14. Grantees and subgrantees will ensure that all prequalified lists of persons, firms,
               or products which are used in acquiring goods and services are current and
               include enough qualified sources to ensure maximum open and free competition.
               Also, grantees and subgrantees will not preclude potential bidders from qualifying
               during the solicitation period.

           15. Methods of procurement to be followed.




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           16. Procurement by small purchase procedures. Small purchase procedures are those
               relatively simple and informal procurement methods for securing services,
               supplies, or other property that do not cost more than the simplified acquisition
               threshold fixed at 41 U.S.C. 403(11) (currently set at $100,000). If small
               purchase procedures are used, price or rate quotations shall be obtained from an
               adequate number of qualified sources.

           17. Procurement by sealed bids (formal advertising). Bids are publicly solicited and a
               firm-fixed-price contract (lump sum or unit price) is awarded to the responsible
               bidder whose bid, conforming with all the material terms and conditions of the
               invitation for bids, is the lowest in price. The sealed bid method is the preferred
               method for procuring construction, if the conditions in Sec. 600.236(d)(2)(i)
               apply.

               In order for sealed bidding to be feasible, the following conditions should be
               present:

               a. If sealed bids are used, the following requirements apply:

               b. The invitation for bids will be publicly advertised and bids shall be solicited
                  from an adequate number of known suppliers, providing them sufficient time
                  prior to the date set for opening the bids;

               c. The invitation for bids, which will include any specifications and pertinent
                  attachments, shall define the items or services in order for the bidder to
                  properly respond;

               d. All bids will be publicly opened at the time and place prescribed in the
                  invitation for bids;

               e. A firm fixed-price contract award will be made in writing to the lowest
                  responsive and responsible bidder. Where specified in bidding documents,
                  factors such as discounts, transportation cost, and life cycle costs shall be
                  considered in determining which bid is lowest. Payment discounts will only
                  be used to determine the low bid when prior experience indicates that such
                  discounts are usually taken advantage of; and

               f. Any or all bids may be rejected if there is a sound documented reason.

           18. Procurement by competitive proposals. The technique of competitive proposals is
               normally conducted with more than one source submitting an offer, and either a
               fixed-price or cost-reimbursement type contract is awarded. It is generally used
               when conditions are not appropriate for the use of sealed bids. If this method is
               used, the following requirements apply:

               a. Requests for proposals will be publicized and identify all evaluation factors
                  and their relative importance. Any response to publicized requests for
                  proposals shall be honored to the maximum extent practical;

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               b. Proposals will be solicited from an adequate number of qualified sources;

               c. Grantees and subgrantees will have a method for conducting technical
                  evaluations of the proposals received and for selecting awardees;

                   (1)   Awards will be made to the responsible firm whose proposal is most
                         advantageous to the program, with price and other factors considered;
                         and

                   (2)   Grantees and subgrantees may use competitive proposal procedures for
                         qualifications-based procurement of architectural/engineering (A/E)
                         professional services whereby competitors' qualifications are evaluated
                         and the most qualified competitor is selected, subject to negotiation of
                         fair and reasonable compensation. The method, where price is not used
                         as a selection factor, can only be used in procurement of A/E
                         professional services. It cannot be used to purchase other types of
                         services though A/E firms are a potential source to perform the
                         proposed effort.

           19. Procurement by noncompetitive proposals is procurement through solicitation of a
               proposal from only one source, or after solicitation of a number of sources,
               competition is determined inadequate.

               a. Procurement by noncompetitive proposals may be used only when the award
                  of a contract is infeasible under small purchase procedures, sealed bids or
                  competitive proposals and one of the following circumstances applies:

                   (1)   The item is available only from a single source;

                   (2)   The public exigency or emergency for the requirement will not permit a
                         delay resulting from competitive solicitation;

                   (3)   The awarding agency authorizes noncompetitive proposals; or

                   (4)   After solicitation of a number of sources, competition is determined
                         inadequate.

                   (5)   Cost analysis, i.e., verifying the proposed cost data, the projections of
                         the data, and the evaluation of the specific elements of costs and profits,
                         is required.

                   (6)   Grantees and subgrantees may be required to submit the proposed
                         procurement to the awarding agency for pre-award review in accordance
                         with paragraph (g) of this section.

               b. Contracting with small and minority firms, women's business enterprise and
                  labor surplus area firms.

               c. The grantee and subgrantee will take all necessary affirmative steps to assure
                  that minority firms, women's business enterprises, and labor surplus area firms
                  are used when possible.
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           20. Affirmative steps shall include:

               a. Placing qualified small and minority businesses and women's business
                  enterprises on solicitation lists;

               b. Assuring that small and minority businesses, and women's business
                  enterprises are solicited whenever they are potential sources;

               c. Dividing total requirements, when economically feasible, into smaller tasks or
                  quantities to permit maximum participation by small and minority business,
                  and women's business enterprises;

               d. Establishing delivery schedules, where the requirement permits, which
                  encourage participation by small and minority business, and women's business
                  enterprises;

               e. Using the services and assistance of the Small Business Administration, and
                  the Minority Business Development Agency of the Department of Commerce;
                  and

               f. Requiring the prime contractor, if subcontracts are to be let, to take the
                  affirmative steps listed in paragraphs (e)(2) (i) through (v) of this section.

           21. Contract cost and price.

               a. Grantees and subgrantees must perform a cost or price analysis in connection
                  with every procurement action including contract modifications. The method
                  and degree of analysis is dependent on the facts surrounding the particular
                  procurement situation, but as a starting point, grantees must make independent
                  estimates before receiving bids or proposals. A cost analysis must be
                  performed when the offeror is required to submit the elements of his estimated
                  cost, e.g., under professional, consulting, and architectural engineering
                  services contracts. A cost analysis will be necessary when adequate price
                  competition is lacking, and for sole source procurements, including contract
                  modifications or change orders, unless price reasonableness can be established
                  on the basis of a catalog or market price of a commercial product sold in
                  substantial quantities to the general public or based on prices set by law or
                  regulation. A price analysis will be used in all other instances to determine
                  the reasonableness of the proposed contract price.

               b. Grantees and subgrantees will negotiate profit as a separate element of the
                  price for each contract in which there is no price competition and in all cases
                  where cost analysis is performed. To establish a fair and reasonable profit,
                  consideration will be given to the complexity of the work to be performed, the
                  risk borne by the contractor, the contractor's investment, the amount of
                  subcontracting, the quality of its record of past performance, and industry
                  profit rates in the surrounding geographical area for similar work.

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               c. Costs or prices based on estimated costs for contracts under grants will be
                  allowable only to the extent that costs incurred or cost estimates included in
                  negotiated prices are consistent with Federal cost principles (see Sec.
                  600.422). Grantees may reference their own cost principles that comply with
                  the applicable Federal cost principles.

               d. The cost plus a percentage of cost and percentage of construction cost
                  methods of contracting shall not be used.

           22. Awarding agency review.

               a. Grantees and subgrantees must make available, upon request of the awarding
                  agency, technical specifications on proposed procurements where the
                  awarding agency believes such review is needed to ensure that the item and/or
                  service specified is the one being proposed for purchase. his review generally
                  will take place prior to the time the specification is incorporated into a
                  solicitation document. however, if the grantee or subgrantee desires to have
                  the review accomplished after a solicitation has been developed, the awarding
                  agency may still review the specifications, with such review usually limited to
                  the technical aspects of the proposed purchase.

               b. Grantees and subgrantees must on request make available for awarding
                  agency pre-award review procurement documents, such as requests for
                  proposals or invitations for bids, independent cost estimates, etc. when:

                   (1)   A grantee’s or subgrantee's procurement procedures or operation fails to
                         comply with the procurement standards in this section; or

                   (2)   The procurement is expected to exceed the simplified acquisition
                         threshold and is to be awarded without competition or only one bid or
                         offer is received in response to a solicitation; or

                   (3)   The procurement, which is expected to exceed the simplified acquisition
                         threshold, specifies a ``brand name'' product; or

                   (4)   The proposed award is more than the simplified acquisition threshold
                         and is to be awarded to other than the apparent low bidder under a
                         sealed bid procurement; or

                   (5)   A proposed contract modification changes the scope of a contract or
                         increases the contract amount by more than the simplified acquisition
                         threshold.

           23. A grantee or subgrantee will be exempt from the pre-award review in paragraph
               (g)(2) of this section if the awarding agency determines that its procurement
               systems comply with the standards of this section.



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               a. A grantee or subgrantee may request that its procurement system be reviewed
                  by the awarding agency to determine whether its system meets these standards
                  in order for its system to be certified. Generally, these reviews shall occur
                  where there is a continuous high-dollar funding, and third-party contracts are
                  awarded on a regular basis.

               b. A grantee or subgrantee may self-certify its procurement system. Such self-
                  certification shall not limit the awarding agency's right to survey the system.
                  Under a self-certification procedure, awarding agencies may wish to rely on
                  written assurances from the grantee or subgrantee that it is complying with
                  these standards. A grantee or subgrantee will cite specific procedures,
                  regulations, standards, etc., as being in compliance with these requirements
                  and have its system available for review.

               c. Bonding requirements. For construction or facility improvement contracts or
                  subcontracts exceeding the simplified acquisition threshold, the awarding
                  agency may accept the bonding policy and requirements of the grantee or
                  subgrantee provided the awarding agency has made a determination that the
                  awarding agency's interest is adequately protected. If such a determination has
                  not been made, the minimum requirements shall be as follows:

               d. A bid guarantee from each bidder equivalent to five percent of the bid price.
                  The ``bid guarantee'' shall consist of a firm commitment such as a bid bond,
                  certified check, or other negotiable instrument accompanying a bid as
                  assurance that the bidder will, upon acceptance of his bid, execute such
                  contractual documents as may be required within the time specified.

               e. A performance bond on the part of the contractor for 100 percent (100%) of
                  the contract price. A “performance bond'' is one executed in connection with
                  a contract to secure fulfillment of all the contractor's obligations under such
                  contract.

               f. A payment bond on the part of the contractor for 100 percent (100%) of the
                  contract price. A ”payment bond'' is one executed in connection with a
                  contract to assure payment as required by law of all persons supplying labor
                  and material in the execution of the work provided for in the contract.

               g. Contract provisions. A grantee's and subgrantee's contracts must contain
                  provisions in paragraph (i) of this section. Federal agencies are permitted to
                  require changes, remedies, changed conditions, access and records retention,
                  suspension of work, and other clauses approved by the Office of Federal
                  Procurement Policy.

           2. Administrative, contractual, or legal remedies in instances where contractors
              violate or breach contract terms, and provide for such sanctions and penalties as
              may be appropriate. (Contracts more than the simplified acquisition threshold).



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           3. Termination for cause and for convenience by the grantee or subgrantee including
              the manner by which it will be effected and the basis for settlement. (All
              contracts in excess of $10,000)

           4. Compliance with Executive Order 11246 of September 24, 1965, entitled ``Equal
              Employment Opportunity,'' as amended by Executive Order 11375 of October 13,
              1967, and as supplemented in Department of Labor regulations (41 CFR chapter
              60). (All construction contracts awarded in excess of $10,000 by grantees and
              their contractors or subgrantees)

           5. Compliance with the Copeland ``Anti-Kickback'' Act (18 U.S.C. 874) as
              supplemented in Department of Labor regulations (29 CFR Part 3). ( All contracts
              and subgrants for construction or repair)

           6. Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as
              supplemented by Department of Labor regulations (29 CFR Part 5).
              (Construction contracts in excess of $2000 awarded by grantees and subgrantees
              when required by Federal grant program legislation)

           7. Compliance with Sections 103 and 107 of the Contract Work Hours and Safety
              Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor
              regulations (29 CFR Part 5). (Construction contracts awarded by grantees and
              subgrantees in excess of $2000, and in excess of $2500 for other contracts which
              involve the employment of mechanics or laborers)

           8. Notice of awarding agency requirements and regulations pertaining to reporting.

           9. Notice of awarding agency requirements and regulations pertaining to patent
              rights with respect to any discovery or invention which arises or is developed in
              the course of or under such contract.

           10. Awarding agency requirements and regulations pertaining to copyrights and rights
               in data.

           11. Access by the grantee, the subgrantee, the Federal grantor agency, the
               Comptroller General of the United States, or any of their duly authorized
               representatives to any books, documents, papers, and records of the contractor
               which are directly pertinent to that specific contract for the purpose of making
               audit, examination, excerpts, and transcriptions.

           12. Retention of all required records for three years after grantees or subgrantees
               make final payments and all other pending matters are closed.

           13. Compliance with all applicable standards, orders, or requirements issued under
               section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean
               Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
               Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and
               subgrants of amounts in excess of $100,000).

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           14. Mandatory standards and policies relating to energy efficiency which are
               contained in the state energy conservation plan issued in compliance with the
               Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).




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Proposal No. 10011132-11-W


                                       SECTION K

                             GENERAL CONTRACT CLAUSES


       K.01      Definitions
       K.02      Type of Contract
       K.03      Term of Contract
       K.04      Notice to Proceed
       K.05      Option to Extend Services/Term
       K.06      Conflict of Interest
       K.07      Holidays
       K.08      Availability of Funds
       K.09      Insurance
       K.10      Criminal Background Screening
       K.11      Jurisdiction, Venue
       K.12      Legal Requirements
       K.13      Changes
       K.14      Drug Free Workplace
       K.15      Notices
       K.16      Indemnification and Hold Harmless Agreement
       K.17      The City of San Diego Restrictions
       K.18      Assignment or Transfer
       K.19      Availability of Records
       K.20      Standards of Conduct
       K.21      Removal of Employees
       K.22      Supervision
       K.23      Performance Evaluation Meeting
       K.24      Federal, State and Local Reporting Compliance
       K.25      Nondiscrimination
       K.26      Project Personnel
       K.27      Photo Identification Badge
       K.28      Lobbyist Activities
       K.29      Gratuities
       K.30      Termination
       K.31      Insolvency
       K.32      Dispute Resolution
       K.33      Patents and Royalties
       K.34      Warranty of Services
       K.35      Licenses and Permits
       K.36      Taxes
       K.37      Protection of the City of San Diego Property
       K.38      Publicity Releases
       K.39      Suspension of Work
       K.40      Standards of Performance
       K.41      Notice of Labor Disputes

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       K.42      Pending Legal Dispute with the City of San Diego
       K.43      Time of Essence
       K.44      Americans with Disabilities Act
       K.45      Debarment Proceedings
       K.46      Public Agency
       K.47      Product Endorsements
       K.48      Procurement Card Transactions
       K.49      Severability
       K.50      No Waiver
       K.51      Covenants and Conditions
       K.52      Headings
       K.53      Independent Contractor
       K.54      Successors in Interest
       K.55      Software Licensing
       K.56      Intellectual Property
       K.57      Confidentiality of Services
       K.58      Business Tax License
       K.59      Performance and Payment Bond
       K.60      Compliance with Controlling Law




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       K.01     Definitions.

                Addenda – Additional terms or modifications to a Request For Proposal (RFP)
                after original RFP was issued.

                Alternate Proposal – A response to a Solicitation, in addition to a Proposal that
                meets Specifications, which meets or exceeds the Specifications and offers
                additional advantages to the City.

                Amendment – A document, signed by the Purchasing Agent or designee, and the
                Contractor, which outlines changes to an existing Contract.

                Announcement – a notice of procurement opportunity.

                Announcement of the Selected Contractor – A written announcement sent to
                all Contractors that submitted a proposal in response to this RFP (also known as
                the Intent to Award to an Apparent Successful Proposal or Contractor).

                Apparent Successful Proposal or Contractor – The Proposal best meeting the
                City’s requirements which will be awarded the Contract, provided that all
                conditions subsequent are fulfilled.

               Award – City’s acceptance of the Apparent Successful Proposal after required
               approvals.

               BAFO – Best and Final Offer.

               Contract – The agreement between the City and the Successful Contractor which
               includes the terms and conditions in the Contract Documents and the Successful
               Proposal.

               Contract Administrator - Successful Contractor’s point of contact for
               implementation of project specified per this RFP. Contact information for
               Contract Administrator will be provided after award of contract. Same as Project
               Manager.

               Contract Amount – The prices quoted on the Price Schedule in the Successful
               Proposal which the City agrees to pay.

               Contract Documents – The documents as defined in the “Contract Form.”

               Contract Term – The duration of the Contract as provided in the Contract
               Documents.

               Contractor/Vendor/Proposer/Bidder/Consultant – A supplier of goods and
               services. A reference to a supplier of product or service. These names are
               interchangeably used throughout the RFP.


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               Debarment – A prohibition against participation in City Contracts for reasons
               and grounds specified in the San Diego Municipal Code.

               Emergency – Reasonably unforeseen circumstances as defined in the Municipal
               Code, which require the City to change the Contract Terms.

               Guarantee of Good Faith – A guarantee in the form of a check, bond or deposit
               required from each Contractor to be used by the City in the event that an Apparent
               Successful Contractor fails to honor the Terms of the Proposal.

               Must - Used throughout this RFP to indicate mandatory requirements. Same as
               “shall.”

               Notice to Proceed – A written notification from the City to the successful bidder
               or Contractor stating that there is an award of contract in accordance with the a
               bid or proposal previously submitted, and that effective with receipt the contractor
               shall proceed with performance; allows work to start.

               Price Schedule – Forms issued by the Purchasing Agent for Contractors to quote
               Contract Amount.

               Procurement Card – City issued credit card.

               Proposal – An offer to enter into a Contract with the City for goods or services at
               a specified amount subject to the terms and conditions of the Contract
               Documents.

               Proposal Closing – The date and time when all Proposals must be received by the
               Purchasing Agent in order to be considered for Award.

               Proposed Equivalent – Goods proposed by a Contractor to be equal to those
               described in the Specifications.

               Protest – A complaint by an unsuccessful Contractor about a City action or
               decision related to the selection of the Apparent Successful Contractor prepared in
               compliance with the provisions of the San Diego Municipal Code.

               Purchase Order – The Purchasing Agent’s form used to formalize a purchase
               transaction which is necessary prior to any services or goods being provided
               pursuant to the Contract.

               Purchasing Agent – The person with authority as delegated by the Mayor to
               enter into, administer, and /or terminate contracts, and make related
               determinations and findings.

               Solicitation or Request For Proposal – Document inviting prospective
               Contractors to submit Proposals for goods or services.


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               Special Contract Requirements – Additional provisions which are unique to the
               particular type of Contract being awarded.

               Specifications or Scope of Services – A description of the physical and
               functional characteristics or the nature of a supply or service and the performance
               requirements.

               Suspension – A prohibition against submitting Proposals on City projects for a
               temporary period of time as specified in the San Diego Municipal Code.

       K.02 Term of Contract

               The term of this contract shall be the performance period as defined in this
               solicitation, with dates to be memorialized in the Notice to Proceed.

       K.03    Notice to Proceed

               The Contractor shall not proceed with any work required by this contract without
               a written Notice to Proceed from the City of San Diego. Any work performed or
               expenses incurred by the Contractor prior to the Contractor’s receipt of Notice to
               Proceed shall be entirely at the Contractor’s risk.

       K.04    Option to Extend Services/Term

               The City of San Diego may require continued performance of any services within
               the limits and at the rates specified in the contract. These rates may be adjusted
               only as required by law (for example, pursuant to adjustments in prevailing wage,
               minimum wage or local living wage rates). The City will not grant an option, if
               the Contractor requests an increase. The option provision may be exercised more
               than once. The Purchasing Agent may exercise the option by written notice to the
               Contractor within thirty (30) days prior to the expiration of the prior term.

               The City of San Diego may extend the term of this contract by written notice to
               the Contractor within thirty (30) days; provided, the City of San Diego gives the
               Contractor a preliminary written notice of its intent to extend at least thirty (30)
               days before the contract expires. The preliminary notice does not commit the City
               of San Diego to an extension.

               If the City of San Diego exercises this option, the extended contract shall be
               considered to include this option clause.

               The total duration of this contract, including the exercise of any options under this
               clause, shall not exceed five (5) years without approval of the City of San Diego
               Council by Ordinance pursuant to San Diego City Charter Section 99.




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       K.05    Conflict of Interest

               The Contractor is subject to all federal, state and local conflict of interest laws,
               regulations and policies applicable to public contracts and procurement practices,
               including but not limited to California Government Code sections 1090, et. seq.
               and 81000, et. seq. The City may determine that a conflict of interest code
               requires the Contractor to complete one or more statements of economic interest
               disclosing relevant financial interests. Upon City’s request, Contractor shall
               submit the necessary documents to the City.

               The Contractor shall establish and make known to its employees and agents
               appropriate safeguards to prohibit employees from using their positions for a
               purpose that is, or that gives the appearance of being, motivated by the desire for
               private gain for themselves or others, particularly those with whom they have
               family, business or other relationships.

               In connection with any task, Contractor shall not recommend or specify any
               product, supplier, or contractor with whom the Contractor has a direct or indirect
               financial or organizational interest or relationship that would violate conflict of
               interest laws, regulations, or policies.

               If the Contractor violates any conflict of interest laws or any of these provisions in
               this Section, the violation shall be grounds for immediate termination of this
               Agreement. Further, the violation subjects the Contractor to liability to the City
               for attorney fees and all damages sustained as a result of the violation.

       K.06    Holidays: The City of San Diego observes the following Holidays:
               New Year’s Day
               Martin Luther King, Jr. Day
               Presidents’ Day
               Cesar Chavez Day
               Memorial Day
               Independence Day
               Labor Day
               Veterans’ Day
               Thanksgiving Day
               Christmas Day




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       K.07    Availability of Funds

               Multi-year Contracts are subject to annual appropriation of funds by the City
               Council. Purchase Orders are funded when issued, so are not subject to any
               subsequent appropriation of funds. All goods and services will be ordered by
               means of a Purchase Order or through a Procurement Card transaction.

               In the event sufficient funds are not appropriated for the next fiscal year, the
               Contract may be terminated at the end of the current fiscal year. The City shall
               not be obligated to make further payments. In the event of termination or
               reduction of services or quantity of goods, Contractor shall be compensated in
               accordance with auditable costs for services or products provided prior to
               notification of termination.

       K.08    Insurance

               Contractor shall not begin any work under Agreement until it has: (a) obtained,
               and upon the City's request provided to the City, insurance certificates reflecting
               evidence of all insurance required in below; however, the City reserves the right
               to request, and the Contractor shall submit, copies of any policy upon reasonable
               request by the City; (b) obtained City approval of each insurance company or
               companies; and (c) confirmed that all policies contain the specific provisions
               required below. Contractor’s liabilities, including but not limited to Contractor’s
               indemnity obligations, under this Agreement, shall not be deemed limited in any
               way to the insurance coverage required herein. Maintenance of specified
               insurance coverage is a material element of this Agreement and Contractor’s
               failure to maintain or renew coverage or to provide evidence of renewal during
               the term of this Agreement may be treated as a material breach of contract by the
               City. The Contractor shall not modify any policy or endorsement thereto which
               increases the City's exposure to loss for the duration of this Agreement.

               8.1   Types of Insurance. At all times during the term of this Agreement, the
               Contractor shall maintain insurance coverage as follows:

               Commercial General Liability (CGL). Insurance written on an ISO Occurrence
               form CG 00 01 07 98 or an equivalent form providing coverage at least as broad
               which shall cover liability arising from any and all personal injury or property
               damage in the amount of $1 million per occurrence and subject to an annual
               aggregate of $2 million. There shall be no endorsement or modification of the
               CGL limiting the scope of coverage for either insured vs. insured claims or
               contractual liability. All defense costs shall be outside the limits of the policy.

               Commercial Automobile Liability. For all of the Contractor's automobiles
               including owned, hired and non-owned automobiles, the Contractor shall keep in
               full force and effect, automobile insurance written on an ISO form CA 00 01 12
               90 or a later version of this form or an equivalent form providing coverage at least
               as broad for bodily injury and property damage for a combined single limit of $1
               million per occurrence. Insurance certificate shall reflect coverage for any
               automobile (any auto).
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               Workers' Compensation. For all of the Contractor's employees who are subject
               to this Agreement and to the extent required by the applicable state or federal law,
               the Contractor shall keep in full force and effect, a Workers' Compensation
               policy. That policy shall provide a minimum of $1 million of employers' liability
               coverage, and the Contractor shall provide an endorsement that the insurer waives
               the right of subrogation against the City and its respective elected officials,
               officers, employees, agents and representatives.

               STANDARD POLICY FOR CONSULTING:

               Professional Liability. The winning Proposer shall obtain, at its sole cost and
               expense, Professional Liability coverage with limits of at least $1,000,000.00
               (one million) per occurrence and $2,000,000.00 (two million) aggregate, covering
               the risk of errors and omissions, negligent acts and costs of claims/litigation,
               including investigation and court costs. If the coverage is written on a “claims-
               made” form, the winning Proposer must ensure that the policy retro date is on or
               before the date of the award of this RFP and that coverage is maintained or the
               policy has a reporting period of at least three (3) years following completion or
               termination of the performance of professional services under this RFP.

               8.2    Deductibles. All deductibles on any policy shall be the responsibility of
               the Contractor and shall be disclosed to the City at the time the evidence of
               insurance is provided.

               8.3 Acceptability of Insurers. Except for the State Compensation Insurance
               Fund, all insurance required by this Contract or in the Special General Conditions
               shall only be carried by insurance companies with a rating of at least “A-, VI” by
               A.M. Best Company, that are authorized by the California Insurance
               Commissioner to do business in the State of California, and that have been
               approved by the City.

               The City will accept insurance provided by non-admitted, “surplus lines” carriers
               only if the carrier is authorized to do business in the State of California and is
               included on the List of Eligible Surplus Lines Insurers (LESLI list). All policies
               of insurance carried by non-admitted carriers are subject to all of the requirements
               for policies of insurance provided by admitted carriers described herein.

               8.4    Required Endorsements. The following endorsements to the policies of
               insurance are required to be provided to the City before any work is initiated
               under this Agreement.




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               Commercial General Liability Insurance Endorsements

               ADDITIONAL INSURED. To the fullest extent allowed by law including but
               not limited to California Insurance Code Section 11580.04, the policy or policies
               must be endorsed to include as an Insured the City of San Diego and its respective
               elected officials, officers, employees, agents and representatives with respect to
               liability arising out of (a) ongoing operations performed by you or on your behalf,
               (b) your products, (c) your work, including but not limited to your completed
               operations performed by you or on your behalf, or (d) premises owned, leased,
               controlled or used by you.

               PRIMARY AND NON-CONTRIBUTORY COVERAGE. The policy or policies
               must be endorsed to provide that the insurance afforded by the Commercial
               General Liability policy or policies is primary to any insurance or self-insurance
               of the City of San Diego and its elected officials, officers, employees, agents and
               representatives as respects operations of the Named Insured. Any insurance
               maintained by the City of San Diego and its elected officials, officers, employees,
               agents and representatives shall be in excess of Contractor’s insurance and shall
               not contribute to it.

               SEVERABILITY OF INTEREST. The policy or policies must be endorsed to
               provide that the Contractor’s insurance shall apply separately to each insured
               against whom claim is made or suit is bought, except with respect to the limits of
               the insurer’s liability and shall provide cross-liability coverage.

               Automobile Liability Insurance Endorsements

               ADDITIONAL INSURED. To the fullest extent allowed by law including but
               not limited to California Insurance Code Section 11580.04, the policy or policies
               must be endorsed to include as an Insured the City of San Diego and its respective
               elected officials, officers, employees, agents and representatives with respect to
               liability arising out of automobile owned, leased, hired or borrowed by or on
               behalf of the Contractor.

               SEVERABILITY OF INTEREST. The policy or policies must be endorsed to
               provide that Contractor’s insurance shall apply separately to each insured against
               whom claim is made or suit is brought, except with respect to the limits of the
               insurer’s liability and shall provide cross-liability coverage.

               Worker’s Compensation Insurance Endorsements

               WAIVER OF SUBROGATION. The Worker’s Compensation policy or policies
               must be endorsed to provide that the insurer will waive all rights of subrogation
               against the City and its respective elected officials, officers, employees, agents
               and representatives for losses paid under the terms of this policy or these policies
               which arise from work performed by the Named Insured for the City.




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               8.5 Reservation of Rights. The City reserves the right, from time to time, to
               review the Contractor’s insurance coverage, limits, deductible, and self-insured
               retentions to determine if they are acceptable to the City. The City will reimburse
               the Contractor for the cost of the additional premium for any coverage requested
               by the City in excess of that required by this Agreement without overhead, profit,
               or any other markup.

               8.6    Additional Insurance. The Contractor may obtain additional insurance
               not required by this Agreement.

               8.7    Excess Insurance. All policies providing excess coverage to the City shall
               follow the form of the primary policy or policies including but not limited to all
               endorsements.

       K.09    Criminal Background Screening

               All Contractor employees working on this contract must have a criminal
               background check and all affected employees shall be clear of any sexual and
               drug related convictions. All Contractor employees shall be free from any felony
               convictions. The Contractor shall ensure that a criminal background check is
               conducted and the record(s) of the employee(s) are clear of all of the
               aforementioned criminal convictions.

       K.10    Jurisdiction, Venue

               The venue for any suit or proceeding concerning Proposals or the Contract
               Documents, the interpretation or application of any of its Terms, or any related
               disputes shall be in the County of San Diego, State of California.

       K.11 Legal Requirements

               Federal, state, county and local laws, ordinance, rules and regulations that in any
               manner affect the goods or services covered herein apply. Lack of knowledge by
               the Contractor will in no way be a cause for relief from responsibility. Any acts
               or omissions of Contractor in violation of federal, state, or municipal law, City
               Charter, City Policies or regulations [regarding anti-competitive practices, unfair
               trade practices, collusion, gratuities, kickbacks, contingent fees, contemporaneous
               employment, or similar violations creating an unfair influence on the public
               solicitation and award process pertaining to this Contract] shall void this Contract.
               In addition to all other remedies or damages allowed by law, Contractor is liable
               to City for all damages arising out of the violation of any applicable law,
               including costs for substitute performance, and is subject to Suspension and
               Debarment.




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       K.12    Changes

               a.    The Purchasing Agent may, at any time, by written order and without notice
                     to the sureties, make changes within the general scope of the contract in the
                     services to be performed. If such changes cause an increase or decrease in
                     the Contractor’s cost of, or time required for, performance of any services
                     under this contract, whether or not changed by any order, an equitable
                     adjustment shall be made and the contract shall be modified in writing
                     accordingly. Any claim of the Contractor for adjustment under this clause
                     must be asserted in writing within thirty (30) days from the date of receipt by
                     the Contractor of the notification of change unless the Purchasing Agent
                     grants a further period of time before the date of final payment under the
                     contract.

               b.    No services for which an additional cost or fee will be charged by the
                     Contractor shall be furnished without the prior written authorization of the
                     Purchasing Agent.

               c.    The Contract Documents fully express all understandings of the parties
                     concerning the matters therein. No verbal understanding of the parties, their
                     officers, agents, or employees shall be valid unless made in the form of a
                     written change agreed to in writing.

       K.13    Drug-Free Workplace

               The Contractor agrees to comply with the City's Drug-Free Workplace
               requirements set forth in Council Policy 100-17, adopted by San Diego
               Resolution R-277952 and incorporated into this Agreement by this reference.

       K.14     Notices

               Notices under this Contract shall be in writing, shall reference the Contract
               Number, and shall be considered effective upon personal delivery to the
               individuals listed below or five (5) calendar days after deposit in any U.S.
               mailbox, first class and addressed to the other party as follows:

                   The City of San Diego:
                    Purchasing Agent
                    Purchasing & Contracting Department
                    1200 Third Avenue, Suite 200
                    San Diego CA 92101-4195




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       K.15    Indemnification and Hold Harmless Agreement6

               With respect to any liability, including but not limited to claims asserted or costs,
               losses, attorney fees, or payments for injury to any person or property caused or
               claimed to be caused by the acts or omissions of the Contractor, or the
               Contractor’s employees, agents, and officers, arising out of performance
               involving this Contract, the Contractor agrees to defend, indemnify, protect, and
               hold harmless the City, its agents, officers, and employees from and against all
               liability. Also covered is liability arising from, connected with, caused by, or
               claimed to be caused by the active or passive negligent acts or omissions of the
               City, its agents, officers, or employees which may be in combination with the
               active or passive negligent acts or omissions of the Contractor, its employees,
               agents or officers, or any third party. The Contractor's duty to defend, indemnify,
               protect and hold harmless shall not include any claims or liabilities arising from
               the sole negligence or sole willful misconduct of the City, its agents, officers or
               employees.

       K.16    The City of San Diego Restrictions

               In the event any City of San Diego restrictions may be imposed which would
               necessitate alteration of material, quality, workmanship or performance of the
               goods or services offered, it shall be the responsibility of the Contractor to
               immediately notify in writing specifying the regulation which requires alteration.
               The City of San Diego reserves the right to accept any such alteration, including
               any reasonable price adjustments occasioned thereby, or to cancel the contract at
               no expense to the City of San Diego.

       K.17    Assignment or Transfer

               The Contractor shall not assign or transfer any interest in the contract, in whole or
               part, without written approval of the Purchasing Agent. Claims for sums of
               money due, or to become due from the City of San Diego pursuant to the contract
               may be assigned to a bank, trust company or other financial institution. The City
               of San Diego is hereby expressly relieved and absolved of any and all liability in
               the event a purported assignment or subcontracting of the contract is attempted in
               the absence of the Contractor obtaining the Purchasing Agent’s prior written
               approval.

               Any assignment in violation of this paragraph shall constitute a default and is
               grounds for immediate termination of this Contract, at the sole discretion of the
               City. In no event shall any putative assignment create a contractual relationship
               between the City and any putative assignee.




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       K.18    Availability of Records

               The Contractor shall retain and maintain all records and documents relating to
               City Contracts for five (5) years after receipt of final payment by the City or any
               applicable statute of limitation, whichever is longer, and shall make them
               available for inspection and audit by authorized representatives of the City,
               including the Purchasing Agent or designee.

               The Contractor shall make available all requested data and records at reasonable
               locations within the City or County of San Diego, at any time during normal
               business hours, and as often as the City deems necessary. If records are not made
               available within the City or County of San Diego, the Contractor shall pay the
               City’s travel costs to the location where the records are maintained. Failure to
               make requested records available for audit by the date requested may result in
               termination of the Contract.

               Contractor must include this provision in all subcontract documents exceeding
               $5,000.

       K.19    Standards of Conduct

               The Contractor shall be responsible for maintaining satisfactory standards of
               employees’ competence, conduct, courtesy, appearance, honesty, and integrity. It
               shall be responsible for taking such disciplinary action with respect to any of its
               employees as may be necessary. The following actions may require discipline:

               a.   Neglect of duty;

               b.   Disorderly conduct, use of abusive or offensive language, quarreling,
                    intimidation by words or actions or fighting;

               c.   Theft, vandalism, immoral conduct or any other criminal action;

               d.   Selling, consuming, possessing, or being under the influence of intoxicants,
                    including alcohol, or illegal substances while on assignment at the City of
                    San Diego; and

               e.   Criminal convictions.

               Contractor shall be responsible for working in harmony with all others involved
               with this Contract. Employees and agents of Contractor shall, while on the
               premises of the City, comply with all City rules and regulations.
       K.20    Removal of Employees
               The City of San Diego may request the Contractor immediately remove from
               assignment to the City of San Diego any employee found unfit to perform duties
               at the discretion of the City of San Diego and Contractor shall comply with all
               such requests.
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       K.21    Supervision
               The Contractor shall provide adequate and competent supervision at all times
               during the performance of the contract. The Contractor or his designated
               representative shall be readily available to meet with the City of San Diego
               personnel. The Contractor shall provide the telephone numbers where its
               representative(s) can be reached.
       K.22    Performance Evaluation Meeting
               The Contractor shall be readily available to meet with representatives of the City
               of San Diego weekly during the first month of the contract and as often as
               necessary thereafter for the purpose of evaluating Contractor’s performance on
               the Contract. A mutual effort will be made to resolve any and all performance
               problems identified at these meetings.
       K.23    Federal, State and Local Reporting Compliance
               The Contractor shall provide such financial and program information as required
               by the City of San Diego to comply with all Federal, State and local law reporting
               requirements.
       K.24    Nondiscrimination

               24.1    Compliance with the City's Equal Opportunity Contracting
               Program. The contractor shall comply with the City’s Equal Opportunity
               Contraction Program. For applicable rules see: San Diego Municipal Code
               Chapter 2, Article 2, Division 27 (Section 22.2701 et. seq.), and
               http://www.sandiego.gov/eoc/index.shtml . The Contractor shall not discriminate
               against any employee or applicant for employment on any basis prohibited by
               law. The Contractor shall provide equal opportunity in all employment practices.
               The Contractor shall ensure that its Subcontractors comply with the City's Equal
               Opportunity Contracting Program Contractor Requirements. Nothing in this
               Section shall be interpreted to hold the Contractor liable for any discriminatory
               practice of its Subcontractors.

               24.2     Non-Discrimination Ordinance. The Contractor shall not discriminate
               on the basis of race, gender, religion, national origin, ethnicity, sexual orientation,
               age, or disability in the solicitation, selection, hiring or treatment of
               Subcontractors, Contractors or suppliers. The Contractor shall provide equal
               opportunity for Subcontractors to participate in subcontracting opportunities. The
               Contractor understands and agrees that violation of this clause shall be considered
               a material breach of the contract and may result in contract termination,
               debarment, and other sanctions. This language shall be in contracts between the
               Contractor and any Subcontractors, Contractors and suppliers.




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               24.3    Compliance Investigations. Upon the City's request, the Contractor
               agrees to provide to the City, within sixty (60) calendar days, a truthful and
               complete list of the names of all Subcontractors, Contractors, and suppliers that
               the Contractor has used in the past five (5) years on any of its contracts that were
               undertaken within San Diego County, including the total dollar amount paid by
               the Contractor for each subcontract or supply contract. The Contractor further
               agrees to fully cooperate in any investigation conducted by the City pursuant to
               the City's Nondiscrimination in Contracting Ordinance [San Diego Municipal
               Code sections 22.3501-22.3517]. The Contractor understands and agrees that
               violation of this clause shall be considered a material breach of the contract and
               may result in remedies being ordered against the Contractor up to and including
               contract termination, debarment, and other sanctions for violation of the
               provisions of the Nondiscrimination in Contracting Ordinance. 10011132-11-W
               The Contractor further understands and agrees that the procedures, remedies and
               sanctions provided for in the Nondiscrimination Ordinance apply only to
               violations of said Nondiscrimination Ordinance.

       K.25    Project Personnel

               Except as formally approved by the City of San Diego, the key personnel
               identified in the Contractor’s Bid shall be the individuals who will actually
               complete the work, at the proposed levels of effort. Changes in staffing must be
               proposed in writing to the City of San Diego and approved.

       K.26    Photo Identification Badge

               The Contractor(s) shall provide any individual assigned to the City of San Diego,
               a company photo identification badge, which must be worn at all times while on
               the City of San Diego property. The City of San Diego reserves the right to
               require the Contractor to pay fingerprinting fees for personnel assigned to work in
               sensitive areas. Upon completion of the service and prior to final payment of
               invoice, all employees shall turn in their photo identification badges to the
               Contractor.

       K.27    Lobbyist Activities

               Persons acting as lobbyists must state, at the beginning of their presentation,
               letter, telephone call, e-mail or facsimile transmission to any Purchasing Agent,
               Council Member of the City of San Diego, Mayor, members of Senior
               Management; the name of, the group, association, organization or business
               interest she/he is representing.

               1. For purposes of the City of San Diego Policy, as currently enacted or as
                  amended from time to time, a lobbyist is defined as a person who for
                  immediate or subsequent compensation, (e.g., monetary profit/personal gain)
                  represents a public or private group, association, organization or business
                  interest and engages in efforts to influence the City of San Diego on matters
                  within their official jurisdiction.
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               2. For purposes of this Policy, a lobbyist is not considered a public official
                  acting is her/his official capacity.

               3. Lobbyists shall annually disclose in each instance and for each client prior to
                  any lobbying activities, their identity and activities.

               4. The lobbyist must disclose any direct business association with any current
                  elected or appointed official or employee or any immediate family member of
                  a City of San Diego employee.

       K.28    Gratuities

               1. The right of the Contractor to proceed may be terminated by written notice if,
                  after notice and hearing, the Purchasing Agent or a designee determines that
                  the Contractor, its agent, or another representative:

                   a. Offered or gave a gratuity (e.g. an entertainment or gift) to an officer, or
                      employee of the City of San Diego; and

                   b. Intended, by the gratuity, to obtain a contract or favorable treatment under
                      a contract.

               2. The facts supporting this determination may be reviewed by any court having
                  lawful jurisdiction. If this contract is terminated under the first paragraph
                  above, the City of San Diego is entitled:

                   a. To pursue the same remedies as in a breach of the contract; and

                   b. In addition to any other damages provided by law, to exemplary damages
                      of not less than three (3) nor more than ten (10) times the cost incurred by
                      the Contractor in giving gratuities to the person concerned, as determined
                      by the Purchasing Agent or a designee.

       K.29    Termination

               1. Termination for Default

                   The City may, by written notice of default to the Contractor, terminate the
                   whole, or any part of, this Contract, provided that Contractor fails to cure such
                   default within ten (10) days after receipt of such notice. The following are
                   considered defaults:

                   a. Failure to make delivery of the goods or to perform the services within the
                      time specified; or




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                   b. Failure to perform any of the obligations of this Contract, or to make
                      progress in performance which may jeopardize full performance.

                   In the event the City terminates this Contract, in whole or in part, the City
                   may procure, upon such terms and in such manner as the Purchasing Agent
                   may deem appropriate, goods or services and the Contractor shall be liable to
                   the City for any excess costs. The Contractor shall also continue performance
                   to the extent not terminated.

               2. Termination for Convenience

                   The Purchasing Agent, by written thirty (30) day notice, may terminate this
                   Contract, in whole or in part, when it is in the best interest of the City.
                   Contractor shall be compensated in accordance with auditable costs for
                   services or products provided prior to notification of termination.

                   The Purchasing Agent may, by written notice to the Contractor, terminate this
                   contract in whole or in part at any time as stated above. Upon receipt of such
                   notice, the Contractor shall: (1) immediately discontinue all services affected
                   (unless the notice directs otherwise), and (2)

                   a. Deliver to the Purchasing Agent all data, drawings, specifications, reports,
                      estimates, summaries, and such other information and materials as may
                      have been accumulated by the Contractor in performing this contract,
                      whether completed or in process.

                   b. If the termination is for the convenience of the City of San Diego and if
                      this is a fixed price contract, an equitable adjustment in the contract price
                      shall be made, but no amount shall be allowed for anticipated profit on
                      unperformed services.

                   c. If, after notice of termination for failure to fulfill contract obligations
                      (default), it is determined that the Contractor had not so failed, the
                      termination shall be deemed to have been effected for the convenience of
                      the City of San Diego. In such event, adjustment in the contract price
                      shall be made as provided in paragraph (2) of this clause.

                   d. The rights and remedies of the City of San Diego provided in this clause
                      are in addition to any other rights and remedies provided by law or under
                      this contract. Time is of the essence for all delivery, performance,
                      submittal, and completion dates in this contract.




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       K.30    Insolvency

               In the event the Contractor enters into proceedings relating to bankruptcy,
               whether voluntary or involuntary, the Contractor agrees to furnish, by certified
               mail or electronic commerce method authorized by the contract, written
               notification of the bankruptcy to the Purchasing Agent responsible for
               administering the contract. This notification shall be furnished within five (5)
               days of the initiation of the proceedings relating to bankruptcy filing. This
               notification shall include the date on which the bankruptcy petition was filed, the
               identity of the court in which the bankruptcy petition was filed, and a listing of the
               City of San Diego contract numbers and Contracting offices for all the City of San
               Diego contracts against which final payment has not been made. This obligation
               remains in effect until final payment under this contract.

       K.31    Dispute Resolution

               Except as otherwise provided in this Contract any dispute concerning a question
               of fact arising under this Contract, shall be decided by the Purchasing Agent. The
               decision of the Purchasing Agent is final and conclusive unless, within thirty (30)
               days from the date of receipt of such decision, the Contractor mails or otherwise
               furnishes to the Purchasing Agent a written appeal. The decision of the
               Purchasing Agent, or his duly authorized representative for the determination of
               such appeals, is final and conclusive. In connection with any appeal proceeding
               under this clause, the Contractor shall be afforded an opportunity to be heard and
               to offer evidence in support of his appeal. Pending final decision of a dispute
               hereunder, the Contractor shall proceed diligently with the performance of the
               Contract and in accordance with the Purchasing Agent's decision.

       K.32    Patents and Royalties

               Unless otherwise specified, the Contractor shall pay all royalties, license and
               patent fees. In submitting a Proposal, the Contractor warrants that the materials to
               be supplied do not infringe upon any patent, trademark or copyright and further
               agrees to defend any and all suits, actions and claims for infringement that are
               brought against the City, whether general, exemplary or punitive, as a result of
               any actual or claimed infringement asserted against the City, the Contractor or
               those furnishing material to the Contractor pursuant to this Contract. The
               Contractor, without exception, shall defend, indemnify and hold harmless the City
               of San Diego and its employees from liability of any nature or kind, including
               cost and expenses for or on account of any copyrighted, patented, or unpatented
               invention, process, or article manufactured or used in the performance of the
               contract, including its use by the City of San Diego. If the Contractor uses any
               design, device, or materials covered by letters, patent, or copyright, it is mutually
               understood and agreed without exception that the contract prices shall include all
               royalties or cost arising from the use of such design, device or materials in any
               way involved in the work.


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       K.33    Warranty of Services

               1.   “Acceptance,” as used in this clause, means the act of an authorized
                     representative of the City of San Diego by which the City of San Diego
                     assumes for itself, or as an agent of another, ownership of existing and
                     identified supplies, or approves specific services, as partial or complete
                     performance of the contract. “Correction,” as used in this clause, means the
                     elimination of defect.

               2.   Notwithstanding inspection and acceptance by the City of San Diego or any
                    provision concerning the conclusiveness thereof, the Contractor warrants
                    that all services performed under this contract will, at the time of acceptance,
                    be free from defects in workmanship and conform to the requirements of this
                    contract. The Purchasing Agent shall give written notice of any defect or
                    nonconformance to the Contractor within twenty-four (24) hours. This
                    notice shall state either (1) that the Contractor shall correct or re-perform any
                    defective or nonconforming services, or (2) that the City of San Diego does
                    not require correction or re-performance.

               3.   If the Contractor is required to correct or re-perform, it shall be at no cost to
                    the City of San Diego, and any services corrected or re-performed by the
                    Contractor shall be subject to this clause to the same extent as work initially
                    performed. If the Contractor fails or refuses to correct or re-perform, the
                    Purchasing Agent may, by contract or otherwise, correct or replace with
                    similar services and charge to the Contractor the cost occasioned to the City
                    of San Diego thereby, or make an equitable adjustment in the contract price.

               4.   All goods and services provided under the Contract shall be warranted by
                    Contractor and/or manufacturer for at least twelve (12) months after
                    Acceptance by City, except automotive equipment, which will be warranted
                    for a minimum of 12,000 miles or twelve (12) months, whichever occurs
                    first, unless stated differently in the Contract Documents.

               5.   Contractor shall be responsible to the City for all warranty service, parts and
                    labor. Contractor is responsible for ensuring that warranty work is
                    performed at a facility acceptable to City and that services, parts and labor
                    are available and provided to meet City's schedules and deadlines.
                    Contractor may establish a warranty service contract with an agency
                    satisfactory to City instead of performing the warranty service itself.




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       K.34    Licenses and Permits

               The Contractor shall, without additional expense to the City of San Diego, be
               responsible for obtaining any necessary licenses, permits, certifications,
               accreditations, fees and approvals for complying with any federal, state, county,
               municipal, and other laws, codes, and regulations applicable to the performance of
               the work or to the products or services to be provided under this contract
               including, but not limited to, any laws or regulations requiring the use of licensed
               Contractors to perform parts of the work.

       K.35    Taxes

               The City will furnish Exemption Certificates for Federal Excise Tax. The City is
               liable for State, City, and County Sales Taxes. Do not include this tax in the
               Amount proposed; it will be added to the net amount invoiced. All or any portion
               of the City Sales Tax returned to the City will be considered in the evaluation of
               Proposals.

               I.R.S. regulations require the City to have the correct name, address, and
               Taxpayer Identification Number (TIN) or Social Security Number (SSN) on file
               for businesses or persons who provide services or products to the City. This
               information is necessary to complete Form 1099 at the end of each tax year.

               In order to comply with I.R.S. regulations, the City requires each Contractor to
               provide a Form W-9 prior to Award of Contract. Failure to provide a completed
               Form W-9 within ten (10) business days of the City’s request may result in a
               Proposal being declared non-responsive and rejected.

       K.36    Protection of the City of San Diego Property

               The Contractor shall use reasonable care to avoid damaging existing buildings,
               equipment, and vegetation on or about premises owned by, or under the control
               of, the City of San Diego. If the Contractor’s failure to use reasonable care causes
               damage to any of this property, the Contractor shall replace or repair the damage
               at no expense to the City of San Diego as the Purchasing Agent directs. If the
               Contractor fails or refuses to make such repair or replacement, the Contractor
               shall be liable for the cost, which may be deducted from the contract price.

       K.37    Publicity Releases

               All publicity releases or releases of reports, papers, articles, maps, or other
               documents in any way concerning this contract or the work, hereunder, which the
               Contractor or any of its subcontractors desires to make for purposes of publication
               in whole or in part, shall be subject to approval by the Purchasing Agent prior to
               release.




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       K.38    Suspension of Work

               The Purchasing Agent may order the Contractor in writing to suspend all or any
               part or the work for such period of time as he or she may determine to be
               appropriate for the convenience of the City of San Diego. In the case of delay
               caused by the City, the Contractor may be entitled to an adjustment. However, no
               part of any claim based on the provisions of this clause shall be allowed if not
               supported by adequate evidence showing that the cost would not have been
               incurred but for a delay within the provisions of this clause.

       K.39    Standards of Performance

               The Contractor shall perform all services required by this contract in accordance
               with high professional standards prevailing in the Contractor’s field of work.

               Unless otherwise required in the Scope of Services/Work, all goods furnished
               shall be new and the best of their kind.

               Any reference to a specific brand name is illustrative only and describes a
               component best meeting the specific operational, design, performance,
               maintenance, quality or reliability standards and requirements of the City, thereby
               incorporating these requirements by reference within the Specification. An
               equivalent (“or equal”) may be offered by the Contractor in response to a brand
               name reference (Proposed Equivalent). The City may consider the Proposed
               Equivalent after it is subjected to testing and evaluation which must be completed
               prior to Award of the Contract. If the Contractor offers an item of a manufacturer
               or Contractor other than that specified, Contractor must identify maker, brand,
               quality, manufacturer number, product number, catalog number, or other trade
               designation.

               The City has complete discretion in determining whether a Proposed Equivalent
               will satisfy its requirements. It is the Contractor’s responsibility to provide, at its
               expense, any product information, test data or other information or documents the
               City requests in order to properly evaluate or demonstrate the acceptability of the
               Proposed Equivalent, including independent testing or evaluation at qualified test
               facilities or destructive testing.

               If the item in the Specifications has a trade name, brand, catalog, manufacturer,
               and/or product number, Contractor shall state the applicable trade name, brand,
               catalog, manufacturer, and/or product number in the Proposal.




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               If Contractor has offered goods or services which are responsive, Contractor may
               thereafter include with the Proposal any additional proposals or alternative goods
               that are not “equals” but that Contractor believes may meet or exceed City’s
               requirements and that offer City additional advantages or benefits. City reserves
               the right to evaluate and accept or reject such Alternative Proposals as though
               they were part of the original Specifications without advertising for further
               Proposals or to re-advertise based on such Alternative Proposals when in the best
               interests of the City. Proposers must submit alternate proposals as a separately
               bound proposal and must be prepared in accordance with the instructions
               specified in Section L of this RFP.

               Services performed and goods provided, must be acceptable to the City, in strict
               conformity with all instructions, conditions, and terms of the Contract Documents
               and performed in accordance with the standards customarily adhered to by an
               experienced and competent professional using the degree of care and skill
               ordinarily exercised by reputable professionals practicing in the same field of
               service in the State of California. Where approval by the City, the City Mayor, or
               other representatives of the City is required, it is understood to be general
               approval only and does not relieve the Contractor of responsibility for complying
               with all applicable laws, codes, and good business practices.

       K.40    Notice of Labor Disputes

               a. If the Contractor has knowledge that any actual or potential labor dispute is
                  delaying or threatens to delay the timely performance of this contract, the
                  Contractor immediately shall give notice, including all relevant information,
                  to the Purchasing Agent.

               b. The Contractor agrees to insert the substance of this clause, including this
                  paragraph, in any subcontract under which a labor dispute may delay the
                  timely performance of this contract; except that each subcontract shall provide
                  that in the event its timely performance is delayed or threatened by delay by
                  any actual or potential labor dispute, the subcontractor shall immediately
                  notify the next higher tier subcontractor or the Contractor, as the case may be,
                  of all relevant information concerning the dispute.

       K.41    Pending Legal Dispute with the City of San Diego

               Unless the Contractor specifically indicates otherwise in the Proposal, submission
               of a Contractor is deemed a warranty by Contractor that no judgments or awards
               have been entered against Contractor and that it is not currently involved in
               litigation or arbitration concerning Contractor’s provision of services or goods
               similar to those which are the subject of this Contract. If Contractor discloses that
               such a warranty cannot be made, the City will require Contractor to furnish the
               City with a performance bond executed by a surety company authorized to do
               business in the State of California and approved by the City in a sum equal to one
               hundred percent (100%) of the Contract Amount.

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               It is the policy of the City of San Diego that one factor, among others, that are to
               be considered when awarding a contract or approving a purchase order is the
               existence of a pending legal dispute - whether in court or an alternative dispute
               forum - with any contractor or Contractor which has submitted a bid or proposal.
               Before including a consideration of the legal dispute as a factor, a Purchasing
               Agent shall seek the advice of the City Attorney regarding the legal dispute.

       K.42    Time of Essence

               Time is of the essence for each provision of the Contract Documents, unless
               specified otherwise.

       K.43    Americans with Disabilities Act Certification

               The Contractor hereby certifies that it agrees to comply with the City's Americans
               With Disabilities Act Compliance/City Contracts requirements set forth in
               Council Policy 100-04, adopted by San Diego Resolution R-282153 and
               incorporated into this Agreement by this reference.

       K.44    Debarment Proceedings

               Contractor misconduct may be punishable by suspension or debarment in
               accordance with San Diego Municipal Code Sections 22.0800, et seq.

       K.45    Public Agency

               Other public agencies as defined by Cal. Gov. Code § 6500 may choose to use
               this Contract, subject to the Contractor’s acceptance. The City is not liable or
               responsible for any obligations related to a subsequent agreement between the
               Contractor and another public agency. If agreements are entered into by other
               agencies and the Contractor, Contractor shall furnish the City with an annual
               report showing the name of the agencies, contact person and phone number for
               each agency, and details of goods or services provided, including quantities. This
               report shall be furnished to the City upon request.

       K.46    Product Endorsements

               Contractor is prohibited from indicating, either directly or by implication, that the
               City has endorsed its goods or services without prior written authorization by the
               City.

       K.47    Procurement Card Transactions

               The City may opt to purchase supplies and services via a City-issued Procurement
               Card. Within thirty (30) days of the City utilizing Procurement Cards as a
               payment vehicle, the contractor is required to have a credit card reader capable of
               transmitting Procurement Card transactions at Level 2, which identify the items
               purchased by the City. For purchase verification, the City shall receive an
               itemized receipt and the respective transaction slip.

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       K.48    Severability

               The unenforceability, invalidity, or illegality of any provision of the Contract
               Documents shall not render any other provision unenforceable, invalid, or illegal.

       K.49    No Waiver

               No failure of either the City or the Contractor to insist upon the strict performance
               by the other of any covenant, term or condition of this Agreement, nor any failure
               to exercise any right or remedy consequent upon a breach of any covenant, term,
               or condition of this Agreement, shall constitute a waiver of any such breach of
               such covenant, term or condition. No waiver of any breach shall affect or alter
               this Agreement, and each and every covenant, condition, and term hereof shall
               continue in full force and effect to any existing or subsequent breach.

       K.50    Covenants and Conditions

               All provisions in the Contract expressed as either covenants or conditions on the
               part of the City or Contractor, shall be deemed to be both covenants and
               conditions.

       K.51    Headings

               All article headings are for convenience only and shall not affect the interpretation
               of these Contract Documents.

       K.52    Independent Contractors

               The Contractor and any subcontractors employed by the Contractor shall be
               independent contractors and not agents of the City. Any provisions in the
               Contract that may appear to give the City any right to direct the Contractor
               concerning the details of performance, or to exercise any control over such
               performance, shall mean only that the Contractor shall follow the direction of the
               City concerning the end results of the performance.

       K.53    Successors in Interest

               This Contract and all rights and obligations created by this Contract shall be in
               force and effect whether or not any parties to the Contract have been succeeded
               by another entity, and all rights and obligations created by this Contract shall be
               vested and binding on any party's successor in interest.

       K.54    Software Licensing

               Contractor represents and warrants that the software, as delivered to the City, does
               not contain any program code, virus, worm, trap door, back door, timer, or clock
               that would erase data or programming or otherwise cause the software to become
               inoperable, inaccessible, or incapable of being used in accordance with its user
               manuals, either automatically, upon the occurrence of Licensor-selected
               conditions, or manually on the command of.
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       K.55    Intellectual Property

               55.1 Work For Hire. All original designs, plans, specifications, reports,
               documentation, and other informational materials, whether written or readable by
               machine, originated or prepared exclusively for the City pursuant to this
               Agreement (Deliverable Materials) is “work for hire” under the United States
               Copyright law and shall become the sole property of the City. The Contractor,
               including its employees, and independent Subcontractor(s), shall not assert any
               common law or statutory patent, copyright, trademark, or any other intellectual
               proprietary right to the City to the deliverable Materials.

               55.2. Rights in Data. All rights (including, but not limited to publication(s),
               registration of copyright(s), and trademark(s)) in the Deliverable Materials,
               developed by the Contractor, including its employees, agents, talent and
               independent Subcontractors pursuant to this Agreement are the sole property of
               the City. The Contractor, including its employees, agents, talent, and independent
               Subcontractor(s), may not use any such Product mentioned in this article for
               purposes unrelated to Contractor’s work on behalf of the City without prior
               written consent of the City.

               55.3 Intellectual Property Rights Assignment. Contractor, its employees,
               agents, talent, and independent Subcontractor(s) agree to promptly execute and
               deliver, upon request by City or any of its successors or assigns at any time and
               without further compensation of any kind, any power of attorney, assignment,
               application for copyright, patent, trademark or other intellectual property right
               protection, or other papers or instruments which may be necessary or desirable to
               fully secure, perfect or otherwise protect to or for the City, its successors and
               assigns, all right, title and interest in and to the content of the Deliverable
               Materials; and cooperate and assist in the prosecution of any action or opposition
               proceeding involving said rights and any adjudication of the same.

               55.4 Moral Rights. Contractor, its employees, agents, talent, and independent
               Subcontractor(s) hereby irrevocably and forever waives, and agrees never to
               assert, any Moral Rights in or to the Deliverable Materials which Contractor, its
               employees, agents, talent, and independent Subcontractor(s), may now have or
               which may accrue to Contractor, its employees, agents, talent, and independent
               Subcontractor(s)’ benefit under U.S. or foreign copyright laws and any and all
               other residual rights and benefits which arise under any other applicable law now
               in force or hereafter enacted. The term “Moral Rights” shall mean any and all
               rights of paternity or integrity of the content and the right to object to any
               modification, translation or use of said content, and any similar rights existing
               under judicial or statutory law of any country in the world or under any treaty,
               regardless of whether or not such right is denominated or referred to as a moral
               right.




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               55.5 Subcontracting. In the event that Contractor utilizes a Subcontractor(s) for
               any portion of the Work that is in whole or in part of the specified Deliverable(s)
               to the City, the agreement between Contractor and the Subcontractor
               [Subcontractor Agreement] shall include a statement that identifies that the
               Deliverable/Work product as a “work-for hire” as defined in the Act and that all
               intellectual property rights in the Deliverable/Work product, whether arising in
               copyright, trademark, service mark or other belongs to and shall vest solely with
               the City. Further, the Subcontractor Agreement shall require that the
               Subcontractor, if necessary, shall grant, transfer, sell and assign, free of charge,
               exclusively to the City, all titles, rights and interests in and to said
               Work/Deliverable, including all copyrights and other intellectual property rights.
               City shall have the right to review any Subcontractor agreement for compliance
               with this provision.

               55.6 Publication. Contractor may not publish or reproduce any Deliverable
               Materials, for purposes unrelated to Contractor’s work on behalf of the City
               without prior written consent of the City.

               55.7 Intellectual Property Warranty and Indemnification. Contractor
               represents and warrants that any materials or deliverables, including all
               Deliverable Materials, provided under this contract are either original, not
               encumbered and do not infringe upon the copyright, trademark, patent or other
               intellectual property rights of any third party, or are in the public domain. If
               Deliverable Materials provided hereunder become the subject of a claim, suit or
               allegation of copyright, trademark or patent infringement, City shall have the
               right, in its sole discretion, to require Contractor to produce, at Contractor’s own
               expense, new non-infringing materials, deliverables or Works as a means of
               remedying any claim of infringement in addition to any other remedy available to
               the City under law or equity. Contractor further agrees to indemnify and hold
               harmless the City, its officers, employees and agents from and against any and all
               claims, actions, costs, judgments or damages of any type alleging or threatening
               that any materials, deliverables, supplies, equipment, services or Works provided
               under this contract infringe the copyright, trademark, patent or other intellectual
               property or proprietary rights of any third party (Third Party Claims of
               Infringement). If a Third Party Claim of Infringement is threatened or made
               before Contractor receives payment under this contract, City shall be entitled,
               upon written notice to Contractor, to withhold some or all of such payment.

               55.8 Enforcement Costs. The Contractor agrees to pay any and all costs the
               City incurs enforcing the indemnity and defense provisions set forth in Article 8,
               including but not limited to, attorney’s fees.




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       K.56     Confidentiality of Services

               All services performed by Contractor, and any subcontractors if applicable
               including but not limited to all drafts, data, information, correspondence,
               proposals, reports or any nature, estimates compiled or composed by the
               Contractor, are for the sole use of the City, its agents and employees. Neither the
               documents nor their contents shall be released to any third party without the prior
               written consent of the City. This provision does not apply to information that (a)
               was publicly known, or otherwise known to the Contractor, at the time that it was
               disclosed to the Contractor by the City, (b) subsequently becomes publicly known
               through no act or omission of the Contractor, or (c) otherwise becomes known to
               the Contractor other than through disclosure by the City.

       K.57    Business Tax Certificate

               Any company doing business with the City of San Diego is required to comply with
               Section 31.0301 of the San Diego Municipal Code regarding Business Tax. For
               more information please visit the City of San Diego website at
               www.sandiego.gov/treasurer/ or call (619) 615-1500. The City requires that each
               Contractor provide a copy of their Business Tax Certificate, or a copy of their
               application receipt. Failure to provide the required documents within ten (10)
               business days of the City’s request may result in a Bid being declared non-
               responsive and rejected.

       K.58    Performance and Payment Bond

               If a Guarantee of Good Faith is required, any of the following may be submitted
               in the amount specified made payable to the City: a certified check; a bank or
               postal money order; or a bid bond executed by a corporation authorized to issue
               surety bonds in the State of California. Failure to submit an acceptable Guarantee
               of Good Faith with the Proposal will automatically render it void.

               The Apparent Successful Contractor may be required to furnish the City with a
               surety bond conditioned upon the faithful performance of the Contract. This may
               take the form of a bond executed by a surety company authorized to do business
               in the State of California and approved by the City, an endorsed Certificate of
               Deposit, or a money order or a certified check drawn on a solvent bank. The bond
               shall be in a sum equal to one hundred percent (100%) of the Amount of the
               Contract, unless stated differently in the Specific Provisions. The City may file a
               claim against such bond or deposit in the event the Contractor fails or refuses to
               fulfill all terms and conditions of the Contract.




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       K.59    Compliance with Controlling Law

               The Contractor shall comply with all laws, ordinances, regulations, and policies of
               the federal, state, and local governments applicable to this Agreement. In
               addition, the Contractor shall comply immediately with all directives issued by
               the City or its authorized representatives under authority of any laws, statutes,
               ordinances, rules, or regulations.




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                                     SECTION L

                LIST OF ATTACHMENTS, EXHIBITS, OR APPENDICES

               Attachment 1   -   Contractor Registration Form
               Attachment 2   -   Contractor Standards Pledge of Compliance Questionnaire
               Attachment 3   -   Equal Opportunity Contracting Program (EOCP) Proposer
                                  Requirements




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                                           SECTION M

       REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF
                    CONTRACTORS OR RESPONDENTS

K.1     By submission of this proposal, the Contractor certifies that neither it nor its principals
        is presently debarred, suspended, proposed for debarment, declared ineligible, or
        voluntarily excluded from participation in this transaction by any Federal, State or Local
        departments or agencies.

 K.2    Should the Contractor be unable to certify to any of the statements in this certification,
        such prospective participant shall attach an explanation to this proposal.

 K.3    The following forms are required to be completed to validate the proposal and upon
        acceptance of the contract will confirm compliance with the City of San Diego
        eligibility requirements as stated in Section L.

 FORMS REQUIRED OF ALL CONTRACTORS:

 1. Contractor’s Cover Sheet

 2. Pre-Award Survey/List of References/List of Subcontractors

 3. Certification Regarding Debarment, Suspension on, Proposed Debarment, and other
    Responsibility matters

 4. Indemnification, Defense and Hold Harmless Agreement Regarding Information Requested
    Under The California Public Records Act

 5. Proof of Insurance

 6. Criminal Background Certification

 7. Equal Employment Opportunity (EEO) Policy and Forms:

     a. San Diego-Based (Local) Contractors.

     b. Work Force Report.

     c. See Section J “Equal Opportunity Contracting Program (EOCP)” for additional forms
        and requirements.

8.   Affidavit for Contractor/Vendor

9.   Conflict of Interest Disclosure Statement

10. Drug Free Workplace Certification



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                             CONTRACTOR’S COVER SHEET

Legal Status of Contractor:

1.   Name of Firm: ____________________________________________

2.    Type of Business: The bidder represents as part of its offer that it operates as (Mark
      one with an ‘X’) An Individual ____; A Corporation ___; Partnership ___ or Joint
      Venture ___. (If a Joint Venture, provide information for each party to the joint
      venture when answering items 3-7 below.)

     a.      If incorporated, existing under the laws of the State of: ____________.

     b.      Date of incorporation: _________________

c.    The ID Number/Registration Number assigned to your Corporation or Limited
      Partnership by the State named above: ____________________. Data Universal
      Numbering System (DUN & BRADSTREET) Number: _____________.

d.   Office which will be responsible for providing the City of San Diego the specified
     services:

      Address: _________________________
                 ______________________________________


     Contact Person/Telephone Number: _______________ Fax Number: __________
     Email: ____________________

5.   Name, title, and signature of individual duly authorized as representative to execute
     contracts:

          Name: ___________________________

          Title: ____________________________

          Signature: ________________________

6.   The undersigned understands that the City of San Diego reserves the right to reject any
     and all solicitation and to waive informalities and irregularities if there’s a mistake in the
     offer.

7a. The undersigned further understands that the contents within this solicitation will become
    a part of the contract when awarded to the above named Propose Firm.

7b. My signature below certifies that the proposal as submitted complies with all terms and
    conditions as set forth within the Request for Proposal.



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7c. My signature also certifies that the accompanying solicitation is not the result of, or
    affected by, any unlawful act of collusion with another person or company engaged in the
    same line of business, or any act of fraud. Furthermore, I understand that fraud and
    unlawful collusion are crimes under Federal Law, and can result in fines and/or civil
    damage awards.

     I, hereby certify that I am a duly authorized representative of the forenamed Firm and have
     the authority to enter an agreement if so awarded by the City of San Diego:
     Authorized Representative Signature: _________________________

     Printed Name: ___________________________________

     Position: ____________________________________

     Dated this _______________day of ________________, 20__.




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                         PRE-AWARD SURVEY DOCUMENTS

This statement is an integral part of a Contractor’s proposal. All references and information
shall be current and traceable. If the Contractor is a joint venture, each Contractor shall prepare
a separate form.

SOLICITATION NUMBER:                     _________________________________

NAME OF CONTRACTOR:                      _________________________________

ADDRESS:       __________________________

               __________________________

               __________________________

TELEPHONE: ________________________


   1. Name your principal financial institution for financial reference:

       Name of Bank: _____________________

       Point of Contact: _____________________

       Address:          _____________________

                         ____________________

       Telephone Number: ___________________

       I authorize the release of credit information for verification of financial responsibility.


       __________________________                                  _____________
       Contractor’s Signature                                       (Date)

       __________________________
       Name (typed or written)


   2. State your firm’s average receipts over the past 3 years: $______________.




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   3. If your firm is a partnership, list names and addresses of partners; if a corporation, list names of
      directors, State of incorporation and addresses of corporation: if a joint venture, list names and
      addresses of ventures.

       _____________________________________________________________
            (Name)                        (Address)

       ______________________________________________________________
            (Name)                        (Address)

       ______________________________________________________________
            (Name)                        (Address)

   4. How many years has your firm been in business as a contractor under your present name?
      ____ years.

   5. How many people are currently employed by your firm? ___________

   6. Have your firm failed to complete a contract? Yes ___         No ___ (check one)

       If yes, give details
       __________________________________________________________________

       __________________________________________________________________

           7. Proposer is required to provide a minimum of three (3) references to demonstrate successful
           performance for similar scope of work as specified in this RFP during the past three (3) years (use
           form in the Forms section). This will enable the City to judge past performance and other information.
           The City reserves the right to contact references not provided by the Proposer.


                                        LIST OF REFERENCES

       Reference #1

       Name of Entity:

       Contact Person:

       Phone No:

       Dollar Value of Contract: $________________                  Contract Dates: __________

       Requirements of the Contract:
       ___________________________________________________________________
       ___________________________________________________________________

       Reference #2


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        Name of Entity:

        Contact Person:

        Phone No:

        Dollar Value of Contract: $________________              Contract Dates: __________

        Requirements of the Contract:
        __________________________________________________________________
        __________________________________________________________________

        Reference #3

        Name of Entity:

        Contact Person:

        Phone No:

        Dollar Value of Contract: $________________              Contract Dates: __________

        Requirements of the Contract:
        __________________________________________________________________
        __________________________________________________________________

    8. INCLUDE SUBCONTRACTOR SUBMITTAL AS A REQUIREMENT IF
       NECESSARY. FOR EXAMPLE: The Contractor is required to state below all
       subcontractors to be used in the performance of the proposed contract, and what
       portion of work will be assigned to each Subcontractor. Failure to provide details
       of Subcontractors may be grounds for rejection of the proposal. NOTE: Add
       additional pages if necessary.

Company Name:                                              Contact Name:

Address:                                                   Phone Number:

                                                           Fax Number:

Dollar amount of sub-contract: $                           Contract Dates:

Contractor’s License #:

Requirements of contract:

What portion of work will be assigned to this subcontractor:



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Company Name:                                              Contact Name:

Address:                                                   Phone Number:

                                                           Fax Number:

Dollar amount of sub-contract: $                           Contract Dates:

Contractor’s License #:

Requirements of contract:

What portion of work will be assigned to this subcontractor:



Company Name:                                              Contact Name:

Address:                                                   Phone Number:

                                                           Fax Number:

Dollar amount of sub-contract: $                           Contract Dates:

Contractor’s License #:

Requirements of contract:

What portion of work will be assigned to this subcontractor:




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    CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
 PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS

A.     The Contractor certifies, to the best of its knowledge and belief, that --

       1.      The Contractor and/or any of its Principals --

               a.   Are □  are not □   presently debarred, suspended, proposed for debarment, or
                    declared ineligible for the award of contracts by any public (Federal, State, or
                    Local) agency;
               b.   Have     □         □
                              have not , within a three-year period preceding this offer, been
                    convicted of or had a civil judgment rendered against them for: commission
                    of fraud or a criminal offense in connection with obtaining, attempting to
                    obtain, or performing a public contract or subcontract; violation of Federal or
                    State antitrust statutes relating to the submission of offers; or commission of
                    embezzlement, theft, forgery, bribery, falsification or destruction of records,
                    making false statements, tax evasion, or receiving stolen property; and
               c.   Are □  are not □ presently indicted for, or otherwise criminally or civilly
                    charged by a public entity with, commission of any of the offenses
                    enumerated in paragraph (a) (1) (ii) of this provision.
       2.      The Contractor has  □          □
                                     has not , within a three-year period preceding this offer,
               had one or more contracts terminated for default by any Federal agency.

       3.      "Principals," for the purposes of this certification, means officers; directors;
               owners; partners; and, persons having primary management or supervisory
               responsibilities within a business entity. This Certification Concerns a Matter
               Within the Jurisdiction of the City of San Diego and the Making of a False,
               Fictitious, or Fraudulent Certification May Render the Maker Subject to
               Prosecution.

B.     The Contractor shall provide immediate written notice to the Purchasing Agent if, at any
       time prior to contract award, the Contractor learns that its certification was erroneous
       when submitted or has become erroneous by reason of changed circumstances.

C.     A certification that any of the items in paragraph (a) of this provision exists will not
       necessarily result in withholding of an award under this solicitation. However, the
       certification will be considered in connection with a determination of the Contractor's
       responsibility. Failure of the Contractor to furnish a certification or provide such
       additional information as requested by the Purchasing Agent may render the Contractor
       non-responsible.




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D.     Nothing contained in the foregoing shall be construed to require establishment of a
       system of records in order to render, in good faith, the certification required by paragraph
       (a) of this provision. The knowledge and information of an Contractor is not required to
       exceed that which is normally possessed by a prudent person in the ordinary course of
       business dealings.

E.     The certification in paragraph (a) of this provision is a material representation of fact
       upon which reliance was placed when making award. If it is later determined that the
       Contractor knowingly rendered an erroneous certification, in addition to other remedies
       available to the City of San Diego, the Purchasing Agent may terminate the contract
       resulting from this solicitation for default.



       ____________________________________
       Name of Firm



       ____________________________________
       Signature of Authorized Representative



       ____________________________________
       Printed/Typed Name



       ____________________________________
       Date




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Proposal No. 10011132-11-W

      INDEMNIFICATION, DEFENSE AND HOLD HARMLESS
   AGREEMENT REGARDING INFORMATION REQUESTED UNDER
          THE CALIFORNIA PUBLIC RECORDS ACT

The undersigned duly authorized representative, on behalf of the named Contractor declares
and acknowledges the following:

Any information submitted in response this Request for Proposal is a public record
subject to disclosure unless a specific exemption in the California Public Records Act
applies.

If a Contractor submits information clearly marked confidential or proprietary, the City of
San Diego (City) may protect such information and treat it with confidentiality only to the
extent permitted by law. However, it will be the responsibility of the Contractor to provide
to the City the specific legal grounds on which the City can rely in withholding information
requested under the California Public Records Act, should the City choose to withhold such
information.

General references to sections of the California Public Records Act will not suffice. Rather,
the Contractor must provide a specific and detailed legal basis, including applicable case
law that clearly establishes the requested information is exempt from the disclosure
requirements of the California Public Records Act.

If the Contractor does not provide a specific and detailed legal basis for withholding the
requested information within a time specified by the City, the City will release the information
as required by the California Public Records Act and the Contractor will hold the City
harmless for release of this information.

It will be the Contractor’s obligation to defend, at Contractor’s expense, any legal actions or
challenges seeking to obtain from the City any information requested under the California
Public Records Act withheld by the City at the Contractor’s request. Furthermore, the
Contractor shall indemnify the City and hold it harmless for any claim or liability, and
defend any action brought against the City, resulting from the City’s refusal to release
information requested under the Public Records Act withheld at Contractor’s request.

Nothing in this Agreement creates any obligation for the City to notify the Contractor or obtain
the Contractor’s approval or consent before releasing information subject to disclosure under
the California Public Records Act.
____________________________________
Name of Firm
____________________________________
Signature of Authorized Representative
____________________________________
Printed/Typed Name
____________________________________
Date
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Proposal No. 10011132-11-W


                               PROOF OF INSURANCE

       Contractor acknowledges that it has read and understands the City’s insurance
       requirements and will comply. In addition, Contractor acknowledges that it has
       shared the insurance requirements with its agent and its agent has agreed to
       comply. Upon award, Contractor shall supply the City with a copy of your
       Workers’ Compensation, Comprehensive Automobile, Comprehensive General
       Liability and Other declaration pages as specified herein, which illustrates the
       coverage and limits for this solicitation.

       The undersigned duly authorized representative, on behalf of the named Contractor
       declares that the Contractor will comply.

       ____________________________________

       Name of Firm

       ____________________________________

       Signature of Authorized Representative

       ____________________________________

       Printed/Typed Name

       ____________________________________

       Date




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Proposal No. 10011132-11-W


                   CRIMINAL BACKGROUND CERTIFICATION

       Contractor performing this Contract herein certifies that all employees working on
       this Contract has had a criminal background check and said employees are clear of
       any sexual and drug related convictions. All employees whether Contractor or
       Subcontractor shall be free from any felony convictions.


       The undersigned duly authorized representative, on behalf of the named Contractor
       declares that this certification is true and correct.

       ____________________________________

       Name of Firm

       ____________________________________

       Signature of Authorized Representative

       ____________________________________

       Printed/Typed Name

       ____________________________________

       Date




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Proposal No. 10011132-11-W


                     EQUAL EMPLOYMENT OPPORTUNITY

      The City Council and Mayor of the City of San Diego are committed to the goals of equal
      employment opportunity. All Contractors must submit with their proposal:

      Small Emerging Local Business Program. Prime vendors/contractors/consultants
      are encouraged to take positive steps to diversify and expand their Small Local
      Business Enterprises (SLBE)/ Emerging Local Business Enterprises (ELBE)
      solicitation base and to offer contracting opportunities to all eligible small emerging
      local businesses. To support its Equal Opportunity Contracting commitment, the
      City has established participation level(s) as defined in the following website,
      http://www.sandiego.gov/eoc/boc/slbe.shtml

      1. All professional services (non-Architectural/Engineering) contracts valued over
         $50,000 or more have a voluntary SLBE/ELBE goal of 20%. Details can be
         found in the website above.

      2. For all goods and services contracts valued over $50,000, the City shall apply a
         2% bid discount for either: 1) SLBE/ELBE prime contractors or 2) Prime
         contractors meeting the 20% voluntary SLBE/ELBE goal. The discount will not
         apply if the award to the discounted bidder would result in a total contract cost of
         $10,000 in excess of the low, non-discounted bidder. Details can be found in the
         website above.

      All Contractors must submit with their proposal:

      1. A copy of their company’s equal employment policy, or non-discrimination policy
         prohibiting discrimination based on race, sex, religion, color, national origin, age or
         disability that is unrelated to the individual’s ability to perform the duties of a
         particular job position.

      2. Complete, sign, notarize and return the following forms:

          a.   Work Force Report.

          b.   See Section J “Equal Opportunity Contracting Program (EOCP)” for
               additional forms and requirements.

      3. Identify subcontracting opportunities with San Diego-based businesses by: Name of
         firm, contact person, address, telephone, award amount and services to be rendered.




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Proposal No. 10011132-11-W


                 PURCHASING & CONTRACTING DEPARTMENT
           OFFICE OF EQUAL OPPORTUNITY CONTRACTING PROGRAM
                         1200 Third Avenue, Suite 200
                            San Diego, CA 92101
                                619-236-6000

                     AFFIDAVIT FOR CONTRACTOR/VENDOR

       I, the undersigned, being first duly sworn, depose and say that I have read the
       STANDARDS RELATED TO CONFLICTS OF INTEREST INVOLVING COUNCIL
       MEMBERS OR EMPLOYEES OF THE CITY OF SAN DIEGO, understand them and
       that neither I, nor the owner/officers of the firm, nor any member of it, is involved,
       directly or indirectly, in a business relationship with any member or employee of the City
       of San Diego, and that, to the best of my knowledge, a conflict of interest situation,
       within the meaning of the STANDARDS RELATED TO CONFLICTS OF INTEREST
       INVOLVING COUNCIL MEMBERS OR EMPLOYEES OF THE CITY OF
       SAN DIEGO does not exist.



       Name: ____________________________________
                         (type or print)


       Signature: _______________________________________
                     (Must be signed by President or Vice President)


       Social Security Number or Federal ID Number: ______________________


       Position:


       Firm:




      C & P FORM 1




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Proposal No. 10011132-11-W


                 PURCHASING & CONTRACTING DEPARTMENT
           OFFICE OF EQUAL OPPORTUNITY CONTRACTING PROGRAM
                         1200 Third Avenue, Suite 200
                            San Diego, CA 92101
                                619-236-6000

              CONFLICT OF INTEREST DISCLOSURE STATEMENT

       I, the undersigned, being first duly sworn, depose and say that I have read the standards
       related to Conflicts Of Interest involving council members or employees of the City of
       San Diego, understand them and make the following disclosures concerning myself, the
       owners/officers of the firm I represent, or any member of it. The statement prohibits
       public servants from directly or indirectly soliciting any contract between his or her
       public entity employer and any of the following:

       1. Him or Herself.

       2. Any firm, meaning a co-partnership or other unincorporated association, of which one
          is a partner, member or employee.

       3. Any private corporation in which one is a stockholder owning more than one percent
          (1%) of the total outstanding stock of any class if the stock is not listed on a stock
          exchange, or stock with a present total market value in excess of $25,000 if the stock
          is listed on a stock exchange or of which one is a director officer, or employee.

       4. Any trust of which he or she is a beneficiary or trustee.

       5. Do not take part in the negotiations for such a contract or the renegotiation or
          amendment of the contract, or the approval of the contract.

       6. Represent either party in the transaction.

       7. Promptly discloses any pecuniary interest in the contract to the official body that has
          power to approve the contract, which disclosure shall be made a matter of record in
          its official proceedings.


      Name (type or print):

      Signature:
                     (Must be signed by President or Vice President)

      Position:

      Firm:
      C & P FORM 2

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Proposal No. 10011132-11-W



                              DRUG-FREE WORKPLACE

A.     GENERAL

       All City projects are now subject to the City of San Diego Resolution No. R-277952
       adopted on May 20, 1991. All bidders should be aware of the provisions of San Diego
       City Council Policy No. 100-17 which was established by the above numbered
       resolution. The policy applies equally to the Contractor and all Subcontractors. The
       elements of the policy are outlined below.

B.     DEFINITIONS

       1)      “Drug-Free Workplace” means a site for the performance of work done in
               connection with a contract let by the City of San Diego for the construction,
               maintenance, or repair of any facility, or public work, or for professional, or
               nonprofessional services rendered on behalf of the City by an entity at which
               employees of the entity are prohibited from engaging in the unlawful
               manufacture, distribution, dispensation, possession, or use of a controlled
               substance in accordance with the requirements of this section.

       2)      “Employee” means the employee of a Contractor directly engaged in the
               performance of work pursuant to a contract as described in Section C.

       3)      “Controlled Substance” means a controlled substance in Schedules I through V of
               Section 202 of the Controlled Substances Act (21 U.S.C. Sec. 812).

       4)      “Contractor” means the department, division, or other unit of a person or
               organization responsible to the Contractor for the performance of a portion of the
               work under the contract.

C.     CITY CONTRACTOR REQUIREMENTS

       1)      Every person or organization awarded a contract or grant by the City of San
               Diego for the provision of services shall certify to the City that it will provide a

               Drug-Free Workplace by doing all of the following:

               a)      Publishing a statement notifying employees that the unlawful
                       manufacture, distribution, dispensation, possession, or use of a controlled
                       substance is prohibited in the person’s organization’s workplace and
                       specifying the actions that will be taken against employees for violations
                       of the prohibition.




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               b)      Establishing a Drug-Free Awareness Program to inform employees about
                       all of the following:

                     (1)     The dangers of drug abuse in the workplace.

                     (2)     The person’s or organization’s policy of maintaining a Drug-Free
                             Workplace.

                     (3)     Any available drug counseling, rehabilitation, and employee assistance
                             programs.

                     (4)     The penalties that may be imposed upon employees for drug abuse
                             violations.

               c)    Posting the statement required by subdivision (1) in a prominent place at
                     Contractor’s main office. For projects large enough to necessitate a
                     construction trailer at the job site, the required signage would also be posted
                     at the job site.

       2)      Contractors shall include in each subcontract agreement language which indicates
               the Subcontractor’s agreement to abide by the provisions of subdivisions a)
               through c) inclusive of Section C1. Contractors and Subcontractors shall be
               individually responsible for their own Drug-Free Workplace programs.

NOTE:       The requirements of a Drug-Free Awareness Program can be satisfied by periodic
            tailgate sessions covering the various aspects of drug-abuse education. Although an
            in-house employee assistance program is not required, Contractors should be able to
            provide a listing of drug rehabilitation and counseling programs available in the
            community at large.

Questions about the City’s Drug-Free Workplace Policy should be referred to the Purchasing
Agent.




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                        THIS DOCUMENT MUST BE COMPLETED,

              SIGNED, AND SUBMITTED PRIOR TO CONTRACT AWARD

                                  DRUG-FREE WORKPLACE

                              CONTRACTOR CERTIFICATION

BID NUMBER:

PROJECT TITLE:



I hereby certify that I am familiar with the requirements of San Diego City Council Policy
No. 100-17 regarding Drug-Free Workplace as outlined in the request for proposals, and that,



                             (Name under which business is conducted)

has in place a Drug-Free Workplace Program that complies with said policy. I further certify
that each subcontract agreement for this project contains language which indicates the
Subcontractor’s agreement to abide by the provisions of subdivisions a) through c) of the policy
as outlined.

                                     SIGNED:

                                     PRINTED NAME:

                                     TITLE:

                                     COMPANY NAME:

                                     ADDRESS:




                                     TELEPHONE:                         FAX:

                                     DATE:




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Proposal No. 10011132-11-W



                                        SECTION N

  INSTRUCTIONS, CONDITIONS AND NOTICES TO CONTRACTORS
The acceptance of the Contractor’s proposal for the services specified herein will be made by
issuance of a duly authorized contract prepared by the City of San Diego. Contractors are
cautioned to make no assumptions or accept any representations by any employee, member,
officer or representative of the City of San Diego concerning the award until a contract is
executed.

L.1    Recommended Pre-Proposal Conference

       There will be a recommended pre-proposal conference for this solicitation held at:

          City of San Diego
           Purchasing & Contracting Department
           2nd Floor Conference Room 1
           1200 Third Avenue, Suite 200
           San Diego, CA 92101

       Date and Time is as specified on the Cover Page of this RFP. The purpose of the pre-
       proposal conference will be to provide an overview of the RFP requirements, ensure that
       all participants have a common basis of understanding of the requirements and provide
       information that may be helpful in preparing proposals. Interested Proposers are strongly
       urged to attend this pre-proposal conference. However, the pre-proposal conference is
       not mandatory.

       Failure of Proposers to attend the pre-proposal conference does not relieve Proposers of
       the responsibility to comprehend all information contained within this document,
       information discussed at the pre-proposal conference, and issued addenda, and does not
       relieve Contractors to perform in accordance with the Contract Documents subsequent to
       award.

       Proposers should estimate duration of the pre-proposal conference to be approximately
       Two (2) hours. Proposers who are attending the pre-proposal conference should bring
       written copies of any questions they may have to the conference. The City may provide
       preliminary information at this pre-proposal conference in response to questions,
       however, answers will be provided in accordance with Section L.2 below.




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L.2    Questions

       Contractors are responsible for reading carefully and understanding fully the terms and
       conditions of this RFP. All contact between Contractors and the City will be formally
       made at scheduled meetings in person, telephone or in writing through the Procurement
       Specialist. Requests for clarification or additional information must be made in writing
       to the Procurement Specialist and received at the Purchasing & Contracting Office listed
       on the cover page no later than 5:00 p.m. P.T. on the due date specified on the Cover
       Page of this solicitation. Such requests should contain the following: “QUESTIONS:
       1001132-11-W-RFP”. Only written communications relative to the procurement shall be
       considered. Electronic mail is the only acceptable method for submission of questions.
       Please e-mail the Procurement Specialist listed on the cover page. It is incumbent upon
       Contractors to verify City receipt of their questions. All questions will be answered in
       writing. Both questions and answers will be distributed, without identification of the
       inquirer(s), to all Contractors who are on record with the Procurement Specialist as
       having received this RFP. No oral communications can be relied upon for this Proposal.
       To the extent that a question causes a change to any part of this RFP, an addendum shall
       be issued addressing such.

L.3    Additional Instructions

       1.      Contractor’s Mailing Address

               It is the responsibility of every Contractor to register and maintain their current
               mailing address with the City of San Diego.

       2.      Submission Instructions

               Please submit one (1) original and five (5) complete copies of your proposal
               documents in sealed envelopes or cartons. In addition, please include an
               electronic copy of your proposal with the original package. The original
               proposal must be clearly marked, signed (use blue ink) and submit in a separate
               sealed envelope, with all copies being addressed to:

               2. Purchasing & Contracting Department
                  The City of San Diego
                  1200 Third Avenue, Suite 200
                  San Diego, CA 92101

               If hand carried, proposals must be delivered by 4:00 p.m. PT on the Closing
               Date specified on the Cover Page. Late proposals delivered/received after
               4:00 p.m. PT will not be accepted.

               The outside of each envelope or package must be labeled:

               a.   RFP Description
               b.   RFP No. 10011132-11-W
               c.   Name of Contractor
               d.   Package x of y
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        3.     Firm Offer Period

               By submission of a Proposal, Contractor guarantees that the offer is firm for
               ninety (90) calendar days, commencing the day following the date of Proposal
               Closing. If an Award is not made during that period, the Proposal shall
               automatically extend for another ninety (90) days, unless the Contractor indicates
               otherwise to the contact person listed on the cover page of the Proposal in writing
               thirty (30) days prior to expiration of the current ninety (90) days period.

       4.      Detailed Proposal

               All items specified in Section C, “Scope of Services” beginning with Paragraph
               D, “Core Requirements” must be addressed in the proposal. Proposers must
               expressly indicate that the Proposal satisfies and is fully capable of providing each
               point listed in this section. Proposers shall provide responses to each paragraph in
               the same order as the RFP citing the heading and then their response. Simple
               “Yes”, “No”, or “Comply” responses to stated specifications are insufficient.
               Rather, the Proposers must describe in detail how the proposed products and/or
               services meet or exceed the requirements of this RFP and Proposers shall state
               their understanding and compliance. Additionally, Proposers must explain any
               exception or deviation from the requirements in accordance with the applicable
               terms of this RFP. Proposers should also include any other information they feel
               may be of benefit to the City. Exceptions are deemed rejected unless accepted in
               writing by the City of San Diego.

               In order for a Proposal to be accepted, it must be submitted on the forms, if any,
               provided by the Purchasing Agent. A detailed proposal must be submitted along
               with those forms identified in Section K for the proposal to be complete. The
               documents should be prepared in single-spaced type on 8 ½ x 11” paper, using
               one side of the paper only. The original proposal must contain a signature of an
               authorized representative of the Contractor. An authorized representative of the
               Contractor must initial all corrections made on the proposal sheets. The company
               name must appear on each sheet where a correction is made. The Proposal must
               include all documents materials and information required herein. Pages should
               be numbered at the bottom to show page numbers and total number of pages
               should be no more than 50 pages, excluding any forms or attachments required
               per this RFP. This also does not include resumes or descriptive literature. (e.g.
               Page 1 of xx, etc.)




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                  Contractor shall carefully examine all Contract Documents and regulations
                  relating to the goods or services to be furnished and shall be bound by same
                  unless exceptions are proposed in writing at the time of submission of the
                  Proposal and said exceptions are accepted by the City in writing. Any exceptions
                  to the City’s Contract Documents submitted by Contractor are deemed rejected
                  unless and until accepted by the City in writing as discussed above. The City may
                  reject Contractor’s Proposal as non-responsive or consider the Proposal without
                  Contractor’s proposed exceptions if exceptions are submitted. If after Award of
                  Contract, Contractor attempts to provide materials or services subject to new or
                  additional terms or conditions, unless mutually agreed between City and
                  Contractor, they too shall be considered void and City may terminate the
                  Contract.

       5.    Schedule
             The unit of measure specified in the Schedule is descriptive only and is not used as
             a basis to determine award of Contract.
             a.     The line item(s) in the Price Schedule (Section B) must include any and all
                    warehousing, freight, delivery, pickup, financing, carrying charges, and all
                    other such charges to accommodate the supply/service and delivery
                    requirements.
             b. Contractor shall insert a unit price, and extended amount for each line item
                specified on the schedule, if applicable. Additionally, Contractors shall
                calculate and insert the total offer price, where appropriate on the schedule.
             c. Contractors are cautioned that the item descriptions in the Schedule are not
                intended as complete descriptions of the required supplies or services to be
                purchased under this solicitation. Each Contractor must consult the
                Specifications of the solicitation document for complete descriptions of the
                required supplies or services.
             d. Contractor shall verify all prices and extensions before submitting a Proposal.
                Withdrawal or correction will not be permitted except as provided below.
             e. Prior to the exact hour and date set for Proposal Closing, Proposals may be
                modified or withdrawn by providing written notice by either the Contractor, or
                an authorized representative of the Contractor. Telephonic withdrawals or
                modifications are not permitted.




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       6.    Options
             a. The City of San Diego will evaluate offers for award purposes by adding the
                total price for all options, if applicable, to the total price for the basic
                requirement. The City of San Diego may determine that an offer is
                unacceptable if the option prices are significantly unbalanced. Evaluation of
                options shall not obligate the City of San Diego to exercise the option(s).
             b. A written notice of award or acceptance of an offer, mailed or otherwise
                furnished to the successful Contractor within the initial ninety (90) days period
                or extension thereof, shall result in a tentative award subject to required post-
                award submittals and approvals by the appropriate City official(s) or body.
                Final approval and execution by the City will result in a binding Contract.
                Before the offer's specified expiration time, the City of San Diego may accept
                an offer (or incorporate the accepted option price), whether or not there are
                negotiations after its receipt.

       7.    Awards

              One award of contract is anticipated under this solicitation. However, the City of
              San Diego reserves the right to make a single or multiple awards. Based on the
              Proposal submitted and subsequent negotiations and submission of a Best and Final
              Offer, if applicable, the City and Contractor will sign the Contract furnished by the
              City.

       8.    Contact during and after Contractor’s Submittal

             All Contractors who are considering submitting a proposal for a project are
             prohibited from having any communication concerning the RFP with any City
             employee, any City of San Diego Council Member, the Mayor, or any Evaluation
             Committee Member, after issuance of the RFP, and prior to the Contract being
             awarded, with the exception of communications with the contact person listed on
             the cover page of this RFP, or designee, in the Purchasing & Contracting
             Department. A proposal from any Contractor will be disqualified when the
             Contractor violates this condition of the RFP. The City will inform all Contractors
             of its Intent to Award a Contract (also known as an Announcement of the Selected
             Contractor) in writing.

       9.    Acceptance and Rejection of Proposals

            a. Acceptance: All proposals properly completed and submitted shall be considered
               by the City of San Diego.

            b. Rejection: A proposal may be rejected if it does not conform to the rules or the
               requirements contained in this RFP. Examples for rejection include, but are not
               limited to the following:



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Proposal No. 10011132-11-W



               (1) The proposal is time-stamped at the Purchasing & Contracting Department
                   after the deadline specified in the RFP.

               (2) Failure to execute and return the required forms.

               (3) Failure to respond to all subsections within the RFP. All proposals that are
                   materially unbalanced, (i.e. that contain unreasonably high unit prices for
                   some items and/or unreasonably low unit prices for other items.

               (4) The Contractor warrants that: (1) this Proposal is genuine and not sham or
                   collusive, or made in the interest of or on behalf of any person, firm or
                   corporation not therein named; (2) the Contractor has not directly or
                   indirectly induced or solicited any other Contractor to put in a sham
                   Proposal, or any other person, firm or corporation to refrain from submitting
                   a proposal; and (3) the Contractor has not in any manner sought by collusion
                   to secure any advantage over the other Contractors. Proof of collusion
                   among Contractors, in which case all suspected proposals involved in the
                   alleged collusive action shall be rejected, and any participants to such
                   collusion shall be barred from future procurement opportunities until
                   reinstated.

               (5) The proposal shows non-compliance with applicable laws or contains any
                   unauthorized additions, deviations or deletions, is a conditional proposal, is
                   an incomplete proposal, or contains irregularities of any kind which make
                   the proposal incomplete, indefinite, or ambiguous as to its meaning.

               (6) The Contractor adds provisions reserving the right to accept or reject an
                   award or to enter into a contract pursuant to award or adds provisions
                   contrary to those in the RFP.

           c. Pursuant to the Notice to Contractors advertised in the official City newspaper
              and/or the Solicitation issued by the City, the Contractor’s offer to furnish the
              City of San Diego (City) with the goods or services described in the Proposal is
              binding at the price stated (Contract Amount), subject to further negotiations as
              outlined in these General Contract Clauses (Section I), and is subject to all of the
              terms and conditions of these General Contract Clauses (Section I), all Contract
              Documents, as well as the City of San Diego Charter and Municipal Code.

           d. The time of mailing of proposals or other documents, modifications, or
              withdrawals submitted by registered or certified mail shall be the last minute of
              the date shown in the postmark on the registered mail receipt or registered mail
              wrapper or on the Receipt for Certified Mail, unless the Contractor furnishes
              evidence from the post office station of mailing which establishes an earlier time.




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             e. The Terms of the Addenda shall be considered in evaluating and submitting
                Proposals. It is the Contractor’s responsibility to ensure that any Addenda to a
                Proposal are downloaded from the City’s website or otherwise obtained. Failure
                to respond to any Addenda issued may render a Proposal invalid and result in its
                rejection.

       10.      Protests

                If an unsuccessful Contractor wants to dispute the Award, the Protest must be
                submitted in writing to the Purchasing Agent no later than ten (10) calendar days
                after Announcement of the Apparent Successful Contractor, detailing the grounds,
                factual basis and providing all supporting information. Failure to submit a timely
                written Protest to the Purchasing Agent will bar consideration of the Protest.
                Protests will only be considered if one of the grounds for protest as set forth in the
                San Diego Municipal Code Section 22.3029 has been met.

       11.      Requirements Prior to Contract Execution

                Prior to contract execution, the selected Contractor will be required to provide the
                additional materials as referenced below within ten (10) calendar days from the
                date of the City’s request, if not already on file. Failure to provide the required
                submittals within the time period specified may be cause for the provisional
                award to be voided and the Contractor to be rejected as non-responsive. Required
                submittals include:

                a.      Insurance requirements, as specified in Section I.09.

                b.      Taxpayer Identification number (W-9), as specified in Section I.36.

                c.      San Diego Business Tax Certificate, as specified in Section I.58, if not
                        currently on file.

 L.4    RFP Proposal Format and Organization

       Contractors shall compile and organize the responses according to the tabs listed below.
       Within the tabbed section, clearly organize and mark your responses according to the
       topics outlined below. It is very important for you to follow the format outlined below to
       assist us in the evaluation process. All proposals should be securely bound (does not
       apply to the electronic document), and must include the following items. Responses
       must be in the same order as, and responsive to, the information requested.
       Unnecessarily elaborate proposals and/or lengthy presentations are not desired or
       required by the City of San Diego.

       1. Tab A - Representations and Certifications. Contractor shall include all completed
          verification statements and required forms specified in Section K.

       2. Tab B - Executive Summary and Responses to Scope of Services. Contractor shall
          provide the following information in the order outlined below:

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               a. A title page;

               b. A table of contents;

               c. Executive Summary – This summary, limited to one typewritten page, should
                  provide a high level description of the Contractor’s ability to meet the
                  requirements of the RFP and a statement describing why the Contractor
                  believes itself to be best qualified to provide the identified services;

               d. List any exceptions to this RFP. Exceptions listed elsewhere will not be
                  recognized. Any exceptions determined to be material by the City of San
                  Diego may cause the proposal to be not further considered; and

               e. Responses to all items specified in Section C, “Scope of Services” beginning
                  with Paragraph E, “Scope of Service.”

       3. Tab C - Cost/Price Proposal (if applicable)

           Contractors shall submit its detailed cost proposal as specified in Section B, including
           any required attachments as specified in Section B.

       4. Tab D – Subcontracting Plan: The Contractor shall submit a subcontracting plan
          with the proposal. The subcontracting plan shall address the following:

                Use of San Diego-Based (Local) Business.

                See Section J “Equal Opportunity Contracting Program (EOCP)” for additional
                 forms and requirements.

           The plan shall address each of these areas and specifically identify name of potential
           sub-contractor(s), or area to be sub contracted, field of expertise, number of years in
           the field, proposed dollars amounts of subcontracting effort by category and
           references. This plan will be incorporated into the winning contractor’s contract, and
           monitored throughout the life of the contract for compliance.

       5. Tab E - Signed Contract: This tab represents the Contract in its entirety, which
          shall include Sections A through J and the proposal by the Contractor. This tab must
          include each and every page, form, option, or submittal, as specified in Sections A –
          J. Therefore, the Contractor shall prepare this tab as follows:

                 a. Complete Section A, Contract (blocks 4, 6 and 8) of the RFP;
                 b. Complete Section B of the RFP in its entirety to include any options;
                 c. Include Section C of the RFP, and Contractor’s proposal in response to
                    Section C;
                 d. Include Sections D through I of the RFP;
                 e. Include Section J of the RFP and all completed forms as required in this
                    section; and


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           All Proposals must be signed with the firm name as indicated. A Proposal by a
           corporation must be signed by a duly authorized officer, employee or agent, with
           his or her title. The representative signing on behalf of a corporation,
           partnership, sole proprietorship, joint venture or entity hereby declares that
           authority has been obtained to sign on behalf of the corporation, partnership,
           sole proprietorship, joint venture, or entity and agrees to hold the City harmless,
           if it is later determined that such authority does not exist. An original signature,
           in ink, is required. Copies and facsimiles are not acceptable. A Best and Final
           Offer (BAFO) or written clarifications to the Contractor’s proposal, if requested by
           the City, will become part of the contract only upon written acceptance by the City in
           the form of a fully executed Signature Page. If the City requests a BAFO or written
           clarifications of the Contractor’s proposal, the Contractor shall complete a revised
           Section A, Contract (blocks 4, 6 and 8), sign and return the revised Contract
           Document(s). Any changes that result from the BAFO or written clarifications of the
           Contractor’s proposal shall be clearly identified and justified by the Contractor in a
           cover letter attached to the revised Contract Document(s).




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                                         SECTION O

                               EVALUATION PROCESS

M.1    Evaluation for Options

       The City of San Diego shall evaluate offers for award purposes by evaluating the
       qualifications of firms submitting a response to this RFP.

M.2    Process for Award

       The City of San Diego will award a contract to the responsible Contractor whose offer
       conforms to the RFP and whose offer best meets our needs and are most likely to assist
       the City of San Diego in achieving its objectives. The combined relative merit of the
       evaluation criteria listed below will be used in the selection of the Contractor. The City
       of San Diego reserves the right to seek clarification of information submitted in response
       to this RFP. The City of San Diego also reserves the right to make award without further
       discussion.

       Optional Oral Presentation: The City may require additional written or oral information
       from Contractors to clarify responses. Only Proposers meeting qualifications as
       determined by the City may be required to make individual oral presentations to the City
       Evaluation Committee, or its designated representatives, in order to clarify their
       Proposals and as part of the selection process. Prior to any oral interview, the City will
       have completed all reference checks. Additionally, the Proposer’s key personnel may be
       required to be interviewed by the City’s Evaluation Committee, or its designated
       representatives. Interviews may be by telephone and or in person. Multiple interviews
       may be required. The purpose of the interview of the key personnel is to determine if the
       City is able to establish rapport and a productive professional working relationship with
       these individual(s) and to assess their expertise. If the City determines that such oral
       presentation and interview of the key personnel is needed, the Issuing Office will
       schedule a time and place. Proposers are required to make the oral presentation and
       interview of the key personnel within seven (7) workdays after request by the City.
       Proposers should be prepared to discuss and substantiate any of the areas of the Proposal
       submitted, as well as its qualifications to furnish the specified products and services.
       Notwithstanding the possibility of a request for an oral presentation and interview of the
       key personnel, Proposers shall not rely on the possibility of such a request and shall
       submit a complete and comprehensive written response to this solicitation. Any costs
       incurred for the oral presentation and interview of the key personnel are the responsibility
       of the Proposer.




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       Optional Discussions/Negotiations: The City has the right to accept the Proposal, which
       serves the best interest of the City, as submitted, without discussion or negotiation.
       Contractors should, therefore, not rely on having a chance to discuss, negotiate, and
       adjust their Proposals. Contractors, who submit Proposals initially judged by the
       Procurement Specialist to be reasonably susceptible of being selected for award may be
       asked to discuss and/or negotiate their Proposals with the City to facilitate arrival at a
       Proposal that is most advantageous to the City. Discussions/negotiations may include
       verbal and/or written clarifications in price, specifications, terms and conditions, quality,
       performance of the contract, and any other aspect of this procurement. If the
       Procurement Specialist determines that discussions/negotiations are in the best interest of
       the City, the Procurement Specialist will advise select firms in the competitive range to
       have discussions/negotiations, and then contact those select firms in writing to submit a
       Best and Final Offer (BAFO) allowing Proposer(s) to change their price proposal after
       the RFP due date based upon discussions/negotiations for consideration by the City after
       discussions/negotiations are held. However, discussions/negotiations may not be
       conducted if the Procurement Specialist determines either that discussions/negotiations
       are not in the best interests of the City or that discussions/negotiations need not be
       conducted: (a) with respect to Price Proposals that are fixed by law or regulation,
       although consideration shall be given to competitive terms and conditions; (b) because
       the time of delivery or performance does not permit discussions; or (c) because it can be
       demonstrated clearly from the existence of adequate competition or accurate prior Price
       Proposal experience with the particular item that acceptance of an initial offer without
       negotiation would result in a fair and reasonable Price Proposal.

       Unless the Contractor clearly specifies otherwise, the City may elect to award more than
       one Contract, by awarding separate items or groups of items to various Contractors.
       Awards will be made for the items, or combinations of items, which result in the best
       value and/or best meet the City’s requirements. The additional administrative costs
       associated with awarding more than one Contract will be considered in the determination.

       The City of San Diego also reserves the right to make award without further discussion.
       In addition, the City of San Diego reserves the right to seek clarification of information
       submitted in response to this RFP and/or to request additional information during the
       evaluation process. The City may elect to waive informalities, technical defects and
       minor irregularities in Proposals and may reject all Proposals when to do so is in the best
       interest of the City. The City reserves the right to limit the competitive range to firms
       highly rated for purposes of efficiency.

M.3    Evaluation Panel

        1. Based on the evaluation criteria outlined in M.4, all technical proposals shall be
           evaluated and scored by the Source Selection Evaluation Committee designated by
           the City of San Diego. Written or oral discussions may be requested from the
           Contractors to resolve uncertainties relating to their Proposals and to arrive at a
           complete agreement on all requirements. The Source Selection Evaluation
           Committee, upon completion of evaluating the technical proposals, will recommend
           to the Purchasing Agent award be made to the selected highest technically qualified
           ranked firm(s).
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       2. The City of San Diego reserves the right to investigate the qualifications of all
          Contractors under consideration and to confirm any part of the information furnished
          by a Contractor, or to require other evidence of managerial, financial or technical
          capabilities which are considered necessary for the successful performance of the
          work.

M.4 Evaluation Criteria The following elements represent the evaluation criteria that will
be considered during the evaluation process:

                               Evaluation Criteria                                        Points


A. Responsiveness to the Request for Proposal.
      1. Requested information included and thoroughness of response.
      2. Executive Summary, understanding of the project.                            15
      3. Creativity of proposed project approach.
      4. Clarity and brevity of the response.

                                                                                     25
B. Responses to Scope of Services.
C. Qualifications and Experience.                                                    15
D. Past Performance as Indicated by References.                                      10
E. Equal Opportunity Contracting Program (EOCP) Desirable.                           25
      1. Commitment to Equal Opportunity demonstrated by programs and
          hiring practices in employment and subcontracting.

F. Cost                                                                              10

F. Oral Presentation (Optional)                                                      35

GRAND TOTAL                                                                          135


All responsive proposals will be evaluated in accordance with the evaluation factors specified
above. The evaluation criteria are weighted as indicated above.

It is the policy of the City of San Diego that one factor, among others, that are to be considered
when awarding a contract or approving a purchase order is the existence of a pending legal
dispute - whether in court or an alternative dispute forum - with any contractor or Contractor
which has submitted a bid or proposal. Before including a consideration of the legal dispute as a
factor, the Purchasing Agent shall seek the advice of the City Attorney regarding the legal
dispute.




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M.5    Additional Eligibility Requirements

       M.5.1 The Contractor must have no conflict of interest with regard to any other work
       performed by the firm for the City of San Diego.

       M.5.2 The Contractor must adhere to the instructions in this RFP on preparing and
       submitting the response




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                             Attachment 1




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                                                    Attachment 2
                              City of San Diego Purchasing & Contracting Department
                                          CONTRACTOR STANDARDS
                                            Pledge of Compliance

Effective December 24, 2008, the Council of the City of San Diego adopted Ordinance No. O-19808 to extend the
Contractor Standards Ordinance to all contracts greater than $50,000. The intent of the Contractor Standards clause
of San Diego Municipal Code §22.3224 is to ensure the City of San Diego conducts business with firms that have the
necessary quality, fitness and capacity to perform the work set forth in the contract.

To assist the Purchasing Agent in making this determination and to fulfill the requirements of §22.3224(d), each
bidder/proposer must complete and submit this Pledge of Compliance with the bid/proposal. If a non-competitive
process is used to procure the contract, the proposed contractor must submit this completed Pledge of Compliance
prior to execution of the contract. A submitted Pledge of Compliance is a public record and information contained
within will be available for public review for at least ten (10) calendar days, except to the extent that such information
is exempt from disclosure pursuant to applicable law.

All responses must be typewritten or printed in ink. If an explanation is requested or additional space is required,
respondents must use the Pledge of Compliance Attachment “A” and sign each page. The signatory guarantees the
truth and accuracy of all responses and statements. Failure to submit this completed Pledge of Compliance may
make the bid/proposal non-responsive and disqualified from the bidding process. If a change occurs which would
modify any response, Contractor must provide the Purchasing Agent an updated response within thirty (30) calendar days.

A. PROJECT TITLE:




B. BIDDER/CONTRACTOR INFORMATION:

      Legal Name                                                                     DBA

      Street Address                                    City                         State               Zip

      Contact Person, Title                             Phone                        Fax


C. OWNERSHIP AND NAME CHANGES:

    1.   In the past five (5) years, has your firm changed its name?
         ? Yes               ? No

         If Yes, use Pledge of Compliance Attachment “A” to list all prior legal and DBA names, addresses and
         dates when used. Explain the specific reasons for each name change.

    2.   In the past five (5) years, has a firm owner, partner or officer operated a similar business?
         ? Yes               ? No

         If Yes, use Pled ge of Compliance At tachment “A” to list names and addresses of all businesses and
         the person who operat ed the business. Include information about a similar business only if an owner,
         partner or officer of your firm holds or has held a similar position in another firm.
City of San Diego                         Purchasing & Contracting Department                                  rev 2008.12.24
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D. BUSINESS ORGANIZATION/STRUCTURE: Indicate the organizational structure of your firm. Check one only
   on this page. Use Pledge of Compliance Attachment “A” if more space is required.
    Corporation Date incorporated: ____/____/_____             State of incorporation: ________________________
        List corporation’s current officers: President:    ______________________________________________
                                             Vice Pres:    ______________________________________________
                                             Secretary:    ______________________________________________
                                             Treasurer:    ______________________________________________

        Is your firm a publicly traded corporation?              Yes            No
        If Yes, name those who own five percent (5%) or more of the corporation’s stocks:
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________

    Limited Liability Company Date formed: ____/____/_____             State of formation: ____________________
        List names of members who own five percent (5%) or more of the company:
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________

    Partnership Date formed: ____/____/_____             State of formation: _______________________________
        List names of all firm partners:
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________

    Sole Proprietorship              Date started: _____/_____/_____
        List all firms you have been an owner, partner or officer with during the past five (5) years. Do not include
        ownership of stock in a publicly traded company:
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________

    Joint Venture                    Date formed: _____/_____/_____
        List each firm in the joint venture and its percentage of ownership:
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________
        _____________________________________________________________________________________

        Note: Each member of a Joint Venture must complete a separate Contractor Standards Pledge of Compliance
        for a Joint Venture’s submission to be considered responsive.

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E. FINANCIAL RESOURCES AND RESPONSIBILITY:

   1. Is your firm in preparation for, in the process of, or in negotiations toward being sold?
        Yes              No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances, including name of the
        buyer and principal contact information.

   2. In the past five (5) years, has your firm been denied bonding?
        Yes               No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances; include bonding
        company name.

   3. In the past five (5) years, has a bonding company made any payments to satisfy claims made against a
      bond issued on your firm's behalf or a firm where you were the principal?
        Yes              No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances.

F. PERFORMANCE HISTORY:

   1. In the past five (5) years, has your firm been found civilly liable, either in a court of law or pursuant to the
      terms of a settlement agreement, for defaulting or breaching a contract with a government agency?
       Yes               No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances.

    2. In the past five (5) years, has a government agency terminated your firm's contract prior to completion?
        Yes                No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances and provide principal
        contact information.

G. COMPLIANCE:

   1. In the past five (5) years, has your firm or any firm owner, partner, officer, executives or management been
      criminally penalized or found civilly liable, either in a court of law or pursuant to the terms of a settlement
      agreement for violating any federal, state or local law in performance of a contract, including but not limited
      to laws regarding health and safety, labor and employment, wage and hours, and licensing laws which affect
      employees?
       Yes               No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances surrounding each
        instance; include name of entity involved, specific infraction(s) or violation(s), dates of instances, and
        outcome with current status.

   2. In the past five (5) years, has your firm been debarred or determined to be non-responsible by a
      government agency?
       Yes             No

        If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances of each instance; include
        name of entity involved, specific infraction, dates, and outcome.

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H. BUSINESS INTEGRITY:

     1. In the past five (5) years, has your firm been convicted of or found liable in a civil suit for making a false
        claim or material misrepresentation to a private or governmental entity?
        Yes                No

         If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances of each instance;
         include the entity involved, specific infraction(s) or violation(s), dates, outcome and current status.

     2. In the past five (5) years, has your firm or any of its executives, management personnel, or owners been
        convicted of a crime, including misdemeanors, or been found liable in a civil suit involving the bidding,
        awarding, or performance of a government contract?
         Yes               No

         If Yes, use Pledge of Compliance Attachment “A” to explain specific circumstances of each instance;
         include the entity involved, specific infraction(s), dates, outcome and current status.

I.   TYPE OF SUBMISSION: This document is submitted as:

          Initial submission of Contractor Standards Pledge of Compliance.
          Update of prior Contractor Standards Pledge of Compliance dated _____/_____/_____.

Complete all questions and sign below. Each Pledge of Compliance Attachment “A” page must be signed.

Under penalty of perjury under the laws of the State of California, I certify I have read and understand the questions
contained in this Pledge of Compliance and that I am responsible for completeness and accuracy of responses and
all information provided is true to the best of my knowledge and belief. I further certify my agreement to the following
provisions of San Diego Municipal Code §22.3224:

(a) To comply with all applicable local, State and Federal laws, including health and safety, labor and employment,
    and licensing laws that affect the employees, worksite or performance of the contract.
(b) To notify the Purchasing Agent within fifteen (15) calendar days upon receiving notification that a government
    agency has begun an investigation of the Contractor that may result in a finding that the Contractor is or was not
    in compliance with laws stated in paragraph (a).
(c) To notify the Purchasing Agent within fifteen (15) calendar days when there has been a finding by a government
    agency or court of competent jurisdiction of a violation by the Contractor of laws stated in paragraph (a).
(d) To provide the Purchasing Agent updated responses to the Contractor Standards Pledge of Compliance within
    thirty (30) calendar days if a change occurs which would modify any response.
(e) To notify the Purchasing Agent within fifteen (15) days of becoming aware of an investigation or finding by a
    government agency or court of competent jurisdiction of a violation by a subcontractor of laws stated in
    paragraph (a).
(f) To cooperate fully with the Purchasing Agent and the City during any investigation and to respond to a request
    for information within ten (10) working days from the request date.

Failure to sign and submit this form with the bid/proposal shall make the bid/proposal non-responsive.


______________________________           ______________________________________              ____________________
        Print Name, Title                           Signature                                        Date

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Proposal No. 10011132-11-W


                            City of San Diego Purchasing & Contracting Department
                                          CONTRACTOR STANDARDS
                                     Pledge of Compliance Attachment "A"

 Provide additional information in space below. Use additional Pledge of Compliance Attachment “A” pages as
 needed; sign each page. Print in ink or type responses and indicate question being answered. Information provided
 will be available for public review, except if exempt from disclosure pursuant to applicable law.




 Under penalty of perjury under the laws of the State of California, I certify I have read and understand the
 questions contained in this Contractor Standards Pledge of Compliance and that I am responsible for
 completeness and accuracy of responses on this Pledge of Compliance Attachment “A” page and all
 information provided is true to the best of my knowledge.


 ______________________________         ______________________________________           ____________________
         Print Name, Title                            Signature                                  Date



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                                                    ATTACHMENT 3

                      EQUAL OPPORTUNITY CONTRACTING PROGRAM (EOCP)

                                          PROPOSER REQUIREMENTS

                                               TABLE OF CONTENTS

       I.      City’s Equal Opportunity Commitment..................................................................134 

       II.     Nondiscrimination In Contracting Ordinance.........................................................134 

       III.   Equal Employment Opportunity .............................................................................135 

       IV.  Equal Opportunity Contracting ...............................................................................137 

       V.      Demonstrated Commitment To Equal Opportunity................................................138 

       VI.  List Of Subcontractors/subconsultants ...................................................................139 

       VII.  Definitions. Certified .............................................................................................139 

       VIII.  Certification. ...........................................................................................................141 

       IX.  List of Attachments.................................................................................................141 

              AA. Work Force Reportst ...................................................................................... 142 
              BB. Subcontractors List ......................................................................................... 148 
              CC. Contract Activity Report ................................................................................ 149 

I.     City’s Equal Opportunity Commitment. The City of San Diego (City) is strongly
       committed to equal opportunity for employees and Subcontractors of professional service
       Proposers doing business with the City. The City encourages its Proposers to share this
       commitment. Prime Proposers are encouraged to take positive steps to diversify and
       expand their Subcontractor solicitation base and to offer consulting opportunities to all
       eligible Subcontractors.

II.    Nondiscrimination in Contracting Ordinance. All Proposers and professional service
       providers doing business with the City, and their Subcontractors, must comply with
       requirements of the City’s Nondiscrimination in Contracting Ordinance, San Diego
       Municipal Code Sections 22.3501 through 22.3517.




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       A. Proposal Documents to include Disclosure of Discrimination Complaints. As part of
          its bid or proposal, Proposer shall provide to the City a list of all instances within the
          past ten (10) years where a complaint was filed or pending against Proposer in a legal
          or administrative proceeding alleging that Proposer discriminated against its
          employees, Subcontractors, vendors, or suppliers, and a description of the status or
          resolution of that complaint, including any remedial action taken.

       B. Contract Language. The following language shall be included in contracts for City
          projects between the Proposer and any Subcontractors, vendors, and suppliers:

           Proposer shall not discriminate on the basis of race, gender, religion, national origin,
           ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring, or
           treatment of subcontractors, vendors, or suppliers. Proposer shall provide equal
           opportunity for Subcontractors to participate in opportunities. Proposer understands
           and agrees that violation of this clause shall be considered a material breach of the
           contract and may result in contract termination, debarment, or other sanctions.

       C. Compliance Investigations. Upon the City’s request, Proposer agrees to provide to
          the City, within sixty (60) calendar days, a truthful and complete list of the names of
          all Subcontractors, vendors, and suppliers that Proposer has used in the past five (5)
          years on any of its contracts that were undertaken within County of San Diego,
          including the total dollar amount paid by Proposer for each subcontract or supply
          contract. Proposer further agrees to fully cooperate in any investigation conducted by
          the City pursuant to the City’s Nondiscrimination in Contracting Ordinance,
          Municipal Code Sections 22.3501 through 22.3517. Proposer understands and agrees
          that violation of this clause shall be considered a material breach of the contract and
          may result in remedies being ordered against the Proposer up to and including
          contract termination, debarment and other sanctions for violation of the provisions of
          the Nondiscrimination in Contracting Ordinance. Proposer further understands and
          agrees that the procedures, remedies and sanctions provided for in the
          Nondiscrimination in Contracting Ordinance apply only to violations of the
          Ordinance.

III.   Equal Employment Opportunity. Proposers shall comply with requirements of San
       Diego Ordinance No. 18173, Section 22.2701 through 22.2707, Equal Employment
       Opportunity Outreach Program. Proposers shall submit with their proposal a Work Force
       Report for approval by the Program Manager of the City of San Diego Equal Opportunity
       Contracting Program (EOCP).

       A. Work Force Report. If based on a review of the Work Force Report (Attachment AA)
          submitted an EOCP staff Work Force Analysis determines there are under
          representation when compared to County Labor Force Availability data, then the
          Proposer will also be required to submit an Equal Employment Opportunity (EEO)
          Plan to the Program Manager of the City of San Diego Equal Opportunity
          Contracting Program (EOCP) for approval




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       B. Equal Employment Opportunity Plan. If an Equal Employment Opportunity Plan is
          required, it must include at least the following assurances that:

            3. The Proposer will maintain a working environment free of discrimination,
               harassment, intimidation and coercion at all sites and in all facilities at which the
               Proposer’s employees are assigned to work;

            4. A responsible official is designated to monitor all employment related activity to
               ensure the Proposer’s EEO Policy is being carried out and to submit reports
               relating to EEO provisions;

            5. Proposer disseminates and reviews its EEO Policy with all employees at least
               once a year, posts the policy statement and EEO posters on all company bulletin
               boards and job sites, and documents every dissemination review and posting with
               a written record to identify the time, place, employees present, subject matter,
               and disposition of meetings;

            6. The Proposer reviews, at least annually, all supervisor’s adherence to and
               performance under the EEO Policy and maintains written documentation of these
               reviews;

            7. The Proposer discusses its EEO Policy Statement with Subcontractors with
               whom it anticipates doing business, includes the EEO Policy Statement in its
               subcontracts, and provides such documentation to the City upon request;

            8. The Proposer documents and maintains a record of all bid solicitations and
               outreach efforts to and from Subcontractors, Proposer associations and other
               business associations;

            9. The Proposer disseminates its EEO Policy externally through various media,
               including the media of people of color and women, in advertisements to recruit,
               maintains files documenting these efforts, and provides copies of these
               advertisements to the City upon request;

            10. The Proposer disseminates its EEO Policy to union and community
                organizations;

            11. The Proposer provides immediate written notification to the City when any union
                referral process has impeded the Proposer’s efforts to maintain its EEO Policy;

            12. The Proposer maintains a current list of recruitment sources, including those
                outreaching to people of color and women, and provides written notification of
                employment opportunities to these recruitment sources with a record of the
                organizations’ responses;




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            13. The Proposer maintains a current file of names, addresses and phone numbers of
                each walk-in applicant, including people of color and women, and referrals from
                unions, recruitment sources, or community organizations with a description of
                the employment action taken;

            14. The Proposer encourages all present employees, including people of color and
                women employees, to recruit others;

            15. The Proposer maintains all employment selection process information with
                records of all tests and other selection criteria;

            16. The Proposer develops and maintains documentation for on-the-job training
                opportunities and/or participates in training programs for all of its employees,
                including people of color and women, and establishes apprenticeship, trainee,
                and upgrade programs relevant to the Proposer’s employment needs;

            17. The Proposer conducts, at least annually, an inventory and evaluation of all
                employees for promotional opportunities and encourages all employees to seek
                and prepare appropriately for such opportunities;

            18. The Proposer ensures the company’s working environment and activities are
                non-segregated except for providing separate or single-user toilets and necessary
                changing facilities to assure privacy between the sexes;

            19. The Proposer establishes and documents policies and procedures to ensure job
                classifications, work assignments, promotional tests, recruitment and other
                personnel practices do not have a discriminatory effect; and

            20. The Proposer is encouraged to participate in voluntary associations, which assist
                in fulfilling one or more of its non-discrimination obligations. The efforts of a
                Proposer association, Proposer/community professional association, foundation
                or other similar group of which the Proposer is a member will be considered as
                being part of fulfilling these obligations, provided the Proposer actively
                participates.

IV.    Equal Opportunity Contracting. Prime Proposers are encouraged to take positive steps
       to diversify and expand their Subcontractor solicitation base and to offer contracting
       opportunities to all eligible Subcontractors. To support its Equal Opportunity
       Contracting commitment, the City has established a voluntary Small Emerging Local
       Business Program participation level.




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       A. Small Emerging Local Business Program Participation Level

           Prime vendors/contractors/consultants are encouraged to take positive steps to
           diversify and expand their Small Local Business Enterprises (SLBE)/ Emerging Local
           Business Enterprises (ELBE) solicitation base and to offer contracting opportunities
           to all eligible small emerging local businesses. To support its Equal Opportunity
           Contracting commitment, the City has established participation level(s) as defined in
           the following website, http://www.sandiego.gov/eoc/boc/slbe.shtml.

           1. All professional services contracts valued over $50,000 or more have a voluntary
              SLBE/ELBE goal of twenty percent (20%). Details can be found in the website
              above.

           2. For all goods and services contracts valued over $50,000, the City shall apply a
              2% bid discount for either: 1) SLBE/ELBE prime contractors or 2) Prime
              contractors meeting the 20% voluntary SLBE/ELBE goal. The discount will not
              apply if the award to the discounted bidder would result in a total contract cost of
              $10,000 in excess of the low, non-discounted bidder. Details can be found in the
              website above.

       B. Contract Activity Reports. To permit monitoring of the winning Proposer’s
          commitment to achieving compliance, Contract Activity Reports (Attachment BB)
          reflecting work performed by Subcontractors/Subconsultants/Vendors shall be
          submitted quarterly for any work covered under an executed contract.

V.     Demonstrated Commitment to Equal Opportunity. The City seeks to foster a
       business climate of inclusion and to eliminate barriers to inclusion.

       A. Proposers are required to submit the following information with their proposals:

           1. Outreach Efforts. Description of Proposer’s outreach efforts undertaken on this
              project to make subcontracting opportunities available to all interested and
              qualified firms including SLBE/ELBE/DBE/MBE/WBE/DVBE/OBE.

           2. Past Participation Levels. Listing of Proposer’s Subcontractor participation levels
              achieved on all private and public projects within the past three (3) years. Include
              name of project, type of project, value of project, Subcontractor firm’s name,
              percentage of Subcontractor firm’s participation, and identification of
              Subcontractor firm’s ownership as a certified Small or Emerging Local Business
              Enterprise, Woman Business Enterprise, Disadvantaged Business Enterprise,
              Disabled Veteran Business Enterprise, or Other Business Enterprise.

           3. Equal Opportunity Employment. Listing of Proposer’s strategies to recruit, hire,
              train and promote a diverse workforce. These efforts will be considered in
              conjunction with Proposer’s Workforce Report as compared to the County’s
              Labor Force Availability.


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Proposal No. 10011132-11-W


           4. Community Activities. Listing of Proposer’s current community activities such
              as membership and participation in local organizations, associations, scholarship
              programs, mentoring, apprenticeships, internships, community projects, charitable
              contributions and similar endeavors.

       B. In accordance with the City’s Equal Opportunity Commitment, EOCP will evaluate
          the Proposer’s demonstrated commitment to equal opportunity including the
          following factors:
           1. Outreach Efforts. Proposer’s outreach efforts undertaken and willingness to make
              meaningful subcontracting opportunities available to all interested and qualified
              firms on this project including SLBE/ELBE/DBE/MBE/WBE/DVBE/OBE.
           2. Past Participation Levels. Proposer’s Subcontractor participation levels achieved
              on all private and public projects within the past three (3) years.
           3. Equal Opportunity Employment. Proposer’s use of productive strategies to
              successfully attain a diverse workforce as compared to the County’s Labor Force
              Availability.
           4. Community Activities. Proposer’s current community activities.
VI.    List of Subcontractors/Subconsultants. Proposers are required to submit a
       Subcontractor List with their proposal.
       A. Subcontractors List. The Subcontractor List (Attachment CC) shall indicate the
          Name and Address, Scope of Work, Percent of Total Proposed Contract Amount,
          Dollar Amount of Proposed Subcontract, Certification Status and Where Certified for
          each proposed Subcontractor/Subconsultant.

           1. Subcontractors, Subconsultants and Vendors must be named on the
              Subcontractors List if they receive more than one-half of one percent (0.5%) of
              the Prime Proposer’s fee.

       B. Commitment Letters. Proposer shall also submit Subcontractor Commitment Letters
          on Subcontractor’s letterhead, no more than one page each, from all proposed
          Subcontractors to acknowledge their commitment to the team, scope of work, and
          percent of participation in the project.

VII.   Definitions. Certified “Minority Business Enterprise” (MBE) means a business which
       is at least fifty-one percent (51%) owned by African Americans, American Indians,
       Asians, Filipinos, and/or Latinos and whose management and daily operation is
       controlled by one or more members of the identified ethnic groups. In the case of a
       publicly-owned business, at least fifty-one percent (51%) of the stock must be owned by,
       and the business operated by, one or more members of the identified ethnic groups.

       Certified “Women Business Enterprise” (WBE) means a business which is at least
       fifty-one percent (51%) owned by one or more women and whose management and daily
       operation is controlled by the qualifying party(s). In the case of a publicly-owned

                                              139
Proposal No. 10011132-11-W


       business, at least fifty-one percent (51%) of the stock must be owned by, and the business
       operated by, one or more women.

       Certified “Disadvantaged Business Enterprise” (DBE) means a business which is at
       least fifty-one percent (51%) owned and operated by one or more socially and
       economically disadvantaged individuals and whose management and daily operation is
       controlled by the qualifying party(s). In the case of a publicly-owned business, at least
       fifty-one percent (51%) of the stock must be owned by, and the business operated by,
       socially and economically disadvantaged individuals.

       Certified “Disabled Veteran Business Enterprise” (DVBE) means a business which is
       at least fifty-one percent (51%) owned by one or more veterans with a service related
       disability and whose management and daily operation is controlled by the qualifying
       party(s).

       “Other Business Enterprise” (OBE) means any business which does not otherwise
       qualify as Minority, Woman, Disadvantaged or Disabled Veteran Business Enterprise.

       Emerging Local Business Enterprise (ELBE) – Any for-profit enterprise that is not a
       broker, that is independently owned and operated; that is not a subsidiary of another
       business; that meets the definition of a local business; and that is not dominant in its field
       of operation whose average gross annual receipts in the prior three fiscal years do not
       exceed:

          $2.75 million – Construction

          $1.5 million – Specialty Construction

          $1.5 million – Goods/Materials/Services

          1.0 million – Trucking

          $750,000 – Professional Services and Architect/Engineering

       If a business has not existed for 3 years, the gross sales limits described above shall be
       applied based upon the annual averages over the course of the existence of the business.

       Local Business Enterprise (LBE) – A firm having a Principal Place of Business and a
       Significant Employment Presence in San Diego City or County, California that has been
       in operation for 12 consecutive months and a valid business tax certificate. This
       definition is subsumed within the definition of Small Local Business Enterprise.




                                                140
Proposal No. 10011132-11-W


       Small Local Business Enterprise (SLBE) – Any for-profit enterprise that is not a
       broker, that is independently owned and operated; that is not a subsidiary of another
       business; that meets definition of a local business; and that is not dominant in its field of
       operation whose average gross annual receipts in the prior three fiscal years do not
       exceed:

          $5.0 million – Construction

          $3.0 million – Specialty Construction

          $3.0 million – Goods/Materials/Services

          $2.0 million – Trucking

          $1.5 million – Professional Services and Architect/Engineering

       California State certified Micro and Disabled Veteran Owned business enterprises shall
       also satisfy the requirements to be defined as a Small Business Enterprise.

       If a business has not existed for 3 years, the employment and gross sales limits described
       above shall be applied based upon the annual averages over the course of the existence of
       the business.

VIII. Certification.

       Below are the EOC – accepted certification agencies along with certifiable groups:

       City of San Diego:                                             ELBE, SLBE
       Caltrans:                                                      DBE, SMBE, SWBE
       Dept. of General Services:                                     DVBE
       CA Public Utilities Commission:                                MBE, WBE
       City of Los Angeles:                                           DBE, WBE, MBE
       SD Regional Minority Supplier Diversity Council:               MBE, WBE

IX.    List of Attachments.

       AA.     Work Force Report
       BB.     Subcontractors List
       CC.     Contract Activity Report




                                                141
        Proposal No. 1001132-11-W

                                                                 Attachment AA

                                      City of San Diego
                                      EQUAL OPPORTUNITY CONTRACTING (EOC)
                                      1200 Third Avenue • Suite 200 • San Diego, CA 92101
                                      Phone: (619) 236-6000 • Fax: (619) 235-5209


                                              WORK FORCE REPORT
The objective of the Equal Employment Opportunity Outreach Program, San Diego Municipal Code Sections 22.3501 through
22.3517, is to ensure that contractors doing business with the City, or receiving funds from the City, do not engage in unlawful
discriminatory employment practices prohibited by State and Federal law. Such employment practices include, but are not limited to
unlawful discrimination in the following: employment, promotion or upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship.
Contractors are required to provide a completed Work Force Report (WFR).
                                              NO OTHER FORMS WILL BE ACCEPTED

Section 1.01     CONTRACTOR IDENTIFICATION

Type of Contractor:          Construction     Vendor/Supplier          Financial Institution      Lessee/Lessor
                             Consultant       Grant Recipient          Insurance Company          Other
Name of Company:
ADA/DBA:
Address (Corporate Headquarters, where applicable):
City:                                        County:                                       State:                     Zip:
Telephone Number: (     )                                               Fax Number: (       )
Name of Company CEO:
Address(es), phone and fax number(s) of company facilities located in San Diego County (if different from above):
Address:
City:                                        County:                                       State:                     Zip:
Telephone Number: (     )                                               Fax Number: (       )
Type of Business:                                                       Type of License:
The Company has appointed:
As its Equal Employment Opportunity Officer (EEOO). The EEOO has been given authority to establish, disseminate and enforce equal
employment and affirmative action policies of this company. The EEOO may be contacted at:
Address:
Telephone Number: (     )                                               Fax Number: (       )

                                              One San Diego County (or Most Local County) Work Force - Mandatory
                                              Branch Work Force *
                                              Managing Office Work Force
            Check the box above that applies to this WFR.
            *Submit a separate Work Force Report for all participating branches. Combine WFRs if more than one branch per county.
I, the undersigned representative of
                                                                   (Firm Name)
                                                  ,                                    hereby certify that information provided
                   (County)                                     (State)
herein is true and correct. This document was executed on this                    day of                                , 20 .

                (Authorized Signature)                                           (Print Authorized Signature Name)



 EOC Work Force Report (rev. 08/04)                               142
Proposal No. 10011132-11-W

  WORK FORCE REPORT – Page 2
  NAME OF FIRM:                                                                                                                      DATE:
  OFFICE(S) or BRANCH(ES):                                                                                              COUNTY:
  1. INSTRUCTIONS: For each occupational category, indicate number of males and females in every ethnic group. Total columns in
  row provided. Sum of all totals should be equal to your total work force. Include all those employed by your company on either a full or
  part-time basis. The following groups are to be included in ethnic categories listed in columns below:

  (1)    Black, African-American                                                           (5) Filipino
  (2)    Hispanic, Latino, Mexican-American, Puerto Rican                                  (6) White, Caucasian
  (3)    Asian, Pacific Islander                                                           (7) Other ethnicity; not falling into other groups
  (4)    American Indian, Eskimo

                                                          (1)                 (2)             (3)              (4)           (5)           (6)              (7)
       ADMINISTRATION                                    Black              Hispanic         Asian          American      Filipino        White           Other
                                                                                                             Indian                                      Ethnicity
   OCCUPATIONAL CATEGORY
                                                      (M)        (F)      (M)        (F)   (M)       (F)   (M)    (F)    (M)     (F)    (M)       (F)   (M)     (F)

   Management & Financial

   Professional

   A&E, Science, Computer

   Technical

   Sales

   Administrative Support

   Services

   Crafts

   Operative Workers

   Transportation

   Laborers*
   *Construction laborers and other field employees are not to be included on this page



   Totals Each Column




   Grand Total All Employees


   Indicate by Gender and Ethnicity the Number of Above Employees Who Are Disabled:

   Disabled

   Non-Profit Organizations Only:

   Board of Directors

   Volunteers

   Artists




   EOC Work Force Report (rev. 08/04)                                                      143
Proposal No. 10011132-11-W

  WORK FORCE REPORT – Page 3
  NAME OF FIRM:                                                                                                       DATE:
  OFFICE(S) or BRANCH(ES):                                                                               COUNTY:
  I.          INSTRUCTIONS: FOR EACH OCCUPATIONAL CATEGORY, INDICATE NUMBER OF MALES AND FEMALES
              IN EVERY ETHNIC GROUP. TOTAL COLUMNS IN ROW PROVIDED. SUM OF ALL TOTALS SHOULD BE
              EQUAL TO YOUR TOTAL WORK FORCE. INCLUDE ALL THOSE EMPLOYED BY YOUR COMPANY ON
              EITHER A FULL OR PART-TIME BASIS. THE FOLLOWING GROUPS ARE TO BE INCLUDED IN ETHNIC
              CATEGORIES LISTED IN COLUMNS BELOW:

  (1)    Black, African-American                                                      (5) Filipino
  (2)    Hispanic, Latino, Mexican-American, Puerto Rican                             (6) White, Caucasian
  (3)    Asian, Pacific Islander                                                      (7) Other ethnicity; not falling into other groups
  (4)    American Indian, Eskimo


                                                      (1)             (2)              (3)          (4)            (5)         (6)             (7)
                   TRADE                             Black         Hispanic           Asian      American       Filipino      White          Other
           OCCUPATIONAL CATEGORY                                                                  Indian                                    Ethnicity

                                                  (M)     (F)    (M)     (F)     (M)      (F)   (M)     (F)   (M)     (F)   (M)   (F)      (M)     (F)
   Brick, Block or Stone Masons

   Carpenters

   Carpet, Floor & Tile Installers Finishers

   Cement Masons, Concrete Finishers
   Construction Laborers
   Drywall Installers, Ceiling Tile Inst
   Electricians
   Elevator Installers
   First-Line Supervisors/Managers
   Glaziers
   Helpers; Construction Trade

   Millwrights

   Misc. Const. Equipment Operators

   Painters, Const. & Maintenance
   Pipelayers, Plumbers, Pipe & Steam Fitters

   Plasterers & Stucco Masons

   Roofers
   Security Guards & Surveillance Officers

   Sheet Metal Workers

   Structural Metal Fabricators & Fitters
   Welding, Soldering & Brazing Workers

   Workers, Extractive Crafts, Miners


   Totals Each Column

       Grand Total All Employees
  Iindicate By Gender and Ethnicity the Number of Above Employees Who Are Disabled:
   Disabled


   EOC Work Force Report (rev. 08/04)                                          144
Proposal No. 10011132-11-W




                    CITY OF SAN DIEGO WORK FORCE REPORT

  HISTORY                                                         Force Reports representing your firm from each of
  The Work Force Report (WFR) is the document that                the three counties.
  allows the City of San Diego to analyze the work
  forces of all firms wishing to do business with the             MANAGING OFFICE WORK FORCE
  City. We are able to compare the firm’s work force              Equal Opportunity Contracting may occasionally
  data to County Labor Force Availability (CLFA)                  ask for a Managing Office Work Force (MOWF)
  data derived from the United States Census. CLFA                Report. This may occur in an instance where the
  data is a compilation of lists of occupations and               firm involved is a large national or international
  includes the percentage of each ethnicity we track              firm but the San Diego or other local work force is
  (Black, Hispanic, Asian, American Indian, Filipino)             very small. In this case, we may ask for both a local
  for each occupation. Currently, our CLFA data is                and a MOWF Report.1,3 In another case, when work
  taken from the 2000 Census. In order to compare                 is done only by the Managing Office, only the
  one firm to another, it is important that the data we           MOWF Report may be necessary.3
  receive from the consultant firm is accurate and
  organized in the manner that allows for this fair               TYPES OF WORK FORCE REPORTS:
  comparison.                                                     Please note, throughout the preceding text of this
                                                                  page, the superscript numbers one 1, two 2 & three 3.
  WORK FORCE & BRANCH WORK FORCE REPORTS
  When submitting a WFR, especially if the WFR is                 These numbers coincide with the types of work
  for a specific project or activity, we would like to            force report required in the example. See below:
  have information about the firm’s work force that is               1
  actually participating in the project or activity. That                One San Diego County (or Most Local
  is, if the project is in San Diego and the work force                  County) Work Force – Mandatory in most
  is from San Diego, we want a San Diego County                          cases
  Work Force Report.1 By the same token, if the                      2
                                                                         Branch Work Force *
  project is in San Diego, but the work force is from                3
  another county, such as Orange or Riverside                            Managing Office Work Force
  County, we want a Work Force Report from that                           *Submit a separate Work Force Report for all
  county.2 If participation in a San Diego project is by                  participating branches. Combine WFRs if more than
  work forces from San Diego County and, for                              one branch per county.
  example, from Los Angeles County and from
  Sacramento County, we ask for separate Work

         Exhibit A: Work Force Report Job categories-Administration
  Refer to this table when completing your firm’s Work Force Report form(s).
 Management & Financial                                            Entertainers and Performers, Sports and Related
 Advertising, Marketing, Promotions, Public Relations,             Workers
 and Sales Managers                                                Health Diagnosing and Treating Practitioners
 Business Operations Specialists                                   Lawyers, Judges, and Related Workers
 Financial Specialists                                             Librarians, Curators, and Archivists
 Operations Specialties Managers                                   Life Scientists
 Other Management Occupations                                      Media and Communication Workers
 Top Executives                                                    Other Teachers and Instructors
                                                                   Postsecondary Teachers
 Professional
                                                                   Primary, Secondary, and Special Education School
 Art and Design Workers
                                                                   Teachers
 Counselors, Social Workers, and Other Community and
 Social Service Specialists                                        Religious Workers
                                                                   Social Scientists and Related Workers

   EOC Work Force Report (rev. 08/04)                       145
Proposal No. 10011132-11-W

 Architecture & Engineering, Science, Computer                    Crafts
 Architects, Surveyors, and Cartographers                         Construction Trades Workers
 Computer Specialists                                             Electrical and Electronic Equipment Mechanics,
 Engineers                                                        Installers, and Repairers
 Mathematical Science Occupations                                 Extraction Workers
 Physical Scientists
                                                                  Material Moving Workers
 Technical                                                        Other Construction and Related Workers
 Drafters, Engineering, and Mapping Technicians                   Other Installation, Maintenance, and Repair
 Health Technologists and Technicians                             Occupations
 Life, Physical, and Social Science Technicians                   Plant and System Operators
 Media and Communication Equipment Workers                        Supervisors of Installation, Maintenance, and
 Sales                                                            Repair Workers
 Other Sales and Related Workers                                  Supervisors, Construction and Extraction
 Retail Sales Workers                                             Workers
 Sales Representatives, Services                                  Vehicle and Mobile Equipment Mechanics,
 Sales Representatives, Wholesale and Manufacturing               Installers, and Repairers
 Supervisors, Sales Workers                                       Woodworkers
 Administrative Support
 Financial Clerks                                                 Operative Workers
 Information and Record Clerks                                    Assemblers and Fabricators
 Legal Support Workers                                            Communications Equipment Operators
 Material Recording, Scheduling, Dispatching, and                 Food Processing Workers
 Distributing Workers
                                                                  Metal Workers and Plastic Workers
 Other Education, Training, and Library Occupations
                                                                  Motor Vehicle Operators
 Other Office and Administrative Support Workers
 Secretaries and Administrative Assistants                        Other Production Occupations
 Supervisors, Office and Administrative Support Workers           Printing Workers
 Services                                                         Supervisors, Production Workers
 Building Cleaning and Pest Control Workers                       Textile, Apparel, and Furnishings Workers
 Cooks and Food Preparation Workers
 Entertainment Attendants and Related Workers                     Transportation
 Fire Fighting and Prevention Workers                             Air Transportation Workers
 First-Line Supervisors/Managers, Protective Service              Other Transportation Workers
 Workers                                                          Rail Transportation Workers
 Food and Beverage Serving Workers                                Supervisors, Transportation and Material
 Funeral Service Workers                                          Moving Workers
 Law Enforcement Workers
                                                                  Water Transportation Workers
 Nursing, Psychiatric, and Home Health Aides
 Occupational and Physical Therapist Assistants and Aides
 Other Food Preparation and Serving Related Workers               Laborers
 Other Healthcare Support Occupations                             Agricultural Workers
 Other Personal Care and Service Workers                          Animal Care and Service Workers
 Other Protective Service Workers                                 Fishing and Hunting Workers
 Personal Appearance Workers                                      Forest, Conservation, and Logging Workers
 Supervisors, Food Preparation and Serving Workers                Grounds Maintenance Workers
 Supervisors, Personal Care and Service Workers                   Helpers, Construction Trades
 Transportation, Tourism, and Lodging Attendants                  Supervisors, Building and Grounds Cleaning and
                                                                  Maintenance Workers
                                                                  Supervisors, Farming, Fishing, and Forestry
                                                                  Workers



   EOC Work Force Report (rev. 08/04)                       146
Proposal No. 10011132-11-W


 Exhibit B: Work Force Report Job categories-Trade
 Brick, Block or Stone Masons                                Millwrights
  Brickmasons and Blockmasons                                 Heating, Air Conditioning and Refrigeration
  Stonemasons                                                 Mechanics and Installers
                                                              Mechanical Door Repairers
 Carpenters                                                   Control and Valve Installers and Repairers
 Carpet, floor and Tile Installers and Finishers              Other Installation, Maintenance and Repair
                                                              Occupations
  Carpet Installers
  Floor Layers, except Carpet, Wood and Hard Tiles           Misc. Const. Equipment Operators
  Floor Sanders and Finishers
                                                              Paving, Surfacing and Tamping Equipment Operators
  Tile and Marble Setters
                                                              Pile-Driver Operators
 Cement Masons, Concrete Finishers                            Operating Engineers and Other Construction
                                                              Equipment Operators
  Cement Masons and Concrete Finishers
  Terrazzo Workers and Finishers                             Painters, Const. Maintenance
                                                              Painters, Construction and Maintenance
 Construction Laborers
                                                              Paperhangers
 Drywall Installers, Ceiling Tile Inst
                                                             Pipelayers and Plumbers
  Drywall and Ceiling Tile Installers
  Tapers                                                      Pipelayers
                                                              Plumbers, Pipefitters and Steamfitters
 Electricians
                                                             Plasterers and Stucco Masons
 Elevator Installers and Repairers
                                                             Roofers
 First-Line Supervisors/Managers
                                                             Security Guards & Surveillance Officers
  First-line Supervisors/Managers of Construction
  Trades and Extraction Workers                              Sheet Metal Workers

 Glaziers                                                    Structural Iron and Steel Workers

 Helpers, Construction Trade                                 Welding, Soldering and Brazing Workers
  Brickmasons, Blockmasons, and Tile and Marble               Welders, Cutter, Solderers and Brazers
  Setters                                                     Welding, Soldering and Brazing Machine Setter,
  Carpenters                                                  Operators and Tenders
  Electricians
  Painters, Paperhangers, Plasterers and Stucco              Workers, Extractive Crafts, Miners
  Pipelayers, Plumbers, Pipefitters and Steamfitters
  Roofers
  All other Construction Trades




   EOC Work Force Report (rev. 08/04)                  147
  Proposal No. 10011132-11-W

                                             Attachment BB


                                 SUBCONTRACTORS LIST
  INFORMATION REGARDING SMALL EMERGING LOCAL BUSINESS PROGRAM PARTICIPATION:
  a. Subcontractor’s List shall include name and complete address of all Subcontractors who will
     receive more than one half of one percent (0.5%) of the Prime Proposer’s fee.
  b. Proposer shall also submit Subcontractor commitment letters on Subcontractor’s letterhead,
     no more than one page each, from Subcontractors listed below to acknowledge their
     commitment to the team, scope of work, and percent of participation in the project.
  c. Subcontractors shall be used for scope of work listed. No changes to this Subcontractors List
     will be allowed without prior written City approval.
                                                                                  *
                                             PERCENT          DOLLAR
                                                                              SLBE/ELBE
NAME AND ADDRESS               SCOPE OF         OF           AMOUNT OF                        ** WHERE
                                                                                /MBE/
 SUBCONTRACTORS                 WORK        CONTRACT         CONTRACT                         CERTIFIED
                                                                               WBE/DBE/
                                                                              DVBE/OBE




  * For information only. As appropriate, Proposer shall identify Subcontractors as:
                  Certified Minority Business Enterprise                         MBE
                  Certified Woman Business Enterprise                            WBE
                  Certified Disadvantaged Business Enterprise                    DBE
                  Certified Disabled Veteran Business Enterprise                 DVBE
                  Other Business Enterprise                                      OBE
                  Small Local Business Enterprise                                SLBE
                  Emerging Local Business Enterprise                             ELBE
  ** For information only. As appropriate, Proposer shall indicate if Subcontractor is certified by:
                   City of San Diego                                              CITY
                   State of California Department of Transportation               CALTRANS




                                                  148
Proposal No. 10011132-11-W

                                                             Attachment CC


                                           CONTRACT ACTIVITY REPORT
Proposers are required by contract to report Subcontractor activity in this format. Reports shall be submitted via the Project Manager
to the Equal Opportunity Contracting Program (EOCP) no later than thirty (30) days after the close of each quarter.

PROJECT:                                                PRIME CONTRACTOR: ___________________________________
CONTRACT AMOUNT:                                            INVOICE PERIOD:                       DATE:
____________

Include Additional Services Not-to-Exceed Amount
                                 Indicate                Current Period                Paid to Date            Original Commitment
      Subcontractor          SLBE, ELBE, MBE,
                              WBE, DBE, DVBE          Dollar        % of           Dollar       % of            Dollar         % of
                                  or OBE             Amount        Contract       Amount       Contract        Amount         Contract




 Prime Contractor Total:
 Contract Total:

Completed by: _____________________________________________________



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