901277 EVCS RFQ - acgov.org · Web viewResistant to solar radiation and discoloration. ... WORD-PROCESSED, ... copies of the Material Safety Data Sheets (MSDS) must ship with all

**IMPORTANT NOTICE**ONLINE BIDDING PROCESS

Bid pricing must be submitted online through Alameda County Strategic Sourcing Supplier Portal.

The following pages require signatures and must be scanned and uploaded to Alameda County Strategic Sourcing Supplier Portal:

1. Exhibit A – Bid Response Packet, Bidder Information and Acceptance pagea. Must be signed by Bidder

2. Exhibit D – Federal Aid Project Attachmentsa. Must be signed by Bidder

Please read EXHIBIT A – Bid Response Packet carefully, INCOMPLETE BIDS WILL BE REJECTED. Alameda County will not accept submissions or documentation after the bid response due date. Successful uploading of a document does not equal acceptance of the document by Alameda County.

https://ezsourcing.acgov.org/psp/SS/SUPPLIER/ERP/h/?tab=DEFAULT

COUNTY OF ALAMEDAREQUEST FOR QUOTATION No. 901277

for

Electric Vehicle Charging StationsJOINT PURCHASE INVOLVING

THE FOLLOWING CALIFORNIA AGENCIES:

CITY OF CONCORD, CITY OF FREMONT, CITY OF OAKLAND, CITY/COUNTY OF SAN FRANCISCO, CITY OF SAN JOSE, CITY OF SANTA ROSA, COUNTY OF ALAMEDA, COUNTY OF SONOMA, MARIN MUNICIPAL WATER DISTRICT, SONOMA COUNTY WATER AGENCY

FEDERAL AID PROJECT NO. CML 5933(109)

For complete information regarding this project, see RFQ posted at http://www.acgov.org/gsa_app/gsa/purchasing/bid_content/contractopportunities.jsp or

contact the County representative listed below. Thank you for your interest!

Contact Person: Jeremy Leung, Procurement & Contracts Specialist

Phone Number: (510) 208-9610

E-mail Address: [email protected]

RESPONSE DUEby

2:00 p.m.on

November 5, 2014at

Alameda County, GSA–Procurement & Support ServicesStrategic Sourcing Supplier Portal


Alameda County is committed to reducing environmental impacts across our entire supply chain.

1401 Lakeside Drive, Suite 907 Oakland, CA 94612Phone: 510-208-9600 Website: http://www.acgov.org/gsa/departments/purchasing/

http://www.acgov.org/gsa/departments/purchasing/


http://www.acgov.org/gsa_app/gsa/purchasing/bid_content/contractopportunities.jsp

If printing this document, please print only what you need, print double-sided, and use recycled-content paper.

COUNTY OF ALAMEDAREQUEST FOR QUOTATION No. 901277SPECIFICATIONS, TERMS & CONDITIONS

forElectric Vehicle Charging Stations

TABLE OF CONTENTSPage

I. STATEMENT OF WORK 4A. INTENT 4B. SCOPE4C. BIDDER QUALIFICATIONS 5D. SPECIFIC REQUIREMENTS 5

II. CALENDAR OF EVENTS 10E. NETWORKING / BIDDERS CONFERENCES 11

III. PROCEDURES, TERMS, AND CONDITIONS 12F. NOTICE OF RECOMMENDATION TO AWARD 12G. TERM / TERMINATION / RENEWAL 13H. BRAND NAMES AND APPROVED EQUIVALENTS 14I. QUANTITIES 14J. PRICING 18K. AWARD 20L. METHOD OF ORDERING 21M. WARRANTY 21N. INVOICING 22O. ACCOUNT MANAGER / SUPPORT STAFF 22

IV. INSTRUCTIONS TO BIDDERS 23P. LEAD AGENCY CONTACTS 23Q. SUBMITTAL OF BIDS 24R. RESPONSE FORMAT 25

ATTACHMENTS

EXHIBIT A - BID RESPONSE PACKETEXHIBIT B - INSURANCE REQUIREMENTSEXHIBIT C - VENDOR BID LISTEXHIBIT D – FEDERAL AID PROJECT ATTACHMENTSEXHIBIT E-1 – CITY OF CONCORD – TERMS AND CONDITIONSEXHIBIT E-2 – CITY OF FREMONT – PRUCHASE ORDER TERMS AND CONDITIONSEXHIBIT E-3 – CITY OF OAKLAND – PURCHASE ORDER TERMSA ND CONDITIONSEXHIBIT E-4 – CITY AND COUNT OF SAN FRANCISCO - BID CONTRACT CONDITIONS, GENERAL

CONDITIONS AND SPECIAL CONDITIONSEXHIBIT E-5 – CITY OF SAN JOSE – PURCHASE ORDER TERMS AND CONDITIONSEXHIBIT E-6 – CITY OF SANTA ROSA – PURCHASE ORDER TERMS AND CONDITIONSEXHIBIT E-7 – COUNTY OF ALAMEDA – PURCHASE ORDER AGREEMENT - TERMS AND CONDITIONS

EXHIBIT E-8 – COUNTY OF SONOMA – STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDER AND BLANKET PURCHASE ORDERS

EXHIBIT E-9 – MARIN MUNICIPAL WATER DISTRICT – TERMS AND CONDITIONS

Specifications, Terms & Conditionsfor Electric Vehicle Charging Stations

I. STATEMENT OF WORK

A. INTENT

It is the intent of these specifications and terms and conditions to describe the electric vehicle charging stations (EVCS) required by the public agencies participating in this Request for Quotation.

Bidders are invited to provide bids for EVCS for the following participating public agencies: City of Concord, City of Fremont, City of Oakland, City and County of San Francisco, City of San Jose, City of Santa Rosa, County of Alameda, County of Sonoma, Sonoma County Water Agency, and the Marin Municipal Water District (“Agencies” or “Agency”).

The lead agency is the County of Alameda, which has consolidated information from the Agencies into this bid solicitation and will be facilitating communication between bidders and Agencies during the bidding period, and issuing Addenda, if required. However, the successful bidder(s) shall enter into individual contract(s) directly with each Agency. The individual contracts will have different terms, including FOB points and contract start dates. Each individual contract may be extended for additional periods at the option of the contracting Agency.

The Agencies each intend to award a three-year contract to the bidder(s) selected as the lowest responsible bidder(s) whose response meets the Agencies’ requirements.

The Agencies shall have ownership of all environmental attributes resulting in the use of electricity as a transportation fuel provided via their charging stations, including, but not limited to the Air Resources Board’s Low Carbon Fuel Standard Program.

B. SCOPE

The Agencies are interested in purchasing EVCS to support all-electric vehicles used in local government fleet operations. The EVCS are expected to be used primarily in a fleet environment, although they should be adaptable for multiple uses, including potential use by the general public on personal vehicles in the future. All EVCS should be in new and in unused condition and delivered to the Agencies.

The EVCS outlined in this bid are a component of the Local Government Electric Vehicle Fleet Demonstration Project, a federally funded project to demonstrate the utilization of all-electric vehicles in municipal fleets.

RFQ No. 901277Page 4


C. BIDDER QUALIFICATIONS

1. Bidder shall be regularly and continuously engaged in the business of providing EVCS for at least three (3) years immediately preceding the bid due date.

2. Bidder shall be an authorized distributer or reseller of specified EVCS and authorized to provide the required services.

D. SPECIFIC REQUIREMENTS

1. Standard Compliance Standard product compliance shall be as stated below. If there is a conflict between any stated requirements and the SAE, NEC and UL standards listed, the more stringent requirements, providing the greatest value to the participating agencies, shall prevail. Each EVCS must meet the following specifications:

a. Level II connector complies with Society of Automotive Engineers (SAE) J-1772 standards and applicable NEC

b. Validated and certified by Underwriters Laboratories (UL) 2594 or equivalent NRTL certification.

c. Compliant with NFPA 70, National Electrical Code (NEC) Article 625d. Compliant with FCC Part 15A for commercial devices.e. Compliant with 2010 ADA standards for access and reachability, including

height and access features

2. Model Types Participating agencies will be purchasing up to eight (8) different model types in two (2) categories of units, which are outlined below. Each submitted proposal must include bids for all eight (8) model types.

a. Gateway Unit: These models have both cellular and wireless capability. They connect to the internet through cellular modem and to non-gateway units through wireless radio. (1) “Single-port – wall-mounted (Gateway)” – a Level II EVCS with one

(1) J-1772 connector that is attached directly to a wall or column. (2) “Dual-port – wall-mounted (Gateway)” – a Level II EVCS with two

(2) J-1772 connectors that is attached directly to a wall or column. (3) “Single-port – ground (Gateway)” – a Level II EVCS with one (1) J-

1772 connector that is bollard-mounted or attached directly to the ground.



(4) “Dual-port – ground (Gateway)” a Level II EVCS with two (2) J-1772 connectors that is bollard-mounted or attached directly to the ground.

b. Non-Gateway Unit: These models have wireless capability only. They connect to the internet through a gateway unit.(1) “Single-port – wall-mounted (Non-gateway)” – a Level II EVCS with

one (1) J-1772 connector that is attached directly to a wall or column.

(2) “Dual-port – wall-mounted (Non-gateway)” – a Level II EVCS with two (2) J-1772 connectors that is attached directly to a wall or column.

(3) “Single-port – ground (Non-gateway)” – a Level II EVCS with one (1) J-1772 connector that is bollard-mounted or attached directly to the ground.

(4) “Dual-port – ground (Non-gateway)” a Level II EVCS with two (2) J-1772 connectors that is bollard-mounted or attached directly to the ground.

3. Electrical Power a. AC Power Input Rating: 208/240 VAC 60 Hz, single phase @ 32 A, per port.b. Output Power: The maximum power capability cannot be less than

provision of 7.2kw (208/240VAC @ 30A), per port.

4. Load Management a. Ability to work with utility programs such as demand response plans, off-

peak plans, etc., to reduce energy costsb. Remote load management enabled by network connectionc. Host control can set policies including load limiting

5. Physical Specifications

a. Exterior(1) Durable metal shell with ability to withstand indoor or outdoor

environment(2) Security of design: Tamper-proof and vandalism-proof. The EVCS

must utilize tamper resistant screws and design(3) The exterior of the housing shall be maintenance free, resistant to

corrosion, and able to withstand exposure to dirt, salt, snow, ice, oil, greases, or non-natural chemicals or compounds that may commonly be found in an open-air environment in and around parking locations as a result of automobile or human activity



b. Operating environment (1) Capable of operating in temperatures from -22ºF to 120ºF during

operation(2) Resistant to solar radiation and discoloration(3) Compliant with enclosure rating – NEMA Type 3R

c. Charging Cord and Connectors (1) Level II connector included – attached to EVCS with ability to be

easily replaced in case of damage(2) Cord with minimum length of 18 feet (3) Ability to lock and release holster to the station, when not in use, to

avoid theft(4) Retractable cord set(s)

6. User Access/Authorization and Security a. Chip card interface device to recognize RFID (radio-frequency

identification) cardb. Users authorized with RFID readers certified to ISO 15693 or 14443

standards secure method (e.g., RFID card reader)c. Security of authentication shall be achieved using secure socket layer (SSL)

and AES 128/256 standards for encryptiond. No personal data is stored on the EVCSe. Visible phone number on EVCS to a location that can authorize existing

and new users 24 hours/dayf. The EVCS can be accessed by non-subscribers (e.g., with phone number or

credit card)g. Driver notification of interruption of chargeh. Minimum of one charging station access card per charge port

7. Internal Technology a. Physical Hardware

(1) Wiring, hardware, circuitry, and internal components to charge all electric vehicles; capable of Level II charging

(2) Power measurement accuracy of +/- 2%(3) Cellular modem for gateway units to communicate to the internet(4) Wireless radio for non-gateway units to communicate to the

internet through the gateway unit b. Software

(1) Designed for a distributed, connected environment(2) Data communications architecture supports smart charge

management applications such as reports and/or real-time



information that shows instantaneous power, power usage by time, etc.

(3) Firmware upgrade can be performed remotely and without disrupting EVCS service

(4) Interoperability with existing car navigation system to display available stations

(5) System has the ability to be upgraded over the air to support ongoing feature development

8. Network Management (each participating agency must have separate access their own network)a. Web portal and/or mobile device application access that allows each

participating agency to have the following abilities on their own network:(1) Opening (Enabling/Disabling) of EVCS units remotely(2) Billing and reconciliation for hosts and subscribers(3) Ability to set individual and group EVCS preferences/impose policies

(i.e. separate driver accessibility policies) (4) Ability to schedule numerous charges(5) Generation/export capability of reports for users, owners, utilities(6) Communication to users via text message, emails and web portal(7) Remote system monitoring via web portal(8) Remote system monitoring via notification (such as email, SMS

message, and/or mobile application) on: (a) When unit finished charging(b) When charging interrupted(c) If operational failure is encountered

(9) Ability for drivers to reserve stations(10) Ability to allow a minimum of five (5) administrators to utilize

network at one time b. Network Data Security

(1) Web portal network secured (AES-128/256 encryption – must meet U.S. Federal Information Processing Standardization (FIPS) PUB 197) http://csrc.nist.gov/publications/fips/fips197/fips-197.pdf

(2) Network firewallsc. Network Access

(1) All network access for three (3) years upon activation of charging station.

9. Product Safety a. Ability to remotely stop flow of power through unit when not in useb. Over-current protection to prevent vehicles from drawing too much power


http://csrc.nist.gov/publications/fips/fips197/fips-197.pdf


c. Charge Circuit Interrupting Device (CCID) or Ground Fault Circuit Interrupter (GFCI) to prevent electrocutions

10. Data Collected/Reporting Information Each charging station must provide the following reports, which must be exportable on-demand into CSV or Excel file format:a. EVCS information including:

(1) Station Identifier and EVCS Location Information (Address, City, State, Zip)

(2) Station utilization rate during various times of the day and days of month

(3) Number of unique drivers utilizing the stations (4) Authorization requests and responses (for public stations)(5) Charging/energy data (location, kWh consumed, cost, and

start/stop time) for each charging session(6) Station status and health monitoring during various times of the

day and days of month(7) Number of GFCI (ground fault circuit interrupter) Trips and Resets(8) Plug out detection and handling(9) Over current detection and handling(10) Number of reboots due to power outage (11) Plug insertions/extractions(12) Amount of fuel savings(13) Amount of greenhouse gas emission savings(14) Inventory of stations (location, hardware/software version, model

type, etc.)(15) Revenue generated to host (if requested by host and applicable) (16) Demand response events(17) Peak Power, Rolling Average Power

b. Fleet Management data, including: (1) Ability to see which vehicles are plugged into which stations(2) Ability to see which vehicles are fully charged, currently charging, or

not charging(3) Ability to create groups of vehicles for monitoring and varying

access policies

11. Instructional Material a. Provide physical and online instructional material to each participating

agency on system(s) including but not limited to installing, maintaining, troubleshooting, reporting, programming RFIDs, and adding charge ports.



12. Interoperability The EVCS network must support charging station hardware from multiple manufacturers, including DC chargers, so that all stations may be managed by a single platform. The EVCS network must be interoperable /open source with different types of hardware, including but not limited to ChargePoint.

13. Assembly Requirements All steel and iron used must be produced in the United States in accordance with the Buy American definition in Federal Transit Administration (FTA) 49 U.S.C. § 5323(j); 49 C.F.R. Part 661.

14. FOB Point Participating agency’s point of destination as note below under “Quantities.”

15. EVSC communications activation Activation of communications associated with network connectivity shall be coordinated directly with the Participating Agency. Bidders shall not charge for activation.

16. Customer Support a. Each bid shall include the provide phone number, email, and address of

nearest service rep to each Participating Agency.(1) Service rep must be available Monday through Friday during normal

operating hours (7am to 5pm), Pacific Standard Time.b. Each bid shall include the phone number, email, and address of nearest

spare part warehouse to each Participating Agency.c. Contractor shall respond to all non-emergency customer support inquiries

within 48 hours.d. Contractor shall respond to emergency customer support inquiries with 24

hours, including weekends and holidays.

II. CALENDAR OF EVENTS

EVENT DATE/LOCATIONRequest Issued September 15, 2014Written Questions Due by 5:00 p.m. on September 30, 2014



Networking/Bidders Conference #1

(Online conference option enabled for remote participation)

September 29, 2014 @ 10:00 a.m.

at: County of Alameda General Services AgencyRoom 2011401 Lakeside Dr.Oakland CA, 94612

OR remotely @ http://gsaalamedacounty.adobeconnect.com/admin/show-event-catalog

Networking/Bidders Conference #2

September 30, 2014 @ 2:00 p.m.

at: Fremont Public LibraryFukaya Room A2400 Stevenson BlvdFremont, CA 94538

Addendum Issued October 22, 2014 Response Due November 5, 2014 by 2:00 p.m.Evaluation Period November 5 – December 1, 2014GSA Letter Recommending Award Issued

December 30, 2014

GSA Consideration Award Date

December 31, 2014

Contract Start Date January 1, 2015

Note: Award and start dates are approximate.

A. NETWORKING / BIDDERS CONFERENCES

3. The bidders conference held on September 29, 2014 will have an online conference option enabled for remote participation. Bidders can opt to participate via a computer with a stable internet connection (the recommended Bandwidth is 512Kbps) at http://gsaalamedacounty.adobeconnect.com/admin/show-event-catalog. In order to get the best experience, the Lead Agency recommends that bidders who participate remotely use equipment with audio output such as speakers, headsets, or a telephone. Bidders may also attend this conference in person.

4. Networking/bidders conferences will be held to:

a. Provide an opportunity for bidders to ask specific questions about the project and request RFQ clarification.


http://gsaalamedacounty.adobeconnect.com/admin/show-event-catalog





b. Provide the Lead Agency with an opportunity to receive feedback regarding the project and RFQ.

5. All questions will be addressed, and the list of attendees will be included, in an RFQ Addendum following the networking/bidders conference(s).

6. Potential bidders are strongly encouraged to attend networking/bidders conference(s) in order to further facilitate subcontracting relationships. Vendors who attend a networking/bidders conference will be added to the Vendor Bid List. Failure to participate in a networking/bidders conference will in no way relieve the Contractor from furnishing goods and/or services required in accordance with these specifications, terms and conditions. Attendance at a networking/bidders conference is highly recommended but is not mandatory.

III. PROCEDURES, TERMS, AND CONDITIONS

A. NOTICE OF RECOMMENDATION TO AWARD

7. At the conclusion of the RFQ response evaluation process (“Evaluation Process”), all bidders will be notified in writing by e-mail or fax, and mail, of the lowest responsive bidder and contract award recommendation, if any, by GSA – Procurement & Support Services. The document providing this notification is the Notice of Recommendation to Award.

The Notice of Recommendation to Award will provide the following information:

a. The name of the bidder being recommended for contract award; and

b. The names of all other parties that submitted proposals.

8. At the conclusion of the RFQ response evaluation process, debriefings for unsuccessful bidders will be scheduled and provided upon written request and will be restricted to discussion of the unsuccessful offeror’s bid.

a. Under no circumstances will any discussion be conducted with regard to contract negotiations with the successful bidder.

b. Debriefing may include review of successful bidder’s proposal with redactions as appropriate.

9. The submitted proposals shall be made available upon request no later than five (5) calendar days before the first scheduled approval of the award and contract by a participating agency.



B. TERM / TERMINATION / RENEWAL

10. The term of the contract, which may be awarded pursuant to this RFQ, will be three (3) years.

11. Each Agency has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that an Agency should abandon, terminate or suspend the Contractor’s work, the Contractor shall be entitled to payment for vehicles provided hereunder prior to the effective date of said suspension, termination or abandonment. An Agency may terminate the contract at any time without written notice upon a material breach of contract and substandard or unsatisfactory performance by the Contractor. In the event of termination with cause, the Agencies reserve the right to seek any and all damages from the Contractor. In the event of such termination with or without cause, the Agencies reserves the right to invite the next highest ranked bidder to enter into a contract or re-bid the project if it is determined to be in its best interest to do so.

12. Each Agency may, at its sole option, terminate any contract that may be awarded as a result of this RFQ at the end of any Fiscal Year, for reason of non-appropriation of funds. In such event, the Agency will give Contractor at least thirty (30) days written notice that the contact will not be funded for the next fiscal period

13. By mutual agreement, between an Agency and the Contractor any contract which may be awarded pursuant to this RFQ, may be extended for an additional two-year term at agreed prices with all other terms and conditions remaining the same.

14. The basic requirements of each Agency are included in this bid.

15. Participating Agencies have agreed to utilize Lead Agency’s insurance requirements (Exhibit B) as a minimum requirement. Any or all Agencies may require the successful bidder to obtain specific insurance coverage and submit an Insurance Certificate prior to contract award.

16. Acceptance of Terms and Conditions: Each Participating Agency’s specifications, terms and conditions included in this bid solicitation apply to and become a part of the individual contract between the successful bidder and that Agency. Bidders are strongly encouraged to review each Agency’s terms and conditions (Attached as Exhibit E).



17. In the event of a conflict between any local or individual Agency requirement and the RFQ, the RFQ will control. Conflicts between local or individual Agency provisions will be resolved in a manner that will be least likely to result in disqualification of the bid.

C. BRAND NAMES AND APPROVED EQUIVALENTS

18. Any references to manufacturers, trade names, brand names and/or catalog numbers are intended to be descriptive, but not restrictive, unless otherwise stated, and are intended to indicate the quality level desired. Bidders may offer any equivalent product that meets or exceeds the specifications. Bids based on equivalent products must:

a. Clearly describe the alternate offered and indicate how it differs from the product specified; and

b. Include complete descriptive literature and/or specifications as proof that the proposed alternate will be equal to or better than the product named in this bid.

19. The Lead Agency reserves the right to be the sole judge of what is equal and acceptable and may require Bidder to provide additional information and/or samples.

20. If Bidder does not specify otherwise, it is understood that the referenced brand will be supplied.

D. QUANTITIES

Quantities listed herein are not to be construed as a commitment. No minimum or maximum is guaranteed or implied.

1. CITY OF CONCORD (5)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 2 (5) Single Port – Wall-Mounted (gateway) – 0 (6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 3



(9) FOB:Corporation Yard, 1455 Gasoline Alley, Concord, CA 94520

b. Please see Exhibit E-1 for City of Concord – Terms and Conditions

2. CITY OF FREMONT (2)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 1(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 1 (9) FOB: 42551 Osgood Road, Fremont, CA 94539

b. Please see Exhibit E-2 for City of Fremont - Purchase Order Terms and Conditions

3. CITY OF OAKLAND (4)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 2(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 2(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 0 (9) FOB: 7101 Edgewater Dr., Bldg 5, Oakland, CA 94621

b. Please see Exhibit E-3 for City of Oakland - Purchase Order Terms and Conditions

4. CITY AND COUNTY OF SAN FRANCISCO (15)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 4(2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0



(5) Single Port – Wall-Mounted (gateway)– 8(6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 1(8) Dual-Port – Ground (gateway) – 2(9) FOB: Central Shops

1800 Jerrold AveSan Francisco, CA 94124

b. Please see Exhibit E-4 for City and County of San Francisco’s Bid Contract Conditions, General Conditions and Special Conditions.

5. CITY OF SAN JOSE (3)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 2(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 1(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 0 (9) FOB: City of San Jose Central Service Yard

1661 Senter RoadSan Jose, CA 95112

b. Please see Exhibit E-5 for City of San Jose’s - Purchase Order Terms and Conditions.

6. CITY OF SANTA ROSA (4)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 2 (4) Dual-Port – Ground (non-gateway) – 0 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 2 (8) Dual-Port – Ground (gateway) – 0 (9) FOB: Municipal Services Center North - Garage

55 Stony Point Road



Santa Rosa, CA 95401Attn: Jon Merian

b. Please see Exhibit E-6 for City of Santa Rosa’s - Purchase Order Terms and Conditions.

7. COUNTY OF ALAMEDA (13)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 8(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0(5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 3(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 2 (5) FOB AlcoPark Garage

165 13th StOakland, CA 94612

b. Please see Exhibit E-7 for the County of Alameda’s - Terms and Conditions.

8. COUNTY OF SONOMA (11)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 9 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 3 (9) FOB: County of Sonoma Fleet Operations

2688 Ventura Avenue Room 105-SSanta Rosa, CA 95403707-565-2505

b. Please see Exhibit E-8 for County of Sonoma’s Standard Terms and Conditions for Purchase Order and Blanket Purchase Orders.



9. MARIN MUNICIPAL WATER DISTRICT (1)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 0 (5) Single Port – Wall-Mounted (gateway)– 0 (6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 1 (9) FOB: 220 Tamal Vista Blvd

Corte Madera, CA 94925

b. Please see Exhibit E-9 for Marin Municipal Water District’s - Terms and Conditions.

10. SONOMA COUNTY WATER AGENCY (5)a. Requirements:

(1) Single Port – Wall-Mounted (non-gateway) – 0 (2) Dual-Port – Wall-Mounted (non-gateway) – 0(3) Single-Port – Ground (non-gateway) – 0 (4) Dual-Port – Ground (non-gateway) – 3 (5) Single Port – Wall-Mounted (gateway) – 0 (6) Dual-Port – Wall-Mounted (gateway) – 0(7) Single-Port – Ground (gateway) – 0 (8) Dual-Port – Ground (gateway) – 2 (9) FOB: SCWA Operations & Maintenance Center

204 Concourse, Santa Rosa, CA, 95403

b. Please note that Sonoma County Water Agency will be utilizing County of Sonoma’s Standard Terms and Conditions for Purchase Order and Blanket Purchase Orders (See Exhibit E-8).

E. PRICING

21. All pricing as quoted shall remain firm for the term of any contracts that may be awarded as a result of this RFQ.

22. Unless otherwise stated, Bidder agrees that, in the event of a price decline, the benefit of such lower price shall be extended to all Agencies.



23. All prices are to be F.O.B. destination. The delivery fee shall be the same for each Agency, regardless of its location.

24. Any price increases or decreases for subsequent contract terms may be negotiated between Contractor and an Agency only after completion of the initial term.

25. Taxes and freight charges:

a. The Agencies are soliciting a total price quoted for each EVCS. The price quoted shall be the total cost the Agency will pay for an EVCS including use, delivery charges, or other taxes, and all other charges with the exception of local sales tax, which will be added in the individual contracts and is not to be listed on the bid form.

b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except local sales taxes legally payable by an Agencies, will be paid by any Agencies unless expressly included and itemized in the bid.

c. Amount paid for transportation of property is exempt from Federal Transportation Tax to the following Agencies: County of Alameda, City of Fremont, and City of Santa Rosa. An exemption certificate is not required where the shipping papers show the consignee as the specified Agency; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. Contractor must correctly identify the Participating Agency for each EVCS.

d. Articles sold to the following Agencies: County of Alameda, City of Fremont, and City of Santa Rosa are exempt from certain Federal excise taxes. Each Agency will furnish an exemption certificate upon request.

26. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions.

27. A total price quoted is required for this contract and will be the maximum price each Agency will pay.

28. Price quotes shall include any and all payment incentives available to all Agencies.

29. Bidders are advised that in the evaluation of cost, if applicable, it will be assumed that the unit price quoted is correct in the case of a discrepancy between the unit price and an extension.



30. Federal and State minimum wage laws apply.

F. AWARD

31. The award will be made to the lowest responsible bidder who meets the requirements of these specifications, terms and conditions.

32. Awards may also be made to the subsequent lowest responsible bidders who will be considered the Back-up Contractors and who will be called in ascending order of amount of their quotation.

33. Agencies reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for bidders to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the Agencies.

34. The Agencies reserve the right to award to a single or multiple Contractors.

35. Each Participating Agency has the right to decline to award this contract or any part thereof for any reason.

36. Estimated quantities may be increased or decreased by each Agency, depending on actual need during the contract term; however, no price adjustments will be allowed as a result of a reduction or increase in the quantity purchased.

37. Following contract award by the governing body of an Agency, or their designee, the successful bidder shall enter into an individual contract with that Agency. Contract documents will consist of this bid invitation and any addendum; the successful bidder’s completed and signed bid form and other items submitted with the bid; additional documents, if any, required by an Agency and included in this bid solicitation; and an Agreement or Purchase order signed by that Agency.

38. An Agency may also require additional approvals prior to contract award.

39. Each Agency will be individually contracting with the successful bidder. No Agency shall in any way be responsible for the obligations of any other Agency. No contract will be considered joint with other Agencies, even though based on this same RFQ and submitted bid.

40. A contract must be negotiated, finalized, and signed by the recommended awardee prior to final approval of the award by an Agency.



41. The RFQ specifications, terms, conditions and Exhibits, RFQ Addenda and Bidder’s proposal, may be incorporated into and made a part of any contract that may be awarded as a result of this RFQ.

G. METHOD OF ORDERING

42. After a contract has been executed with an Agency, written POs will be issued by that Agency upon approval of the written itemized quotations received from the Contractor.

43. Individual order price confirmation quotations shall be provided by Contractor upon request by an Agency and shall include, but not be limited to, an identifying (quotation) number, date, requestor name and phone number, ship to location, itemization of products and/or services with complete description (including model numbers, fabric and finish grade, description, color, etc.) and price per item and a summary of total cost for product, services, shipping and tax.

44. The POs and contract with an Agency will be faxed, transmitted electronically or mailed by that Agency and shall be the only authorization for the Contractor to place an order.

45. POs and payments for products and/or services will be issued only in the name of Contractor.

46. Contractor shall adapt to changes to the method of ordering procedures as required by an Agency during the term of a contract.

47. Change orders shall be agreed upon by Contractor and the Agency and issued as needed and agreed to in writing by an Agency. Any change that is acceptable and agreed to by one Agency may not be acceptable and agreed to by another Agency.

48. Contractor shall provide the best deal and terms to all Agencies. In no event shall an agreement with any Agency to a less favorable term be determinative or imposed on any other Agency.

49. No Agency has the authority or ability to make any representation, promise, change, waiver or commitment for any other Agency now or at any time during the term of any contract or thereafter.

H. WARRANTY

50. Bidder expressly warrants that all goods and services to be furnished pursuant to any contract awarded it arising from the Bid shall conform to the descriptions



and specifications contained herein and in supplier catalogs, product brochures and other representations, depictions or models, and shall be free from defects, of merchantable quality, good material and workmanship. Bidder expressly warrants that all goods and services to be furnished pursuant to such award shall be fit and sufficient for the purpose(s) intended. This warranty shall survive any inspections, delivery, acceptance or payment by the participating agencies. Bidder warrants that all work and services furnished hereunder shall be guaranteed for a period of three (3) years from the later of the date of final acceptance, or upon delivery for EVCS to the participating agency. The warranty must include all materials, equipment, tools, labor, software support, and incidentals necessary to complete repairs including replacements and site visits.

I. INVOICING

51. Each Agency shall enter into a separate contract with the Contractor and shall have its own invoicing and payment systems.

52. Contractor shall invoice the requesting participating Agency directly, and unless otherwise advised, upon satisfactory receipt of product and/or performance of services.

53. An Agency shall notify Contractor of any adjustments required to any invoice.

54. Invoices shall contain PO number, invoice number, remit to address and itemized products and/or services description and price as quoted and shall be accompanied by acceptable proof of delivery. Each Agency may require additional items or specific format for their invoices.

55. If requested by an Agency, Contractor shall utilize a standardized invoice.

56. Invoices shall only be issued by the Contractor who is awarded a contract.

57. Payments shall be issued to and invoices must be received from the same Contractor whose name is specified on the POs.

58. Each Agency shall pay Contractor as agreed upon in their contract, not to exceed the total total price quoted in the bid response.

J. ACCOUNT MANAGER / SUPPORT STAFF

59. Contractor shall provide a dedicated competent account manager who shall be responsible for the each Participating Agencies’ accounts/contracts. The account manager shall receive all orders from the Agencies’ and shall be the primary



contact for all issues regarding Bidder’s response to this RFQ and any contract(s)which may arise pursuant to this RFQ.

60. Contractor shall also provide adequate, competent support staff that shall be able to service the Agencies’ during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the contract, products offered and able to identify and resolve quickly any issues including but not limited to order and invoicing problems.

61. Contractor account manager shall be familiar with the Participating Agency requirements and standards and work with the Agency to ensure that established standards are adhered to.

IV. INSTRUCTIONS TO BIDDERS

A. LEAD AGENCY CONTACTS

Alameda County GSA–Procurement & Support Services is managing the competitive process for this project on behalf of the Participating Agencies. All contact during the competitive process is to be through Alameda County GSA– Procurement & Support Services department only.

The evaluation phase of the competitive process shall begin upon receipt of bids on the final due date specified in the Calendar of Events, as revised in any Addendum, until 30 days after mailing the Notification of Recommendation To Award. Thereafter, the recommended bidder should deal directly with each Participating Agency. The recommended bidder can begin negotiating contracts directly with Agencies upon the Notification of Recommendation To Award.

All questions regarding these specifications, terms and conditions are to be submitted in writing, preferably via e-mail by 5:00 p.m. on September 30, 2014 to:

Jeremy Leung, Procurement & Contracts SpecialistAlameda County, GSA– Procurement & Support Services1401 Lakeside Drive, Suite 907Oakland, CA 94612E-Mail: [email protected]: (510) 208-9610

The GSA Contracting Opportunities website will be the official notification posting place of all Requests for Interest, Proposals, Quotes and Addenda. Go to http://www.acgov.org/gsa_app/gsa/purchasing/bid_content/contractopportunities.jsp to view the most current information on this bid.


http://www.acgov.org/gsa_app/gsa/purchasing/bid_content/contractopportunities.jsp


B. SUBMITTAL OF BIDS

62. All bids must be must be completed and successfully downloaded through Alameda County Strategic Sourcing Supplier Portal BY 2:00 p.m. on the due date specified in the Calendar of Events. Technical difficulties in downloading/submitting documents through the Alameda County Strategic Sourcing Supplier Portal shall not extend the due date and time.

63. As part of the download, Bidders must submit an attached electronic copy of their proposal. The electronic copy must be in a single file (PDF with OCR preferred), and shall be an exact scanned image of the original hard copy Exhibit A – Bid Response Packet, including additional required documentation.

64. No hardcopy, email (electronic) or facsimile bids will be considered.

65. All costs required for the preparation and submission of a bid shall be borne by Bidder.

66. Only one bid response will be accepted from any one person, partnership, corporation, or other entity; however, several alternatives may be included in one response. For purposes of this requirement, “partnership” shall mean, and is limited to, a legal partnership formed under one or more of the provisions of the California or other state’s Corporations Code or an equivalent statute.

67. All other information regarding the bid responses will be held as confidential until approximately 30 days after the evaluation is completed and a recommendation for award has been issued. All parties submitting proposals, either qualified or unqualified, will receive mailed recommendation to award/non-award notification(s), which will include the name of the bidder to be recommended for award of this project. In addition, award information will be posted on the Lead Agency’s “Contracting Opportunities” website, mentioned above.

68. Each bid received, with the name of the bidder, shall be entered on a record, and each record with the successful bid indicated thereon shall, after the award of the order or contract, be open to public inspection.

69. California Government Code Section 4552: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to



the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

70. Bidder expressly acknowledges that it is aware that if a false claim is knowingly submitted (as the terms “claim” and “knowingly” are defined in the California False Claims Act, Cal. Gov. Code, §12650 et seq.), Agencies will be entitled to civil remedies set forth in the California False Claim Act. It may also be considered fraud and the Contractor may be subject to criminal prosecution.

71. The undersigned Bidder certifies that it is, at the time of bidding, and shall be throughout the period of the contract, licensed by the State of California to do the type of work required under the terms of the Contract Documents. Bidder further certifies that it is regularly engaged in the general class and type of work called for in the Bid Documents.

72. The undersigned Bidder certifies that it is not, at the time of bidding, on the California Department of General Services (DGS) list of persons determined to be engaged in investment activities in Iran or otherwise in violation of the Iran Contracting Act of 2010 (Public Contract Code Section 2200-2208).

73. It is understood that Lead Agency reserves the right to reject this bid and that the bid shall remain open to acceptance and is irrevocable for a period of one hundred eighty (180) days, unless otherwise specified in the Bid Documents.

C. RESPONSE FORMAT

74. Bid responses must be submitted online through Alameda County Strategic Sourcing Supplier Portal.

75. Bid responses are to be straightforward, clear, concise, and specific to the information requested.

76. In order for bids to be considered complete, Bidder must provide responses to all information requested. See Exhibit A – Bid Response Packet.

77. Bid responses, in whole or in part, are NOT to be marked confidential or proprietary. Lead Agency may refuse to consider any bid response or part thereof so marked. Bid responses submitted in response to this RFQ may be subject to public disclosure. Lead Agency shall not be liable in any way for disclosure of any such records. Please refer to the Lead Agency’s website at: http://www.acgov.org/gsa/departments/purchasing/policy/proprietary.htm for more information regarding Proprietary and Confidential Information policies.


http://www.acgov.org/gsa/departments/purchasing/policy/proprietary.htm

EXHIBIT ABID RESPONSE PACKET

RFQ No. 901277 – Electric Vehicle Charging Stations

To: The County of Alameda

From: (Official Name of Bidder)

AS DESCRIBED IN THE SUBMITTAL OF BIDS SECTION OF THIS RFQ, BIDDERS ARE TO SUBMIT ONE (1) ELECTRONIC COPY OF THE BID IN PDF (with OCR preferred). THE ELECTRONIC COPY MUST HAVE ALL APPROPRIATE PAGES SIGNED

ALL PAGES OF THE BID RESPONSE PACKET (EXHIBIT A) MUST BE SUBMITTED THROUGH STRATEGIC SOURCING SUPPLIER PORTAL AS PDF ATTACHMENT(S) IN TOTAL WITH ALL REQUIRED DOCUMENTS ATTACHED THERETO; ALL INFORMATION REQUESTED MUST BE SUPPLIED; ANY PAGES OF EXHIBIT A (OR ITEMS THEREIN) NOT APPLICABLE TO THE BIDDER MUST STILL BE SUBMITTED AS PART OF A COMPLETE BID RESPONSE, WITH SUCH PAGES OR ITEMS CLEARLY MARKED “N/A”

BIDDERS SHALL NOT SUBMIT A RE-TYPED, WORD-PROCESSED, OR OTHERWISE RECREATED VERSION OF EXHIBIT A – BID RESPONSE PACKET OR ANY OTHER DOCUMENT PROVIDED IN THIS RFQ

ALL NOTATIONS MUST BE PRINTED IN INK OR TYPEWRITTEN; NO ERASURES ARE PERMITTED; ERRORS MAY BE CROSSED OUT AND CORRECTIONS PRINTED IN INK OR TYPEWRITTEN ADJACENT, AND MUST BE INITIALED IN INK BY PERSON SIGNING BID

BIDDER MUST QUOTE PRICE(S) AS SPECIFIED IN RFQ DOCUMENT AND AS SPECIFIED IN THE STRATEGIC SOURCING SUPPLIER PORTAL EVENT

BIDDERS THAT DO NOT COMPLY WITH THE REQUIREMENTS, AND/OR SUBMIT INCOMPLETE BID PACKAGES, SHALL BE SUBJECT TO DISQUALIFICATION AND THEIR BIDS REJECTED IN TOTAL

IF BIDDERS ARE MAKING ANY CLARIFICATIONS AND/OR AMENDMENTS, OR TAKING EXCEPTION TO POLICIES OR SPECIFICATIONS OF THIS RFQ, THESE MUST BE SUBMITTED IN THE EXCEPTIONS, CLARIFICATIONS, AMENDMENTS SECTION OF THIS EXHIBIT A – BID RESPONSE PACKET IN ORDER FOR THE BID RESPONSE TO BE CONSIDERED COMPLETE

Exhibit A – RFQ No. 901277Page 1

BIDDER INFORMATION AND ACCEPTANCE 1. The undersigned declares that the Bid Documents, including, without limitation, the RFQ, Addenda,

and Exhibits have been read.

2. The undersigned is authorized, offers, and agrees to furnish the articles and/or services specified in accordance with the Specifications, Terms & Conditions of the Bid Documents of RFQ No. 901277 –Electric Vehicle Charging Stations.

3. The undersigned has reviewed the Bid Documents and fully understands the requirements in this Bid including, but not limited to, the requirements under the Lead Agency’s Provisions, and that each Bidder who is awarded a contract shall be, in fact, a prime Contractor, not a subcontractor, to each Agency, and agrees that its Bid, if accepted, will be the basis for the Bidder to enter into a contract with each Agency in accordance with the intent of the Bid Documents.

4. The undersigned acknowledges receipt and acceptance of all addenda.

5. The undersigned agrees to the following terms, conditions, certifications, and requirements:

Bid Protest/Appeals Process on Notification to AwardThe Lead Agency prides itself on the establishment of fair and competitive contracting procedures and the commitment made to following those procedures. The following is provided in the event that bidders wish to protest the bid process or appeal the recommendation to award a contract for this project once the Notices of Recommendation to Award has been issued. Bid protests submitted prior to issuance of the Notices of Recommendation to Award will not be accepted. All bid protests of the Notices of Recommendation to Award must be done through the Lead Agency.

(A) Any Bid protest on the Notice of Recommendation to Award must be submitted in writing to the Lead Agency’s GSA–Assistant Director, located at 1401 Lakeside Drive, 10th Floor, Oakland, CA 94612, Fax: (510) 208-9711, before 5:00 p.m. of the FIFTH (5th) business day following the date of issuance of the Notices of Recommendation to Award, not the date received by the Bidder. A Bid protest received after 5:00 p.m. is considered received as of the next business day.

a. The Bid protest must contain a complete statement of the reasons and facts for the protest. b. The protest must refer to the specific portions of all documents that form the basis for the

protest. c. The protest must include the name, address, email address, fax number and telephone

number of the person representing the protesting party. d. A copy of the bid protest to all bidders as soon as possible after receipt of the protest and

each Agency.

(B) Upon receipt of written protest, Lead Agency GSA–Assistant Director, or designee will review and evaluate the protest and issue a written decision. The GSA–Assistant Director, may, at his or her discretion, investigate the protest, obtain additional information, provide an opportunity to settle the protest by mutual agreement, and/or schedule a meeting(s) with the protesting Bidder and others (as appropriate) to discuss the protest.

The decision will be communicated by e-mail or fax, and mail, and will inform the bidder whether or not the recommendation sent to Agencies in the Notice of Recommendation to Award is going


to change. A copy of the decision will be furnished to all Bidders affected by the decision and each Agency. As used in this paragraph, a Bidder is affected by the decision on a Bid protest if a decision on the protest could have resulted in the Bidder not being the recommended Bidder. The decision of the Lead Agency GSA–Assistant Director on the bid protest may be appealed to the Lead Agency Auditor-Controller's Office of Contract Compliance (OCC) located at 1221 Oak St., Room 249, Oakland, CA 94612, Fax: (510) 272-6502. The Bidder whose Bid is the subject of the protest, all Bidders affected by the decision on the protest, and the protestor have the right to appeal if not satisfied with the decision. All appeals to the Auditor-Controller's OCC shall be in writing and submitted within five (5) business days following the issuance of the decision by the GSA-Assistant Director, not the date received by the Bidder. An appeal received after 5:00 p.m. is considered received as of the next business day. An appeal received after the FIFTH (5th) business day following the date of issuance of the decision by the GSA-Assistant Director shall not be considered under any circumstances by the GSA or the Auditor-Controller OCC.

I. The appeal shall specify the decision being appealed and all the facts and circumstances relied upon in support of the appeal.

II. In reviewing protest appeals, the OCC will not re-judge the proposal(s). The appeal to the OCC shall be limited to review of the procurement process to determine if the contracting department materially erred in following the Bid or, where appropriate, County contracting policies or other laws and regulations.

III. The appeal to the OCC also shall be limited to the grounds raised in the original protest and the decision by the GSA-Assistant Director. As such, a Bidder is prohibited from stating new grounds for a Bid protest in its appeal. The Auditor-Controller (OCC) shall only review the materials and conclusions reached by the Assistant Director of GSA or department designee, and will determine whether to uphold or overturn the protest decision.

IV. The Auditor’s Office may overturn the results of a bid process for ethical violations by Purchasing staff, subject matter experts, or any other Agency staff managing or participating in the competitive bid process.

V. The decision of the Auditor-Controller’s OCC is the final step of the appeal process. A copy of the decision of the Auditor-Controller’s OCC will be furnished to the protestor, the Bidder whose Bid is the subject of the Bid protest, and all Bidders affected by the decision.

(C) The procedures and time limits set forth in this paragraph are mandatory and are each Bidder's sole and exclusive remedy in the event of Bid Protest on the Notification to Recommend Award. A Bidder’s failure to timely complete both the Bid protest and appeal procedures shall be deemed a failure to exhaust administrative remedies. Failure to exhaust administrative remedies, or failure to comply otherwise with these procedures, shall constitute a waiver of any right to further pursue the Bid protest, including filing a Government Code Claim or legal proceedings. Nothing in this section shall prohibit any bidder from objecting directly to a participating Agency prior to their award of a contract based on the recommendation.

Debarment / Suspension PolicyIn order to prohibit the procurement of any goods or services ultimately funded by Federal awards from debarred, suspended or otherwise excluded parties, each bidder will be screened at the time of Bid response to ensure bidder, its principal and their named subcontractors are not debarred, suspended or otherwise excluded by the United States Government in compliance with the


http://www.acgov.org/gsa/departments/purchasing/policy/debar.htm

requirements of 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

The Lead Agency will verify bidder, its principal and their named subcontractors are not on the Federal debarred, suspended or otherwise excluded list of vendors located at www.epls.gov and/or www.sam.gov.

The bidder, under penalty of perjury, certifies that, except as noted below, bidder, its Principal, and any named and unnamed subcontractor: (1)Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; (2) Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; (3) Does not have a proposed debarment pending; and (4) Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Proposal. Signing Exhibit A (Bidder Acknowledgement) on the signature portion thereof shall constitute signature of this Certification.

Iran Contracting Act (ICA) of 2010The California Legislature adopted the Iran Contracting Act (ICA) to respond to policies of Iran in a uniform fashion (PCC § 2201(q)). The ICA prohibits persons engaged in investment activities in Iran from bidding on, submitting proposals for, or entering into or renewing contracts with public entities for goods and services of one million dollars ($1,000,000) or more (PCC § 2203(a)). A person who “engages in investment activities in Iran” is defined in either of two ways:

1. The person provides goods or services of twenty million dollars ($20,000,000) or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or

2. The person is a financial institution (as that term is defined in 50 U.S.C. § 1701) that extends twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that person will use the credit to provide goods or services in the energy sector in Iran and is identified on a list created by the California Department of General Services (DGS) pursuant to PCC § 2201(b) as a person engaging in the investment activities described in paragraph 1 above.

The bidder, under penalty of perjury, certifies that as of the time of bidding that neither the Bidder nor the company it represents are identified on the DGS list of ineligible persons, and that neither the Bidder nor the company it represents are engaged in investment activities in Iran in violation of the Iran Contracting Act of 2010.

If a Bidder believes it qualifies for an exception listed in PCC § 2202(c), the nature of the exception must be described in detail.

Proprietary and Confidential Information

Bid responses, in whole or in part, are NOT to be marked confidential or proprietary. Agencies may refuse to consider any bid response or part thereof so marked. Bid responses submitted in


http://www.acgov.org/gsa/departments/purchasing/policy/proprietary.htm

http://www.acgov.org/gsa/departments/purchasing/policy/ica.htm

http://www.sam.gov/

response to this RFQ are be subject to public disclosure. No Agency shall be liable in any way for disclosure of any such records.

Unless otherwise specified, the Agencies will not disclose the following information if contained in bid response: Social Security Numbers, Federal Tax Identification Numbers, and Employer Identification Numbers; Insurance policy numbers and vehicle identification numbers; Names of CSC members and/or any information that may be used to identify CSC members; Company financials and/or related information; and If clearly identified, any contact information that is not used for business purposes.

The following will not be considered records exempt from disclosure under the California Public Records Act (Government Code Section 6250, et seq.) or as “trade secrets” protected by the Uniform Trade Secrets Act (Civil Code Section 3426, et seq.): Any pricing, including Exhibit A (Bid FORM) Key Personnel of the Bidder. If Bidder deems any record, in whole or in part, exempt from public disclosure, Bidder must use the Exceptions, Clarifications, Amendments section of Exhibit A – Bid Response Packet to list each exemption separately along with legal justification.

Each Agency reserves the right to make independent decision to disclose records and material. This provision is not intended to require the disclosure of records that are exempt from disclosure under the California Public Records Act (Government Code Section 6250, et seq.) or of “trade secrets” protected by the Uniform Trade Secrets Act (Civil Code Section 3426, et seq.). Additionally, all bid responses shall become the property of the Agencies. Agencies reserve the right to make use of any information or ideas contained in submitted bid responses.

6. The undersigned acknowledges that Bidder will be in good standing in the State of California, with all

the necessary licenses, permits, certifications, approvals, and authorizations necessary to perform all obligations in connection with this RFQ and associated Bid Documents.

7. It is the responsibility of each bidder to be familiar with all of the specifications, terms and conditions and, if applicable, the site condition. By the submission of a Bid, the Bidder certifies that if awarded a contract they will make no claim against the Agencies based upon ignorance of conditions or misunderstanding of the specifications.

8. Patent indemnity: Vendors who do business with any Agency shall hold that Agency, its officers, agents and employees, harmless from liability of an nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.

9. Insurance certificates are not required at the time of submission. However, by signing Exhibit A – Bid Response Packet, the Contractor agrees to meet the minimum insurance requirements stated in the RFQ. This documentation must be provided to the each Agency, prior to award, and shall include an insurance certificate and additional insured certificate, naming the participating Agency, which meets the minimum insurance requirements, as stated in the RFQ.


Official Name of Bidder:

Street Address Line 1:

Street Address Line 2:

City: State: Zip Code:

Webpage:

Type of Entity / Organizational Structure (check one):

Corporation Joint Venture

Limited Liability Partnership Partnership

Limited Liability Corporation Non-Profit / Church

Other:

Jurisdiction of Organization Structure:

Date of Organization Structure:

Federal Tax Identification Number:

Primary Contact Information:

Name / Title:

Telephone Number: Fax Number:

E-mail Address:

SIGNATURE:

Name and Title of Signer:

Dated this day of 20


BID FORM

Online Bid Process https://ezsourcing.acgov.org/psp/SS/SUPPLIER/ERP/h/?tab=DEFAULT

COST SHALL BE SUBMITTED ON EXHIBIT A AS IS. NO ALTERATIONS OR CHANGES OF ANY KIND ARE PERMITTED. Bid responses that do not comply will be subject to rejection in total. The cost quoted shall include all taxes and all other charges, including travel expenses, and is the cost any Participating Agency will pay for the three-year term of any contract that is a result of this bid.

Each Agency’s local sales tax will be added to the final price by the bidder prior the execution of a contract and is not to be included on this form.

Pricing for EVCS’ includes network access fees for three years; Bidders shall not charge network activation fees.

Pricing for delivery fees, if any, shall be an average cost for each Agency, regardless of its location.

Quantities listed on Alameda County Strategic Sourcing Supplier Portal are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied.

By submission of through the Alameda County Strategic Sourcing Supplier Portal Bidder certifies to County that all representations, certifications, and statements made by Bidder, as set forth in each entry in the Alameda County Strategic Sourcing Supplier Portal and attachments are true and correct and are made under penalty of perjury pursuant to the laws of California.




REQUIRED DOCUMENTATION AND SUBMITTALS

All of the specific documentation listed below is required to be submitted with the Exhibit A – Bid Response Packet in order for a bid to be deemed complete. Bidders shall submit all documentation, in the order listed below and clearly label each section with the appropriate title (i.e. Table of Contents, Letter of Transmittal, Key Personnel, etc.).

1. Table of Contents: Bid responses shall include a table of contents listing the individual sections of the proposal/quotation and their corresponding page numbers. Tabs should separate each of the individual sections.

2. Letter of Transmittal: Bid responses shall include a description of Bidder’s capabilities and approach in providing its goods to the Agencies, and provide a brief synopsis of the highlights of the Proposal and overall benefits of the Proposal to the Agencies. This synopsis should not exceed three (3) pages in length and should be easily understood.

3. Exhibit A – Bid Response Packet: Every bidder must fill out and submit the complete Exhibit A – Bid Response Packet.

(a) Bidder Information and Acceptance:

(1) Every Bidder must submit a signed page 6 of Exhibit A.

(b) Exceptions, Clarifications, Amendments:

(1) This shall include clarifications, exceptions and amendments, if any, to the RFQ and associated Bid Documents, and shall be submitted with your bid response using the template on page 10 of this Exhibit A – Bid Response Packet.

(2) THE COUNTY IS UNDER NO OBLIGATION TO ACCEPT ANY EXCEPTIONS, AND SUCH EXCEPTIONS MAY BE A BASIS FOR BID DISQUALIFICATION.

4. Key Personnel: Bid responses shall include a complete list of all key personnel associated with the RFQ. This list must include all key personnel who will provide services/training to the Participating Agency staff and all key personnel who will provide maintenance and support services. For each person on the list, the following information shall be included:

(a) The person’s relationship with Bidder, including job title and years of employment with Bidder;

(b) The role that the person will play in connection with the RFQ;(c) Address, telephone, fax numbers, and e-mail address; (d) Person’s educational background; and(e) Person’s relevant experience, certifications, and/or merits.


5. Description of the Proposed Electric Vehicle Charging Station: Bid response shall include a description of the EVCS, as it will be finally configured during the term of the contract. The description shall specify how the proposed EVCS will meet or exceed the requirements of the Agencies and shall explain any advantages that this proposed EVCS would have over other possible EVCS. The description shall include any disadvantages or limitations that the Lead Agency should be aware of in evaluating the RFQ. Finally, the description shall describe all product warranties provided by Bidder.

6. Exhibit D – Federal Aid Project Attachments

This shall include Equal Employment Certification, Public Contract Code Section 10162 Questionnaire, Noncollusion Affidavit, Debarment and Suspension Certification, and Nonlobbying Certification for Federal-Aid Projects.


EXCEPTIONS, CLARIFICATIONS, AMENDMENTS

RFQ No. 901277 – Electric Charging Vehicle Stations

Bidder Name:

List below requests for clarifications, exceptions and amendments, if any, to the RFQ and associated Bid Documents, and submit with your bid response.

The County is under no obligation to accept any exceptions and such exceptions may be a basis for bid disqualification.

Reference to: DescriptionPage No. Section Item No.

p. 23 D 1.c. Vendor takes exception to…

*Print additional pages as necessary


EXHIBIT BINSURANCE REQUIREMENTS

Insurance certificates are not required at the time of submission; however, by signing Exhibit A – Bid Packet, the bidder agrees to meet the minimum insurance requirements stated in the RFQ, prior to award. Insurance documentation must be provided to each Participating Agency, prior to award, and shall include an insurance certificate and additional insured certificate, naming the Participating Agency, which meets the minimum insurance requirements, as stated in this Exhibit B – Insurance Requirements.

The following page contains the minimum insurance limits, required by the County of Alameda, and Participating Agencies to be held by the Contractor performing on this RFQ:

*** SEE NEXT PAGE FOR MINIMUM INSURANCE REQUIREMENTS ***

Exhibit B – RFQ No. 901277Page 1

Exhibit B – RFQ No. 901277Page 2

EXHIBIT CVENDOR BID LIST

RFQ No. 901277 – Electric Vehicle Charging Stations

Below is the Vendor Bid List for this project consisting of vendors who have been issued a copy of this RFQ. This Vendor Bid List is being provided for informational purposes to assist bidders in making contact with other businesses as needed

RFQ No. 901277 - Electric Vehicle Charging StationsBusiness Name Contact Name Contact

Phone Address City State Email

AeroVironment Kristen A. Helsel (626)357-9983 181 W Huntington Dr, Ste 202 Monrovia CA [email protected]

AeroVironment (626)357-9983 181 W Huntington Dr, Ste 202 Monrovia CA [email protected]

Aurostar Corporation Vasudeva Kamath (510) 249-9422 46560 Fremont Blvd.,,Ste 201 Fremont CA [email protected]

Aurostar Corporation (510) 249-9422 46560 Fremont Blvd.,,Ste 201 Fremont CA [email protected]

ChargePoint Mike DiNucci (408) 828-7812 1692 Dell Ave. Campbell CA [email protected]

ChargePoint Laura Page (408) 841-4561 1692 Dell Ave. Campbell CA [email protected]

ClipperCreek Erik Mason (916) 607-0080 [email protected]

Contra Costa Electric Morris Coleman (925) 766-2708 610 16th St, # 505 Oakland CA [email protected]

Contra Costa Electric (925) 766-2708 610 16th St, # 505 Oakland CA [email protected]

EV Connect Jordan Ramer (714) 908-5263 15641 Chemical Ln, Bldg D Huntington Beach CA [email protected]

EV Connect (714) 908-5263 15641 Chemical Ln, Bldg D Huntington Beach CA [email protected]

Graybar Adam Sass (925) 557-3077 11505 Dublin Blvd Dublin CA [email protected]

Gridscape Solutiosn Vipul Gore (510) 894-6030 46705 Fremont Blvd Fremont CA [email protected]

Harris Electric Cal Harris (925) 560-9880 6681 Sierra Lane, Ste A Dublin CA [email protected]

Harris Electric (925) 560-9880 6681 Sierra Lane, Ste A Dublin [email protected]

LilyPad EV Keith Anderson (913) 269-2453 9801 W. 100th Terr. Overland Park KS [email protected]

REJ Electric Company Steven Phillips (510) 337-4947 1151 Harbor Bay Pkwy #108 Alameda CA [email protected]

REJ Electric Company (510) 337-4947 1151 Harbor Bay Pkwy #108 Alameda CA [email protected]

REJ Electric Company (510) 337-4947 1151 Harbor Bay Pkwy #108 Alameda CA [email protected]

Tellus Power, Inc. Tony Janicki (949) 616-8685 19200 Von Karman Ave., Suite 950 Irvine CA [email protected]

Schneider Electric Maryline Lewett [email protected]

Exhibit C – RFQ No. 901277Page 1

EXHIBIT DFEDERAL AID PROJECT ATTACHMENTS

(THE BIDDER'S EXECUTION ON THE SIGNATURE PORTION OF THIS PROPOSAL SHALL ALSO CONSTITUTE AN ENDORSEMENT AND EXECUTION OF THOSE CERTIFICATIONS WHICH ARE A PART OF THIS PROPOSAL)

I. EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION

The bidder_________________________________________________________________, proposed subcontractor _______________________________________________, hereby certifies that he has_____, has not___, participated in a previous contract or subcontract subject to the equal opportunity clauses, as required by Executive Orders 10925, 11114, or 11246, and that, where required, he has filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering agency, or the former President’s Committee on Equal Employment Opportunity, all reports due under the applicable filling requirements.

Note: The above certification is required by the Equal Employment Opportunity Regulations of the Secretary of Labor (41 CFR 60-1.7(b) (1)), and must be submitted by bidders and proposed subcontractors only in connection with contracts and subcontracts, which are subject to the equal opportunity clause. Contracts and subcontracts which are exempt from the equal opportunity clause are set forth in 41 CFR 60-1.5. (Generally only contracts or subcontracts of $10,000 or under are exempt.)

Currently, Standard Form 100 (EEO-1) is the only report required by the Executive Orders or their implementing regulations.

Proposed prime contractors and subcontractors who have participated in a previous contract or subcontract subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b) (1) prevents the award of contracts and subcontracts unless such contractor submits a report covering the delinquent period or such other period specified by the Federal Highway Administration or by the Director, Office of Federal Contract Compliance, U.S. Department of Labor.

Exhibit D – RFQ No. 901277Page 1

II. PUBLIC CONTRACT CODE

Public Contract Code Section 10285.1 Statement

In conformance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby

declares under penalty of perjury under the laws of the State of California that the bidder has ___ , has not ___

been convicted within the preceding three years of any offenses referred to in that section, including any charge

of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or Federal antitrust law in

connection with the bidding upon, award of, or performance of, any public works contract, as defined in Public

Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section 1100, including

the Regents of the University of California or the Trustees of the California State University. The term "bidder"

is understood to include any partner, member, officer, director, responsible managing officer, or responsible

managing employee thereof, as referred to in Section 10285.1.

Note: The bidder must place a check mark after "has" or "has not" in one of the blank spaces provided. The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

Public Contract Code 10232 Statement

In conformance with Public Contract Code Section 10232, the Contractor, hereby states under penalty of

perjury, that no more than one final unappealable finding of contempt of court by a federal court has been

issued against the Contractor within the immediately preceding two year period because of the Contractor's

failure to comply with an order of a federal court which orders the Contractor to comply with an order of the

National Labor Relations Board.

Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.


Public Contract Code Section 10162 Questionnaire

In conformance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury,

the following questionnaire:

Has the bidder, any officer of the bidder, or any employee of the bidder who has a proprietary interest in

the bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,

state, or local government project because of a violation of law or a safety regulation?

Yes _____ No _____

If the answer is yes, explain the circumstances in the following space.


III. Federal Prevailing Wage Requirements Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract, or the prevailing wage rates as determined by the U.S. Department of Labor in accordance with the Department of Labor Regulations 29 CFR (Code of Regulations), whichever is higher.

There are no wage rates determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

IV. NONCOLLUSION AFFIDAVIT

(Title 23 United States Code Section 112 andPublic Contract Code Section 7106)

To the COUNTY OF ALAMEDAPUBLIC WORKS AGENCY

In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the bidder declares

that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company,

association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has

not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly

or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that

anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by

agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to

fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any

advantage against the public body awarding the contract of anyone interested in the proposed contract; that all

statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his

or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative

thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid

depository, or to any member or agent thereof to effectuate a collusive or sham bid.


Note: The above Noncollusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Noncollusion Affidavit.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

V. DEBARMENT AND SUSPENSION CERTIFICATION

TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29

The bidder, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated

therewith in the capacity of owner, partner, director, officer, and manager:

Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any

federal agency;

Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency

within the past 3 years;

Does not have a proposed debarment pending; and

Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent

jurisdiction in any matter involving fraud or official misconduct within the past 3 years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions.The above certification is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Certification.


VI. NONLOBBYING CERTIFICATION FOR FEDERAL - AID CONTRACTS

The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:

(l) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly.


VII. DISCLOSURE OF LOBBYING ACTIVITIES Complete the attacged form to disclose lobbying activities pursuant to 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of Federal Action:

3. Report Type:

a. contract a. bid/offer/application a. initial

b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year_____ quarter___________ f. loan insurance date of last report____________

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee,Enter Name and Address of Prime:

Prime Subawardee Tier______, if known

Congressional District, if known Congressional District, if known

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable__________________

8. Federal Action Number, if known: 9. Award Amount, if known:

10. a. Name and Address of Lobby Entity b. Individuals Performing Services (including (If individual, last name, first name, MI) address if different from No. 10a)

(last name, first name, MI)

(attach Continuation Sheet(s) if necessary)

11. Amount of Payment (check all that apply) 13. Type of Payment (check all that apply)

$_______________ actual planned a. retainerb. one-time fee

12. Form of Payment (check all that apply): c. commissiona. cash d. contingent feeb. in-kind; specify: nature____________ e deferred

value_______________ f. other, specify_______________________

14. Brief Description of Services Performed or to be performed and Date(s) of Service, includingofficer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11:

(attach Continuation Sheet(s) if necessary)

15. Continuation Sheet(s) attached: Yes No

16. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature:__________________________________________

Print Name:_________________________________________

Title:______________________________________________

Telephone No.:______________________Date:____________

Authorized for Local ReproductionFederal Use Only: Standard Form - LLL


INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient, at the initiation or receipt of covered Federal action or a material change to previous filing pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered federal action for which lobbying activity is and/or has been secured to influence, the outcome of a covered federal action.

2. Identify the status of the covered federal action.3. Identify the appropriate classification of this report. If this is a follow-up report caused by a

material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered federal action.

4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or sub-award recipient. Identify the tier of the sub-awardee, e.g., the first sub-awardee of the prime is the first tier. Sub-awards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in Item 4 checks "Sub-awardee" then enter the full name, address, city, State and zip code of the prime federal recipient. Include Congressional District, if known.

6. Enter the name of the federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate federal identifying number available for the federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant. or loan award number, the application/proposal control number assigned by the federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered federal action where there has been an award or loan commitment by the federal agency, enter the federal amount of the award/loan commitments for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, State and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered federal action.(b) Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).


11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.14. Provide a specific and detailed description of the services that the lobbyist has performed or will

be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with federal officials. Identify the federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted.

15. Check whether or not a continuation sheet(s) is attached.16. The certifying official shall sign and date the form; print his/her name title and telephone

number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-LLL-Instructions Rev. 06-04-90


EXHIBIT E - 1CITY OF CONCORD – TERMS AND CONDITIONS

1. Invoice each Purchase Order separately. Items on this Purchase Order must not be billed with those on other Purchase Orders.

2. All Shipments are F.O.B. Delivered unless otherwise specified. When freight is authorized to be prepaid and added to invoice, a copy of the receipted freight bill must accompany invoice. (FOB destination shall mean that the Vendor pays all shipping costs, and title shall transfer to the City only upon receipt and acceptance by an authorized representative of the City of Concord.)

3. Substitutions, Changes, and Prices other than specified must be authorized in writing by the Purchasing Agent.

4. Acceptance of this Purchase Order implies the acceptance of all items and conditions contained herein, and all specifications, drawings, and additional items and conditions referred to herein and/or attached hereto. Read them carefully. No substitutions or changes will be effective without written approval of City.

5. Contract. The contract may be in a form of a purchase order, a separate agreement, or both. Final contract terms and conditions may be negotiated with the selected Contractor, and will include but are not limited to all of the terms and conditions herein and any referenced attachments. Such contract, when accepted by the Contractor either in writing or shipment of all or any portion of the material or the commencement of performance of any portion of the work covered hereunder, will constitute the entire contract between Contractor and City concerning its subject matter; and neither any contrary or additional conditions specified by Contractor nor any subsequent amendment or supplement shall have any effect without City's written approval.

6. Warranty and Quality Inspection. Contractor warrants that all articles, materials and work furnished shall be good quality and free from defects, shall conform to drawings and/or specifications and shall be merchantable quality and fit for the purpose for which purchased, and shall be at all times subject to City's inspection; but neither City's inspection nor failure to inspect shall relieve Contractor of any obligation hereunder. If, in City's opinion, any article, material, or work fails to conform to specifications or is otherwise defective, Contractor shall promptly replace same at Contractor's expense. No acceptance or payment by City shall constitute a waiver of the forgoing, and nothing herein shall exclude or limit any warranties implied by law.

7. Title. Contractor warrants that any article, material or work is free and clear of all liens and encumbrances whatsoever, and that Contractor has a good and marketable title to same, and Contractor agrees to hold City free and harmless of any patent, copyright or trademark resulting from or arising in connection with the manufacture, sale, or other normal disposition of any article or material furnished hereunder.

8. Infringement. Contractor shall indemnify and defend City against all claims, suits, liability and expense on account of alleged infringement of any patent, copyright or trademark resulting from or arising in connection with the manufacture, sale normal use or other normal disposition of any article or material furnished hereunder.

9. Invoice Discount. Contractor shall state its payment and discount terms on invoices. Discount period shall begin from date City received invoices or merchandise whichever arrives last. Delay caused by correction of errors and omissions shall extend the discount period and shall be just cause for withholding settlement without loss of cash discount by City.

10. Compensation. Contractor agrees to receive and accept the prices shown as full compensation for furnishing all materials and for all work contemplated and embraced in this order; also for all loss or damage arising out of the nature of the work aforesaid, or from the action of all elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of work until its acceptance by City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of

Exhibit E-1 –RFQ No. 901277Page 1

the suspension or discontinuance or work and for well and faithful completing the work, and the whole thereof, in the manner according to the requirements of the City's inspection.

11. Indemnification. Contractor agrees to defend, indemnify and hold harmless the City, its officers, officials, employees, agents and volunteers from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorney's fees and other litigation expenses) arising out of the Contractor’s performance under the terms of this Purchase Order, including but not limited to Prevailing Wage Policies. This indemnification obligation on Contractor’s part shall not apply to demands, actions, losses, damages, injuries, and liability arising out of sole or active negligence or willful misconduct on the part of City.

12. Laws to be Observed. All activities regarding this order shall be governed by the laws of the State of California. Any action to enforce this agreement shall be brought in a state court in the County of Contra Costa, California. Contractor shall keep fully informed of and shall comply with all existing and future State and Federal laws and all municipal ordinances and regulations of the City of Concord which in any manner affect those engaged, or employed in the work, or the materials, used in the work, or which in any way affect the conduct of the work and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. In accordance with SB854, Contractors must register and meet requirements using the new Department of Industrial Relations online application before bidding on public works contracts in California.

13. Contractor's Licensing Laws. Attention is directed to the provisions of the California Business and Professions Code concerning the licensing of Contractors. All bidders and Contractors shall be licensed in accordance with the laws of the State of California and any bidder or Contractor not so licensed is subject to the penalties imposed by such laws.

14. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work.

15. Intentionally Omitted.

16. Excuses for Non-Performance. Either party shall be absolved from its obligations under this contract when and to the extent that performance is delayed or prevented (and in the City of Concord's case when and to the extent that its need for the articles, materials or work to be supplied hereunder is reduced or eliminated) by reason of acts of God, fire explosion, war riots, strikes, labor disputes, or governmental laws, orders or regulations.

17. Default. If Contractor or Subcontractor shall breach any provision hereof or shall become insolvent, enter voluntary or involuntary bankruptcy or receivership proceedings or make an assignment to the benefit of creditors, City of Concord shall have the right (without limiting any other rights or remedies which it may have hereunder or by operation of law) to terminate this contract by written notice to Contractor whereupon City of Concord shall be relieved or all further obligation hereunder except the obligation to pay the reasonable value of Contractor's prior performance (at not exceeding the contract rate), and Contractor shall be liable to City of Concord for all costs incurred by City of Concord in completing or procuring the completion of performance in excess of the contract price herein specified. The City of Concord's right to require strict performance of any obligation hereunder shall not be affected by any previous waiver, forbearance of course of dealing. Time is of the essence hereof.

18. Taxes. Unless otherwise provided herein or required by law, Contractor assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on or with respect to, or measured by the articles sold or material or work furnished hereunder on the wages, salaries or other remunerations paid to persons employed in connection with the performance of this contract, and Contractor shall indemnify and hold harmless the City of Concord from any liability and expense by reason of Contractor's failure to pay such taxes or contributions.

19. Independent Contractor. Both parties understand and acknowledge that Contractor, its agents, employers and subcontractors are and shall at all times remain as to the City wholly independent contractors. Neither the


City nor any of its officers or employees shall have any control over the manner by which the Contractor performs this Agreement and shall only dictate the results of the performance. Contractor shall not represent that Contractor or its agents, employees or subcontractors are agents or employees of the City, and Contractor shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the City to any obligation whatsoever, unless otherwise provided in this Agreement. As an independent contractor, Contractor shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by Contractor shall be employees or subcontractors of Contractor and shall not be construed as employees or agents of the City in any respect. Contractor shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non-standard business hours, such as in the evenings or on weekends. Contractor shall not receive a premium or enhanced pay for work performed on a recognized holiday. Contractor shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. Contractor shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the work to be performed by Contractor.

20. Safety. All equipment and materials shall comply with all Federal, State, and local safety rules and regulations including OSHA.

21. Assignment. City is entering into this agreement in consideration of the rendition of the work required herein by Contractor. Contractor shall not assign any of the duties, responsibilities, or obligations of this agreement to any other firm, company, entity, or individual, except with the express written consent of City. Nothing set in this paragraph shall preclude Contractor from assigning any of the money due and owing to it from City.

22. Insurance. (Please refer to the ‘County of Alameda’s Insurance Requirements’.)

23. Reservation of Rights. The City reserves the right to reject any or all quotes/bids, to waive any informalities, or to terminate the solicitation process at any time, if deemed by the City to be in the best interest of the City.

24. Equal Opportunity. Please refer to the ‘Equal Opportunity Clause of Executive Order 11246’ document posted on the City’s Purchasing website at http://www.cityofconcord.org/pdf/business/purchasing/ee.pdf.


EXHIBIT E – 2GENERAL TERMS AND CONDITIONS, CITY OF FREMONT

1. CITY’S DETERMINATION OF RESPONSIBILITY

The term “responsible” generally means that the Bidder is able to demonstrate that it possesses: (1) the capacity to provide the Goods required by the Contract Documents with respect to financial strength, resources available, and experience; and (2) the integrity and trustworthiness to complete performance of the Work in accordance with the Contract Documents. The City may consider the following factors, in relation to the Goods to be purchased for this Project, in determining whether or not a Bidder is “responsible”: Demonstrated financial strength including, but not limited to, resources available.

Modification of Unit Quantities: Until the City’s award of the contract for this Project, the City reserves the right to modify the unit quantities by providing prior written notice to the Bidder. Bidder agrees to provide the bid items in the revised unit quantities for the unit price set forth in the Bid submitted (and the Total Bid Amount to be paid by the City to the Contractor shall be modified accordingly).

Pricing:Bid price will remain firm throughout the terms of the agreement.

Alternate Bids: If the Bid form does not specifically identify alternate bid items, alternate bids proposed by the Bidder shall not be considered by the City. However, if the Bid form does specifically identify alternate bid items, the Bidder shall set forth an Alternate Item Amount for each Alternate Item. For the purpose of determining the “Lowest Monetary Bidder” for Alternate Bid Items, in accordance with the Instructions to Bidders, the City will follow: the “Formula Method” identified below.

Formula Method: If the City follows the Formula Method, the Project Manager shall announce the amount of revenue available for the Project prior to the bid opening. The Lowest Monetary Bidder shall be the bidder with the lowest Total Bid Amount; provided, however, if the City determines that there is insufficient revenue available to fund the Total Bid Amount, the City may remove Alternate Items in accordance with this subsection, and recalculate the Lowest Monetary Bidder, accordingly. To the extent that alternates are removed in accordance with this subsection, the City shall remove alternates one at a time beginning with the last alternate and recalculate the Lowest Monetary

Exhibit E-2 – RFQ No. 901277Page 1

Bidder accordingly, and compare with the amount of revenue available to fund the Project.

2. PROTESTS AND APPEALS

Protests may be submitted only by a party that has submitted a bid or proposal in response to the contract solicitation. A subcontractor of a bidder or proposer may not submit a protest. A party may not rely on a protest submitted by another party, but must timely pursue its own protest.

Notice of decision. After a decision to award a contract subject to these protest provisions has been made the city shall issue a notice of intent to award by posting the notice on the designated public bulletin boards and on the city’s bid results web page.

Time to submit protest. All protests must be submitted in writing to the purchasing division before 5:00 p.m. on the fifth business day after the date of posting of the city’s notice of intent to award. The protester shall bear the risk of non-delivery within the time period specified above regardless of the method of delivery selected (facsimile, electronic mail, delivery service, united states mail service).

Form of protest. All protests shall be in writing and shall contain a complete statement of: the legal grounds for the protest; all the facts relevant to the protest; and the form of relief requested and the legal basis for such relief. All protests shall be accompanied by all documentation supporting the grounds for the protest. The protest shall include the name, address and telephone number of the person representing the protesting party.

City of Fremont Purchasing Division Attention: Corina Campbell 3300 Capitol Avenue, Bldg. B Fremont Ca 94537

3. AWARD The City shall notify bidders of the award through the City’s web site at www.fremont.gov.

Term of AgreementThe term of the Service Agreements shall commence on the date last signed by the successful Bidder and City and shall continue until completion of all services in accordance with the agreed-upon project timeline described in the Service Agreement.

Conflict of InterestBidder/Proposers should disclose any past, ongoing, or potential conflicts of interest which the Bidder/Proposer may have as a result of performing the work described in this RFP.


InsuranceThe Bidder/Proposer shall obtain, at its own expense and from an admitted insurer authorized to operate in California, the insurance coverage detailed.

The successful Bidder/Proposer shall submit a Certificate of Insurance (with endorsements) to the City concurrently with the execution of the Service Agreement and prior to the commencement of any services.

Business LicenseThe successful Bidder/Proposer must either possess a current, valid Fremont business license or must have submitted a Fremont business license application and fee at the time of Agreement award.

4. CONTRACT TIME

Time of the Essence: Time is of the essence in the performance of all obligations under this Contract, and all timing requirements shall be strictly adhered to unless otherwise modified by the City in accordance with the Contract. If awarded the Contract, Bidder agrees to provide the Service within the time specified in the Bid and Contract Documents. The Contractor shall submit all requests for extensions of time to the City, in writing, with reasonable specificity, no later than ten (10) working days after the start of the condition which purportedly caused the delay, and not later than the date on which Goods are due.

5. OTHER PUBLIC AGENCIES

Use of this Contract may be extended to other tax supported agencies that have not contracted for their own requirements and who may desire to participate in the contract. The contractor will be requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the contractor elects to service them, orders will be placed directly by the agency and each agency will make payment directly to the contractor.

6. RECLYCLED AND WASTE REDUCTION

Bidders are encouraged to use the minimum amount of reusable, recyclable or compostable packaging necessary for product protection. Additionally, vendors should arrange to take back pallets and packaging material for reuse when possible.


7. INVOICING AND PAYMENTS

City shall make payments to Contractor for all commodities delivered by Contractor pursuant to this Contract. Contractor shall submit an invoice, in duplicate, for commodities delivered and City shall pay the invoiced fee within thirty (30) days after receipt and acceptance that invoice is correct.

1. Charges will be itemized.2. Purchase Order numbers must be identified on all invoices.3. Vendor invoices are subject to audit by the City for price verification.

Invoices shall be submitted to: City of Fremont Finance Department Attention: Accounts Payable PO Box 5006 Fremont, CA 94537


PURCHASE ORDER TERMS AND CONDITIONS

This order is subject to the following terms and conditions; and by accepting this order, or any part thereof, the seller agrees to and accepts said terms and conditions.

1. If seller refuses to accept this order exactly as written, he will return it at once with explanation.2. Purchaser will not be responsible for any goods delivered without purchase order.3. Goods must be shipped as per instructions. Material furnished on this order which is not in

accordance with our specifications will be returned at seller’s expense.4. In the event of seller’s failure to deliver as and when specified, purchaser reserves the right to

cancel this order, or any part thereof, without prejudice to its other rights, and seller agrees that purchaser may return part or all of any shipment so made and may charge seller with any loss or expense sustained as a result of such failure to deliver.

5. If price is omitted on order, except where order is given in acceptance of quoted prices, it is agreed that seller’s price will be the lowest prevailing market price and in no event is the order to be filled at higher prices than last previously quoted or charged without purchaser’s written consent.

6. In the event any article sold and delivered hereunder shall be covered by any patent, copyright, or application therefore, seller will indemnify and save harmless purchaser from any and all loss, cost, or expenses on account of any and all claims, suits or judgments on account of the use or sale of such article in violation of rights under such patent, copyright, or application.

7. In the event that any article sold and delivered hereunder shall be defective in any respect whatsoever, seller will indemnify and save harmless purchaser from all loss or the payment of all sums of money by reason of all accidents, injuries or damages to persons or property that may happen or occur in connection with the use or sale of such article and are contributed to by said defective condition.

8. Seller will send separate invoice for each purchase order number. It shall be understood that the cash discount period to purchaser will be the date from the receipt of the invoice and not from the date of the invoice.

9. All invoices must be remitted to:

City of Fremont Accounts Payable DepartmentPO Box 5006Fremont, CA 94537

10. Purchaser may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to the contrary.

11. The terms and conditions of sale as stated in this order govern in event of conflict with any terms of seller’s proposal, and are not subject to change by reason of any written or verbal statements by seller or by any terms stated in seller’s acknowledgment unless same be accepted in writing.

12. No charge is allowed for boxing, packing, crating, or cartage unless definitely unless arranged for at the time transaction is consummated.

13. All shipments shall be F.O.B. Destination unless otherwise indicated.14. Seller will comply with applicable Insurance and Business & Registration Tax requirements.15. Two (2) copies of the Material Safety Data Sheets (MSDS) must ship with all hazardous

products.


EXHIBIT E - 3CITY OF OAKLAND

PURCHASE ORDER TERMS AND CONDITIONS 1. This purchase order shall constitute the agreement. Changes or additional terms proposed by the seller in accepting or acknowledging this order shall not be binding unless accepted by a change order in writing by the buyer, and neither buyer's lack of objections to said terms nor the acceptance of goods shipped pursuant hereto shall constitute or be deemed an agreement by buyer to any of said terms.

2. Unless otherwise definitely specified, the unit prices stated herein do not include Sales or Use Tax.

3. On charges for transportation, containers, packing, etc. will be allowed unless so specified in this order.

4. Cost of inspection on deliveries, or offers for delivery, which do not meet specifications, will be for the account of the seller.

5. The seller shall hold the City of Oakland, its officers, agents and employees, harmless from liability of any nature or kind on account of use of any copyrighted, or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliance furnished or used under this order.

6. The seller will not be held liable for failure or delay in the fulfillment if hindered or prevented by fires, strikes, or Acts of God.

7. On shipments sold F.O.B. point of origin prepay charges, and add to invoice. Original copy of paid express or freight bill must be attached to invoice. Do not ship freight collect.

8. In connection with any cash discount specified on this order, time will be computed from the date of complete delivery of the supplies or equipment as specified, or from date correct invoices are received in the Accounting Department if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing of the City warrant or check.

9. All material delivered and services rendered shall comply with City of Oakland codes, the State of California Occupational Safety & Health Act of 1973, all applicable amendments thereof, occupational safety and health standards and safety orders of the Occupational Safety and Health Standards Board.

10. This order is not assignable without the consent of the buyer.

11. For supplies and materials which require installation, or other labor or services and not under formal contract, the seller hereby acknowledges and agrees with the City that in the performing of any labor or services required to conform to this Purchase Order, the seller acts as an independent contractor and not as an employee or agent of the City; and that, further, as such seller and independent contractor, seller indemnified against and saves harmless the City from any and all claims for damages arising out of the performance of such labor and services and the performance of the requirements hereof.


12. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, physical handicap, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, physical handicap, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

13. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, physical handicap, sex, or national origin.


EXHIBIT E – 4CITY AND COUNTY OF SAN FRANCISCO

Getting paid for goods and/or services from the City:

1. Beginning January 2012, all City vendors receiving new contracts, contract renewals, or contract extensions must sign up to receive electronic payments through Paymode-X, the City’s third party service that provides Automated Clearing House (ACH) payments.

2. Electronic payments are processed every business day and are safe and secure.

3. To sign up for electronic payments, visit www.sfgov.org/ach.

4. The following information is required to sign up:

a. The enroller must be their company’s authorized financial representative.b. The company's legal name, main telephone number and all physical and remittance addresses used by

the company c. The company's U.S. federal employer identification number (EIN) or Social Security number (if they

are a sole proprietor) d. The company's bank account information, including routing and account numbers

If you have questions, please email: [email protected]

Terms

1 – 4 Omitted

5. Condition of Article. Articles offered and furnished must be new and previously unused, and of manufacturer’s latest model, unless otherwise specified herein.

6 -12 Omitted

13. Sunshine Ordinance. In accordance with Sec. 67.24(e) of the San Francisco Administrative Code, contracts, contractors’ bids, responses to RFPs and all other records of communications between City and persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person’s or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

Terms Related to the Contract

14. Inspection. All articles supplied shall be subject to inspection and rejection by Purchasing or any department official responsible for inspection.

15. Contract Interpretation; Choice of Law/Venue; Assignment. Should any questions arise as to the meaning and intent of the contract, the matter shall be referred to Purchasing, who shall decide the true meaning and intent of the contract. This contract shall be deemed to be made in, and shall be construed in accordance with the laws of, the State of California; the venue for all claims arising out of this contract shall be in San Francisco. This contract may be assigned only with the written approval of Purchasing.

Exhibit E–4 – RFQ No. 901277Page 1

mailto:[email protected]

http://www.sfgov.org/ach

16. Hold Harmless and Indemnification. Contractor shall indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Contractor or loss of or damage to property, arising directly or indirectly from Contractor’s performance of this Contract, including but not limited to, the use of Contractor’s facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Contract, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and City’s costs of investigating any claims against the City. In addition to Contractor’s obligation to indemnify City, Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Contractor by City and continues at all times thereafter. Contractor shall indemnify and hold City harmless from all loss and liability, including attorney’s fees, court costs and all other litigation expenses for any infringement of patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequences of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Contract.

17. Failure to Deliver. If Contractor fails to deliver an article or service of the quality, in the manner or within the time called for by this contract, such article or service may be bought from any source by Purchasing and if a greater price than the contract price be paid, the excess price will be charged to and collected from Contractor or sureties on its bond if bond has been required.

18. Budget and Fiscal Provisions. This Contract is subject to the budget and fiscal provisions of City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Contract will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Contract will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Contract in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Contract.

19. Default; Remedies. On and after any event of default, City shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to terminate this Contract or to seek specific performance of all or any part of this Contract. In addition, City shall have the right (but no obligation) to cure (or cause to be cured) on behalf of Contractor any event of default. Contractor shall pay to City on demand all costs and expenses incurred by City in effecting such cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. City shall have the right to offset from any amounts due to Contractor under this Contract or any other contract between City and Contractor all damages, losses, costs or expenses incurred by City as a result of such event of default and any liquidated damages due from Contractor pursuant to the terms of this Contract or any other contract. All remedies provided for in this Contract may be exercised individually or in combination with any other remedy available hereunder or under applicable laws, rules and regulations. The exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy.

20. Termination for Convenience. City shall have the option, in its sole discretion, to terminate this Agreement, at any time during the term hereof, for convenience and without cause. City shall exercise this option by giving Contractor written notice of termination. The notice shall specify the date on which termination shall become effective. In no event shall City be liable for costs incurred by Contractor or any of its subcontractors after the termination date specified by City.


21. Guaranteed Maximum Costs. The City’s obligation hereunder shall not at any time exceed the amount certified by the Controller for the purpose and period stated in such certification. Except as may be provided by City ordinances governing emergency conditions, the City and its employees and officers are not authorized to request Contractor to perform services or to provide materials, equipment and supplies that would result in Contractor performing services or providing materials, equipment and supplies that are beyond the scope of the services, materials, equipment and supplies agreed upon in the contract unless the agreement is amended in writing and approved as required by law to authorize the additional services, materials, equipment or supplies. The City is not required to reimburse Contractor for services, materials, equipment or supplies that are provided by Contractor which are beyond the scope of the services, materials, equipment and supplies agreed upon in the contract and which were not approved by a written amendment to the agreement having been lawfully executed by the City. he City and its employees and officers are not authorized to offer or promise to Contractor additional funding for the contract which would exceed the maximum amount of funding provided for in the contract for Contractor’s performance under the contract. Additional funding for the contract in excess of the maximum provided in the contract shall require lawful approval and certification by the Controller of the City. The City is not required to honor any offered or promised additional funding for a contact which exceeds the maximum provided in the contract which requires lawful approval and certification of the Controller when the lawful approval and certification by the Controller has not been obtained. Controller is not authorized to make payments on any contract for which funds have not been certified as available in the budget or by supplemental appropriation.

22. Taxes. Payment of any taxes, including possessory interest taxes and California sales and use taxes, levied upon or as a result of this Contract, or the services delivered pursuant hereto, shall be the obligation of Contractor.

23. Use of City Opinion. Contractor shall not quote, paraphrase, or otherwise refer to or use any opinion of City, its officers or agents, regarding Contractor or Contractor’s performance under this contract without prior written permission of Purchasing.

24. Nondiscrimination; Penaltiesa. Contractor Shall Not Discriminate. In the performance of this Agreement, Contractor agrees not to

discriminate against any employee, City and County employee working with such contractor or subcontractor, , on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.

b. Subcontracts. Contractor shall incorporate by reference in all subcontracts the provisions of §§12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code (copies of which are available from Purchasing) and shall require all subcontractors to comply with such provisions. Contractor’s failure to comply with the obligations in this subsection shall constitute a material breach of this Agreement.

c. Nondiscrimination in Benefits. Contractor does not as of the date of this Agreement and will not during the term of this Agreement, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco Administrative Code.

d. Condition to Contract. As a condition to this Agreement, Contractor shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form CMD-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Contract Monitoring Division (formerly San Francisco Human Rights Commission)

e. Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. Contractor shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters, including but not limited to the remedies provided in such Chapters.


Without limiting the foregoing, Contractor understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against Contractor and/or deducted from any payments due Contractor.

25. Omitted

26. MacBride Principles – Northern Ireland. The City and County of San Francisco urges companies doing business in Northern Ireland to move towards resolving employment inequities, and encourages such companies to abide by the MacBride Principles. The City and County of San Francisco urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

27. Tropical Hardwood and Virgin Redwood Ban. The City and County of San Francisco urges contractors not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood product, virgin redwood or virgin redwood product. If this order is for wood products or a service involving wood products: (a) Chapter 8 of the Environment Code is incorporated herein and by reference made a part hereof as though fully set forth. (b) Except as expressly permitted by the application of Sections 802(B), 803(B), and 804(B) of the Environment Code, Contractor shall not provide any items to the City in performance of this contract which are tropical hardwoods, tropical hardwood products, virgin redwood or virgin redwood products. (c) Failure of Contractor to comply with any of the requirements of Chapter 8 of the Environment Code shall be deemed a material breach of contract.

28. Resource Conservation. Contractor agrees to comply fully with the provisions of Chapter 5 of the San Francisco Environment Code (“Resource Conservation”), as amended from time to time. Said provisions are incorporated herein by reference

29. Submitting False Claims; Monetary Penalties. Pursuant to San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for the statutory penalties set forth in that section. The text of Section 21.35, along with the entire San Francisco Administrative Code is available on the web at http://www.amlegal.com/nxt/gateway.dll/California/administrative/administrativecode?f=templates$fn=default.htm$3.0$vid=amlegal:sanfrancisco_ca$sync=1. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.

30. Liability of City. CITY’S PAYMENT OBLIGATIONS UNDER THIS CONTRACT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR UNDER THIS CONTRACT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS CONTRACT.

31. Drug-Free Workplace Policy. Contractor acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. Contractor agrees that any violation of this prohibition by Contractor, its employees, agents, or assigns will be deemed a material breach of this Contract.


32. Compliance with Americans with Disabilities Act. Contractor acknowledges that, pursuant to the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. Contractor shall provide the services specified in this Contract in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. Contractor agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Contract and further agrees that any violation of this prohibition on the part of Contractor, its employees, agents or assigns will constitute a material breach of this Contract.

33. Compliance with Laws. Contractor shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Contract, and must at all times comply with such local codes, ordinances, and regulations and all applicable laws as they may be amended from time to time.

These terms and conditions supplement the City's Bid and Contract Conditions. In the event of a conflict between these conditions and the preceding Bid and Contract Conditions, these conditions take precedence.

36. Omitted

37. Omitted

38. Omitted

39 -44. Omitted

45. Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its work under this Agreement. Contractor will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Agreement shall have the same rights conferred upon City by this Section.

46. Conflict of Interest. Through its execution of this Contract, Contractor acknowledges that it is familiar with the provision of Section 15.103 of the City’s Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitutes a violation of said provisions and agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Contract.

47. Non-Waiver of Rights. The omission by either party at anytime to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall in any way affect the right of the party to enforce such provisions thereafter.48. Contractor's Default. If Contractor fails to fulfill its obligations under this contract proposal, whether or not said obligations are specified in this section, Purchasing reserves the right to: (a) terminate this contract at no cost to the City; (b) take action in accordance with Sections 17 and 19, or (c) exercise any other legal or equitable remedy.

49. Bankruptcy. In the event that either party shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors, then at the option of the other party this contract shall terminate and be of no further force and effect, and any property or rights of such other party, tangible or intangible, shall forthwith be returned to it.


50. Incidental and Consequential Damages. Contractor shall be responsible for incidental and consequential damages resulting in whole or in part from Contractor's acts or omissions. Nothing in this Agreement shall constitute a waiver or limitation of any rights which City may have under applicable law.

51. Omitted

52. Notice to Parties. All notices to be given by the parties hereto shall be in writing, and served by depositing same in the United States Post Office, postage paid and registered as follows:

Director of PurchasingCity and County of San FranciscoOffice of Contract AdministrationPurchasing DivisionCity Hall, Room 4301 Dr. Carlton B. Goodlett PlaceSan Francisco, CA 94102-4685

53. Subcontracting. Contractor is prohibited from subcontracting the direct supply of commodities under this contract unless such subcontracting is agreed to in writing by Purchasing. No party on the basis of this contract shall in any way contract on behalf of or in the name of the other party of this contract, and violation of this provision shall confer no rights on any party and any action taken shall be void.

54. Independent Contractor. Contractor or any agent or employee of Contractor shall be deemed at all times to be an independent contractor and is wholly responsible for the manner in which it performs the services and work requested by City under this Contract. Contractor or any agent or employee of Contractor shall not have employee status with City, nor be entitled to participate in any plans, arrangements, or distributions by City pertaining to or in connection with any retirement, health or other benefits that City may offer its employees. Contractor or any agent or employee of Contractor is liable for the acts and omissions of itself, its employees and its agents. Contractor shall be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to Contractor’s performing services and work, or any agent or employee of Contractor providing same. Nothing in this Contract shall be construed as creating an employment or agency relationship between City and Contractor or any agent or employee of Contractor. Any terms in this Contract referring to direction from City shall be construed as providing for direction as to policy and the result of Contractor’s work only, and not as to the means by which such a result is obtained. City does not retain the right to control the means or the method by which Contractor performs work under this Contract.

55. Severability. Should the application of any provision of this Contract to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Contract shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

56. Emergency - Priority 1 Service. In case of an emergency that affects any part of the San Francisco Bay Area, Contractor will give the City and County of San Francisco Priority 1 service. Contractor will make every good faith effort in attempting to deliver products using all modes of transportation available. Contractor shall provide a 24-hour emergency telephone number of a company representative who is able to receive and process orders for immediate delivery or will call in the event of an emergency. In addition, the Contractor shall charge fair and competitive prices for items and services ordered during an emergency and not covered under the awarded contract.

57. Omitted

58. Term Bid – Quantities. This is a term, indefinite quantities contract. Unless otherwise specified herein, deliveries will be required in quantities and at times as ordered during the period of the contract. Estimated quantities are approximate only. City, in its sole discretion, may purchase any greater or lesser quantity. Purchasing may make minor purchases of items requested in City’s advertisement for bids or contractor’s bid from other vendors when Purchasing


determines, in its sole discretion, that the City has an immediate need for such items or that it is not practical to purchase against this contract.

59 - 60. Omitted

61. Limitations on Contributions. Through execution of this Agreement, Contractor acknowledges that it is familiar with section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or a board on which an appointee of that individual serves, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. Contractor acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. Contractor further acknowledges that the prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Contractor. Additionally, Contractor acknowledges that Contractor must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126.

62. Prohibition on Political Activity with City Funds. In accordance with San Francisco Administrative Code Chapter 12.G, Contractor may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this contract. Contractor agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Controller. The terms and provisions of Chapter 12.G are incorporated herein by this reference. In the event Contractor violates the provisions of this section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this contract, and (ii) prohibit Contractor from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider Contractor’s use of profit as a violation of this section.

63. Preservative-Treated Wood Containing Arsenic. Contractor may not purchase preservative-treated wood products containing arsenic in the performance of this Agreement unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code. The term “preservative-treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic, elemental arsenic or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. Contractor may purchase preservative-treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude Contractor from purchasing preservative-treated wood containing arsenic for saltwater immersion. The term “saltwater immersion” shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.

64. Omitted

65. Protection of Private Information. Contractor has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M.2, “Nondisclosure of Private Information,” and 12M.3, “Enforcement” of Administrative Code Chapter 12M, “Protection of Private Information,” which are incorporated herein as if fully set forth. Contractor agrees that any failure of Contactor to comply with the requirements of Section 12M.2 of this Chapter shall be a material breach of the Contract. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate the Contract, bring a false claim action against the Contractor pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Contractor.


66. Not Used (Graffiti Removal)

Any failure of Contractor to comply with this section of this contract shall constitute a default of this Contract.

67. Modification of Agreement. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this Agreement.

68 - 87. Omitted

88. Entire Agreement. This contract sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

89. Omitted

90 - 91. Omitted

END OF SPECIAL CONDITIONS

15. REQUIRED DOCUMENTS

The following documents, items and information, as applicable must be delivered with each equipment, in original forms:

A.Weight certificate from a State Approved Scale, if equipment weight exceeds 5,000 pounds.

B. Statement of Manufacturer’s Warranty.

C. Operation and maintenance manuals.

F. Any of the above documents requiring buyer’s name and address must show:

City & County of San FranciscoCentral Shops1800 Jerrold AvenueSan Francisco, CA 94124-1629

16. INCOMPLETE DELIVERY

Delivery will be considered incomplete and payment of invoices delayed on any equipment delivered without the applicable document items or information listed under the above Special Bid Condition REQUIRED DOCUMENTS.


EXHIBIT E - 5CITY OF SAN JOSE – PURCHASE ORDER TERMS AND

CONDITIONS

1. DEFINITIONS: “City” shall mean the City of San José. “Vendor” shall mean the provider of goods and/or services which are the subject of this purchase order. “Director” shall mean the Director of Finance or Director’s authorized designee.

2. CONTRACT: This purchase order, which consists of these standard terms and conditions, and any attachments hereto, evidences City’s acceptance of Vendor’s offer to provide to City the goods and/or services which are the subject of this purchase order and constitutes a binding contract therefore upon the terms and conditions set forth herein without further action or agreement of Vendor. In the event of conflict between these standard terms and conditions and the provisions of any attachment hereto, the provisions of the attachment shall control.

3. SCHEDULE OF GOODS AND/OR SERVICES; TIME OF PERFORMANCE: Vendor shall supply those goods and/or services which are specified herein, in accordance with the schedule and during the term which are specified herein. Time is of the essence in this purchase order.

4. COMPENSATION; SCHEDULE OF PAYMENT: The compensation to be paid and the method of payment to Vendor for goods and services shall be as set forth herein. Unless otherwise provided herein, payment shall not be due until thirty (30) calendar days after the later to occur of the date performance under this purchase order is completed to the satisfaction of City and the date City receives an acceptable invoice. No payment shall represent a waiver of City’s right to inspect for defects. Unless otherwise provided herein, Vendor shall be responsible for all costs and expenses incident to the performance of this purchase order, including without limitation all costs of equipment provided by Vendor, all fees, fines, licenses, bonds or taxes required of or imposed against Vendor, and all other of Vendor’s costs of doing business.

5. CURRENT PRICES OF GOODS: Vendor represents that prices to be paid by City for goods shall not exceed current prices charged to any other customer of Vendor for items which are the same or substantially similar to the goods, taking into account the quality of the goods, and Vendor will forthwith refund any amounts paid by City in excess of such prices.

6. DISCOUNT PERIODS: Payment discount periods shall be calculated from the later of the date this purchase order is completed or the date City receives an acceptable invoice, to the date City’s payment is sent.

7. SALES TAXES: Vendor shall separately state on all invoices any sales, use or similar taxes imposed by federal or state government applicable to furnishing of the goods and/or services; provided, however where a tax exemption is available, such tax shall be subtracted from the total compensation and identified. Municipalities are exempt from federal excise and transportation taxes, except for the excise tax on gasoline. Exemption certificates will be furnished upon request.

8. PACKING AND SHIPPING OF GOODS; TITLE AND RISK OF LOSS: All goods shall be delivered “free on board destination” to the location specified herein, full freight prepaid except for special or expedited orders. Deliveries of goods shall be made without charge for boxing, crating, carting or storage unless otherwise specified, and goods shall be suitably packed to secure lowest transportation costs, and in accordance with the requirements of common carriers, and in such a manner as to assure against damage from weather or transportation. City’s order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing lists shall accompany each box or package shipment. City’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by City shall be shipped in separate boxes or containers for each destination at no extra charge.

Exhibit E–5 - RFQ No. 901277Page 1

Title to and risk of loss on all goods shall pass to City only upon delivery by Vendor in the manner specified herein and City’s acceptance of such goods. 9. WARRANTIES: Vendor warrants that all goods and services shall be delivered or performed free of all liens, claims, security interest or encumbrances, will conform to applicable specifications, drawings, descriptions and samples, and will be merchantable, of good workmanship and material, and free from defect. Unless manufactured or performed pursuant to detailed design furnished by City, Vendor assumes design responsibility, and warrants that all goods and services shall be delivered or performed free of design defect and suitable for the purposes intended by City, and that neither purchase, use or resale, nor delivery or performance thereof shall violate any patent, copyright or similar rights. Vendor’s warranties shall run to City and shall not be deemed to be exclusive. City’s inspections, approval, acceptance, use of or payment for all or any part of the goods or services shall in no way affect its warranty rights whether or not a breach of warranty had become or should have become evident at the time.

10. CHANGES: City shall have the right by written notice to change the extent of the work covered by this purchase order, the time or place of delivery, the method of shipment or packaging, or to suspend work. The only valid change is a change order signed by the Director. Upon receipt of any such notice, Vendor shall promptly make the changes in accordance with the terms of the notice. If any such changes cause an increase or decrease in the cost of or time for performance, an equitable adjustment shall be negotiated promptly and the purchase order modified in writing accordingly. Vendor shall promptly deliver to City, and in any event within ten (10) calendar days after receipt of such notice, a statement showing the effect of any such changes in the cost of or time for performance. Failure of Vendor to submit the statement within the above time limit shall constitute its consent to perform the change without increase in compensation or time for performance.

11. TERMINATION FOR DEFAULT OR CONVENIENCE: City may, by written notice to Vendor, terminate this purchase order in whole or from time to time in part for default: (i) if Vendor fails to deliver the goods or to perform the services strictly within the time specified herein, or if no time is specified, within a reasonable time; (ii) if the goods delivered or services performed do not conform to the requirements of this purchase order or if Vendor fails to perform any of the other provisions of this purchase order, or so fails to make progress as to endanger performance of this purchase order in accordance with its terms; or (iii) if the Vendor becomes insolvent. If this purchase order is terminated for default, City, in addition to all other rights afforded by law for Vendor’s default, shall have the right to charge Vendor the amount by which the costs of fabricating or procuring the goods or services cancelled from another source exceed the compensation specified herein, and City may set off any such charge against any amounts which may become payable to Vendor under this purchase order or otherwise. City may, by not less than thirty (30) days written notice to Vendor, terminate this purchase order for convenience and without cause. In the event of such termination for convenience, Vendor will be paid for those goods delivered and services performed pursuant to this purchase order to the satisfaction of City up to the date of termination. The Director is empowered to terminate this purchase order on behalf of City.

12. INDEMNITY: TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY CLAIM, LOSS OR LIABILITY (COLLECTIVELY, “CLAIMS”), INCLUDING WITHOUT LIMITATION CLAIMS FOR INJURIES OR DEATH TO PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY, CAUSED BY OR RESULTING FROM THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THIS PURCHASE ORDER, OR THE BREACH BY VENDOR OF ANY OF ITS OBLIGATIONS UNDER THIS PURCHASE ORDER.

13. INSURANCE REQUIREMENTS: If applicable, Vendor agrees to have and maintain the insurance policies specified herein. All policies, endorsements, certificates and/or binders shall be subject to review and approval by the Risk Manager of the City of San Jose as to form and content. These insurance requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. Vendor agrees to provide City with a copy of applicable certificates and/or endorsements before work commences under this purchase order.

14. COMPLIANCE WITH THE LAW: Vendor shall in the performance of this purchase order comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments.

15. GOVERNING LAW: City and Vendor agree that the law governing this purchase order shall be that of the State of California.


16. VENUE: In the event that suit shall be brought by either party to this purchase order, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, San José, California.

17. ASSIGNMENT OF CONTRACT: Vendor shall not assign any of the work to be performed under this purchase order nor shall Vendor subcontract for complete or substantially completed goods or major components thereof without the Director’s prior written consent. Vendor may assign monies due under this purchase order. City will recognize such assignment, to the extent permitted by law, if City is given proper notice thereof. Any assignment shall be subject to set-off or recoupment for any present or future claim which City may have against Vendor.

18. WAIVER: Vendor agrees that City's waiver of any breach or violation of any provision of this purchase order shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision. City's acceptance of the performance of any of Vendor's performance will not be a waiver of any provision of this purchase order.

19. INDEPENDENT CONTRACTOR: It is understood and agreed that Vendor shall act as and be an independent contractor and not an employee, agent, joint venturer, or partner of City. As an independent contractor, Vendor shall obtain no rights to retirement benefits or other benefits which accrue to City’s employees, and Vendor hereby expressly waives any claim it may have to any such rights. Both parties acknowledge that Vendor is not an employee for state or federal tax purposes. Vendor shall retain the right to perform services for others during the term of this purchase order.

20. CONFIDENTIAL INFORMATION: All data, documents, discussions or other information developed or received by or for Vendor in performance of this purchase order are confidential and not to be disclosed to any person except as authorized by City, or as required by law.

21. OWNERSHIP OF MATERIALS: All reports, documents or other materials developed or discovered by Vendor or any other person engaged directly or indirectly by Vendor in performance of this purchase order shall be and remain the property of City without restriction or limitation upon their use.

22. VENDOR’S BOOKS AND RECORDS: Vendor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, for the date of final payment to Vendor pursuant to this purchase order. Vendor shall maintain all documents and records which demonstrate performance under this purchase order for a minimum of three (3) years, or for any period longer required by law, from the date of termination or completion of this purchase order. Any records or documents required to be maintained pursuant to this purchase order shall be made available for inspection or audit, at any time during regular business hours, upon written request by City Attorney, City Auditor, City Manager or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Vendor’s business City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any part authorized by Vendor, Vendor’s representatives, or Vendor’s successor-in-interest.

23. NON-DISCRIMINATION: a. Prohibition on Discrimination and Preferential Treatment.

CONTRACTOR shall fully comply with Chapter 4.08 of the San Jose Municipal Code and agrees that there shall be no discrimination against, or segregation of, any person, on account of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, marital status, or family status, in connection with or related to the performance of CITY contracts.


b. Compliance Reports. If directed by the Director of Office of Equality Assurance of the CITY, CONTRACTOR shall file, and cause any subcontractor to file, compliance reports with the Director of Office of Equality Assurance. Compliance reports shall be in the form and field at such times as may be designated by the Director of Office Equality Assurance. Compliance reports shall contain such information and be supported by such data or records as may be requested by the Director of Office of Equality Assurance to determine whether CONTRACTOR or its subcontractor is complying with the nondiscrimination and non-preference provisions of this Agreement and Chapter 4.08 of the Municipal Code.

c. Failure to Comply with Nondiscrimination Provisions. If the Director of Office of Equality Assurance determines that the CONTRACTOR has not complied with the nondiscrimination or non-preference provisions of this Agreement, the CITY may terminate or suspend this Agreement, in whole or in part. Failure to comply with these provisions may also subject CONTRACTOR and/or subcontractor to debarment proceedings pursuant to provisions of the San Jose Municipal Code. Failure to comply with these provisions is a violation of Chapter 4.08 of the San Jose Municipal Code and is a misdemeanor.

d. Subcontracts. CONTRACTOR shall include provisions a through c above, inclusive, in each subcontract entered into in furtherance of this Agreement so that such provisions are binding upon each of its subcontractors.

e. Waiver of Nondiscrimination Provisions. The nondiscrimination provisions of this Agreement may be waived by the Director of Office of Equality Assurance, if the Director of Office of Equality Assurance determines that the CONTRACTOR has its own nondiscrimination requirements or is bound in the performance of this Agreement by the nondiscrimination requirements of another governmental agency, and the nondiscrimination provisions of the CONTRACTOR or other governmental agency are substantially the same as those imposed by the CITY.

24. GIFTS: CONTRACTOR represents that it is familiar with the City’s prohibition against the acceptance for any gift by a CITY officer or designated employee, which prohibition is found in Chapter 12.08 of the San Jose Municipal Code. CONTRACTOR agrees not to offer any CITY officer or designated employee any gift prohibited by said Chapter. The offer or giving of any gift prohibited by Chapter 12.08 shall constitute a material breach of this SERVICE ORDER by CONTRACTOR. In addition to any other remedies CITY may have in law or equity, CITY may terminate this SERVICE ORDER for such breach.

25. CONFLICT OF INTEREST: CONTRACTOR shall avoid all conflict of interest or appearance of conflict of interest in performance of this SERVICE ORDER. DISQUALIFICATION OF FORMER EMPLOYEES: CONTRACTOR is familiar with the provisions relating to the disqualification of former officers and employees of CITY in matters which are connected with former duties or official responsibilities as set forth in Chapter 12.10 of the San Jose Municipal Code (“Revolving Door Ordinance”). CONTRACTOR shall not utilize either directly or indirectly any officer, employee, or agent who would be in violation of the Revolving Door Ordinance.


EXHIBIT E - 6CITY OF SANTA ROSA – PURCHASE ORDER TERMS AND

CONDITIONS1. ORDER ACKNOWLEDGEMENT: Seller’s (or Contractor in the event services are being provided)

commencement of work or delivery shall be deemed acceptance of the terms and conditions of this Purchase Order (“Order”). The Seller shall furnish the City of Santa Rosa (“City”) Purchasing Agent, within ten days of the Order date, written Order acceptance. This Order, with any attachments, constitutes the entire agreement between the parties. Any terms proposed in Seller’s acceptance of City’s Order which add to, vary from or conflict with the terms herein are null and void. No waiver, modification or addition to the terms of this Order shall be valid unless in writing and made in accordance with Section 2, CHANGE ORDER below.

2. CHANGE ORDER: The City may at any time prior to the delivery date specified herein, issue a written change Order for the modification of the Order. Such modification(s) shall be the result of negotiation and agreement between both parties. No change in this Order shall be made unless the City gives its prior written approval. Seller shall be liable for all direct and consequential damages resulting from any unauthorized changes to the Order.

3. ASSIGNMENT AND SUBCONTRACTING: Seller shall not assign or subcontract the Order, or any part thereof, without the previous written consent of City, nor shall Seller assign, by power of attorney or otherwise, any of the money payable under this Order unless the prior written consent of the City has been obtained. No right under this Order, nor any claim for money due, or to become due hereunder, shall be asserted against the City, or persons acting for the City, by reason of any so-called assignment of this Order or any part thereof, or to become due under this Order. The instrument of assignment shall contain a clause subordinating the claim of the assignee to all prior liens for services rendered or goods supplied.

Should any subcontractor fail to perform in a satisfactory manner the work undertaken by subcontractor, the subcontract shall be immediately terminated by Seller upon notice from the City. Seller shall be fully responsible and accountable to the City for the acts and omissions of any subcontractors, and of persons directly or indirectly employed by the subcontractor, as it is for the acts and omissions of persons directly employed by Seller. Nothing contained herein shall create any contractual relationship between any subcontractor and the City.

4. DELIVERY: All ordered goods shall be delivered F.O.B. destination, delivery charges prepaid, unless otherwise shown on the front of this Order. The goods shall be delivered to the location below unless otherwise shown on the front of the Order:

CITY OF SANTA ROSAMUNICIPAL SERVICE CENTER WAREHOUSE

55 STONY POINT ROADSANTA ROSA, CA 95401

Delivery will be made on or before the date indicated on the front of this Order. Seller shall be liable for damages resulting from Seller’s failure to deliver by the delivery date or in conformance with this Order. Goods or the tender of delivery that fail in any respect to conform to be the Order will not be accepted unless the City gives its written acceptance.

Exhibit E-6 - RFQ No. 901277Page 1

5. INSPECTION: The City reserves the right before payment or acceptance to inspect all goods and workmanship, and, shall have the right to reject all goods and workmanship that do not conform to the Order, provided; however, the city is under no duty to make such inspection. The City reserves the right to extend the date of acceptance of goods or workmanship in the event it determines that the nonconforming goods or workmanship can be seasonably cured.

6. TITLE: Title to goods shall pass to the City at the F.O.B. point designated under Section 4 DELIVERY, subject to the City’s right to reject the goods.

7. ACCEPTANCE AND PAYMENT: Acceptance shall be made when the City determines the goods or services conform to the Order, or when City notifies Seller that it will accept the goods or services despite nonconformity. Unless otherwise stated in the Order, payment terms are net 30 days. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in the Seller’s invoice. Payment will be scheduled upon complete delivery and acceptance of all goods or services and receipt of an original and one copy of an invoice acceptable to the City. Invoices for goods or services provided in June or for any goods or services not previously invoiced shall be submitted to City no later than July 10 to facilitate City fiscal year end closing. The City reserves the right to withhold up to ten (10%) percent of the Order price in the even it conditionally accepts nonconforming goods or services. In connection with any cash discount specified in this Order, time will be computed from the date of the complete acceptance of the goods or services, or from the date correct invoices are received at the location specified on the Order, whichever date is later. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of the City warrant or check.

8. MATERIALS : Unless otherwise specified in the Order, materials used shall be of new and recent manufacture and of best quality.

9. WARRANTY: Seller warrants that all goods and services provided to City are free from defects. At no cost to the City, Seller shall furnish and install all parts and pay any costs to repair goods or materials damaged by defective workmanship during Sellers and Manufacturer’s warranty period.

10. TERMINATION OF CONTRACT TO PURCHASE: If at any time, 1) Seller fails to conform to the requirements of this Order or breaches any of the Terms and Conditions of the Order; or 2) Seller seeks relief under any law for the benefit of insolvents or is adjudicated bankrupt; 3) any legal proceedings are commenced against Seller which may interfere with Seller’s performance hereunder; or 4) Seller has failed to supply an adequate working force, or material of proper quality, or has failed to deliver goods or in any other respect to prosecute the work with the diligence and force specified and intended herein, notice thereof may be served in writing upon Seller, and should Seller reject or refuse to provide the means for the satisfactory conformance with this Order as directed by the Purchasing Agent within the time specified in such notice, the City in any such case shall have the right and power at its option and without prejudice to any other right it may have, to terminate the Order.

11. TERMINATION FOR CONVENIENCE: This Order may be terminated by the City by giving ten (10) days notice to Seller in writing of its intent to terminate the Order. Upon such termination, Seller shall submit to the City an itemized statement of services performed or goods delivered as of the termination date.

12. LEGALITY: If any provision of this Order is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


13. CALIFORNIA LAW; VENUE: This Order shall be governed according to the laws of the State of California. The adjudication of any disputes related to this Order shall occur exclusively and solely in Sonoma County.

14. COMPLIANCE WITH LAWS AND REGULATIONS: All materials, parts and equipment furnished pursuant to this Order shall be in compliance with the laws and regulations of the State of California and of the Occupational Safety and Health Administration (“OSHA”). Seller shall, if requested by the City, supply certification and evidence of such compliance.

15. PATENTS AND ROYALTIES: All costs, fees, royalties and claims for any patented invention, article, process or method that may be used upon or in any manner connected with the supply of goods herein shall be paid by the Seller. Should the Seller, its agents or employees or any of them be enjoined from furnishing or using any invention, article, material or plans supplied or required to be supplied or used under the terms herein, Seller shall promptly substitute other articles, materials or appliances in lieu thereof of equal finish, efficiency, quality, suitability and market value and satisfactory in all respects to City. In the event that the City elects, in lieu of such substitution, to have supplied and to retain and use any inventions, articles, materials, or plans as may be required to be supplied, Seller shall pay such royalties and secure such valid licenses as may be requisite for City, its officers, agents and employees, or any of them to use such invention, article, materials or appliances without being disturbed or in any way interfered with by any proceeding at law or equity on account thereof. Should Seller neglect or refuse to make the substitution promptly or to pay such royalties and secure such licenses as may be necessary, then City shall have the right to make such substitution or City may pay such royalties and secure such licenses and charge the Seller even though final payment under the contract may have been made.

16. INDEMNIFY AND HOLD HARMLESS AGREEMENT: Seller shall indemnify, defend and hold harmless City and its employees, officials, and agents, from and against any liability, (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual , alleged or threatened, interest, defense costs, and expert witness fees), where the same arises out of the performance of this Order by Seller, its officers, employees, agents, or subcontractors, excepting only that resulting from the sole active negligence or intentional misconduct of the City, its employees, officials, or agents. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Seller or its agents, under workers' compensation acts, disability benefits acts or other employees' benefits acts. Seller shall be liable to the City for any loss of or damage to City property arising from Seller’s negligence or willful misconduct.

17. RETENTION OF RECORDS: Seller shall be required to retain any records necessary to document the charges for goods provided and services performed and make such records available to the City for inspection at the City’s request for a period of four years.

18. PERFORMANCE OF SERVICES: With respect to the performance of services under this Order, Seller shall perform all services in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Seller’s trade or profession. Seller hereby warrants that all work will be performed in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of Seller’s work by the City shall not operate as a waiver or release. Seller shall assign only competent personnel to perform services hereunder. In the event that at any time the City, in its sole discretion, desires the removal of any person or persons assigned to perform services hereunder, Seller shall remove such person or persons immediately upon written notice from City. Seller shall perform the services described on the Order within the time or dates set forth therein.


19. Omitted.

20. INDEPENDENT SELLER: The parties intend that Seller, in performing services herein specified, shall act as an independent Seller and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other employers while it is under contract with City. Seller is not to be considered an agent or employee of City and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by City for its employees.

21. BUSINESS TAXES: Seller shall pay to the City, when due, all business taxes payable by Seller under the provisions of Chapter 6-04 of the Santa Rosa City Code. The city may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to the Seller.


EXHIBIT E - 7COUNTY OF ALAMEDA – STANDARD SERVICES

AGREEMENT – TERMS AND CONDITIONS

This Agreement, dated as of ___________________, 2013, is by and between the County of Alameda, hereinafter referred to as the “County”, and___________________, hereinafter referred to as the “Contractor”.

WITNESSETH

Whereas, County desires to obtain ________________________________services which are more fully described in Exhibit A hereto (“_____________Services”); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide ___________Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of ServicesExhibit B Payment TermsExhibit C Insurance RequirementsExhibit D Debarment and Suspension CertificationExhibit E Iran Contra Declaration

The term of this Agreement shall be from ___________________through ___________

The compensation payable to Contractor hereunder shall not exceed (dollar amount written out) ($____________) for the term of this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA CONTRACTOR/COMPANY NAME

By:______________________________Signature

By:_____________________________Signature

Name:____________________________(Printed)

Name:__________________________(Printed)

Title: President of the Board of Supervisors Title:___________________________

Date:___________________________

Approved as to Form:

By:________________________________County Counsel Signature

By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement


GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers’ Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor’s failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers’ compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week’s notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively


“Liabilities”) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees’ Retirement Association (ACERA) or California Public Employees’ Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor’s available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor’s insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor’s excess and umbrella insurance shall also apply on a primary and non-contributory basis for the benefit of the County before County’s own insurance policy or self -insurance shall be called upon to protect it as a named insured.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS’ COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.


6. CONFORMITY WITH LAW AND SAFETY:a. In performing services under this Agreement, Contractor shall observe and comply with

all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor’s failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor’s performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.


9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 11 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

11. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.


Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA __________________________________________________________Attn:________________________

To Contractor: _______________________________________________________________________________________Attn:________________________

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

12. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

13. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an “Equal Opportunity Employer” or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.


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

e. The Contractor shall include the provisions set forth in paragraphs A through D (above) in each of its subcontracts.

14. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement

15. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor’s books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

16. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.


TERMINATION: The County has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate or suspend the Contractor’s work, the Contractor shall be entitled to payment for goods provided hereunder and accepted by County prior to the effective date of said suspension, termination or abandonment.

17. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

18. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

19. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

20. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

21. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

22. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

23. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

24. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor


prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor’s performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County’s request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

25. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the County’s prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County’s prior written approval.

c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including, without limitation, Exhibit C. Contractor shall verify subcontractor’s compliance.

d. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

26. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), and Conflict of Interest (Paragraph 10), shall survive termination or expiration.

27. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

28. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

29. EXTENSION: This agreement may be extended for two additional one year terms by mutual agreement of the County and the Contractor


30. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

31. APPROPRIATE CONDUCT: Proper conduct is expected of Contractor’s personnel when on County premises. This includes adhering to no-smoking ordinances, the drug-free work place policy, not using alcoholic beverages and treating employees courteously. County has the right to request removal of any Contractor employee or subcontractor who does not properly conduct himself/herself/itself or perform quality work. Contractor personnel shall be easily identifiable as non-County employees (e.g., work uniforms, badges, etc.).

32. GENERAL ENVIRONMENTAL REQUIREMENTS: Contractor shall adhere to the following policies during performance under this Agreement.

a. Measure D Requirements: It is the objective of the County to purchase products with the lowest overall environmental impact from manufacturing through end of life and to procure services that achieve this same objective. To meet this objective, environmental factors and product attributes are evaluated in the procurement process. The County is mandated under Measure D to divert at least seventy five percent (75%) of material from landfill through recycling and source reduction and to encourage markets for environmentally preferable goods through its procurement process.

b. Regulatory and Environmental Compliance: Manufacturers and service providers will be in compliance with all local, state, and federal environmental and worker health and safety regulations that apply to their operation.

c. Recycled Content: All products for which the EPA has established minimum recycled content standard guidelines, such as those for printing and janitorial papers, construction, parks and recreational materials, etc., will contain the highest post-consumer content practicable, but no less than the minimum recycled content standards established by the EPA Guidelines. See the EPA website at http://www.epa.gov/epawaste/conserve/tools/cpg/index.htm for a list of recycled content guidelines.

d. Environmentally Friendly Packaging: Alameda County is an environmentally responsible employer and seeks all practical opportunities for waste reduction and recycling. The County, therefore, encourages its contractors to reduce waste volume and toxicity by using environmentally friendly packaging material whenever possible. Options may include backhauling product packaging to the supplier for reuse or recycling, shipping in bulk or reduced packaging, using soy bean-based inks for packaging printing, using recycled product packaging or using recyclable or reusable packaging material. The County encourages all bidders and contractors for goods and services to adhere to these principles where practicable.


http://www.epa.gov/epawaste/conserve/tools/cpg/index.htm

e. Source Reduction and Packaging (only applicable when products are furnished): The County has a strong commitment to source reduction, minimizing waste generation, and reducing the County’s expenditure on waste disposal and recycling. Bidders shall provide bulk packaging, reusable, or minimal packaging in providing products to the County. Packaging will be both made from recycled materials and be recyclable. Contractors should explore and provide opportunities for the reuse of packaging materials. In the bid response, Bidders shall include a written summary of their planned efforts to minimize the amount of packaging and shipping materials and should describe the post-consumer recycled content of those materials. Packaging shall not contain inks, dyes, pigments, stabilizers, or any other additives to which any lead, cadmium, mercury, and hexavalent chromium has been intentionally introduced. The sum of the concentration levels of lead, cadmium, mercury, and hexavalent chromium shall not exceed one hundred (100) parts per million by weight. Packaging is discussed further in the “Technical and Performance Specification” section.

f. Pallets and Large-Volume Packaging: Pallets and large-volume packaging materials will be taken back by the Contractors. The County encourages the use of pallets that meet the EPA’s minimum post-consumer recycled content guidelines for pallets that can be found at http://www.epa.gov/epaoswer/non-hw/procure/products/pallets.htm. In the case of large-volume packaging, the County prefers that the vendor reuse or recycle the material.

g. Persistent Bioaccumulative Toxins: In January 2002, the County passed a resolution “to encourage the reduction and where feasible, the elimination of [persistent, bioaccumulative and toxic chemical] (PBT) emissions…” The United States Environmental Protection Agency has established a list of twelve priority PBTs including dioxins, polychlorinated biphenyls, mercury and its compounds, lead and others. The most current list can be found at the EPA’s website at www.epa.gov/opptintr/pbt/. Additionally, PBTs are listed in the CCR in Section 66261.24. Contractors must provide products and services that allow the County to comply with the PBT Resolution and must complete the certification statement included in the Attachments. The Resolution requires that the County eliminate and reduce the procurement of products and services which contain or cause the generation and release of PBTs into the environment during their manufacture, use, or destruction/disposal. Bidders should provide products that do not contain, use, or generate PBTs. If no alternative materials are available, Bidders should notify the County in writing prior to providing such materials to the County or using these materials when providing services to the County.

h. Usage and Environmental Performance Reporting: The County requires regularly scheduled usage reporting from vendors for the purposes of tracking environmental purchasing performance. Requirements are discussed in greater detail in the section titled, “Deliverables/Reports.” The County will work with the successful Bidder to finalize the content and timing of these reports. It is highly desirable for vendors to provide annual environmental performance reports describing the vendor’s environmental performance of their products and operations.


http://www.epa.gov/opptintr/pbt/

http://www.epa.gov/epaoswer/non-hw/procure/products/pallets.htm

i. Green Building: The County passed a green building ordinance in the year 2002 that requires County construction projects to be built to a Leadership in Energy and Environmental Design (LEED™) Silver standard and diversion of construction materials from landfill. Procurement of materials used in the construction, operation, and maintenance of buildings as well as furniture, fixtures, and other interiors will emphasize purchasing of recyclable, durable, energy-efficient and low-environmental impact products.

j. Energy Reduction, Global Warming: In order to reduce the generation of global warming gases, as well as the County’s operating costs; contractors are expected to provide energy-efficient products to the County. All products for which the EPA Energy Star certification is available shall meet Energy Star certification. When Energy Star labels are not available, energy-efficient products that are in the upper twenty five percent (25%) of energy efficiency as designated by the Federal Energy Management Program are required. In addition, the County encourages contractors to implement energy reduction measures in their respective operations.

k. Ozone Depleters: Many products contain chlorofluorocarbons (CFC's), known depleters of ozone in the atmosphere. Under the U.S. Clean Air Act and the Montreal Protocol on Substances That Deplete the Ozone Layer, CFC production for use in industrialized nations were to be totally phased out by January 1, 1996. There are still many products on the market that contain CFC's or are made with CFC's. Contractors must identify products made with or containing CFC's and must provide alternative products whenever practical and possible.

l. Material Safety Data Sheets (MSDS’s): MSDS's for all hazardous substances must be included with each shipment.

[END OF GENERAL TERMS AND CONDITIONS]


EXHIBIT ADEFINITION OF SERVICES

1. Contractor shall provide to County the vehicles with the specifications as identified in the attached, Exhibit A-1.

2. This Exhibit A, including its attachments, has been drafted to include the requirements contained in the Request for Quotation No. 900XXX, including any addenda, specifically including Exhibit X of the RFQ), the proposal response of Contractor (Response), and additional services that the County obtained through negotiations, if any. In the event of any conflict (direct or indirect) among any of the exhibits, the RFQ and the Response, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that this Exhibit A including all attachments, the scope of work described in the RFQ and the scope of work described in Contractor’s proposal shall be performed to the greatest extent feasible.

3. The RFQ and Response may be relied upon to interpret this Contract and shall be applied in such a manner so that the obligations of the Contractor are to provide the County with the broadest scope of services for the best value.

4. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

EXHIBIT BPAYMENT TERMS

1. County will use its best efforts to make payment to Contractor upon successful completion and acceptance of the following services listed within thirty (30) days upon receipt and approval of invoice.2. Invoices will be reviewed for approval by the County, by ______________.

3. Total payment under the terms of this Agreement will not exceed the total amount of ___________________. This cost includes all taxes and all other charges.

4. Upon award of this Agreement by County, County and Contractor shall forthwith jointly create a schedule governing the timely performance of Contractor’s services hereunder. The agreed upon schedule shall be incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall perform all services under this Agreement in conformance with the schedule.


EXHIBIT E – 8COUNTY OF SONOMA (AND SONOMA COUNTY WATER

AGENCY) STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS AND BLANKET PURCHASE ORDERS

1. Payment Terms.

1.1 Price . No changes in price, quantity or merchandise will be recognized by the County without written notice of acceptance thereof by the Purchasing Agent prior to the shipment of goods or installation of the materials or performance of services. No charge will be allowed for packing, boxing, or cartage, except when otherwise specified in this contract. The County is exempt from the payment of federal excise tax. Therefore federal excise tax shall not be included in the price of the goods. Unless otherwise definitely specified, Vendor herby understands and acknowledges that the prices quoted herein do not include California Sales and Use Tax or Sonoma County Sales and Use Tax.

1.2 Cash Discounts. In connection with any cash discount specified in this contract, time will be computed from the date of completed delivery of the goods or the completion of the performance of services as specified, or from the date that correct invoices are received if the latter date is later than the date of delivery and/or performance. For the purpose of earning the discount, payment shall be deemed to have been made on the date of mailing of the County warrant or check.

1.3 Invoices. Upon submission of itemized invoices in duplicate, payment shall be made of the prices stipulated herein for goods or materials delivered or services rendered and accepted less deductions, if any) as herein provided. Payment on partial deliveries or services may be made whenever amounts due so warrant or when requested by the Vendor and approved by the Purchasing Agent.

2. Requirements Concerning Goods.

2.1 Shipment.

2.1.1 Delivery. Vendor shall deliver the goods in accordance with the delivery schedule set forth in this contract. If the time for delivery is stated as a number of days, it shall mean calendar days. Goods will not be accepted if shipped C.O.D. Title to the goods purchased hereunder shall pass to the County at the F.O.B. point designated on the face hereof, subject to the County's right to reject the goods.

2.1.2 Inspection. The County shall have the right to inspect the goods prior to payment and acceptance. Notwithstanding anything stated to the contrary herein, if on inspection, the County determines that the goods do not conform to the contract requirements, the County shall have the right to preserve and keep, at no expense to the County, a small sample of the goods tendered for the purpose of having evidence of the tendered goods' kind and quality.

2.1.3 Risk of Loss. The risk of loss of the goods shall not pass to County until County actually receives and accepts the goods from Vendor.


2.2 Force Majeure. The County shall not be liable for failure to take delivery of the goods attributable to any of the causes specified in this paragraph if they render it commercially impractical for the County to receive the goods. When either Vendor or the County claims an excuse for nonperformance under this paragraph, they must give reasonable notice to the other party.

3. Performance of Services.

3.1 Standard of Care. Vendor shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Vendor's trade or profession. Vendor hereby warrants that all its work will be performed in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Vendor's work by County shall not operate as a waiver or release.

3.2 Assigned Personnel. Vendor shall assign only competent personnel to perform work hereunder. In the event that at any time County, in its sole discretion, desires the removal of any person or persons assigned by Vendor to perform work hereunder, Vendor shall remove such person or persons immediately upon receiving written notice from County.

3.3 Completion. Vendor shall perform the services described in this contract within the time or dates set forth herein.

3.4.4 Documentation and Material Breach: County, at its sole discretion, may require Vendor to submit Certificates of Insurance, endorsements and other documentation of the required insurance. Upon County's written request, Certificates of Insurance and/or endorsements shall be provided within seven (7) days of County’s request. Certified copies of insurance policies shall be submitted within thirty (30) days of County's request. Vendor's indemnity and other obligations shall not be limited by the foregoing insurance requirements. If Vendor, for any reason, fails to maintain insurance coverage, which is required pursuant to this contract, the same shall be deemed a material breach of this contract. County, at its sole option, may terminate this contract and obtain damages from Vendor resulting from said breach. Alternatively, County may purchase the required insurance coverage, and without further notice to Vendor, County may deduct from sums due to Vendor any premium costs advanced by County for such insurance. These remedies shall be in addition to any other remedies available to County.

3.4.5 Attached Agreement for Services: If an Agreement for Services attached to this contract specifies requirements for insurance, the insurance requirements included in the attached Agreement for Services shall supersede the insurance requirements in this Section 3.4.

3.5. Representations and Covenants of Vendor.

3.5.1 Status of Vendor. The parties intend that Vendor, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. Vendor is not to be considered an agent or employee of County and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits County provides its employees. In the event County exercises its right to terminate this contract, Vendor expressly agrees


that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees.

3.5.2 Taxes. Vendor agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this contract and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes.

3.5.3 Records Maintenance. Vendor shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this contract and shall make such documents and records available to County for inspection at any reasonable time. Vendor shall maintain such records for a period of three (3) years following completion of the work hereunder.

4. Termination. At any time and without cause, the County shall have the right, in its sole discretion, to terminate this contract by giving five (5) calendar days written notice to Vendor. In the event of such termination, Vendor shall only be entitled to payment for those goods that have been delivered and accepted by the County or services satisfactorily rendered through the date of termination.

5. Title to Goods; Infringement. Vendor warrants that it has title to the goods and that they are not subject to a security interest, lien, or other encumbrance. The Vendor shall hold the County, its officers, agents, servants and employees, harmless from liability of any nature or kind because of use of any copyrighted, or non-copyrighted composition, secret process, patented or unpatented invention, articles or appliances furnished or used under this contract, and agrees to defend, at Vendor's sole expense, any and all actions brought against the County or the Vendor because of the unauthorized use of such articles.

6. Warranty.

6.1 Warranty for Goods. Vendor warrants to the County and/or County customers that any and all goods covered by this contract will be new unless otherwise specified and will conform to the drawings, specifications, samples, description and time provisions furnished by the County and will be of first-class material and workmanship and free from defect. In the event of a defect, malfunction, or failure of the goods to conform to this warranty, the County shall have the right to require the Vendor to repair or replace the goods without charge within five (5) business days from being notified of the defect. If the Vendor cannot replace the goods and repair either is not commercially practicable or cannot be made within such five (5) business day period, the County shall have the right to require the Vendor to refund the purchase price. Defective goods rejected by the County may, without prejudice to any other legal remedy (including, without limitation, incidental and consequential damages) be held at Vendor's risk and returned to Vendor at Vendor's expense. This warranty shall not be deemed to be waived by the County for any reason, including, without limitation, the County's acceptance of the goods or the County's failure to notify Vendor thereof. Further, the failure of the County to reasonably specify any defects in rejected goods shall not prevent the County from relying on the defect to establish a breach, even though the Vendor could have cured the defect on proper notification.

6.2 Warranty for Services. Vendor warrants to County that any and all materials and equipment furnished under this contract will be new unless otherwise specified and that all services


will be of good quality, free from faults and defects and in conformance with the contract. Neither final payment nor inspection of Vendor's services shall constitute an acceptance of services not done in accordance with this contract or relieve Vendor of liability in respect to any express warranties or responsibilities for faulty material or workmanship. Upon request of County, Vendor shall immediately remedy any defects in the services, materials and/or equipment and pay for any damage resulting there from. The County shall have the unqualified option to make any needed replacement or repairs itself or to have such replacements or repairs done by the Vendor. In the event the County elects to have said work performed by the Vendor, the Vendor agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within a reasonable time after the receipt of demand from the County; however, in no event shall such period exceed fifteen (15) calendar days. If the Vendor shall fail or refuse to comply with its obligations under this section, the County shall be entitled to all costs and expenses, including attorney's fees, reasonably incurred by reason of the said failure or refusal.

7. Indemnification. Vendor agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to County, and to defend, indemnify, hold harmless, reimburse and release County, its officers, agents, and employees, from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys’ fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by County to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including Vendor, arising out of or in connection with the performance of Vendor hereunder, whether or not there is concurrent negligence on the part of County, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of County. If there is a possible obligation to indemnify, Vendor’s duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. County shall have the right to select its own legal counsel at the expense of Vendor, subject to Vendor’s approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Vendor or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts.

8. Remedies. In the event of a default hereunder by the Vendor, County may pursue any one or more of the following remedies:


8.1 County's Right to Cover. In the event any item furnished by the Vendor in the performance of this contract should fail to conform to the specifications therefore, or to the same submitted by the Vendor with its bid, the County may reject the same, and require the Vendor to reclaim and remove the same forthwith, without expense to the County, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Vendor fail, neglect or refuse so to do the County shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to the Vendor the difference between the prices named in the contract and the actual cost thereof to the County. In the event the Vendor shall fail to make prompt delivery, as specified of any item, the same conditions as to the rights of the County to purchase in the open market and to reimbursement set forth above shall apply. Cost of inspection of deliveries which do not meet specifications will be the responsibility of the Vendor and will be deducted from any moneys due or that may thereafter become due to the Vendor.

8.2. County's Right to Terminate this Contract. Every tender of goods must fully comply with all provisions of this contract and nothing in this contract shall be construed as restricting or limiting the County's right to demand exact performance with respect to each and every installment delivery. County shall have the right to treat any nonconforming installment shipment as a breach of the entire contract and terminate the contract for any such breach. If County pursues this remedy, Vendor shall not have the right to substitute a conforming tender, whether or not the nonconforming delivery may be seasonably cured.

8.3 County's Right to Incidental Damages. The County shall be entitled to recover as incidental damages, in addition to those provided for in the Uniform Commercial Code, the following: (a) a reasonable rental charge for goods leased while the County effectuates a purchase elsewhere; and (b) any expenses incurred in leasing substitute goods for use until the County procures goods elsewhere.

8.4 Remedies Not Exclusive: The rights and remedies of the County provided hereunder shall not be exclusive and are in addition to any other rights and remedies provided by the law or under this contract.

9. Nondiscrimination. Vendor shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, or other prohibited basis. In addition, vendor agrees to comply with the provisions of Article II of Chapter 19 of the Sonoma County Code, prohibiting discrimination in housing, employment, and services because of AIDS or HIV infection during the term of this contract and any extensions of the term. All nondiscrimination rules or regulations required by law to be included in this contract are incorporated by this reference.

10. General Provisions.


10.1 Assignment. No right or interest in this contract may be assigned by Vendor without the written permission of the County, and no delegation of any obligation owed by Vendor may be made without the written permission of the County. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes.

10.2 No Waiver of Breach. The failure of the County to object to the manner of performance of any of the terms of this contract shall not be considered a waiver of any rights or remedies, past, present, or future. The failure of the County to object to a nonconforming performance shall not be construed as an acceptance of or acquiescence in the performance. The County reserves the right to insist upon strict compliance with this contract at all times.

10.3 Applicable Law and Forum. This contract shall be construed and interpreted according to the substantive law of California excluding the law of conflicts. Any action to enforce the terms of this contract or for the breach thereof shall be brought and tried in the County of Sonoma.

10.4 Merger; Modifications. The parties intend this writing to be the final expression of their agreement and it is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this contract. Acceptance or acquiescence in a course of performance rendered under this contract shall not be relevant to determine the meaning of this contract even when the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. No modification of this contract shall be effective unless and until such modification is evidenced by a writing signed by the Vendor and the Purchasing Agent. In the event of a conflict between these standard terms and conditions and any additional terms and conditions, the provisions of these standard terms and conditions shall prevail over an identified conflicting provision of these standard terms and conditions.

10.5 Construction. To the fullest extent allowed by law, the provisions of this contract shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and agree that in the event that any provision of this contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

10.6 No Suspension or Debarment. Vendor warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. Vendor also warrants that it is not suspended or debarred from receiving federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the General Services Administration. If Vendor becomes debarred, Vendor has the obligation to inform the County.


EXHIBIT E - 9MARIN MUNICIPAL WATER DISTRICT TERMS AND

CONDITIONSA. ENTIRE AGREEMENT. This Purchase Order ("Order") together with any attached drawing or specifications constitutes the entire agreement between the parties. No other terms shall be binding on DISTRICT unless accepted in writing by the person who signed this Purchase Order on behalf of DISTRICT. These TERMS AND CONDITIONS shall govern this Order. In the event of any conflict between the printed provisions of this Order and those of SELLER'S offer or acceptance, the provisions of this Order shall prevail.

B. ACKNOWLEDGMENT OF PURCHASE ORDER. If an Order that DISTRICT sends to SELLER is not returned within seven (7) working days of SELLER'S receipt of it, the DISTRICT will deem the Order to have been accepted by SELLER and thereby a CONTRACT entered into by both parties.

C. CHANGES. DISTRICT may make changes in any terms and conditions governing this Order at any time. If any change causes a change in the price of this Order or in the time required for its performance, SELLER shall promptly submit its claim for adjustment in writing to DISTRICT. All changes shall be by confirmed written amendment issued by DISTRICT. Nothing in this clause excuses SELLER from proceeding immediately with this Order as changed.

D. CANCELLATION, DEFAULT AND EXCESS REPROCUREMENT LIABILITY. DISTRICT reserves the right to cancel this Order at any time prior to acceptance and for any reason, upon written notice to the SELLER. If SELLER fails, after reasonable notice by DISTRICT, to cure a deficiency in performance or lack of progress, DISTRICT shall have such additional remedies as may be available, whether or not it terminates this Order, including, but not limited to, the payment by SELLER to DISTRICT of all expenses incurred by DISTRICT in procuring from another source the same or similar goods or services that SELLER failed to furnish satisfactorily.

E. INSPECTION AND ACCEPTANCE. All items are subject to final inspection and acceptance by DISTRICT at destination, notwithstanding the fact that the DISTRICT may have made a prior payment. SELLER is to pay transportation charges to remove rejected materials or products.

F. DELIVERY CHARGES. If price quoted on this Order includes an additional charge for delivery from point of origin, SELLER shall show such delivery charge on the invoice as a separate item and such charge shall not be subject to California State Sales/Use Tax. No additional charge for transportation, containers, packing, etc. will be allowed unless so specified in this Order.

G. PAYMENT. Each Order and shipment shall be invoiced separately. Payment shall be made within thirty (30) days of DISTRICT's acceptance of the invoice. All invoices and packing slips/bills of lading shall reflect the DISTRICT'S Purchase Order number.

H. WARRANTY. The SELLER warrants that all materials furnished (1) shall meet all requirements and conditions of the DISTRICT'S Order and manufacturer's warranty, (2) shall be free from defects in design, material and workmanship; and (3) shall be fit for the purposes intended. The Seller agrees that byacceptance of this warranty and acceptance of materials and supplies provided by the Seller, the District does not waive any warranty, either expressed or implied, in California Commercial Code Sections 2312-2317, inclusive.

I. TITLE AND RISK OF LOSS. Unless otherwise provided in this Order, SELLER shall have title to and bear the risk of any loss or damage to the goods ordered until they are delivered in conformity with this Order at the specified F.O.B. point. Upon such delivery, title shall pass from the SELLER to DISTRICT and SELLER'S responsibility for damage shall cease, except for loss or damage occurring prior to or upon delivery, or loss or damage resulting from SELLER'S negligence. Passing of title upon such delivery shall not constitute acceptance of the goods or services by the DISTRICT.

J. ASSIGNMENT AND SUBCONTRACTING. Neither this Order nor any interest herein nor any claim hereunder shall be assigned or subcontracted voluntarily or by operation of law, without the prior written consent of DISTRICT. No such consent shall relieve SELLER of its obligations to comply fully with therequirements thereof.


K. INDEMNIFICATION / INFRINGEMENT OF PATENTS / INSURANCE. SELLER shall indemnify, hold harmless, defend and release DISTRICT and its directors, officers, employees, volunteers and agents against all suits, claims losses that may be based on any injury or damage to, or death of any person orany damage to property that may occur, or that may be alleged to have occurred, arising from the performance of this Order by the SELLER and/or the goods purchased, whether or not it shall be claimed that the injury was caused through a negligent act or omission of SELLER or its employees or other agents. SELLER shall, at its own expense, pay all charges of attorneys and all costs and other expenses arising or incurred in connection with such suits, claims or losses. If any judgement shall be rendered against DISTRICT in connection with any such suit, claim or loss, SELLER shall at its own expense satisfy and discharge it. Without limiting the generality of the foregoing, SELLER agrees that it will, at its own expense, defend all suits and proceedings against DISTRICT and pay any award of damages assessed against DISTRICT based on any claim that the materials or equipment provided under this Order, or any part thereof, or any tool, article or process used in the manufacture thereof constitutes an infringement of any patent issued by the United States. SELLER shall maintain public liability insurance policies covering personal injury and property damage and products liability insurance policies with terms and limits and in companies satisfactory to DISTRICT and shall maintain proper worker's compensation and employer's liability insurance covering all of its employees engaged in the performance of work under this Order.

L. COMPLIANCE WITH LAWS. SELLER'S acceptance of this Order certifies that goods and services sold and furnished to DISTRICT by SELLER are produced and sold in conformity with all applicable federal, state and local laws, rules, ordinances and regulations.

M. ENVIRONMENTAL COMPLIANCE. SELLER shall comply with applicable environmental statutes, regulations and guidelines in performing the work under this Order, including laws on the disposal of hazardous wastes. SELLER shall bear full and exclusive responsibility for any release of hazardous or nonhazardous substances or disposal of hazardous wastes during the course of performance of this Order. SELLER shall be solely responsible for all claims and expenses associated with the disposal of hazardous wastes or with the response to or removal of any release, including without limit, payment of any fines or penalties levied against DISTRICT by any agency as the result of such release. SELLER shall hold harmless, indemnify and defend DISTRICT from any claims, suits, actions, costs or expenses arising from such disposal or release.

N. INDEPENDENT CONTRACTOR. SELLER, and any agents and employees of SELLER, in the performance of this Order, shall act in an independent capacity and not as officers, employees or agents of the District.

O. TIME OF ESSENCE / BINDING ON SUCCESSORS. Time is of the essence of each and all provisions of this Order. The provisions of this Order shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto.

P. NO WAIVER. Failure of DISTRICT to insist upon strict performance of any of the terms and conditions hereof, or failure to delay to exercise any rights or remedies or to properly notify SELLER in the event of breach, or the acceptance of or payment for any goods hereunder, shall not release SELLER of any of the warranties or obligations of this Order and shall not be deemed a waiver of any right of DISTRICT to insist upon strict performance hereof.

Q. GENERAL. The definition of terms used, interpretation of this Order and the rights of all parties hereunder shall be construed and governed by the laws of the State of California, including but not limited to the California Commercial Code. DISTRICT means the Marin Municipal Water District. SELLER means the person, firm or corporation to which this Order is addressed.
