AGREEMENT FOR LEGAL SERVICES BETWEEN THE CITY OF SAN DIEGO AND NIXON PEABODY LLP IN CONNECTION WITH THE NAN DIEGO STADEUM FROJECT 4824-8614-I987J Article I Article II Article Article IV i 4824-86l4-1987J TABLE OF Lew Firm Sewicee Scope of Services Contract Administrator City Modification of Scope of Services Written Authorization Con?dentiality of Services Joint Representation, Con?icts Post?Engagement Matters w?twwdi?hr?awy?n Duration of Agreement 2.1 Tenn of Agreement 2.2 Time of Essence 2.3 Noti?cation of Delay 2.4 Delay 2.5 City?s Right to Suspend for Convenience 2.6 City?s Right to Terminate for Convenience 2.7 City?s Right to Terminate for Default Compensatien 3.1 Amount of Compensation 3.2 Additional Services 3.3 Manner of Payment 3 .4 Additional Costs Lew Finn?s Gnligetiens 4.1 Industry Standards 4.2 Right to Audit 4.2.1. Access 4.2.2. Audit 4.2.3. City?s Right Binding on Subcontractors 4.2.4. Compliance Required before Mediation or Litigation 4.3 insurance 4.4 Subcontractors 4.4.1 Subcontractor Contract 4.5 Contract Activity Report 4.6 Non?Discrimination Requirements 4.6.1. Compliance with the City?s Equal Opportunity Contracting 4.6.2. Non?Discrimination Ordinance 4.6.3. Compliance Investigt tions Article Article VI Article VII 2 4.7 Drug?Free Workplace 4.7.1 Law Finn?s Notice to Employees 14.7.2 Drungree Awareness Program 4.7.3 Posting the Statement 4.7.4 Snbcontractor?s Agreements 4.8 ADA Certi?cation 4.9 Equal Bene?ts 4.10 Product Endorsement 4.1 1 Conflict of Interest 4.11.1 4.12.2 4.12 Mandatory Assistance 4.13 Compensation for Mandatory Assistance 4.14 Attorney Fees related to Mandatory Assistance 4.15 Submittals Indemnification 5.1 Indemni?cation and Hold Harmless Agreement. Intellectual Property Rights- 6.1 Worknfor Hire 6.2 Rights in Data 6.3 Intellectual Property Rights Assignment 6.4 Moral Rights 6.5 Subcontracting 6.6 Publication 6.7 Intellectual Property Warranty and Indemni?cation 6.8 Enforcement Costs Miscellaneous 7.1.1 Notices 7.1.2 Headings 7.1 .3 NonmAssigmnent 7.1.4 Independent Contractors I 7.1.5 Law Firm and Subcontractor Principals for Law Firm Services 7.1.6 Covenants and Conditions 7.1.7 Compliance with Controlling Law 7.1.8 Jurisdiction and Attorney Fees 7.1.9 Successors in Interest 7.1.10 Integration 7.1.11 Counterparts 7.1.12 No Waiver . .13 Severability . .14 Additional Law Firms or Contractors . .15 Employment of City Staff .16 Municipal Powers .17 Drafting Ambiguities 1 2 7. . 9 Exhibits Incorporated 7. . 0 Survival of Obligations Exhibit A - I Scope of Services Exhibit - Compensation and Fee Schedule Exhibit Time Schedule Exhibit Insurance Exhibit - City?s Equal Opportunity Contracting Program Law Firm Requirements (AA) Work Force Report (BB) Subcontractors List (CC) Contract Activity Report Exhibit Law Firm Certi?cation for a Drug?Free Work-place Exhibit Vendor Registration Form 3 4824?86Mu1987,l AGREEMENT BETWEEN THE CITY OF SAN DIEGO AND NIXON PEABODY LLP FGR LEGAL SERVICES The City of San Diego, a municipal corporation (City), and Nixon Peabody LLP (Law Firm) enter into this Agreement as of April 9, 2015 ?(i?Effective Date?) for the Law Firm to provide legal services to the City. RECITALS The City and the County of San Diego (County)(collectively, the Agencies) have entered into a Memorandum of Understanding (MOU) to share costs related to the joint retention of expert consultants to advise the City and County on stadium ?nancing options for a new professional football stadium and related matters (the Stadium Project). The City and the County want?to retain the services of a law firm to provide legal representation and advice in connection with the Stadium Project (the Services). The Law Firm has the expertise, experience, and personnel necessary to provide the Services. The City and the Law Firm (Parties) want to enter into an Agreement whereby the City will retain the Law Firm to provide, and the Law Firm will provide, the Services. The City and Law Firm acknowledge that this Agreement, along with a separate agreement between the County and the Law Firm (County Agreement) (collectively, the Agreements), sets forth the joint representation of the City and the County by the Law Firm and that there is a single engagement represented by the Agreements. in consideration of the above recitals and the mutual covenants and conditions set forth in this Agreement, and for good and valuable consideration, the receipt and suf?ciency of which the Parties acknowledge, the Parties set forth their mutual covenants and understandings as follows: ARTICLE I LAW FIRM SERVICES The above-listed recitals are true and correct and are incorporated by reference. 1.1 Scope of Services. The Law Firm will perform the Services as set forth in the mitten Scope of Services ("Exhibit A). The Law Firm is being retained by the City, in cooperation with the Of?ce of County Counsel, to perform legal services for the County and City. The County and City are jointly clients of the Law Firm, who shall work directly with the Office of County Counsel and the Of?ce of the City Attorney in the provision of legal services to appropriate County and City officers and employees as authorized and directed by the Office of County Counsel and the Office of the City Attorney. 4 4824~86144987Jl 1.2 Contract Administrator. The Office of the San Diego City Attorney (City Attorney) is the contract administrator for this Agreement. The Law Finn will provide the Services contemplated by Section 1.1 under the direction of the County and a designated representative of the City Attorney (the Monitoring Attorney), who can be contacted at: Brant Will 619?533?5684 The Law Firm must communicate with the City?s designated representativo on all matters related to this Agreement and the Law Finn?s performance of the Services. The Monitoring Attorney has authority to represent the City as to all communications, acts, and approvals related to this Agreement, unless this Agreement specifies otherwise. The City acknowledges that the City and County will be responsible for coordinating all communications and approvals under the Agreements. 1.3 City Modi?cation of Scope of Services. The'City may, without invalidating this Agreement, order changes in the Scope of Services by altering, adding to or deducting from the Services to be performed provided that any material revision of such scope is subject to the Law Finn?s prior written consent. Any such change will require approval by the County under the terms of the County Agreement. All changes will be in writing. If any of these changes increase or decrease the Law Firm?s cost to perform the Services, or the time required to perform the Services, the Law Firm must notify the City'immediately. Any such modification will require approvalby the County under the terms of the County Agreement. 1.4 Written Authorisation. The Law Firm has been authorized to proceed to perform Services. Further, throughout the term of this Agreement, the Law Firm must immediately advise the City in writing of any anticipated change in the Scope of Services (Exhibit A), Compensation and Fee Schedule (Exhibit B), or Time Schedule (Exhibit C), and must obtain the City?s written consent before making any changes. The City?s consent does not relieve the Law Firm from its duty to render all Services in accordance with applicable laws and accepted industry standards. 1.5 Confidentiaiity of Services. All Services the Law Firm performs under this Agreement, including all drafts, data, correspondence, preposais, reports, and estimates the Law Firm compiles or composes, are for the sole use of the City and the County. Except for Subcontractors covered by Section 4.4, neither the documents nor their contents may be released to any third party (other than the County) without the City?s prior written consent. The Law Firm most not release these documents or their contents to any third party without the prior written consent of the Office of the City Attorney and the Office of County Counsel except to the extent required by law after such written notice to the Office of County Counsel and the Of?ce of the City Attorney as is practicable under the circumstances. This reqnirernent is in addition to the Law Firm?s- ethical obligations to keep all attorney work product and attorneynclient communications con?dential. This provision does not apply to information that: was publicly known, or otherwise known to the Law Firm, when the City or County disclosed it to the Law Firm, subsequently becomes publicly known through no act or omission of the Law Firm, or otherwise becomes known to the Law Firm other than through disclosure by the City or County. 5 4824-86l44981l 1.6 Joint Representation, Con?icts. Law Firm?s only clients in this matter are the City and the County (coliectiveiy, the Governments and, each, a Government). Law Finn?s representation of the Governments does not give rise to an attorney~client relationship between the Law Firm and any affiliate or constituent (such as elected of?cials, officers, employees or volunteers) of either of the Governments and the Governments wili not give Law Firm con?dential information regarding any affiliates or constituents during the course of this representation. Neither Law Firm nor the Governments perceive any con?icting interests between the Governments at the time of the Agreements. If, during the course of this representation, Law Firm perceives any actual or con?icting interests between the Governments, Law Firm will advise the Governments of that fact. The Governments will also advise Law Firm of any differing interests or con?icts that may arise between the Goverrunents in the course of this representation. In the event of a conflict between the Governments, the Governments will seek to resolve the conflict without the assistance of Law Firm. If any con?ict is not resolved it may be necessary for Law Firm to withdraw from the representation of either or both Governments. Each Government agrees that if either the City or the County withdraws from the Stadium Project Law Firm may continue to represent the remaining government in the matter. Each Government may repudiate this waiver should it decide it is not in the interest of that Government. If the non-re-pudiating Government or the Law Firm has acted in reliance on the waiver, Law Firm may have the right, and possibly the duty, to withdraw from representing the repudiating Government and to continue to represent the non? repudiating Government if permitted by applicable rules of professional conduct. The Governments recognize that there is no con?dentiality between Law Firm and either of the Governments. In other words, if the Law Firm receives information from or about one Government that is relevant to the subject of this representation, the Law Finn may give the other Government that information. If a dispute arises between the Governments subsequent to the sharing of confidential information, the attorneyuclient privilege may not be available for assertion by either Government against the other. The Governments acknowledge that Law Firm represented the County in a similar engagement in 2006 and that this prior engagement terminated many years ago. The Governments acknowledge that no engagement that Law Firm has undertaken or may undertake on behalf of the Governments will be asserted by the Governments either as a con?ict of interest with respect to, or as a basis to preclude, challenge or otherwise disqualify Law Firm from any current or future representation of any client in any matter, including without limitation any representations in negotiations, transactions, counseling or litigation adverse to the Govermnents, as long as that other matter is not substantially related to any of Law Firms engagements on behalf of the Governments, (2) the Governments hereby waive any con?ict of interest that exists or might be asserted to exist and any other basis that might be asserted to preclude, challenge or otherwise disqualify Law Firm in any representation of any other client with respect to any such matter, (3) the Governments have been advised by Law Firm, and have had the opportunity to consult with other counsel, with respect to the terms and conditions of these provisions and its prospective waiver, (4) the Governments? consent to these provisions is both voluntary and fully informed, and (5) the Governments intend for this consent to be effective and fully enforceable, and to be relied upon by Law Firm. This waiver may be repudiated if either Government determines it is no longer in that Government?s interest. However, if Law Firm has acted in reliance on the waiver, Law Firm may have a right or duty to withdraw from representing the Governments. 6 48.24m86iri- 987. 1.7 PostmEngageInent Matters. The Governments are engaging the Law Firm to provide legal services in connection with a speci?c matter. After completion of the matter, changes may occur in applicable laws or regulations that could have an impact upon the Governments? future rights and liabilities. Uniess the Governments engage the Law Finn after completion of the matter to provide additional advice on issues arising from the matter, the Law Firm has no continuing obligation to advise either Government with respect to future legal developments. In addition, unless the Governments and the Law Firm agree in writing to the contrary, the Law Firm will have no obligation to monitor renewal or notice dates or similar deadlines which may arise from the matter for which the Law Firm had been engaged. ARTICLE II DURATION OF AGREEMENT 2.1 Terra of Agreement. This Agreement is effective on the date it is signed by the iast Party to sign the Agreement, and approved by the City Attorney in accordance with San Diego Charter section 40. Unless otherwise terminated, this Agreement will remain in effect until the Scope of Services is completed, but not for more than five years unless approved by City ordinance. 2.2 Time of Essence. Time is of the essence for each provision of this Agreement, and as more specifically set forth in Exhibit A, unless otherwise speci?ed in this Agreement. The time for performance of the Scope of Services (Exhibit A) is set forth in the Time Schedule (Exhibit C). 2.3 Noti?cation of Delay. The Law Firm must immediately notify the City in writing if the Law Firm experiences or anticipates a delay in performing the Services within the time frames set forth in the Time Schedule (Exhibit C). The written notice must explain the cause of the deiay and provide a reasonable estimate of the length of the delay. If the City believes that the delay affects a material part of the City?s requirements for the Services, the City may suspend or terminate this Agreement under Sections 2.4 Belay. If delays in the performance of the Services are caused by unforeseen events beyond the Parties? control, the Law firm may be entitled to a reasonable extension of time, but not to damages or additional compensation. The City?s written approval is required for any extension of time. The following conditions may constitute unforeseen events: war; changes in law or government regulations; labor disputes; strikes; fires, ?oods, adverse weather or other similar condition of the elements that stops the Law Finn?s work; inability to obtain materials, equipment, or labor; required additional Services; or other specific reasons agreed to between the City and the Law Firm. The Law Firm will not be entitled to a time extension for a delay caused by: the Law Finn?s inability to obtain materials, equipment, or labor unless the Law Firm gives the City timely documentary proof satisfactory to the City of the Law Firm?s inability to obtain materials, equipment, or labor, or the Law Finn?s own acts or omissions. 2.5 City?s Right to Suspend for Convenience. The City may, with the consent of the County, suspend some or all of the Law inn?s performance of the Services, for a reasonabic period of time not to exceed six. months. As provided in this Agreement, the City Attorney will '7 =i824?8614-l 98?} give written notice to the Law Firm of any suspension. If the City chooses to suspend this Agreement, the City will pay the Law Firm for the reasonable value of the Services the Law Firm has satisfactorily performed up to the date of suspension, if reasonable. The City may later rescind the suspension by written notice to the Law Firm. The City may then require the Law Firm to resume the Services in compliance with this Agreement; in which case the Law Firm will be entitled to an extension of time equal to the length of the suspension, unless the Parties otherwise agree in writing. 2.6 City?s Right to Terminate for Convenience, The City may, with the consent of the County, terminate ail or any portion of the Services by giving written notice to the Law Firm. The notice must be delivered by certi?ed mail with return receipt for delivery to the City and the County. The termination will be effective upon the Law Firm?s receipt of the notice. After termination of this Agreement, the Law Firm must complete all additional work necessary for the orderly ?ling of documents and closing of the Law Firm?s Services under this Agreement. For services satisfactorily rendered in completing the work, the Law Firm will be entitled to fair and reasonable compensation for the Services it performed before the effective date of termination. After the Law Firm completes its performance, it must deliver all documents related to the Services to the City or the County, as directed by the Governments, Subject to the remainder of this paragraph. Where one Government is provided with original documents related to the Services provided by Law Firm, Law Firm will provide a duplicate set of documents for the other Government. The expense of providing such duplicate set will be shared equally by the Governments. "By accepting payment for completion, filing, and delivering documents as called for in this paragraph, the Law Firm discharges the City of all of the City?s payment obligations and liabilities under this Agreement] Law Finn?s own files pertaining to the matter, which may include copies of City or County papers, will be retained by Law Firm. City and County agree that Law Firni?s administrative records; time and expense reports; personnel and staffing materials; credit and accounting records; and the documents containing Law Firm?s attorney work product, mental impressions, notes, drafts of documents and legal and factual research, including investigative reports, shall be and remain Law Finn?s property and shall not be considered part of City?s or County?s client file. In addition, electronic documents such as Law Finn?s internal ewmails, documents containing or reflecting Law Finn?s internal deliberations or self-evaluations, and Law Firmis internal databases shall be and remain Law Firm?s property and shall not be considered part of City?s or County?s client file. All such documents retained by Law Firm will be transferred to the person responsible for administering Law Finn?s records retention program. For various reasons, including the elimination of storage expenses, Law Firm reserves the right to destroy or otherwise dispose of any such documents or other materials retained by Law Firm within a reasonable time after the termination of the engagement. In any event, all documents and other materials in Law Finn?s file may be discarded or destroyed, without further notice to City or County, at any time after the seven (7) year anniversary of the conclusion of the engagement described in this Agreement. 2,7 City?s Right to Terminate for Default. The Law Finn?s failure to satisfactorily perfonn any obligation under this Agreement constitutes a Default. if the Law Firm fails to satisfactorily cure a Default within ten calendar days of receiving written notice from the City specifying the nature of the Default, the City may, with the consent of the County, immediately terminate this Agreement, and terminate every right of the Law Firm, and any person claiming any rights by or through the Law Firm under this Agreement. The City?s rights and remedies 8 4824?86 i 4- 987,! under this Section are cumulative and do not limit, any of the City?s rights under other provisions of this Agreement. The City does not waive any right or remedy that it may have against the Law Firm. Any termination under Section 2.6 or 2.7 shall not affect the City?s responsibility to pay for legal services rendered and charges incurred during the representation. ARTICLE COMPENSATION 3.1 Amount of Compensation. The City will pay the Law Firm for performing the Services under this Agreement, including reasonably related expenses, in an amount not to exceed $150,000. The Law Firm must immediately inform the City when the cumulative value of work done under this Agreement for which the City is responsible exceeds 80% of the total compensation authorized in this paragraph, or when it reasonably appears to the Law Firm that the cumulative value of work done under this Agreement may exceed the total compensation - authorized in this paragraph within 45 days. The City is not required to pay more than the maximum amount authorized. In addition, the Law Firm acknowledges, despite any representation to the contrary, that its total compensation under this Agreement may not exceed $150,000 unless the City Council prewapproves any additional expenditure. 3.2 Additional Services. The City may require that the Law Firm perform additional Services beyond those described in the Scope of Services (Additional Services). Before the Law Firm performs Additional Services, the City and the Law Finn must agree in writing to the Additional Services and upon a fee for such services, including reasonabiy related expenses, in accordance with the Compensation and Fee Schedule (Exhibit B). The City will pay the Law Firm for the performance of Additional Services in accordance with Section 3.3. 3.3 Manner of Payment. The City will pay the Law Firm in accordance with the Compensation and Fee Schedule (Exhibit B). For the duration of this Agreement, the Law Firm will not be entitled to fees, including fees for expenses, incurred under this Agreement above the amounts listed in the Compensation and Fee Schedule. The Law Firm will submit to the City one invoice per calendar month in a form acceptable to the City in accordance with the Compensation and Fee Schedule. The Law Firm will include with each invoice a description of completed Services, reasonabiy related expenses, if any, and all other information, including: the progress percentage of the Scope of Services or deliverables completed before the invoice date. The City will pay undisputed portions of invoices within 30 calendar days of receipt. Invoices must he mailed to the foilowing address(s): BRANT WILL, DEPUTY CITY ATTORNEY OFFICE OF THE CITY ATTORNEY 1200 THIRD AVENUE, SUITE 1620 SAN DIEGO, CA S2101 (NOTE: May need to copy additional persons.) 9 4324n86144987. I All invoices submitted under this Agreement shall reflect one half (11?2) of the cost of services provided under the Agreements. Each of the City and County shall only be responsibie for its own one half share of such costs. 3.4 Additional Costs. Additional Costs are those costs that the City reasonably determines are related to the Law Firms errors or omissions, and may include Law Firm, City, or Subcontractor overhead, materials, and related costs. The City will not pay the Law Firm for Services required due to the Law Finn?s errors or omissions, and the Law Firm will be responsible, and must reimburse the City, for any Additional Costs. The City may deduct Additional Costs from amounts it owes to the Law Firm. ARTICLE IV LAW OBLIGATIONS 7 4.1 Industry Standards. The Law Firm agrees to perform the Services in accordance with the standards customarily adhered to by an experienced and competent law firm using the degree of care and skill ordinarily exercised by reputable attorneys practicing in the State of California. Where approval by the City, the Mayor or his designee, or other City representative is required, this approval does not relieve the Law Firm of its responsibility to comply with all applicable laws and industry standards. 4.2 Right to Andit. . 4.2.1 Access. The City has the right, at its sole discretion, to audit the Law Firm or any Subcontractor?s compliance with this Agreement (City?s Right). The City?s Right includes the right of reasonable access to the Law Firm or Subcontractc?s premises, the right to inspect, photocopy documents, and to retain cepies of any records related to the Services. The City will keep these records in the strictest con?dence allowed by law. 4.2.2 Aadit, The City?s Right includes the right to examine any documents that the City reasonably determines are necessary to discover and verify that the Law Firm or Subcontractor is complying with all requirements under this Agreement. 4.2.2,,1 Cost Audit, If there is a claim for additional compensation or for Additional Services, the City?s Right includes the right to examine documents and accounting procedures and practices that the City determines are necessary to discover and verify all direct and indirect costs that the Law Firm claims have been or will be incurred. Accounting Records. The Law Firm and ail Subcontractors must maintain complete and accurate records in accordance with generally accepted accounting practices in the industry. The Law Firm and Subcontractors must allow the City to review and audit all Servicenrelated accounting records, and any other ?nancial data. At the City?s request, the Law Firm and Subcontractors must provide the City exact duplicates of the originals of all requested records. 10 4824~86l4a1987ul 4.2.3 Cityis Right Binding on Subcontractors. The Law Firm must include the City?s Right as described in Section 4.2, in any and all of its subcontracts utilized in providing the Services, and must ensure that these sections are binding upon all Subcontractors. 4.2.4 Compliance Required before Mediation or Litigation. The Law Finn or Subcontractor?s full compliance with Section 4.2, within 60 days of receiving a written request from the City to audit for compliance, is a precondition to proceeding with mandatory mediation or litigation, as provided in Article VII. 4.3 Insurance. Before beginning the Services, the Law Firm. must: provide insurance certi?cates to the City reflecting all insurance coverage required under this Agreement (as set forth in Exhibit D) and, upon the City?s reasonable request, provide full cepies of the required policies; obtain City approval of each insurance company providing required coverage; and con?rm that all policies contain the speci?c provisions set forth in Exhibit D. The Law Firrn?s liabilities under this Agreement are not limited to the required insurance coverage. To the extent allowed under California law, all insurance policies required under this Agreement inust state that the City is entitled to 30 days prior written notice of cancellation or non~renewal (ten days for cancellation due to nonpayment of premium). The Law Finn?s maintenance of the required insurance coverage is a material element of this Agreement; the Law Firm?s failure to maintain or renew coverage, or to provide evidence of renewal during the term of this Agreement, is a material breach of this Agreement. In addition, the Law Firm agrees not to modify any required policy or endorsement in a manner that increases the City?s exposure to loss while this Agreement is in effect. 4.4 Subcontractors. The City must approve in advance the Law F-irm?s hiring or retaining of any third parties (Subcontractors) to perform the Services (Subcontractor Services). The Law Firm must list on the Subcontractor List (Exhibit E) all Subcontractors known to the Law Firm at the time it signs this Agreement and expected to perform Subcontractor Services under, this Agreement. If the Law Firm later determines it needs additional Subcontractor . Services, it must notify the City in writing at least 15 days before entering into a contract for Subcontractor Services. The Law Finn?s notice must inciude a justification, a description of the scope of work, and an estimate of all costs for the Subcontractor Services. The Law Firm may ask the City to reduce the 15-day notice period. The City will consider such requests in good faith. 4.4.1 Subcontractor Contract. Ail contracts entered into between the Law Firm and any Subcontractor espected to provide Subcontractor Services under this Agreement must contain the information described in Sections 4.6, 4.7, and 4.8, and must also provide as follows: 4.4.1.1 The Law Firm must require each Subcontractor expected to provide Subcontractor Services under this'Agreernent to obtain all insurance policies described in Exhibit in the amounts required by the City, which will not be greater than the amounts required of the Law Firm. These insurance poiicies must be kept in fuli force and effect during all work on this Agreement. 11 4.4.1.2 The Law Firm must pay the Subcontractor, for Law Firm and Cityuapproved invoice amounts, out of amounts the City pays to the Law Firm, no more than 14 business days from the date the Law Firm receives the City?s payment. Nothing in this paragraph is intended to impair the right of the Law Firm and any Subcontractor to negotiate fair and reasonable pricing and payment provisions among themselves. 4i.4.1.3 The Law Firm must notify the City in writing if it withholds payment to any Subcontractor, specifying: the amount withheld; the speci?c cause under the terms of the subcontract for withholding payment; the connection between the cause for withholding payment and the amount withheld; and the remedial action the Subcontractor must take in order to receive the amount withheld. Once the Subcontractor corrects the deficiency, the Law Firm must pay the Subcontractor the amount withheld within 14 working days of the Law Finn?s receipt of the City?s next payment. 4.4.1.4 The Law Firm must not make the City a party to any judicial or administrative proceeding between the Law Firm and any Subcontractor. The Law Firm agrees to defend and indemnify the City as described in Article Vi of this Agreement in any dispute between the Law Firm and any Subcontractor, if the City is made a party to any judicial or administrative proceeding. 4.4.1.5 The City is an intended beneficiary of any work: performed by the Subcontractor for purposes of establishing a duty of care between the Subcontractor and the City. 4.5 Contract Activity Report. The Law Firm must submit statistical information to the City as requested in the City?s Contract Activity Report (Exhibit E). The statistical information must include the amount of subcontracting of Services under this Agreement provided by ?rm-s during the period covered by the Contract Activity With the Contract Activity Report, the Law Firm must provide an invoice from each Subcontractor listed in the report. The Law Finn agrees to pay each firm listed in the Report within fourteen working days of receiving payment froor the City for Subcontractor Services as described in Section 4.4.1.2. 4.6 NonuDiserimination Requirements. 4.6.1 Contpiiance with the City?s Equal Opportunity Contracting Program. The Law Firm must comply with the City?s Equal Opportunity Contracting Program Law Firm Requirements (Exhibit E). The Law Firm must not discriminate against any employee or applicant for employment on any basis prohibited by law. The Law Finn must provide equal opportunity in all employment practices. The Law Firm must also ensure that its Subcontractors expected to provide Subcontractor Services under this Agreement comply with the City?s Equal Opportunity Contracting Frog-rain Law Firm Requirements. Nothing in this Section may be interpreted to hold the Law Firm liable for any discriminatory practice of its Subcontractors. 4.6.2 Fionwniserirnination Ordinance. The Law Firm must not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in selecting.g hiring or dealing with Subcontractors, vendors or suppliers. The Law Finn must provide equal opportunity for Subcontractors to participate in subcontracting opportunities. The Law Firm agrees that a violation of this clause is a material breach of the Agreement and may 12 result in termination or other sanctions. This language must be in contracts between the Law Firm and any Subcontractors, vendors or suppliers expected to provide Subcontractor Services under this Agreement. 4.6.3 Compliance Investigations. At the City?s request, the Law Firm must provide the City, within 60 calendar days, a complete list of all Subcontractors, vendors, and suppliers that the Law Firm has used in the past ?ve years on any of its contracts that were undertaken within San Diego County, including the total dollar amount the Law Firm paid for each subcontract or supply contract. The Law Finn further agrees to cooperate fully in any investigation conducted pursuant to the City?s Nondiscrimination in Contracting Ordinance (SDMC The Law Firm agrees that violation of this clause is a material breach of the Agreement and may result in remedies against the Law Firm, including termination . of this Agreement and other sanctions for violation of the Nondiscrimination in Contracting Ordinance. The remedies and sanctions in the Nondiscrimination Ordinance apply only to violations of the Nondiscrimination Ordinance. - 4.7 DrnguFree Workplace. For the duration of this Agreement, the "Law Firm must comply with the City?s Drungree Workplace requirements set forth in Council Policy 10047, which is available on the City?s website at; Failure to do so is a material breach of thisAgreement. The Law Firm must certify that it will provide a drugwfree workplace by submitting a Law Firm. Certification for a DrugaFree Workplace form (Exhibit F). 4.8 ADA Certifi?ation. The Law Firm must comply with the City?s Americans with Disabilities Act Compliancei-City Contracts requirements set forth in Council Policy loo-04, which is available on the City?s website at: 04.pdf. Failure to do so is a material breach of this Agreement. 4.9 Equal Bene?ts. The Law Firm must maintain equal benefits as defined "in the City?s Equal Bene?ts Ordinance (SDMC 22.4301 ?5 22.4308) for the duration of the Agreement. Failure to do so is a material breach of this Agreement. The Law Firm must give the City access to records sufficient to verify compliance with the Equal Bene?ts Ordinance. 4.10 Froduet Endorsement. The Law Firm agrees to comply with City Administrative Regulation 95.65 concerning product endorsements. Any advertisement identifying the City as the user of a product or service requires the City?s prior written approval. 4.11 Con?ict of Interest. The Law Firm is subject to all federal, state, and local con?ict of interest laws, regulations, and policies applicable to public contracts and procurement practices, including California Government Code 1090, et. seq. and 81000, at. seq; and the City?s Ethics Ordinance (SDMC 27.3501 to 27.3595). In addition, the Law Finn is subject to all laws, regulations, rules, and policies applicable to the legal profession. 4.11.1 If, in performing the Services, any agent or employee of the Law Firm makes, or participates in, a ?governmental decision? as described in Title 2, section 18701(a)(2) of the California Code of Regulations, or performs the same or substantially all the same duties for the City that would otherwise be performed by a City employee holding a position speci?ed 13 48244361449811 in the departrnentis conflict of interest code, the Law Firm agent or employee must submit statements of economic interests disclosing his or her relevant ?nancial interests. 4.11.1.1 Statements of economic interests must be made on Fair Political Practices Commission Form 700 and ?led with the City Clerk. Each Law Firm agent or employee who is subject to this requirement must ?le a Form 700 (Assuming Office Statement) within 30 calendar days of the City?s determination that he or she is subject to a con?ict of interest code. The Law Firm agent or employee must also ?le a Form 700 (Annual Statement) on or before each April 1, disclosing any relevant ?nancial interests held during the previous calendar year. 4.11.1.2. If the City requires a Law Firm agent or employee to ?le a statement of economic interests, that agent or attorney will be considered a ?City Official" subject to the City?s Ethics Ordinance, and will be prohibited from lobbying the City for one year after this Agreement is terminated. 4.11.2 The Law Firm must establish (and inform its agents and employees of) appropriate safeguards to prevent its employees and agents from using their positions for a purpose that is, or that gives the appearance of being, motivated by the desire for private gain for themselves or others, particularly those with Whom they have family, business, or other relationships. 4.11.3 The Law Finn?s personnel employed for the Services must not accept gratuities or any other favors from any Subcontractors or potential Subcontractors. The Law Firm must not recommend or specify to the City any product, supplier, or contractor with whom the Law Firm has a direct or indirect ?nancial or organizational interest or relationship that would violate con?ict of interest laws, regulations, or policies. 4.11.4 A violation of any con?ict of interest law or any provision in this Section 4.its agents or employees is grounds for immediate termination of this Agreement, and the Law Firm will be liable to the City for attorney fees andall damages sustained as a result of the violation. 4.115 Before beginning to represent the City, the Law Firm must, consistent with the standards normally followed by law firms performing comparable work, identify any actual or potential conflicts between the City?s interests and its own interests or those of its current or former clients. In addition, the Law Firm must continue to monitor its own interests and those of its clients to identify any con?icts that may arise during the course of the representation. The Law Firm must immediately inform the City of any actual or potential conflicts. This paragraph does not relieve the Law Firm of its duties to the City under the Rules of Professional Conduct of the State Bar of California or other applicable laws, regulations, rules or policies. 4.12. Mandatory Assistance. if a third party dispute or litigation, or both, arises out of the Services, the Law Firm and its agents and employees must assist in resolving the dispute or litigation upon the City?s request. The Law Firm?s assistance includes providing professional consultations and attending any event related to the dispute resolution or litigation. 14 4824-86-l4-1987A 4.13 Cernpensatien for Mandatory Assistance. The City will pay the fees the Law Firm incurs in providing Mandatory Assistance as Additional Services under Section 3.3. Bots if the fees are determined, through resolution of the third party dispute or litigation, to be attributable in whole or in part to the acts or omissions of the Law Firm, its agents or employees? the Law Firm must reimburse the City for all fees paid to the Law Firm, its agents or employees for Mandatory Assistance 4.14 - Attorney Fees related to Mandatory Assistance. The Law Firm agrees that any attorney fees it incurs as a result of providing Mandatory Assistance are not reimbursable. But, this provision does not affect the parties? rights to seek attorney fees under Section 8.8 of this Agreement. 4.15 Submittals. The Law Firm is required to submit the following documentation. Failure to submit this required documentation with the Agreement will delay execution of the Agreement, and therefore, commencement of work by and payments to the Law Finn. Insurance Certificates with all endorsements (Exhibit D) Equal Opportunity Forms (Exhibit E) Drug Free Workplace Form (Exhibit Vendor Registration (Exhibit Business Tax License; Taxpayer Identification Number if not currently on ?le; ARTICLE INDEMNIFICATION 5.1 Indemni?cation Agreement. The Law Firm agrees to defend and indemnify the City harmless from all claims which arise from or are directly connected with the Law Finn?s negligence or failure to perform the Services under this Agreement, and from all expenses of investigating and defending against same, to the same extent the Law Firm could be found liable for compensatory damages in a comparable negligence action in tort. This dirty to defend and indemnify shall not include any claim based upon the alleged errors or omissions of the Law Firm related to the rendering of or the failure to render professional services arising from the sole negligence or willful misconduct of the City, its of?cers, agents, or eniployees, and shall continue for a period of time that a comparable negligence action in tort would survive under the applicable statute of limitations and no longer. is assessment; ARTICLE VI INTELLECTUAL PROPERTY RIGHTS 6.1 Work-For Hire. All original material, whether written or readable by machine, that is prepared exclusively for the City and the County under this Agreement (Deliverable Materials) is ?work-for hire? under the United States Copyright Law and is the City?s and the County?s sole property. The Law Firm, including its employees, and independent Subcontractor(s), will not assert any common law or statutory patent, copyright, trademark, or any other intellectual proprietary right to the Deliverable Materials. 6.2. Rights in Data. All rights in the Deliverable Materials (including publications, registration of cepyrights, and trademarks), are the City?s and the County?s sole property. The Law Firm, including its employees, agents, talent, and independent Subcontractor(s), may not use the Deliverable Materials for any purpose without the City?s and the County?s prior written consent. 6.3 Intellectual Property Rights Assignment. At the City?s request, the Law Firm, its employees, agents, talent, and independent Subcontractor(s), must sign and deliver all instruments needed to fully protect the City?s and the County?s rights and interests in the content of the Deliverable Materials, without further compensation. The Law Finn must also assist in prosecuting any action or opposition proceeding involving the adjudication of the City?s and County?s rights. 6.4 Moral Rights. The Law Firm, its employees, agents, talent, and independent Subcontractor(s) irrevocany and forever waive any Moral Rights in the Deliverable Materials that they may now have or that may accrue to their benefit under US. or foreign copyright laws, and any and all other residual rights and benefits that arise under any other applicable law now in force or later enacted. The term ?Moral Rights? means all rights of paternity or integrity of the Deliverable Materials and the right to object to any modification, translation or use of the Deliverable Materials, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, even if the right is not referred to as a moral right. 6.5 Subcontracting. If the Law Firm uses a Subcontractor(s) to produce any of the Deliverable Materials, the agreement between Law Firm and the Subcontractor (Subcontractor Agreement) must state that the Deliverable Materials are a ?work-for hire? as de?ned in the United States Copyright Law, and that all intellectual property rights in the Deliverable Materials belong solely to the City and the County. The Subcontractor Agreement must also require the Subcontractor to transfer exclusively to the City and the County, free of charge, all titles, rights, and interests to the Deliverable Materials, including all intellectual property rights. The City may review any Subcontractor Agreement for compliance with this provision. 6.6 Publication. The Law Firm may not publish or reproduce any Deliverable Materials, for purposes unrelated to Law Finn?s work on behalf of the City without the City?s prior written consent. 6.7 Intelleetnal Property Warranty and Indemni?cation. The Law Firm warrants that any deliverables provided under this Agreement, including all Deliverable Materials, are 16 4824?8614~i 98?.1 either: (1) original and do not infringe upon the intellectual property rights of any third party, or (2) in the public domain. If the Deliverable Materials become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, the City may, in its sole discretion, require the Law Firm to produce, at the Law Fitmis own expense, new non-infringing work product as a means of remedying the claim, in addition to any other remedy available to the City under law or equity. The Law Firm further agrees; to indemnify and defend the City in accordance with Article hereof, against all claims alleging that any of the Deliverable Materials infringe the intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before the Law Firm receives payment under this Agreement, the City may withhold some or all of such payment, upon written notice to Law Firm. 6.8 Enforcement Costs. The Law Firm agrees to pay all costs the City incurs enforcing the indemnity and defense provisions in Article VI, including attorney fees. ARTICLE VII MISCELLANEOUS 7.1 Notices. Where this Agreement requires written notice, service is suf?cient if the notice is deposited in the United States mail, postage paid. Proper notice is effective on the date it is mailed, unless otherwise provided in this Agreement. Unless otherwise agreed in writing, notice to the City must he addressed to: Brant Will Office of the City Attorney 1260 Third Avenue, Suite 1629 San Diego, CA 92101 and notice to the Law Firm must be addressed tot Martha Anderson Nixon Peahody LLP 40 Fountain Plaza, Suite 599 Buffalo, NY 14202~2224 7.2 Headings. All article headings are for convenience only and do not affect the interpretation of this Agreement. 7.3 Non-?Assignment. The Law Finn must not assign the obligations or any monies that become due under this Agreement, whether by express assignment or by sale of the company, without the City?s prior written approval. Any assignment in violation of this paragraph constitutes a Default and is grounds for immediate termination of this Agreement. No putative assignment will create a contractual relationship between the City and any putative assignee. 17 14324436144981! 7.4 Independent Contractors. The Law Firm and any Subcontractors employed by the Law Firm are independent contractors and not agents of the City. Any provisions of this Agreement that appear to give the City any right to direct the Law Firm concerning the details of performing the Services, or to exercise any control over the perfonnance, mean only that the Law Firm must follow the direction of the City concerning the end results of the performance. 7.5 Lave Firm and Snbcontracter Principals for Lavv Firm Services. This Agreement is for unique professional Services. Retention of the Law Finn?s professional Services is based on the particular professional expertise of the following member(s) of the Law Finn?s organization: Name(s) of Person(s) on Project Team] (Project Team). Neither the Law Firm nor the Project Team may delegate the performance of Professional Services on the Project to other members of the Law Finn?s organization or to Subcontractors without the City?s prior written consent. The Law Firm must not remove any Project Team member from the Project without the City?s prior written approval. The City may treat the Law irm?s removal of any Project Team member without prior City approval as a material breach of this Agreement. If any member of the Project Team becomes unavailable for any reason, the LawFirm must consult the City as to any replacement. If the City does not approve of a proposed replacement, the City may terminate this Agreement pursuant to Section 2.6. Further, the City reserves the right, after consulting with the Law Firm, to require the Law Firm to remove any employee or agent from the Project. 7.6 Compliance with Controlling Law. The Law Firm must comply with all federal, state, and local laws and policies that apply to this Agreement. In addition, the Law Firm must comply immediately with all directives by the City or its authorized representatives under authority of any laws or regulations. The laws of the State of California govern this Agreement. 7.7 Jurisdiction and Attorney Fees. The State of California is the jurisdiction for any proceeding concerning this Agreement, and. the laws of the State of California govern the interpretation or application of any of its terms. The prevailing Party in any proceeding will be entitled to a reasonable award of attorney fees in addition to any other award made in the proceeding. For the City Attorney?s work done in any proceeding, the reasonable attorney fees wiil be $250 per hour. ?7.8 Successors in Interest. This Agreement and all rights and obligations created by this Agreement are in force and effect Whether or not any Parties to the Agreement have been succeeded by another entity, and all rights and obligations created by this Agreement are binding on any Party?s successor in interest. 7.9 Integration. This Agreement and the Exhibits and references incorporated into this Agreement fully express all of the Parties? understandings concerning the matters covered in this Agreement. No modi?cation of this Agreement and no verbal understanding of the Parties, their officers, agents, or employees is valid unless both parties agree to the modification or understanding in writing. All prior negotiations and agreements between the Parties are merged into this Agreement. 7.10 Connterparts. This Agreement may be executed in counterparts, which when taken together are a single signed original as though all Parties had executed the same page. 18 7.11 No Waiver. The failure by either Party to insist upon the strict performance of any term of this Agreement, or to exercise any right or remedy upon a breach of any term of this Agreement, is not a waiver of the breach. No waiver of any breach will affect this Agreement, and every term of this Agreement will continue in full force and effect to any existing or subsequent breach. 7.12 Severability. if any part of this Agreement is held to be illegal or othemise unenforceable, the remainder of this Agreement remains in effect. 7.13 Additional Law Firms or Contractors. The City reserves the right to employ, at its own expense, any additional Law Firms or contractors it deems necessary to perform work or to provide the Services. - 7.14 Employment of City Staff. At its sole discretion, the City may unilaterally and immediately terminate this Agreement if the Law Firm employs an individual who: (1) was a City officer or employee within the twelve months before their employment by the Law Firm, and (2) in that capacity participated in, negotiated with, or otherwise had an in?uence on the City?s selection of the Law Firm. 7.15 Municipal Powers. Nothing in this Agreement limits the powers of the City as a chartered city of the State of California. 7.16 Drafting Ambiguities. The Parties have the right to be advised by counsel on the negotiations, and the terms and conditions of this Agreement. Each Party has the sole responsibility to determine whether or not to seek advice of counsel. This Agreement must not be construed in favor of or against either Party based on the extent to which each Party participated in drafting the Agreement. 7.17 Con?icts beMeen Terms. If there is an apparent con?ict between the main body of this Agreement and the Exhibits, the main body of this Agreement controls. If a con?ict exists between this Agreement and an applicable federal, state, or local law, the law controls. Varying degrees of stringency among the main body of this Agreement, the Exhibits, and applicable federal, state, or local laws are not conflicts; the most stringent requirement controls. Each Party must notify the other immediately if it identifies any apparent conflict concerning this Agreement. 7.18 Exhibits Incorporated. All Exhibits referenced in this Agreement are incorporated into the Agreement. 7.19 Survival of Obligations. The representations, indemnifications, and warranties made in, required by or given in accordance with this Agreement, and all continuing obligations under this Agreement will survive the termination or compietion of the Agreement. 7.20 Vendor Registration. All consultants who wish to conduct business with the City of San Diego, or who intend to compete for City contracts, must submit a completed Vendor Registration Form (Exhibit G) to the City of San Diego?s Purchasing 65 Contracting Department. This form must be received by the City before the consultant may compete for or be awarded any contract. 19 7.21 Contractor Standards. This Agreement is subject to the Contractor Standards clause of the SDMC Chapter 2, Article 2, Division 32 adapted by San Diego Ordinance 049383 (May 24, 2005). The Centractor Standards are available online at or by request from the Purchasing 85 Contracting Department by calling (619) 236-6000. This Agreement is executed by the City of San Diego, aetng by and through its Mayor or designee, pursuant to Charter section 255,. authorizing such execution, and by the Law Firm (pursuant to relevant corporate documents as ({pplieable). The individual signing this Agreement en behalf of the Law Firth certi?es that he or she has read all of this; Agreement and has the legal authority to bind Nixon Peabody LLP. LAW-FIRM A MUNICIPA-CORPORATIGN Martha Andersen, Partner Sc?q?gh?dwick, Chief Operating Of?cer DATE 77 1 DATE arms? SIGNED I the ferm ef this Agreement. :22; 01/17/14 20 4824?86l4?l987.l Exhibit A Scope of Services Exhibit Compensation and Fee Schedule and Billing Guidelines Exhibit - Time Schedule Exhibit - insurance Exhibit - City?s Equal Opportunity Contracting Program Law Firm Requirements Exhibit Law Firm Certi?cation for a Drug-?Free Workplace Exhibit Vendor Registration Form EXHIBIT A SCOPE OF SERVICES 21 The Law Firm agrees to provide legal advice to the City and the County on all aspects of the proposed Stadium Proj act at the Request of the City and the County. Speci?c tasks include but are not limited to advising the City and County on ?nancing options for the Stadium Project including both potential public and private resources. The Law Firm will work collaboratively with any other advisers retained by the City, the County or the City and the County, including but not limited to investment banking ?rms, financial advisers or other consultants. The Law Firm shall represent the City and the County, as requested, in any forum including any negotiations that may be undertaken with the San Diego Chargers Football Club, the National Football League or any other third party. If requested, the Law Firm shail assist the City and the County in evaluating any proposals for ancillary development within or alongside the Stadium Project. Law Firm will prepare, negotiate and revise documentation, which may include financing documentation, required to effectuate any proposal or proposals resulting from the Stadium Project at the Request of the City and the County. The City and the County acknowledge that it is not possible to prepare time estimates for this Scope of Services, accordingly, the Law Firm agrees that all requested tasks shall be completed as expeditiously as possible. 482%8634-19318 EXHIBIT COMPENSATION AND FEE SCHEDULE BILLING GUIDELINES A. Maximum Contract Amount: (1) The City has authorized a maximum payment of $150,000 for legal services and out-of- pocket expenses for the term of this Agreement for the Services. (2) The City will not pay the Law Firm more than the authorized maximum amount unless the City informs the Law Firm in writing that it has authorized additional amounts. B. Rate: The City agrees to pay the Law Firm. for authorized Services performed at the direction of the City under this Agreement as follows: $500 per hour for partnersfmanaging director $400 per hour for associate attorneys $195 per hour for paralegals C. BILLING: ALL BILLING IS SUBJECT TO THE FOLLOWING GUIDELINES: OUTSIDE COUNSEL BILLING GUIDELINES Outside Counsel invoices must follow these guidelines. Bills less than $500 should be carried over to the subsequent month. A. Time Charges. Time charges must be set forth in increments of one tenth of an hour (.10). The time entered must be the actual time expended on each function. Block billing, which groups functions together, must not be used, unless the total time incurred is one tenth of an hour or less. We wilt not accept nor pay for standardized charges. B. Activity Bescriptious. Generic and general activity descriptions are not acceptable and will not be reimbursed in the absence of further information. All legal activities must be identified in detail in the billing statement. The test is whether an attorney not familiar with the billing attorney, case, or firm's billing practices can determine exactly what professional service was provided and can assess the appropriateness of the related time charge. For example, when billing for telephone conversationa speci?cally describe the parties and purpose of the telephone call. All correspondence, contracts and other documents reviewed must be identi?ed. Examples: Incorrect Correct Telephone call. Telephone call to John Doc to REP. Review agreement. Review agreement with XYZ Corp. C. Task Identi?cation and Budget Accounting. If County and City require a Project Budget, all invoices must identify the Task in Counsel's Project Budget against which the charges should be entered, the total amount billed against that Task for that month, and the amount remaining for that Task in the Project Budget. Counsel shall not submit billings for any Task that will cause the total amount billed for that Task to exceed the amount shown in the then-current Project Budget, unless and until Counsel shall have submitted and County has approved a revised Project Budget that raises the total amount that may be billed for such Task. 1). Hourly Rates. The County and City Representatives must give written approval to any requests for changes to hourly rates or to the billing agreement that vary from those previously authorized. No automatic annual increase of the Law Firm's hourly rates shall be permitted. E. Functions. We only pay for professional services. We do not pay for clerical services, secretarial, or administrative functions, including word processing, filing or indexing, whether performed by attorneys, paralegals of non-?professional staff. Time or expenses incurred in preparing invoices or negotiating billing questions are also non-compensable. F. Duplicative Billing. We will not pay for any attorney redoing the work of another attorney or for duplicative entries for reviewing and analyzing documentation and legal research unless this involves aj-unior attorney?s work on a project where a more senior attorney will review his or her work. If for any reason, Law Firm replaces a team member, the cost associated with the education of the new team member will be the responsibility of Law Firm. G. Conferencing. Conferencing or analysis among attorneys in the Law irm's of?ce is generally not compensable, unless the conference or analysis is related to some signi?cant legal issue which requires the conferencing of the attorneys involved in the conference or unless County authorizes the Law Firm to assign a junior attorney to a project and such conference is required to provide appropriate guidance to such junior attorney. H. Paralegals. We encourage the appropriate use of paralegals. However, assignment of work to paralegals must not result in duplicative work by attorneys. Any functions that are normally and routinely performed by paralegals employed by the Law Firm, whether performed by paralegals or attomeys, are to be billed at the paralegal rate. Paralegal time will be compensated at the Law Firm?s approved paralegal hourly rate under this Agreement. I. Reimbursement of Allowable Expenses. The County and City shall reimburse the Law Firm for actual, necessary, and reasonable outmofnopocket expenses in accordance 8-2 4824-8614 9871 with the guidelines set forth below. An itemized breakdown of actual expenses must be provided. Ali expenses must be claimed for reimbursement at cost and must not include rnarloups by the firm. Allowable routine expenses incurred should be paid directly by the law ?rm and then claimed for reimbursement. All expenses submitted for reimbursement must be fully described. We will not accept any "miscellaneous" expense items. We may require supporting documentation for any expenses. The following guidelines should be followed with regard to Specific expense items: 48334-86144 98?,?l 1. Photocopies in~house photocOpying and associated services or tasks are to be charged at actual cost. 2. Local/Long Distance Vehicle Travel We will pay for travel time at the agreed hourly rate only for the actual time that services are performed for County during the travel. The miles associated with round trip vehicle travel between the County Administration Center (CAC) and the Law Finn?s work-?site will be reimbursed at the current IRS mileage reimbursement rates. The County will not provide reimbursement for any travel, taxi, or rental vehicle during any stay in San Diego-ii unless it is speci?cally related to providing services to the County taxi fares for transportation between the airport and the CAC, or taxi fares to another location to meet with others in the performance of services for the County). 3. Air Travel/Vehicle Travel All air travel will be reimbursed at economy or coach class fares. The actual receipt from the airline ticket shall be made available with claims for reimbursement. Air travel arrangements should be made as early as possible to avoid higher fares. 4. Hotels if the provision of services to the City requires counsel to stay overnight in San Diego? the Law Firm will be reimbursed for actual room charges, plus taxes, for hotel accommodations in San Diego not to exceed the rate established by the US. Government General Services Administration (GSA) for San Diego. Proof of actual room charges must be submitted for reimbursement. 5. Meals County will not provide reimbursement for the expense of food or drink incurred in connection with the services provided under this Agreement. 8% 4824-86144981! 6. Telephone Long distance telephone charges directly related to the services provided to the County will be accepted for reimbursement. The statement must indicate the date of the telephone call, the telephone number called, the total cost, and the nature of the call. Facsimile Charges Facsimile charges, with the exception of actually incurred long distance telephone charges, are considered part of normal overhead and will not be accepted for reimbursement. 8. Mail Services The use of expedited delivery services is discouraged and will be reimbursed only if its use is determined to be absolutely necessary. 9. CompoteruAssisted Research We will not pay for computer?assisted research. We consider charges for expenses associated with the use of Westlaw, Lexis, Dialog, Information/America and other computer research databases, and Internet access charges to be similar to the purchase and maintenance of the ?rm's law library. Therefore these charges will not be accepted for reimbursement. 10. Database/Data Entry/Document Imaging Charges Prior approval must be obtained from the County Representative before incurring any charges for the preparation, maintenance, data entry, imaging, programming and document input (included imaging charges) of file material to a database or document management system. If approved, we will pay for the cost of these tasks at an agreed upon clerical rate. We will only pay paralegal or attorney rates for the actual professional time spent determining the documents to be entered, how documents are categorized or summarizing documents, as appropriate. 11. Additional Expenses We will not reimburse the following costs as these expenses are considered part of normal overhead: a) Clerical or secretarial salaries or overtime compensation; b) Word processing charges;- c) Office supplies; Bail d) Postage; e) Entertairnnent orpersonal expenses; t) Commuting expense to or from work for ?rm personnel; g) Heating, air conditioning, utility charges; or h) In-honse conference room charges. Records The individual expense records customarily maintained by the Law Firm for billing purposes must be made available to the City to support the Law Finn?s billings. The Law Firm will send the City an invoice for each one~mont11 period of services(or, if requested by the City, each. two?week period), and the City will pay the Law Firm on this basis. The Law Firm will submit all invoices to the City Attorney?s Of?ce to the attention of the Monitoring Attorney, as designated in the Agreement, by the 15th of each month for services rendered the previous month. Invoices must include a distinct identi?cation number, and must comply with these Billing Guidelines. If the City questions any item on an invoice, the Law Firm must provide all supporting information to substantiate the billing, and must make any appropriate adjustments. i .4 7 The Law Firm must inform the Office of the City Attorney immediately of any Media inquiries. 48243436 1 44 987. EXHIBIT TIME SCHEDULE 0-1 4824-86 1 4- 987.! 1. EXHIBIT INSURANCE Types of Insurance. The Law Firm must maintain insurance coverage as follows throughout the term of this Agreement: 1.1 Commercial General Liability. Commercial General Liability (CGL) Insurance written on an ISO Occurrence form equivalent form providing coverage at least as broad, which covers liability arising from all personal injury or property damage in the amount of 1,000,000 per occurrence and subject to an annual aggregate of $2,000,000. There must be no endorsement or modi?cation of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs must be outside the limits of the policy. 1.2 Commercial Automobile Liability. For all of-the Law Finn?s automobiles including owned, hired, and non?owned automobiles, the Law inn must keep in full force and effect, automobile insurance written on an ISO form later version of this form, or an equivalent form providing coverage at least as broad, for bodily injury and property damage for a combined single limit of $1 million per occurrence. The insurance certi?cate must reflect coverage for ?any automobile.? 13 Workers? Compensation. For all of the Law irm?s employees who perform work under this Agreement, and to the extent required by the applicable state or federal law, the Law Firm must keep a Workers? Compensation policy in full force and effect throughout the term of this Agreement,. The policy must provide a minimum of $1 million of employers?? liability coverage, and the Law Firm must provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected of?cials, of?cers, employees, agents, and representatives. 1.4 Professional Liability. For all of the Law Finn?s employees who perform work under this Agreement, the Law Firm must maintain Professional Liability coverage in full . force and effect throughout the term of this Agreement, with a limit of $1 million per claim and $2 million annual aggregate. The Law Firm must ensure that: the policy retroactive date is on or before the date the Services begin; and (2) the policy is in force for at least three years after the Services are substantially completed, or this Agreement is terminated, whichever occurs last. The Law Firm must not change this coverage in a manner that increases the City?s exposure to loss during the time period de?ned above. Deductibles. The Law Firm must pay all deductibles on any required insurance policy, and must disclose the deductibles to the City at the time it provides evidence of insurance Acceptahility of Insurers. 3.1 Except for the State Compensation Insurance Fund, all insurance required in this Agreement or in the Special General Conditions must be carried by insurance companies with a rating of at least by AM. Best Company, that are authorized by the Dal 4824416 California Insurance Commissioner to do business in the State of California, and that have been approved by the City. 3.2 The City will accept insurance provided by nonuadrnitted, ?surplus lines? carriers oniy if the carrier is authorized to do business in the State of California and is included on the List of Eligible Surplus Lines Insurers (LESLI list). All insurance policies carried by non? adrnitted carriers are subject to all of the requirements for insurance policies carried by admitted carriers described in this Exhibit. 4. Required Endorsements The Law Firm must provide the following policy endorsements before it begins work under this Agreement. 4.1 Commerciai General Liability Insurance Endorsements ADDITIONAL IESURED. To the fullest extent allowed by law, including California Insurance Code section 11580.04, the policies must be endorsed to include as an Insured the City of San Diego and its elected of?cials, of?cers, employees, agents, and representatives, with respect to liability arising out of: ongoing operations performed by or on the Law irrn?s behalf, the Law Finn?s products, the Law Finn?s work, including completed operations performed by or on behalf of the Law Firm, or premises owned, leased, controlled or used by the Law Firm. PRIMARY AND COVERAGE. The Commercial General Liability policy or policies must be endorsed to provide that the insurance is primary to any insurance or self~insurance the City maintains for the City, its elected of?cials, officers, employees, agents, and representatives respects operations of the Named Insured. Any insurance the City maintains must be in excess of the Law Finn?s insurance and will not contribute to it. CANCELLATEON. Except as provided under California Law, the policy or policies must be endorsed to provide that the City is entitled to 30 days prior mitten notice (ten days for cancellation due to non-payment of premium) of cancellation or non-=- renewal of the policy or policies. This notice must be addressed to the City at the address specified in Section 9.1 ?Notices.? SEVERABILITY OF INTEREST. The polio)! or policies must be endorsed to provide cross-liability coverage, and must provide that the Law Finn?s insurance applies separately to each insured against whom a claim is made or suit is brought, except for the aggregate limits of the insurer?s liability. 4.2 Automobile Liability Insurance Endorsements ADDITIONAL INSURED. To the fullest extent allowed by law, including California Insurance Code sectionl 1580.04, the policy or policies must be endorsed. to include as the City as an insured, along with the City?s elected officials, officers, [3?2 4824-86 987,! 4.3 employees, agents, and representatives for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Law Finn. CANCELLATION. Except as provided under California law, the policy or policies must be, endorsed to provide that the City is entitled to 30 days prior written notice (ten days for cancellation due to non?payment of premium) of cancellation or non." renewal of the policy or policies. This notice must be addressed to the City at the address speci?ed in Section 9.1 ?Notices.? SEVERABILITY OF INTEREST. The policy or policies must be endorsed to provide crossmliability coverage, and. must provide that the Law Finn?s insurance applies separately to each insured against whom a claim is made or suit is brought, except for the aggregate limits of the insurer?s liability. Worker?s Compensation and Employeris Liability Insurance Endorsements CANCELLATION. Except as provided under California law, the policy or policies must be endorsed to provide that the City is entitled to 30 days prior written notice (ten days for cancellation due to nonpayment of premium) of cancellation or more renewal of the policy or policies. This notice must be addressed to the City at the address speci?ed in Section 9.1 ?Notices.? WAIVER OF-SUBROGATION. The Worker?s Compensation policy or policies must be endorsed to provide that the insurer will waive all rights of subrogation against the City and its elected of?cials, of?cers, employees, agents, and representatives for losses paid under the teens of the policy arising from work performed by the Named Insured (Law Firm) for the City. 5. Reservation of Rights. The City reserves the right, from time to time, to review the Law Finn?s insurance coverage, limits, deductibles and self-insured retentions to determine if they are acceptable to the City. If the City requests coverage in excess of the coverage required by this Agreement, the City will reimburse the Law Firm for the cost of the additional premium, without overhead, profit, or any other markup. Additional Insurance. The Law Firm may obtain additional insurance not required by this Agreement. Excess Insurance. All policies providing excess coverage to the City must follow the forrn of the primary policies including all endorsements. 4824-86l4wl987J D-3 EXHIBIT EQUAL OPPORTUNITY CONTRACTING PROGRAM (EOCP) CONTRACTOR REQUIREMENTS TABLE OF CONTENTS No table of camems mtrias fauna. Exhibit Page '1 of 11 City?s Equal Opportunity Commitment. The City of San Diego (City) is strongly committed to equal opportunity for employees and subcontractors of professional service Consultants doing business with the City. The City encourages its Consultants to share this commitment. Prime Consultants are encouraged to take positive steps to diversify and expand their Subcontractor solicitation base and to offer consulting opportunities to all eligible Subcontractors. II. Nondiscrimination in Contracting Ordinance. All Consultants and professional service provider's doing business with the City, and their Subcontractors, must comply with requirements of the City?s Nondiscrimination in Contracting Ordinance, San Diego Municipal Code sections 22.350l through 22.3517. A. Proposal Documents to include Disclosure of Discrimination Complaints. As part of its bid or proposal, Consultant shall provide to the City a list of all instances within the past ten (10) years where a complaint was ?led or pending against Consultant in a legal or administrative proceeding alleging that Consultant discriminated against its employees, Subcontractors, vendors, or suppliers, and a description of the status or resolution of that complaint, including any remedial action taken. B. Contract Language. The following language shall be included in contracts for City projects between the Consultant and any Subcontractors, vendors, and suppliers: Consultant shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors, or suppliers. Consultant shall provide equal opportunity for Subcontractors to participate in subcontracting opportunities. Consultant understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination, debarment, or other sanctions. C. Compliance investigations. Upon the City?s request, Consultant agrees to provide to the City, within sixty (60) calendar days, a truthful and complete list of the names of all Subcontractors, vendors, and suppliers that Consultant has used in the past ?ve (5) years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Consultant for each subcontract or supply contract. Consultant further agreesto fully cooperate in any investigation conducted by the City pursuant to the City?s Nondiscrimination in Contracting Ordinance, Municipal Code sections 22.3501 through 22.3517. Consultant understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in remedies being ordered against the Consultant up to and including contract termination, debannent and other sanctions for violation of the provisions of the Nondiscrimination in Contracting Ordinance. Consultant further understands'and agrees that the procedures, remedies and sanctions provided for in the Nondiscrimination in Contracting Ordinance apply only to violations of the Ordinance. Exhibit Page 2 of 11 Equal Employment Opportunity. Consultants shall comply with requirements of San Diego Municipal Code sections 22.2701 through 22.2707, Equal Employment Opportunity Outreach Program. Consultants shall submit with their proposal a Work Force Report for approval by the Program Manager of the City of San Diego Equal Opportunity Contracting Program (EOCP). A. Work Force Report. If based on a review of the Work Force Report (Attachment AA) submitted an EOCP staff Work Force Analysis determines there are under representation when compared to County Labor Force Availability data, then the Consultant will also be required to submit an Equal Employment Opportuninl (EEO) Plan to the Program Manager of the City of San Diego Equal Opportunity Contracting Program (EOCP) for approval B. Equal Employment Onoortunitv Plan. If an Equal Employment Opportunity Plan is required, it must include at least the following assurances that: Exhibit l. The Consultant will maintain a working environment free of discrimination, harassment, intimidation and coercion at all sites and in all facilities at which the Consultant?s employees are assigned to work; A responsible of?cial is designated to monitor all employment related activity to ensure the Consultant?s EEO Policy is being carried out and to submit reports relating to EEO provisions; Consultant disseminates and reviews its EEO Policy with all employees at least once a year, posts the policy statement and EEO posters on all company bulletin boards and job sites, and documents every dissemination review and posting with a written record to identify the time, place, employees present, subject matter, and disposition of meetings; The Consultant reviews, at least annually, all supervisor?s adherence to and performance under the EEO Policy and maintains written documentation of these reviews; The Consultant discusses its EEO Policy Statement With Subcontractors with whom it anticipates doing business, includes the EEO Policy Statement in its subcontracts, and provides such documentation to the City upon request; The Consultant documents and maintains a record of all bid solicitations and outreach efforts to and from Subcontractors, Consultant associations and other business associations; The Consultant disseminates its EEO Policy externally through various media, including the media of people of color and women, in advertisements to recruit, maintains ?les documenting these efforts, and provides copies of these advertisements to the City upon request; Page 3 ofll Exhibit '10. ll. 12. _13. i4. 15. 16. 17. 18. The Consultant disseminates its EEO Policy to union and community organizations; The Consultant provides immediate written noti?cation to the City when any union referral process has impeded the Consultant?s efforts to maintain its EEO Policy; The Consultant maintains a current list of recruitment sources, including those outreaching to people of color and women, and provides written notification of employment opportunities to these recruitment sources with a record of the organizations? reSponses; The Consultant maintains a current file of names, addresses and phone numbers of each walk?in applicant, including people of color and women, and referrals from unions, recruitment sources, or community organizations with a description of the employment action taken; - The Consultant encourages all present employees, including people of color and women employees, to recruit others; The Consultant maintains all employment selection process information with records of all tests and other selection criteria; The Consultant develops and maintains documentation for ob training opportunities and/or participates. in training programs for all of its employees, including people of color and women, and establishes apprenticeship, trainee, and upgrade programs relevant to the Consultant?s employment needs; The Consultant conducts, at least annually, an inventory and evaluation of all employees for promotional opportunities and encourages all employees to seek and prepare appropriately for such opportunities; The Consultant ensures the company?s working environment and activities are non~segregated except for providing separate or single?user toilets and necessary changing facilities to assure privacy between the sexes; The Consultant establishesand documents policies and procedures to ensure job classifications, work assignments, promotional tests, recruitment and other personnel practices do not have a discriminatory effect; and The Consultant is encouraged to participate in voluntary associations, which assist in ful?lling one or more of its nondiscrimination obligations. The efforts of a Consultant association, Consultant/community professional association, foundation or other similar group of which the Consultant is a member will be considered as being part of ful?lling these obligations, provided the Consultant actively participates. Page 4 ofll IV. Equal Opportunity Contracting. Prime Consultants are encouraged to take positive steps to diversify and expand their Subcontractor solicitation base and to offer contracting opportunities to all eligible Subcontractors. To support its Equal Opportunity Contracting commitment, the City has established a voluntary Subcontractor participation level. A. Subcontractor Participation Level 1. Projects valued at $25,000 or more have a voluntary Subcontractor Participation Level goal of 15%. Goals are achieved by contracting with any combination of Minority Business Enterprise (MBE), Women Business Enterprise (WEE), Disadvantaged Business Enterprise (DBE), Disabled Veteran Business Enterprise (DVBE) or Other Business Enterprise (OBE) level. While attainment of the 15% Subcontractor Participation Level goal is strictly voluntary, the City encourages diversity in your outreach and selection efforts. Historical data indicates that of the overall 15% goal, 25% to 30% Disadvantaged Business Enterprise (DEE) and 1% to 3% Disabled Veteran Business Enterprise (DVBE) participation is attainable. The remaining percentages, may be allocated to Other Business Enterprises (OBE). Participation levels may be used as a tiebreaker in cases of an overall tie between two or more firms. . Contract Activitv Reports. To permit monitoring of the successful Consultant?s commitment to achieving compliance, Contract Activity Reports (Attachment BB) re?ecting work performed by Subcontractors shall be submitted quarterly for any work covered under an executed contract. V. Demonstrated Commitment to Equal Opportunity. The City seeks to foster a business climate of inclusion and to eliminate barriers to inclusion. A. Consultants are required to submit the following information with their proposals: Exhibit l. Outreach Efforts. Description of Consultant?s outreach efforts undertaken on this project to make subcontracting opportunities available to all interested and qualified firms. Past Participation Levels. Listing of Consultant?s Subcontractor participation levels achieved on all private and public projects within the past three (3) years. Include name of project, type of project, value of project, Subcontractor ?rm?s name, percentage of Subcontractor ?nn?s participation, and identification of Subcontractor ?rm?s ownership as a certified Small Business, Disadvantaged Business Enterprise, Disabled Veteran Business Enterprise, or Other Business Enterprise. Equal Opportunity Employment. Listing of Consultant?s strategies to recruit, hire, train and promote a diverse workforce. These efforts will be considered in conjunction with Consultant?s Workforce Report as compared to the County?s Labor Force Availability. Page 5 ofll VI. VII. Exhibit 4. Community Activities. Listing of Consultant?s current community activities such as membership and participation in local organizations, associations, scholarship programs, mentoring, apprenticeships, internships, community projects, charitable contributions and similar endeavors. B. In accordance with the City?s Equal Opportunity Commitment, EOCP will evaluate the Consultant?s demonstrated commitment to equal opportunity including the following factors: - l. Outreach Efforts. Consultant?s outreach efforts undertaken and willingness to make meaningful subcontracting opportunities available to all interested and quali?ed firms on this project. 2. Past Participation Levels. Consultant?s Subcontractor participation levels achieved on all private and public projects Within the past three (3) years. 3. Equal Opportunity Employment. Consultant?s use of productive strategies to successfully attain a diverse workforce as compared to the County?s Labor Force Availability. 4. Community Activities. Consultant?s current community activities. List of Eubcentractors. Consultants are required to submit a Subcontractor List with their proposal. A. Subcontractors List. The Subcontractor List (Attachment CC) shall indicate the Name and Address, Scope of Work, Percent of Total Preposed Contract Amount, Dollar - Amount of Proposed Subcontract, Certification Status and Where Certified for each proposed Subcontractor. Subcontractors must be named on the Subcontractors List if they receive more than oneuhalf of one percent of the Prime Consultant?s fee. B. Commitment Letters. Consultant shall also submit Subcontractor Commitment Letters on Subcontractor?s letterhead, no more than one page each, from all proposed Subcontractors to acknowledge their commitment to the team, scope of work, and percent of participation in the project. Definitions. Certified ?Minority Business Enterprise? (MBE) means a business which is at least fiftywone percent owned by African Americans, AmeriCan Indians, Asians, Filipinos, and/?or Latinos and whose management and daily operation is cont-rolled by one or more members of the identified ethnic groups. In the case of a publicly-?owned business, at least fifty?one percent of the stock must be carried by, and the business operated by, one or more members of the identified ethnic groups. Certi?ed ?Women Business Enterprise? (WEE) means a business which is at least fifty?one percent owned by one or more women and whose management and daily operation is control-led by the qualifying party(ies). In the case of a publicly/?owned business, at least fiftyuone percent of the stock must be owned by, and the business operated by, one or more women. Page 6 ofll Certi?ed ?Disadvantaged Business Enterprise? (DEE) means a business which is at least ?fty-one percent owned and operated by one or more socially and economically disadvantaged individuals and whose management and daily operation is controlled by the qualifying party(ies). in the case of a publicly?owned brainless.3 at least ?ftywone percent of the stock must be owned by; and the business operated by, socially and economically disadvantaged individuals. Certi?ed ?Disabled Veteran Business Enterprise? (DVBE) means a business which is at least fifty-one percent owned by one or more veterans with a service related disability and whose management and daiiy operation is controlled by the qualifying party(ies). ?Other Business Enterprise? (OBE) means any business which does not otherwise qualify as Minority, Woman, Disadvantaged or Disabled Veteran Business Enterprise. Certi?cation. A. The City of San "Diego is a signatory to a Memorandum of Understanding (MOU) with the California Department of Transportation (CALTRANS), and therefore has adopted a policy regarding certi?cation of ?rms. As a result of the MOU, an MBE, WEE or is certi?ed as such by any of the following methods: 1. Current certi?cation by the City of San Diego as MBE, WBE, or 2. Current certi?cation by the State of California Department of Transportation (CALTRANS) as MBE, WBE or and 3. Current MBE, WBE or DBE certi?cation from any participating agency in the statewide certi?ed pool of ?rms known as CALCERT. B. DVBE certi?cation is received from the State of California?s Department of General Servicesg Office of Small and Minority Business (916) 32243060. IX. List of Attachments. AA. Work Force Report BB. Subcontractors List CC. Contract Activity Report Exhibit Page 7 of ii ATTACHMENT AA City of San Diego EQUAL OPPORTUNITY CONTRACTING (EOC) 1200 Third Avenue Suite 200 San Diego, CA 92101 Phone: (619) 236?6000 6 Fax: (619) 2356209 WORK FORCE Recon? LOCAL WORK FORCE The objective of the Equal Employment Opportunity Outreach Program, San Diego Municipal Code Sections 22.350] through 22.351?i, is to ensure that contractors doing business with the City, or receiving funds from the City, do not engage in unlawful discriminatory employment practices prohibited by State and Federal law. Such employment practices include, but are not limited to unlawful discrimination in the following: employment, promotion or upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractors are required to provide a completed Work Force Report. CONTRACTOR Type of Contractor: Construction E3 VendoriSupplicr Financial institution Cl] Lesscer?Lcssor l3 Consultant [3 Grant Recipient El Insurance Company Other Name of Company: AKMDBA: Address (Corporate Headquarters, where applicable): City Connty State . Zip Telephone Number: FAX Number:( Name of Company CEO: Address phone and fax number(s) of company facilities located in San Diego County (if different from above): Address: City County State I Zip Telephone Number: FAX Number:( Type of Business: Type of License: The Company has appointed: as its Equal Employment Opportunity Officer (EEOC). The 81300 has been given authority to establish, disseminate, and enforce equal employment and af?rmative action policies of this company. The 5500 may be contacted at: Address: - - . Telephone Number: FAX Number: For Firm?s: San Diego Work Force and/or [El Managing Qfl?ice Work Force 1, the undersigned representative of 'ltereby certify that information provided (County) (State) herein is true and correct. This document was executed on this ?duct can (A llil'701?52?9d Signature) (Print Authorised Signcu?trre Name}- Exhihit Page 8 of 11 ATTACHMENT AA WORK REFQRT a Page 2 NAME OF FIRM: DATE: lN For each occupational categoifys indicate number of males and females in every ethnic group. Total columns in row provided. Sum of all totals should be equal to your total work force. lnoludo those: employed by your'company on either a full or part? time basis. The following groups are to be included in ethnic categories listed in columns below: (I) AfricamAmerican, Black (5) Filipino (2) Latino, Hispanic, Mexican-American, Puerto Rican (6) Caucasian (3) Asian, Paci?c islander (7) Other ethnicity; not into other groups (4) American indian, Eskimo (4) Africmr American (6) (7) OCCUPATIONAL CATEGORY American Latino Indian Filipino Caucasian Other Eihnicilies I (F) (M) (F) (M) Executive. Professional Specially Engineersi Support Operators, inspectors s?nnsponation and Nourconsiruction Laborers" are not lo be on TOTALS EACH COLUMN I I I I I GRAND TOTAL ALL EMPLOYEES INDICATE BY GENDER AND ETHNICITY THE NUMBER oF ABOVE EMPLOYEES WHO ARE DISAaig?o; DISABLED ORGANIZATIONS ONLY: BOARD OF DIRECTORS VOLUNTEERS ARTISTS a?unnm Exhibit Page 9 of 11 ATTACHMENT Be Lrs'r REGARDING SUBCONTRACTORS 1. Subcontractor?s List shall include name and complete address of all Subcontractors who will receive more than one half of one percent of the Prime Consultant?s fee. 2. Consultant shall also submit Subcontractor commitment letters on Subcontractor?s letterhead, no more than one page each, from Subcontractors listed below to acknowledge their commitment to the team, scope of work, and percent of participation in the project. 3. Subcontractors shall be used for scope of work listed. No changes to this Subcontractors List will be allowed without prior written City approval. or was/nee WORK For information only. As appropriate, Consultant shall identify Subcontractors as: Certified Minority Business Enterprise MBE Certi?ed Woman Business Enterprise WBE Certified Disadvantaged Business Enterprise DBE Certi?ed Disabled Veteran Business Enterprise DVBE Other Business Enterprise OBE For information only. As appropriate, Consultant shall indicate if Subcontractor is certi?ed by: City of San Diego CITY State of California Department of Transportation CALTRANS Exhibit Page 10 of 11 PQRT Consultants are required by contract t9 report Subcontractor activity in this fomt'at. Reports shall be submitted via the Project Ma?ager to the Equal Opportunity Contracting Program (EOCP) no Eater than thirty (3 0) days aftef the close of each quarter. A A WGWT: FEMOD: A A . DATE: In hide Add'tionai Services Not?to-Excaed Amount Prime Centractor Tomi: Contract Tomi: Camptete? by: Exhibit Page 11 of 11 EXHIBIT LAW FIRM CERTIFICATION FOR A DRUG-FREE WORKPLACE PROJECT TITLE: B. I hereby certify that I am familiar with the requirement of San Diego City Council Policy 1-00?17 regarding Drug-aFrce Workplace and that: C. Name under which business is conducted D. has in place a drug-free workplace program that complies with said policy. I further certify that each Subcontract agreement for this project contains language which indicates the Subcontractor?s agreement to abide by subdivisions (1) through (3) inclusive of Section 2A of the Council Policy. Signed: Printed Name: Title: Date: 4324486144981} City of San Diege Purchasing Centractieg Department Contractor/Vendor Registration Form All prospective bidders, as well as existing contractors and vendors, are required to complete this form. Vendor 'iD: I Number will be provided by City] Firm Info: Firm Name: (as reported on W9) Firm Address: City: 3? j. States Zip} Phone: Fax: Taxpayer ED: Business License: Website: Ccntact Irrfc: Contact Name: Titie: Email: Phone: Cell: Alternate Address (if different from above) te Receive Remittance: Mailing Address ity: State i Alternate Address (if different from abeve) te Receive Bid/Contract Oppertenities: ailing Address: City: State: ip: Contractor Licenses (if applicable) License Number: 3 License Type: License Number: License Type: License Number: 7 I License Type: CM 4824-86l4? I 987.! CantractGr/Vendor Registratian Farm Page 2 Firm Name; (as reported on Praduct/Sewices Infarmation: 4% NIGP Coders: *f?md list of available Codes at OR requ?st hard copy from Purchasing Contracting The City requires this infarmation for statistical pmpeseg only. Mala Female or Primary Owner of the Firm* (51% ownership or mot-E3 *Required Sole Proprietorship Partnership Corporation Limited Liability Partnership Limited Liability Corperation Joint Venture Non?~Profit Agency Utility it Ethnicit Ethnicity: select one from the foilowing List (if Ethnicities; - AFRICAN ASZAN AMERICAN CAUCASIAN AMERICAN AMERICAN NATIVE. AMERICAN 4824~86 I 4- 987?} Ownership Classi?cation ClasSi?cation: select from the following List of 0wsersh?p Classi?cation Codes (seieet all that apply): WB-E 7 (Woman Owned Business Enterprise) OBEZ (Other Business Enterprise) DBE (Disadvantaged Business Enterprise) DVBE (Disabled Veteran Business Enterprise) (Small Local Business Enterprise) 8(a) (Smail Business Administration 8(a) Enterprise) SDB (Small Disadvantaged Business Enterprise) LBE (Local Business Enterprise) MLBE (Micro Local Business Enterprise) SBE (Small Business Enterprise) MEI: (Minority Eusiness Enterprise) - (Emerging Local Business Enterprise) UDBE Disadvantaged Business DPBT (Persons With A Disability or Disabilities Busmess Enterprise) LG BT Bisexual, Transsexual Busmess Requires certi?cation by the City of San Diego Equal Opportunity Contracting Of?ce. Certi?ed by are Agency? No Yes (enter Certi?cation Number and Certifying Agency below) Certi?cation it: Expiration Date: A gency: Certi?cation Expiration Date: I Agency: California State Tax Permit Please mail this form to: Purchasing :35 Contracting Department 1200 Third Avenue, Suite 200 San Diego, CA 92101 or fax to: 619-236-5904 Gm?) 4824436 itlul987i-l 482:3-86 $449311