HomeMy WebLinkAboutRequest for Proposals #9082Airport Commission of the
City and County of San Francisco
Request for Proposals No. 9082
For
Job Order Contract Implementation Services
At the
San Francisco International Airport
Date RFP Issued:
Pre -Proposal Conference:
Deadline for Submission of Written Questions:
Proposals due:
Oral Interview (if held):
April 30, 2012
May 8, 2012
May 15, 2012
June 5, 2012
June 26, 2012
Request for Proposals for Job Order Contract Implementation Services Contract 9082
TABLE OF CONTENTS
I. INTRODUCTION, SCHEDULE AND BUDGET 4
A. Introduction . 4
B. Selection Schedule 4
C. Budget .. 4
II. SERVICES TO BE PROVIDED BY
CONTRACTOR 5
III. SUBMISSION REQUIREMENTS 5
A. Time and Place for Submission . 5
B. Format 6
C. Content of the Proposal 6
IV EVALUATION APPROACH AND CRITERIA .. 10
A. Evaluation Approach .. 10
B. Evaluation Criteria . 11
V. PRE -PROPOSAL CONFERENCE AND CONTRACT AWARD .... 14
A. Pre -proposal Conference 14
B. Contract Award 15
VI. TERMS AND. CONDITIONS FOR RECEIPT OF PROPOSALS .... 15
A. Errors and Omissions in RFP 15
B. Inquiries Regarding RFP 15
C. Objections to RFP Terms 15
D. Addenda to RFP 16
E. Term of Proposal 16
F. Revision of Response 16
G. Errors and Omissions in Responses 16
H. Financial Responsibility . 16
I. Proposer's Obligations under the Campaign Reform Ordinance 16
J. Sunshine Ordinance 17
K. Public Access to Meetings and Records 18
L. Reservations of Rights by the City 18
M. No Waiver .. 18
N. Local Business Enterprise Goals and Outreach . 18
VII. CITY AND AIRPORT CONTRACT REQUIREMENTS 20
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A. Standard Contract Provisions 20
B. Non -Discrimination in Contracts and Benefits 20
C. Minimum Compensation Ordinance (MCO) 20
D. Health Care Accountability Ordinance (HCAO) 21
E. First Source Hiring Program (FSHP) 21
F. Conflicts of Interest 21
G. Airport Intellectual Property 21
H. Labor Peace/Card Check Rule 22
VIII. PROTEST PROCEDURES 22
A. Protest of Non -Responsiveness Determination 22
B. Protest of Establishment of Apparent Highest Ranked
Proposer and Contract Award 22
C. Delivery of Protests 23
APPENDICES:
A. Services to be provided by Contractor
B. Human Rights Commission (HRC) Attachment 2: Requirements for Architecture, Engineering
and Professional Services Contracts, for contacts $50,000 and over
C. Standard Forms: Listing and interne addresses of Forms related to Taxpayer Identification
Number and Certification, to Business Tax Declaration, and to Chapters 12B and 12C
D. Agreement for Professional Services (form AIR-500) — separate document
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
I. INTRODUCTION, SCHEDULE, AND BUDGET
A. Introduction
1. The City and County of San Francisco, acting by and through its Airport Commission is soliciting
proposals from qualified firms, teams, joint ventures, joint associations, or limited liability
companies (LLCs) (hereinafter "Proposer" or "Consultant") to provide Job Order Contract (JOC)
Implementation Services, including program development, procurement support, staff and
contractor training and technical support.
2. The Airport Commission will be implementing a 2-year pilot JOC program and anticipates
initially awarding two (2) `B" License, General Building contracts through the pilot JOC
Program which will be developed by the JOC Implementation Services consultant. Depending on
the outcome of the 2-year pilot program, the Airport Commission may elect to continue this
program for an additional three (3) years.
3. As used in this RFP, the terms "Proposer," "Team," or "Consultant" refers to any entity
submitting a response to this RFP. A "Proposer," "Consultant," or "Team" is comprised of any
combination of a prime consultant, architect, engineer, joint venture, subconsultants, and
subcontractors. Experience and qualifications shall be evaluated based on the combined
experience and qualifications of the Proposer.
B. Schedule
The anticipated schedule for selecting a qualified Job Order Contract (JOC) Implementation Service
consultant is as follows:
RFP Phase Date
RFP issued by the City: April 30, 2012, Monday
Pre -Proposal Conference: May 8, 2012 at 9:30 AM, Tuesday
Deadline for submission of written questions May 15, 2012 at 5:00 PM, Tuesday
or requests for clarification:
Proposals due: June 5, 2012 at 2:00 PM, Tuesday
Oral Interviews (if held): June 26, 2012, Tuesday
C. Budget
The Airport Commission anticipates awarding to the successful Proposer, a phased five-year
agreement to develop and administer multiple customized construction job order contracts (JOC). The
agreement will have an initial term (Phase 1) of two years during the pilot program phase and may be
continued for an additional three-year term for a Phase 2 program. The JOC Contract Implementation
Services agreement will be a performance -based contract as no fees are paid up -front to the
consultant, but a percentage fee is paid for successful issuance of construction task orders resulting
from the consultant's preparation of unit price books and contract bid documents (see Services to be
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provided by Contractor, Article II). The total fees shall not exceed $1 million inclusive of all
reimbursable costs, amount to be paid as a percentage fee for actual construction task orders issued,
assuming both Phase 1 and Phase 2 are implemented. The contract dollar amount awarded does not
represent a guaranteed revenue source for the successful Proposer. The City reserves the right to
commence, terminate, reduce, or extend the Proposers' Services at any time in response to changing
needs.
II. SERVICES TO BE PROVIDED BY CONTRACTOR
The services to be provided by Contractor are described in Appendix A of this RFP. While Appendix A is
a general guide to the scope of services, it is not intended to be a complete list of all the work necessary to
complete the Project. A modified version of RFP Appendix A shall become Appendix A, "Services to be
provided by Contractor,", in the Agreement between the Airport and the successful JOC consultant
("Agreement"). The successful consultant will be responsible for signing an Agreement between the City
and County of San Francisco in substantially the form of Appendix D of this RFP.
III. SUBMISSION REQUIREMENTS
A. Time and Place for Submission
Proposals must be received by 2:00 PM (PT), on Tuesday, June 5, 2012, at the following address:
Tony Breslin
Project Manager
San Francisco International Airport
Delta/Singapore Building
Design and Construction Division
710 North McDonnell Road, 2nd Floor
San Francisco, CA 94128
Please be advised that U.S. Mail does not make deliveries to the above address. POSTMARKS
WILL NOT BE CONSIDERED IN JUDGING TIMELINESS OF SUBMISSIONS. While not
advised, Proposals could be mailed to the following P.O. Box address for general deliveries to the
Airport:
Tony Breslin
Project Manager
San Francisco International Airport
Design and Construction
P.O. Box 8097
San Francisco, CA 94128
PROPOSERS ARE ADVISED THAT DELIVERY OF PROPOSALS MAILED TO THE ABOVE
ADDRESS MAY BE DELAYED BY INTERNAL HANDLING OF INCOMING MAIL AT SFO.
PROPOSALS MAILED, THEREFORE, MAY NOT REACH THE PROJECT MANAGER
BEFORE THE STIPULATED DEADLINE EVEN IF POSTMARKED WELL IN ADVANCE.
NEITHER POSTMARKS NOR ARRIVAL AT THE AIRPORT WILL BE CONSIDERED IN
JUDGING TIMELINESS. PROPOSALS MUST REACH THE PROJECT MANAGER AT THE
AIRPORT BY THE TIME SPECIFIED IN THIS RFP.
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B. Format
1. Envelope 1: Proposers shall submit seven (7) unbound copies of the technical proposal in an
envelope or box clearly marked "Technical Proposal — Request for Proposal Contract 9082, Job
Order Contracting Services". DO NOT SUBMIT YOUR TECHNICAL PROPOSAL IN A
THREE-RING BINDER.
2. Envelope 2: Proposers shall submit two (2) unbound copies of the fee proposal in a separate
envelope clearly marked "Fee Proposal for Request for Proposal Contract 9082, Job Order
Contracting Services." DO NOT SUBMIT YOUR FEE PROPOSAL IN A THREE-RING
BINDER.
3. Envelope 3: Proposers shall submit one (1) copy of the required HRC forms (Appendix B — HRC
Attachment 2) in envelope clearly marked "HRC DOCUMENTS for Request for Proposal
Contract 9082, Job Order Contracting Services." HRC forms to be submitted include: Form 2A,
Contract Participation Form, Form 3, Non -Discrimination Affidavit, Form 4, Joint Venture Form
(if required), and HRC Form 5, Employment Form. DO NOT SUBMIT YOUR HRC FORMS IN
A THREE-RING BINDER.
4. Envelope 4: Submit one (1) electronic version of the entire submittal including the technical
proposal, fee proposal, HRC documentation and other required documents on a single CD or USB
flash drive.
5. Use recycled paper, print double -sided to the maximum extent practical. Bind the contents of
envelopes 1, 2, 3, 4 and 5 with binder clips. Do not bind any of these documents with a spiral
binding, glued binding or anything similar.
6. For word processing documents, the Commission prefers that text be justified using a serif font
(e.g., Times New Roman, not Arial), and that pages have margins of at least 1" on all sides
(excluding headers and footers). If your response is lengthy, please include a Table of Contents
and tabs.
7. Pages shall be no larger than letter size (8 '/2 by 11 inches) or, if folded to that dimension, twice
letter size (11 by 17 inches). Attachment pages shall also be no larger than letter size (8 'A by 11
inches) or, if folded to that dimension, twice letter size (11 by 17 inches).
D. Content of the Proposal
The selected Proposer will be responsible for accomplishing all of the Services to be provided by
Contractor detailed in Appendix A of this RFP necessary to implement the Contract. Proposers to this
RFP must submit the following information and respond specifically to the information requested, in
the order specified, and use tabs to help organize the proposal. It is recommended that the Proposal be
concise to limit the Proposer's preparation effort.
1. Introduction and Executive Summary
a. Provide a cover letter containing an introduction and executive summary of the Proposer's
team. The cover letter must be signed by a person authorized by the Proposer to obligate the
Proposer to perform the commitments contained in the Proposal. Submission of the letter will
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constitute a representation by the Proposer that the Proposer is willing and able to perform the
commitments contained in the Proposal.
b. Indicate whether the Proposer is a single entity, partnership, corporation, joint venture, or
other legal entity recognized in the State of California. If the Proposer is a joint venture,
provide a copy of the joint venture agreement.
c. Identify the name of the contact person, his or her title, telephone number, email address, and
a brief description of his or her role on the Contract.
d. By submission of the Proposal and signature of the authorized person, the Proposer affirms:
1) The Proposer agrees to commit and assign the Project Manager and key personnel
identified in the Proposal to manage this Contract.
2) If any substitution of the Project Manager or any of the key personnel as submitted with
the Proposal is required, the Consultant shall propose a replacement in writing to the
Commission's Project Manager for approval. Substitutions will not be approved except
for extenuating circumstances (e.g., illness or departure from the Consultant's company).
3) The Consultant shall replace the Project Manager or key personnel departing from the
Contract or departing from his/her assigned role in the Contract with an individual of
comparable experience on a non -temporary basis within thirty (30) calendar days of their
departure. Failure to replace the Project Manager or other key personnel shall not relieve
the Consultant of its obligation for full performance of the Services to be provided by
Contractor as a result of any unfilled position.
2. Statement of Minimum Qualifications
The selected Proposer will assume the responsibilities of the JOC implementation services
Consultant, and must possess a full range of technical, construction and managerial disciplines
with the capabilities associated with JOC program development, JOC procurement support, staff
and contractor training and technical support. To be considered, Proposers must be experienced in
providing the required services for the scope and nature comparable to this Contract. The
Proposer shall provide a statement of qualifications that addresses the following:
b. Proposers responding to this RFP must meet the following minimum qualifications:
1) Five (5) years proven expertise and extensive experience in creating and implementing
construction JOC programs, providing the full range of services identified in Appendix A
of this RFP.
2) California experience with no less than two (2) similar clients to the Airport Commission
that perform a minimum of $5 million in annual JOC construction work. For each
California client cited (referenced) in the Proposal submit the following information:
(a) List total dollar value and dates of construction job order contracts issued for each
client/project listed.
(b) Name of reference
(c) Title of reference
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(d) Client/agency for whom the reference works
(e) Address of client/agency
(f) Telephone number of each reference
(g) FAX number of each reference
(h) Email address of each reference
3) Experience with no less than two (2) additional similar clients to the Airport Commission
in any major metropolitan area in the United States that perform a minimum of $5 million
annually in annual JOC construction work. For each non -California client cited in the
Proposal submit the following information:
(a) List total dollar value and dates of construction job order contracts issued for each
client/project listed.
(b) Name of reference
(c) Title of reference
(d) Client/agency for whom the reference works
(e) Address of client/agency
(f) Telephone number of each reference
(g) FAX number of each reference
(h) Email address of each reference
c. Any proposal that does not demonstrate that the proposer meets these minimum requirements
by the deadline for submittal of proposals will be considered non -responsive and will not be
eligible for award of the contract.
3. Lead Proposer Experience and Qualifications Relevant to this JOC Program
a. Provide information regarding the Proposer's ability to successfully complete the tasks
outlined in Appendix A.
b. Describe the Proposer's qualifications as outlined in Section III.D.2 above.
c. Provide the following information for the lead proposer:
1) Name, address, and telephone number of a contact person
2) A brief description of the Proposer's firm, as well as how any joint venture or association
would be structured
3) Identify the office location that will work directly with the Commission on this Contract.
4) Provide a one -page description of not more than four (4) projects similar in size and
scope which included the following for each project:
(a) A client name
(b) A client reference and telephone number
(c) A summary of each project
(d) Staff members worked on each project
(e) Budget for each project
(f) A schedule summary for each project
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5) If joint consultants or subconsultants are proposed, a one -page description of not more
than four (4) projects similar in size and scope with all of the information listed in items
1) through 6) above.
4. Team Member Firm Experience and Qualifications Relevant to this JOC Program
a. Describe the services available from each proposed team member firm. Identify the office
location that will work directly with the Commission on this Contract. Indicate all former
names, if any, under which the proposed team member firm has conducted business and the
years of operation under each name.
b. The Lead Proposer shall not have an exclusivity agreement with any team member. Team
members are allowed to participate in multiple proposals.
5. Key Staff Qualifications and Experience Relevant to this JOC Program
a. Provide an organization chart, which details the organization proposed for this Contract;
duties and responsibilities for each position along with the person's name; and the
competencies and experience of each person.
b. Provide a description of the experience and qualifications of all relevant key staff who will be
assigned to this Project.
c. Provide a resume for the Project Manager and each key person detailing the following over
the last five (5) years: qualifications and experience relevant to this JOC program; advanced
training; education; professional licensing; work position/title; proposed position/title; and an
indication whether the project manager has worked on any of the referenced projects
submitted. Key personnel is defined as those members of the team who will have direct,
hands-on responsibility for providing the procurement support, training, and on -going
technical support defined in Appendix A of this RFP.
6. Statement of JOC Project Approach
a. Describe the services and activities that your firm proposes to provide to the Commission for
this Project. Include the following information:
1) Describe their ability to meet the Services to be provided by Contractor defined in
Appendix A of this RFP.
2) Proposer shall provide a description of the approach to conducting the Work, including
the roles of key personnel who will be assigned to this Project.
3) Describe how the Proposer will conduct specific major tasks and prepare anticipated
deliverables.
4) Describe the processes and measures to be implemented for controlling cost and
schedule, and tracking delivery and performance and maximizing quality assurance and
quality control.
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5) Proposer shall provide a sample implementation schedule.
6) Proposer shall describe how the proposer's team will coordinate with the Airport's
project team.
7. Proposed Fee
The Proposer shall provide, in a separate sealed envelope, a statement of fee as a percentage of
actual construction task orders issued resulting from award of JOC.
a. Phase I Fee Proposal: The Proposer shall provide a statement of fee(s) for the initial 2-year
pilot program with anticipated construction contract values of two million dollars ($2M) or
less.
b. Phase II Fee Proposal: The Proposer shall provide a statement of fee(s) for the extended
program — year three (3) through year five (5) with the following breakdown of anticipated
construction contract values:
1) Construction contact values of $2M or less
2) Construction contract values of $2M to $5M
3) Construction contract values of $5M to $10M
4) Construction contract values over $10M
IV. EVALUATION APPROACH AND CRITERIA
A. Evaluation Approach
1. Evaluation Panel: The Commission will establish an Evaluation Panel to evaluate Proposals. The
Evaluation Panel will score the written proposals taking into account responsiveness,
demonstrated competence, and experience. If oral interviews are held, this same panel will
evaluate oral presentations during the oral interview phase of the evaluation process. Members of
the panel will be impartial, have technical knowledge and experience in the subject matter of the
Project, and reflect the diversity of the City and County of San Francisco.
2. The Airport Commission requires that the Proposers demonstrate expertise in all scope of service
areas identified in this RFP.
3. The evaluation panel will evaluate the Proposer's written technical Proposal based on the
evaluation criteria below and will assign one of the following confidence ratings to the evaluation
criteria:
a. 80 to 100 Percent of Available Points = High confidence: There is virtually no doubt that
the Proposer Team will successfully perform the required effort. Little or no Airport
intervention is expected to be required to meet the contract requirements.
b. 60 to 79 Percent of Available Points = Significant confidence: There is significant
confidence that the Proposer Team will successfully perform the required effort. Little
Airport intervention is expected to be required to meet the contract requirements.
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c. 40 to 59 Percent of Available Points = Confidence: There is confidence that the Proposer
Team will successfully perform the required effort. Some Airport intervention is expected to
be required to meet the contract requirements.
d. 20 to 39 Percent of Available Points = Less Confidence: There is less confidence that the
Proposer Team will successfully perform the required effort. Airport intervention is expected
to be required to meet the contract requirements.
e. 1 to 19 Percent of Available Points = Little Confidence: There is little confidence that the
Proposer Team will successfully perform the required effort. Airport intervention will be
required to meet the contract requirement.
f. 0 to .99 Percent of Available Points = No confidence: There is no confidence that the
Proposer Team will successfully perform the required effort. Regardless of the degree of
Airport intervention, successful performance is doubtful.
4. The Airport reserves the right to verify from any other available source (including past
performance record at SFO), the information provided by the proposer and to rely upon such
information gathered during the verification process.
5. The Airport reserves the right to adjust, increase, limit, suspend, or rescind any or all
determination(s) based on subsequently learned information.
B. Evaluation Criteria
1. Evaluation Criteria: Using the evaluation criteria identified below and the rating points identified
above, each Evaluation Panel member will individually evaluate and assign rating points to the
written Proposals, and oral interview (if held) ; staff will assign rating points to the proposed fee.
All scores for each Proposal and oral interview (if held) will be added together to create the
overall Proposal score.
a. Introduction and Executive Summary
b. Lead Proposer Experience & Qualifications
c. Team Member Firm Experience & Qualifications
d. Key Staff Qualifications & Experience
e. Statement of JOC Project Approach
f. Oral Interview (if held)
Maximum of 5 points
Maximum of 50 points
Maximum of 10 points
Maximum of 30 points
Maximum of 60 points
Maximum of 50 points
TOTAL POSSIBLE POINTS 205 Points
a. Introduction and Executive Summary (5 points)
The Proposer's introduction and executive summary will be evaluated based on compliance
with the information requested and provided in the written proposal for Section III.D.1.
b. Lead Proposer Experience and Qualifications (50 points)
1) As demonstrated in the proposal, the lead Proposer provided sufficient information
regarding the lead Proposer's ability to successfully complete the tasks outlined in
Appendix A of this RFP.
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2) As demonstrated in the proposal, the lead Proposer described the following
qualifications:
a) Five (5) years of proven expertise and extensive experience in creating and
implementing construction JOC programs, and providing the full range of services
identified in this RFP.
b) California experience with no less than two (2) similar clients to the Airport
Commission that perform a minimum of $5 million in annual JOC construction work.
c) Experience with no less than two (2) additional similar clients to the Airport
Commission in any major metropolitan area in the United States that perform a
minimum of $5 million annually in annual JOC construction work.
3) As demonstrated in the proposal, the Proposer has provided an explanation of why their
Team should be selected for this assignment. The response to this question should contain
information that has not been previously provided in the responses to any other aspect of
this RFP.
c. Team Member Firm Experience and Qualifications (10 points)
As demonstrated in the proposal, the services available from each team member firm as
relevant to the JOC program been generally described, as well as the office location that will
work directly with the Commission. Each team member firm also identified any/all former
business names for each team member.
d. Key Staff Qualifications and Experience (30 points)
1) A proposed organization chart has been submitted, which details the organization
proposed for this Contract. Duties and responsibilities for each position are described;
each position is identified with a person's name; and the competencies and experience of
each person has been described.
2) A resume has been submitted for the Project Manager detailing the following over the
last five (5) years: qualifications and experience relevant to this JOC program; advanced
training; education; professional licensing; work position/title; proposed position/title;
and an indication whether the project manager has worked on any of the referenced
projects submitted.
3) A resume has been submitted for each kev staff person on the proposed team that details
the following over the last five (5) years: qualifications and experience relevant to this
project; advanced training; education; professional licensing; work position/title;
proposed position/title; and an indication as to whether each person has worked on any of
the referenced projects submitted.
e. Statement of JOC Project Approach (60 points)
The Proposer's project approach is critical to the success of the project; as such this RFP will
be evaluated based on the information provided including:
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1) Proposer has described their overall ability to meet the Services to be provided by
Contractor defined in Appendix A of this RFP.
2) Proposer has provided a description of the overall approach to conducting the Work,
including the roles of key personnel who will be assigned to this Project.
3) Proposer has described how it will conduct specific major tasks and prepare anticipated
deliverables.
4) Proposer described the process and measure to be implemented for controlling cost and
schedule, and tracking delivery and performance and maximizing quality assurance and
quality control.
5) Proposer submitted a sample implementation schedule.
6) Proposer described how the team will coordinate with the Airport's project team.
f. Oral Interview (50 points)
Following the evaluation of the written technical proposals, up to the three (3) Proposers
receiving the highest scores for the proposal may be invited to an oral interview. While the
Airport reserves the right to select a JOC consultant without conducting oral interviews, it
may hold oral interviews if the proposal scores for up to three (3) proposers to break the tie.
Interviews, if held, will be conducted by the evaluation panel and will be one -hour in length.
The Proposer will have 35-minutes for their opening statement, presentation and wrap-up; the
Airport will have 15-minutes to ask questions during a question and answer period; and the
Proposer will have 10-minutes to present a summary. The interview will consist of standard
questions asked of each Proposer. The descriptions following are provided as a general guide
to assist proposers in preparing for the interview:
1) Experience: Offer relevance of the team experience as demonstrated by types and
complexity of previous work presented and evidence of the expertise the team brings to
SFO for design build construction services.
2) Approach to Implementation: Present understanding of the key issues that may affect the
Project and quality of insight or conceptualization of issues relevant to the proposed tasks
at hand.
3) Communication: Communicate with quality written and graphic materials and oral
exposition that are clearly organized to represent the skills of the team.
4) Breadth: Present the depth of the team's technical expertise, showing that it is complete
for the anticipated scope of work and is structured for a comprehensive approach.
5) Management: Present evidence that previous work was well managed, within budget,
and on -time. Present documentation of relevant problems and how they were resolved.
V. PRE -PROPOSAL CONFERENCE AND CONTRACT AWARD
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A. Pre -Proposal Conference
Delta/Singapore Building
Design and Construction Division
710 North McDonnell Road, 2nd Floor, Conference Room B
A pre -proposal conference will be held on Tuesday, May 8, 2012, starting at 9:30 AM at the San
Francisco International Airport, Delta/Singapore Building, Design and Construction Division,
710 N. McDonnell Road, Conference Room B, San Francisco, CA 94128 to answer questions or
requests for clarification on any items in the RFQ/RFP. All additional written questions must be
received by 5:00 PM, Tuesday, May 15, 2012, and written responses will be available as an
addendum to this RFP at the Airport's website www.sfoconstruction.com
B. Contract Award
1. Following completion of the evaluation process, staff will notify all proposers of the proposal
ranking and will begin the contract negotiation process with the highest ranked proposer. Once
contract negotiations are complete and staff validates that the highest ranker proposer is 12B
compliant with Human Rights Commission of the City and County of San Francisco, Airport staff
will submit to the Commission for approval, the name of the highest -ranked Proposer and request
award of the JOC contract.
2. The selection of any Proposal shall not imply acceptance by the City of all terms of the Proposal,
which may be subject to further negotiations and approvals before the City may be legally bound
thereby. If a satisfactory contract cannot be negotiated in a reasonable time, Airport Design &
Construction, in its sole discretion, may terminate negotiations with the highest ranked Proposer
and begin contract negotiations with the next highest ranked Proposer.
3. Once the contract is certified, Airport staff will issue a Notice to Proceed to the selected Proposer.
VI. TERMS AND CONDITIONS FOR RECEIPT OF PROPOSALS
A. Errors and Omissions in RFP
Proposers are responsible for reviewing all portions of this RFP. 'Proposers are to promptly notify the
Department, in writing, if the Proposer discovers any ambiguity, discrepancy, omission, or other error
in the RFP. Any such notification should be directed to the Department promptly after discovery, but
in no event later than five (5) working days prior to the date for receipt of proposals. Modifications
and clarifications will be made by addenda as provided below.
B. Inquiries Regarding RFP
Inquiries regarding the RFP and all oral notifications of the intent to request written modifications or
clarifications of the RFP must be directed to:
Tony Breslin
Project Manager
San Francisco International Airport
Design and Construction Division
Email: tony.breslin@flysfo.com
FAX: 650-821-7799
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C. Objections to RFP Terms
Should a Proposer object on any ground to any provision or legal requirement set forth in this RFP,
the Proposer must, not more than ten (10) calendar days after the RFP is issued, provide written
notice to the Department setting forth with specificity the grounds for the objection. The failure of a
Proposer to object in the manner set forth in this paragraph shall constitute a complete and irrevocable
waiver of any such objection.
D. Addenda to RFP
Commission staff may modify the RFP, prior to the response due date, by issuing written addenda,
which will be posted on the San Francisco International Airport website
http://www.flysfo.com/web/page/about/b2b/pro-serv/. Proposers shall be responsible for ensuring that
its Proposal reflects any and all addenda issued by the Commission prior to the response due date
regardless of when the response is submitted. Therefore, the Commission recommends that the
Proposer check the San Francisco International Airport website or the Office of Contracts
Administration website (http://mission.sfgov.org/OCABidPublication/ReviewBids.aspx) before
submitting its response to determine if the firm has downloaded all addenda.
E. Term of Proposal
Submission of a Proposal signifies that the proposed services are valid, for 120 calendar days from the
Proposal due date and that the quoted experience and services are genuine and not the result of
collusion or any other anti -competitive activity.
F. Revision of Response
1. Proposers may revise a response on Proposer's own initiative at any time before the deadline for
submission of responses. The Proposer must submit the revised response in the same manner as
the original. A revised response must be received on or before the response due date.
2. In no case will a statement of intent to submit a revised response, or commencement of a revision
process, extend the response due date for any Proposer.
3. At any time during the RFP evaluation process, the Commission may require a Proposer to
provide oral or written clarification of its response. The Commission reserves the right to make an
award without further clarifications of responses received.
G. Errors and Omissions in Responses
Failure by the City to object to an error, omission, or deviation in the responses will in no way modify
the RFP or excuse the Proposer from full compliance with the specifications of the RFP.
H. Financial Responsibility
The City accepts no financial responsibility for any costs incurred by a Proposer in responding to this
RFP. Submissions of the responses will become the property of the City and may be used by the City
in any way deemed appropriate.
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
I. Proposer's Obligations under the Campaign Reform Ordinance
Proposers must comply with Section 1.126 of the San Francisco Campaign and Governmental
Conduct Code, which states:
1. No person who contracts with the City and County of San Francisco for the rendition of personal
services, for the furnishing of any material, supplies or equipment to the City, or for selling any
land or building to the City, whenever such transaction would require approval by a City elective
officer, or the board on which that City elective officer serves, shall make any contribution to
such an officer, or candidates for such an office, or committee controlled by such officer or
candidate at any time between commencement of negotiations and the later of either (i) the
termination of negotiations for such contract, or (ii) three months have elapsed from the date the
contract is approved by the City elective officer or the board on which that City elective officer
serves.
2. If a Proposer is negotiating for a contract that must be approved by an elected local officer or the
board on which that officer serves, during the negotiation period the Proposer is prohibited from
making contributions to:
a. The officer's re-election campaign
b. A candidate for that officer's office
c. A committee controlled by the officer or candidate.
3. The negotiation period begins with the first point of contact, either by telephone, in person, or in
writing, when a contractor approaches any city officer or employee about a particular contract, or
a city officer or employee initiates communication with a potential contractor about a contract.
The negotiation period ends when a contract is awarded or not awarded to the contractor.
Examples of initial contacts include: (i) a Proposer contacts a city officer or employee to promote
himself or herself as a candidate for a contract; and (ii) a city officer or employee contacts a
contractor to propose that the contractor apply for a contract. Inquiries for information about a
particular contract, requests for documents relating to a Request for Qualifications or Request for
Proposal, and requests to be placed on a mailing list do not constitute negotiations.
4. Violation of Section 1.126 may result in the following criminal, civil, or administrative penalties:
a. Criminal: Any person who knowingly or willfully violates section 1.126 is subject to a fine of
up to $5,000 and a jail term of not more than six months, or both.
b. Civil: Any person who intentionally or negligently violates section 1.126 may be held liable
in a civil action brought by the civil prosecutor for an amount up to $5,000.
c. Administrative: Any person who intentionally or negligently violates section 1.126 may be
held liable in an administrative proceeding before the Ethics Commission held pursuant to the
Charter for an amount up to $5,000 for each violation.
For further information, Proposers should contact the San Francisco Ethics Commission at (415)
581-2300.
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
J. Sunshine Ordinance
In accordance with San Francisco Administrative Code Section 67.24(e), contractors' bids, responses
to RFPs and all other records of communications between the City and persons or Proposers seeking
contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this
provision requires the disclosure of a private person or organization's net worth or other proprietary
financial data submitted for qualification for a contract or other benefits until and unless that person
or organization is awarded the contract or benefit. Information provided which is covered by this
paragraph will be made available to the public upon request.
K. Public Access to Meetings and Records
If a Proposer is a non-profit entity that receives a cumulative total per year of at least $250,000 in
City funds or City -administered funds and is a non-profit organization as defined in Chapter 12L of
the S.F. Administrative Code, the Proposer must comply with Chapter 12L. The Proposer must
include in its Proposal (i) a statement describing its efforts to comply with the Chapter 12L provisions
regarding public access to Proposer's meetings and records, and (ii) a summary of all complaints
concerning the Proposer's compliance with Chapter 12L that were filed with the City in the last two
years and deemed by the City to be substantiated. The summary shall also describe the disposition of
each complaint. If no such complaints were filed, the Proposer shall include a statement to that effect.
Failure to comply with the reporting requirements of Chapter 12L or material misrepresentation in
Proposer's Chapter 12L submissions shall be grounds for rejection of the Proposal and/or termination
of any subsequent Agreement reached on the basis of the RFP.
L. Reservations of Rights by the City
The issuance of this RFP does not constitute an agreement by the City that any contract will actually
be entered into by the City. The City expressly reserves the right at any time to do any or all of the
following:
1. Waive or correct any defect or informality in any response, SOQ, proposal, or proposal
procedure;
2. Reject any or all Proposals;
3. Reissue a Request for Proposal;
4. Prior to submission deadline for Proposals, modify all or any portion of the selection procedures,
including deadlines for accepting responses, the specifications or requirements for any materials,
equipment or services to be provided under this RFP, or the requirements for contents or format
of the Proposals;
5. Procure any materials, equipment or services specified in this RFP by any other means; or
6. Determine that no project will be pursued.
M. No Waiver
AIR-590 (11-07)
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Request for Proposals for Job Order Contract Implementation Services Contract 9082.
No waiver by the City of -any provision of this RFP shall be implied from any failure by the City to
recognize or take action on account of any failure by a proposer to observe any provision of this RFP.
N. Local Business Enterprise Goals and Outreach
The requirements of the Local Business Enterprise and Non -Discrimination in Contracting Ordinance
set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be
amended in the future (collectively the "LBE Ordinance") shall apply to this RFP.
1. The LBE subcontracting goal has been waived for this RFP.
2. Certified LBE Bid Discount /Rating Bonus
a) Micro LBE and Small LBE Rating Bonus
The City strongly encourages proposals from qualified, certified Micro and Small LBEs.
Pursuant to Chapter 14B, a rating bonus will be in effect for the award of this project for any
proposers who are certified by HRC as a Micro or Small LBE, or joint ventures where the
joint venture partners are in the same discipline and have the specific levels of participation
as identified below. For joints ventures, the certified Micro and /or Small LBE must be an
active partner in the joint venture and perform work, manage the job and take financial risks
in proportion to the required level of participation stated in the proposal, and must be
responsible for a clearly defined portion of the work to be performed and share in the
ownership, control, management responsibilities, risks, and profits of the joint venture. The
portion of the certified Micro and/or Small LBE joint venture's work shall be set forth in
detail separately from the work to be performed by the non-LBE joint venture partner. The
certified Micro and/or Small LBE joint venture's portion of the contract must be assigned a
commercially useful function. Certification applications may be obtained by calling HRC at
(415) 252-2500.
The rating bonus applies at each phase of the selection process. The application of the rating
bonus is as follows:
i) 10% to a certified Micro or Small LBE; or a joint venture between or among certified
Micro or Small LBEs;
ii) 5% to a joint venture with certified Micro and/or Small LBE participation, whose
participation is equal to or exceeds 35%, but is under 40% or
iii) 7.5% to a joint venture with certified Micro and/or Small LBE participation, whose
participation equals or exceeds 40%; or
iv) 10% to a certified non-profit entity.
The rating bonus will be applied by adding 5%, 7.5%, or 10% (as applicable) to the score of
each firm eligible for a bonus for the purposes of determining the highest ranked firm.
b) Small Business Administration (SBA) LBE Rating Bonus
AIR-590 (11-07)
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
Pursuant to Chapter 14B,7(E), a 2% rating bonus will be in effect for proposers who are
certified by HRC as a SBA LBE; however, the 2% rating bonus shall not be applied at any
stage if it would adversely affect a Micro or Small LBE proposer or a J/V with LBE
participation.
2. HRC Forms to be submitted with Proposal
a) All proposals submitted must include the following HRC Forms contained in the HRC
Attachment 2: i) Form 2A, HRC Contract Participation Form, ii) HRC Form 3 Non -
Discrimination Affidavit, iii) HRC Form 4 Joint Venture Form (if applicable), and iv) HRC
Employment Form 5. If these forms are not returned with the proposal, the proposal may be
determined to be non -responsive and may be rejected.
b) Please submit only one (1) copy of the above forms with your proposal. The forms should be
placed in a separate, sealed envelope labeled HRC Forms. Airport Commission staff will
deliver them to the attention of the San Francisco Human Rights Commission.
If you have any questions concerning the HRC Forms, you may call Linda Chin, the Human Rights
Commission Contract Compliance Officer for the Airport Commission at (650) 821-7796 or via email
at Linda.Chin a flysfo.com.
VII. CITY AND AIRPORT CONTRACT REQUIREMENTS
A. Standard Contract Provisions
1. The successful proposer will be required to enter into a contract substantially in the form of the
Agreement, attached hereto as AIR-500 contained in Appendix D of this RFP. Failure to timely
execute the contract, or to furnish any and all insurance certificates and policy endorsement or
other materials required in the contract, shall be deemed an abandonment of a contract offer. The
City, in its sole discretion, may select another firm and may proceed against the original selectee
for damages.
2. Proposers are urged to pay special attention to the requirements of Administrative Code Chapters
12B and 12C, Nondiscrimination in Contracts and Benefits, (§ 34 in the Agreement); the
Minimum Compensation Ordinance (§43 in the Agreement); the Health Care Accountability
Ordinance (§ 44 in the Agreement); the First Source Hiring Program (§45 in the Agreement); and
applicable conflict of interest laws (§23 in the Agreement), as set forth in paragraphs B, C, D, E
and F below.
B. Nondiscrimination in Contracts and Benefits
The successful proposer will be required to agree to comply fully with and be bound by the provisions
of Chapters 12B and 12C of the San Francisco Administrative Code. Generally, Chapter 12B
prohibits the City and County of San Francisco from entering into contracts or leases with any entity
that discriminates in the provision of benefits between employees with domestic partners and
employees with spouses, and/or between the domestic partners and spouses of employees. The
Chapter 12C requires nondiscrimination in contracts in public accommodation. Additional
information on Chapters 12B and 12C is available on the HRC's website at
http://sf-hrc.org/index.aspx?page=96.
AIR-590 (11-07)
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
C. Minimum Compensation Ordinance (MCO)
1. The successful proposer will be required to agree to comply fully with and be bound by the
provisions of the Minimum Compensation Ordinance (MCO), as set forth in S.F. Administrative
Code Chapter 12P. Generally, this Ordinance requires contractors to provide employees covered
by the Ordinance who do work funded under the contract with hourly gross compensation and
paid and unpaid time off that meet certain minimum requirements. For the contractual
requirements of the MCO, see §43 in the Agreement.
2. For the amount of hourly gross compensation currently required under the MCO, see
www.sfgov.org/olse/mco . Note that this hourly rate may increase on January 1 of each year and
that contractors will be required to pay any such increases to covered employees during the term
of the contract.
D. Health Care Accountability Ordinance (FICAO)
The successful proposer will be required to agree to comply fully with and be bound by the provisions
of the Health Care Accountability Ordinance (HCAO), as set forth in S.F. Administrative Code
Chapter 12Q. Contractors should consult the San Francisco Administrative Code to determine their
compliance obligations under this chapter. Additional information regarding the HCAO is available
on the web at www.sfgov.org/olse/hcao.
E. First Source Hiring Program (FSHP)
1. If the contract is for more than $50,000, then the First Source Hiring Program (Admin. Code
Chapter 83) may apply. Generally, this ordinance requires contractors to notify the First Source
Hiring Program of available entry-level jobs and provide the Workforce Development System
with the first opportunity to refer qualified individuals for employment.
2. Contractors should consult the San Francisco Administrative Code to determine their compliance
obligations under this chapter. Additional information regarding the FSHP is available on the web
at
http://www.workforcedevelopmentsf.org/i obseekerservices/index.php?option=com content&vie
w=article&id=63&Itemid=27 and from the First Source Hiring Administrator, (415) 401-4960.
F. Conflicts of Interest
1. The successful proposer will be required to agree to comply fully with and be bound by the
applicable provisions of state and local laws related to conflicts of interest, including Section
15.103 of the City's Charter, Article III, Chapter 2 of City's Campaign and Governmental
Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the
State of California. The successful proposer will be required to acknowledge that it is familiar
with these laws; certify that it does not know of any facts that constitute a violation of said
provisions; and agree to immediately notify the City if it becomes aware of any such fact during
the term of the Agreement.
2. Individuals who will perform work for the City on behalf of the successful proposer might be
deemed consultants under state and local conflict of interest laws. If so, such individuals will be
required to submit a Statement of Economic Interests, California Fair Political Practices
AIR-590(11-07)
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
Commission Form 700, to the City within ten calendar days of the City notifying the successful
proposer that the City has selected the proposer.
G. Airport Intellectual Property
Pursuant to Resolution No. 01-0118, adopted by the Airport Commission on April 18, 2001, the
Airport Commission affirmed that it will not tolerate the unauthorized use of its intellectual property,
including the SFO logo, CADD designs, and copyrighted publications. All proposers, bidders,
contractors, tenants, permittees, and others doing business with or at the Airport (including
subcontractors and subtenants) may not use the Airport intellectual property, or any intellectual
property confusingly similar to the Airport intellectual property, without the Airport Director's prior
consent.
H. Labor Peace / Card Check Rule
Without limiting the generality of other provisions herein requiring Contractor to comply with all
Airport Rules, Contractor shall comply with the Airport's Labor Peace/Card Check Rule, adopted on
February 1, 2000, pursuant to Airport Commission Resolution No.00-0049 (the "Labor Peace/Card
Check Rule"). Capitalized terms not defined in this provision are defined in the Labor Peace/Card
Check Rule. To comply with the Labor Peace Card Check Rule, Contractor shall, among other
actions: (a) Enter into a Labor Peace/Card Check Agreement with any Labor Organization which
requests such an agreement and which has registered with the Airport Director or his/her designee,
within thirty (30) days after the Labor Peace/Card Check Agreement has been requested;(b) Not less
than thirty (30) days prior to the modification of this Agreement, Contractor shall provide notice by
mail to any Labor Organization or federation of labor organizations which have registered with the
Director or his/her designee ("registered labor organization"), that Contractor is seeking to modify or
extend this Agreement; (c) Upon issuing any request for proposals, invitations to bid, or similar
notice, or in any event not less than thirty (30) days prior to entering into any Subcontract, Contractor
shall provide notice to all registered Labor Organizations that Contractor is seeking to enter into such
Subcontract; and (d) Contractor shall include in any subcontract with a Subcontractor performing
services pursuant to any covered Contract, a provision requiring the Subcontractor to comply with the
requirements of the Labor/Peace/Card Check Rule. If Airport Director determines that Contractor
shall have violated the Labor/Peace/Card Check Rule, Airport Director shall have the option to
terminate this Agreement, in additional exercising all other remedies available to him / her.
VIII. PROTEST PROCEDURES
A. Protest of Non -Responsiveness Determination
Within five (5) working days of the City's issuance of a notice of non -responsiveness, any Proposer
that has submitted a response to this RFP and believes that the City has incorrectly determined that its
response is non -responsive may submit a written notice of protest. Such notice of protest must be
received by the City on or before the fifth working day following the City's issuance of the notice of
non -responsiveness. The notice of protest must include a written statement specifying in detail each
and every one of the grounds asserted for the protest. The protest must be signed by an individual
authorized to represent the Proposer, and must cite the law, rule, local ordinance, procedure or RFP
provision on which the protest is based. In addition, the protestor must specify facts and evidence
sufficient for the City to determine the validity of the protest.
B. Protest of Establishment of Apparent Highest Ranked Proposer and Contract Award
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Request for Proposals for Job Order Contract Implementation Services Contract 9082
1. Within five (5) working days of the City's issuance of a notice of the highest ranked proposer, any
Proposer that has submitted a responsive response and believes that the City has incorrectly
selected another Proposer for highest ranking or award may submit a written notice of protest.
Such notice of protest must be received by the City on or before the fifth working day after the
City's issuance of the highest ranked proposer or notice of intent to award.
2. Within five (5) working days of the City's issuance of intent to award the contract, any Proposer
that hassubmitted a responsive response and believes that the City has incorrectly selected
another Proposer for award may submit a written notice of protest. Such notice of protest must be
received by the City on or before the fifth working day after the City's issuance of the notice of
intent to establish a list of pre -qualified Design Builders or notice of intent to award.
3. Any notice of protest must include a written statement specifying in detail each and every one of
the grounds asserted for the protest. The protest must be signed by an individual authorized to
represent the Proposer and must cite the law, rule, local ordinance, procedure or RFP provision on
which the protest is based. In addition, the protestor must specify facts and evidence sufficient for
the City to determine the validity of the protest.
C. Delivery of Protests
All protests must be received by the due dates specified above. If a protest is mailed, the protestor
bears the risk of non -delivery within the deadlines specified herein. Protests should be transmitted by
a means that will objectively establish the date the City received the protest. Protests or notice of
protests made orally (e.g., by telephone) will not be considered. Protests must be mailed or faxed to:
Ivar Satero
Deputy Airport Director
San Francisco International Airport
Design & Construction Division
P.O. Box 8097
San Francisco, CA 94128
FAX: (650) 821-7799
AIR-590 (11-07) Page 22 of 22 04/30/2012
Request for Proposals for Job Order Contract Implementation Services RFP No. 9082
APPENDIX A
SERVICES TO BE PROVIDED BY CONTRACTOR
APPENDIX A
Page 1 of 1
Request for Proposals for Job Order Contract Implementation Services Contract 9082
APPENDIX A
Services to be provided by Contractor
The services described inthisAppendix A are to be used as a general guide and are not intended to be a
complete list of all work necessary to complete the project. The selected Proposer for Job Order Contract
(JOC) Implementation Services will be expected to provide:
A. Program Development, Implementation and Support: Contractor will be responsible for the
development, implementation and on -going support of the Airport Commission's customized JOC
program. The successful proposer will be required to prepare for, and participate in informational
meetings with San Mateo and San Francisco Building Trades Councils, local unions and the
construction community during the development of the bid book.
B. Contract Documents: Contractor will be responsible for preparing the JOC documents that will be
used by the Airport Commission to procure the JOC construction contractors including:
1. Unit Price Book: Contractor must prepare a Unit Price Book containing at least 60,000 to
100,000 unit prices covering material, equipment and labor costs for various units of
construction, and adjusting these costs to current market conditions. The use of generic factors to
localize prices is not acceptable. Unit prices for demolition shall be provided for each
construction task. Therefore every cost to install an item or unit shall be accompanied by a
corresponding cost to remove the same item or unit.
2. Technical Specifications: Contractor must prepare and publish technical specifications
describing the materials, performance and installation requirements for each of the construction
tasks listed in the unit price book. Where available, the Airport Commission's standard
specifications will be incorporated into the Technical Specifications.
3. Contractual Terms and Conditions and Bid Forms: Contractor must prepare, in conjunction with
Airport Commission staff, contractual terms and conditions and bid forms which incorporate
JOC language and forms with all appropriate Airport Commission contract language and forms.
C. Information Management System: Contractor will be responsible for providing the Airport
Commission with a comprehensive interne -based JOC information management system for an
unlimited number of Airport Commission and JOC contractor users. The JOC information
management system must be used currently by a minimum of three (3) similar clients and must be
capable of providing full project tracking, developing cost proposals, preparing independent Airport
Commission estimates, generating all project documentation, providing project scheduling, budgeting
and cost control, tracking LBE participation, and generating customized reports. Contractor must
Page 1 of 2
Appendix A
Request for Proposals for Job Order Contract Implementation Services Contract 9082
incorporate current Airport Commission forms and documentation into the information management
system.
D. Procurement Support: Contractor will be responsible for providing Airport Commission with
procurement support to market the Airport Commission JOC Program to potential JOC contractors.
The Contractor will be required to organize and conduct pre -bid meetings with the intending bidders
as well as make presentations on behalf of the Airport Commission with various business and
contracting organizations. Contractor staff assigned to perform procurement support must have
extensive JOC procurement experience.
E. Training Program: Contractor will be responsible for developing and conducting a training program
for the Airport Commission and JOC contractor staff to ensure that the JOC program functions
properly. The training program .must include specialized training courses that will involve all parties
utilizing and administering the JOC program. The training program must include extensive training
on the use of the JOC Information Management System. All training must be "hands on" with
functional use and individual performance as the objective. Actual Airport Commission projects,
must be included in the training program.
F. On -Going Technical Support: Contractor will be responsible for providing extensive on -going
technical support to the Airport Commission. Expectations include assisting the Airport Commission
with program execution, analysis of task order proposals, troubleshooting and continuous system
monitoring. On -going technical support includes providing updated contract documents, assisting
with the procurement of additional JOC contractors, providing Airport Commission with access to all
updates and revisions to the Information Management System, and providing Airport Commission
with access to all updates and revisions to the Information Management System, and providing
training for new Airport Commission and JOC contractors during the term of the contract. Providing
on -going technical support is considered a vital component to ensuring a successful Airport
Commission JOC. program.
END OF APPENDIX A
Page 2 of 2
Appendix A
Request for Proposal for Job Order Contract Implementation Services RFP No. 9082
APPENDIX B
HRC REQUIREMENTS
APPENDIX B
Page 1 of 1
Request for Proposals for Job Order Contract Implementation Services RFP No. 9082
Appendix B
Human Rights Commission Forms
HRC Attachment 2, Requirements for Architecture, Engineering and Professional Service Contracts (for
Contracts $50,000 and over). See link below:
http://www.sf-hrc.org/index.aspx?page=73
Appendix B
Page 1 of 1
Request for Proposals for Job Order Contract Implementation Services RFP No. 9082
APPENDIX C
STANDARD REQUIREMENTS
APPENDIX C
Page 1 of 1.
Request for Proposals Job Order Contract Implementation Services RFP No. 9082
Appendix C
Standard Forms
The requirements described in this Appendix are separate from those described in Appendix B.
Before the City can award any contract to a contractor, that contractor must file three standard City forms
(items 1-3 on the chart). Because many contractors have already completed these forms, and because
some informational forms are rarely revised, the City has not included them in this RFP package. Instead,
this Appendix describes the forms, where to find them on the Internet (see bottom of page 2), and where
to file them. If a contractor cannot get the documents off the Internet, the contractor should call (415)
554-6248 or e-mail Purchasing (purchasing@sfgov.org) and Purchasing will fax, mail or e-mail them to
the contractor.
If a contractor has already filled out items 1-3 (see note under item 3) on the chart, the contractor
should not do so again unless the contractor's answers have changed. To find out whether these
forms have been submitted, the contractor should call Vendor File Support in the Controller's Office at
(415) 554-6702.
If a contractor would like to apply to be certified as a local business enterprise, it must submit item 4. To
find out about item 4 and certification, the contractor should call Human Rights Commission at (415)
252-2500.
Item
Form Name and Internet
Location
Form
Number
Description
For more
information
1.
Request for Taxpayer
Identification Number and
Certification
www.sfgov.org/site/oca page.a
W-9
The City needs the Design-
Builder's taxpayer ID
number on this form. If a
Design -Builder has already
done business with the
City, this form is not
necessary because the City
already has the number.
Controller's Office
Vendor File Support
City Hall, Room 484
San Francisco, CA
94102
(415) 554-6702
sp?id=26550
www.irs.gov/pub/irs-
pdf/fw9.pdf (Form W-9)
vv-ww.irs.gov/pub/irs-
pdf/iw9.pdf (instructions for
W-9)
Appendix C
Page 1 of 3
Request for Proposals Job Order Contract Implementation Services
RFP No. 9082
Item
Form Name and Internet
Location
Form
Number
Description
For more
information
2.
Business Tax Declaration
www.sfgov.org/site/oca page.a
P-25
All Design -Builders must
sign this form to determine
if they must register with
the Tax Collector, even if
not located in San
Francisco. All businesses
that qualify as "conducting
business in San Francisco"
must register with the Tax
Collector.
Controller's Office
Vendor File Support
City Hall, Room 484
San Francisco, CA
94102
(415) 554-6702
sp?id=26550
3.
S.F. Administrative Code
Chapters 12B & 12C
Declaration:
Nondiscrimination in Contracts
and Benefits
www.sfgov.org/site/sfhumanrig
HRC-12B-101
•
Design -Builders tell the
City if their personnel
policies meet the City's
requirements for
nondiscrimination against
protected classes of people,
and in the provision of
benefits between
employees with spouses
and employees with
domestic partners. Form
submission is not complete
if it does not include the
additional documentation
asked for on the form.
Other forms may be
required, depending on the
Design -Builder's answers
on this form. (Note:
Contract -by -Contract
Compliance status
vendors must fill out an
additional form for each
contract.)
Human Rights
Commission
25 Van Ness,
Suite 800
San Francisco,
CA 94102-6059
(415) 252-2500
hts_index.asp?id=4584
In Vendor Profile Application
4.
HRC Local Business Enterprise
(LBE) Certification Application
www.sfgov.org/site/sfhumanrig
HRC
Certification
Application
Local businesses complete
this form to be certified by
HRC as LBEs. Certified
LBEs receive a bid
discount pursuant to
Chapter 14B when bidding
on City contracts. To
receive the bid discount,
you must be certified by
HRC by the proposal due
date.
Human Rights
Commission.
25 Van Ness,
Suite 800
San Francisco,
CA 94102-6059
(415) 252-2500
hts page.asp?id=45141
In Vendor Profile Application
Appendix C
Page 2 of 3
Request for Proposals Job Order Contract Implementation Services
RFP No. 9082
Where the forms are on the Internet
Office of Contract Administration
OCA Homepage:
Purchasing forms:
Human Rights Commission
HRC Homepage:
Equal Benefits forms:
LBE certification form:
http://www.sfgov.org/oca/
Click on "Required Vendor Forms" under the "Information for Vendors &
Contractors" banner.
www.sfgov.org/site/sfhumanrights index.asp
Click on "Forms" under the "Equal Benefits" banner near the bottom.
Click on "14B (LBE) Ordinance, Attachments, & Certification Forms"
under the "LBE" banner near the bottom.
Appendix C
Page 3 of 3
Request for Proposals for Job Order Contract Implementation Services RFP No. 9082
APPENDIX D
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
APPENDIX D
Page 1 of 1
Request for Proposals Job Order Contract Implementation Services RFP No. 9082
City and County of San Francisco
Airport Commission
P.O. Box 8097
San Francisco, California 94128
Agreement between the City and County of San Francisco and
[insert name of contractor]
Contract No. 9082
This Agreement is made this [insert day] day of [insert month], 20 [insert year], in the City and County
of San Francisco, State of California, by and between: [insert name and address of contractor],
hereinafter referred to as "Contractor," and the City and County of San Francisco, a municipal
corporation; hereinafter referred to as "City," acting by and through its Airport Commission or the
Commission's designated agent, hereinafter referred to as "Commission."
Recitals
WHEREAS, the Commission wishes to [insert short description of services required]; and,
WHEREAS, Commission is authorized to enter into all contracts which relate to matters under its
jurisdiction; and
WHEREAS, a Request for Proposal ("RFP") was issued on [insert date], and City selected Contractor as
the highest qualified scorer pursuant to the RFP; and
WHEREAS, Commission awarded this contract to Contractor on [insert date], pursuant to Resolution
No. [insert resolution number]; and
WHEREAS, Contractor represents and warrants that it is qualified to perform the services required by
City as set forth under this Contract; and,
WHEREAS, approval for this Agreement was obtained when the Civil Service Commission approved
Contract number [insert PSC number] on [insert date of Civil Service Commission action];
Now, THEREFORE, the parties agree as follows:
1. Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non -
Appropriation. This Agreement is subject to the budget and fiscal provisions of the City's Charter.
Charges will accrue only after prior written authorization certified by the Controller, and the amount of
City's obligation hereunder shall not at any time exceed the amount certified for the purpose and period
stated in such advance authorization. This Agreement will terminate without penalty, liability or expense
of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal
year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without
penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has
no obligation to make appropriations for this Agreement in lieu of appropriations for new or other
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agreements. City budget decisions are subject to the discretion of the Mayor and the Board of
Supervisors. Contractor's assumption of risk of possible non -appropriation is part of the consideration for
this Agreement.
THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS
AGREEMENT.
2. Term of the Agreement. Subject to Section 1, the term of this Agreement shall be from [insert
beginning date] to [insert termination date].
3. Effective Date of Agreement. This Agreement shall become effective when the Controller has
certified to the availability of funds and Contractor has been notified in writing.
4. Services Contractor Agrees to Perform. The Contractor agrees to perform the services
provided for in Appendix A, "Description of Services," attached hereto and incorporated by reference as
though fully set forth herein. If Appendix A includes as -needed services, such services shall be requested
by City through the issuance of a written task order signed by City and Contractor, which task order shall
be made a part of and incorporated into the Agreement as though fully set forth herein without the need
for a formal amendment to the Agreement. The task order shall include a description of the as -needed
services, the deliverables, schedule for performance, cost, and method and timing of payment.
5. Compensation. Compensation shall be made in monthly payments on or before the [insert day]
day of each month for work, as set forth in Section 4 of this Agreement, that the [insert title of
department head], in his or her sole discretion, concludes has been performed as of the [insert day] day
of the immediately preceding month. In no event shall the amount of this Agreement exceed [insert
whole dollar amount in numbers and words — no pennies and no ".00"]. The breakdown of costs
associated with this Agreement appears in Appendix B, "Calculation of Charges," attached hereto and
incorporated by reference as though fully set forth herein. No charges shall be incurred under this
Agreement nor shall any payments become due to Contractor until reports, services, or both, required
under this Agreement are received from Contractor and approved by [insert name of department] as
being in accordance with this Agreement. City may withhold payment to Contractor in any instance in
which Contractor has failed or refused to satisfy any material obligation provided for under this
Agreement. In no event shall City be liable for interest or late charges for any late payments.
The Controller is not authorized to pay invoices submitted by Contractor prior to Contractor's
submission of HRC Progress Payment Form If Progress Payment Form is not submitted with
Contractor's invoice, the Controller will notify the department, the Director of HRC and Contractor of the
omission. If Contractor's failure to provide HRC Progress Payment Form is not explained to the
Controller's satisfaction, the Controller will withhold 20% of the payment due pursuant to that invoice
until HRC Progress Payment Form is provided. Following City's payment of an invoice, .Contractor has
ten days to file an affidavit using HRC Payment Affidavit verifying that all subcontractors have been paid
and specifying the amount.
6. Guaranteed Maximum Costs. The City's obligation hereunder shall not at any time exceed the
amount certified by the Controller for the purpose and period stated in such certification. Except as may
be provided by laws governing emergency procedures, officers and employees of the City are not
authorized to request, and the City is not required to reimburse the Contractor for, Commodities or
Services beyond the agreed upon contract scope unless the changed scope is authorized by amendment
and approved as required by law. Officers and employees of the City are not authorized to offer or
promise, nor is the City required to honor, any offered or promised additional funding in excess of the
maximum amount of funding for which the contract is certified without certification of the additional.
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amount by the Controller. The Controller is not authorized to make payments on any contract for which
funds have not been certified as available in the budget or by supplemental appropriation.
7. Payment; Invoice Format. Invoices furnished by Contractor under this Agreement must be in a
form acceptable to the Controller, and must include a unique invoice number. All amounts paid by City
to Contractor shall be subject to audit by City. Payment shall be made by City to Contractor at the
address specified in the section entitled "Notices to the Parties."
8. Submitting False Claims; Monetary Penalties. Pursuant to San Francisco Administrative Code
§21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City
for the statutory penalties set forth in that section. The text of Section 21.35, along with the entire San
Francisco Administrative Code is available on the web at:
http://www.amlegal.com/nxt/gateway.dll?f=templates&fn=default.htm&vid=amlegal:sanfrancisco ca. A
contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the
contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or
employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid or approved by the City;
(c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly
makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an
obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent
submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to
disclose the false claim to the City within a reasonable time after discovery of the false claim.
9. Disallowance. — LEFT BLANK BY AGREEMENT OF THE PARTIES
10. Taxes
a. Payment of any taxes, including possessory interest taxes and California sales and use
taxes, levied upon or as a result of this Agreement, or the services delivered pursuant hereto, shall be the
obligation of Contractor.
b. Contractor recognizes and understands that this Agreement may create a "possessory
interest" for property tax purposes. Generally, such a possessory interest is not created unless the
Agreement entitles the Contractor to possession, occupancy, or use of City property for private gain. If
such a possessory interest is created, then the following shall apply:
1) Contractor, on behalf of itself and any permitted successors and assigns,
recognizes and understands that Contractor, and any permitted successors and assigns, may be subject to
real property tax assessments on the possessory interest;
2) Contractor, on behalf of itself and any permitted successors and assigns,
recognizes and understands that the creation, extension, renewal, or assignment of this Agreement may
result in a "change in ownership" for purposes of real property taxes, and therefore may result in a
revaluation of any possessory interest created by this Agreement. Contractor accordingly agrees on
behalf of itself -and its permitted successors and assigns to report on behalf of the City to the County
Assessor the information required by Revenue and Taxation Code section 480.5, as amended from time to
time, and any successor provision.
3) Contractor, on behalf of itself and any permitted successors and assigns,
recognizes and understands that other events also may cause ' a change of ownership of the possessory
interest and result in the revaluation of the possessory interest. (see, e.g., Rev. & Tax. Code section 64, as
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amended from time to time). Contractor accordingly agrees on behalf of itself and its permitted
successors and assigns to report any change in ownership to the County Assessor, the State Board of
Equalization or other public agency as required by law.
4) Contractor further agrees to provide such other informationas may be requested
by the City to enable the City to comply with any reporting requirements for possessory interests that are
imposed by applicable law.
11. Payment Does Not Imply Acceptance of Work. The granting of any payment by City, or the
receipt thereof by Contractor, shall in no way lessen the liability of Contractor to replace unsatisfactory
work, equipment, or materials, although the unsatisfactory character of such work, equipment or materials
may not have been apparent or detected at the time such payment was made. Materials, equipment,
components, or workmanship that does not conform to the requirements of this Agreement may be
rejected by City and in such case must be replaced by Contractor without delay.
12. Qualified Personnel. Work under this Agreement shall be performed only by competent
personnel under the supervision of and in the employment of Contractor. Contractor will comply with
City's reasonable requests regarding assignment of personnel, but all personnel, including those assigned
at City's request, must be supervised by Contractor. Contractor shall commit adequate resources to
complete the project within the project schedule specified in this Agreement.
13. Responsibility for Equipment. City shall not be responsible for any damage to persons or
property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its
employees, even though such equipment be furnished, rented or loaned to Contractor by City.
14. Independent Contractor; Payment of Taxes and Other Expenses
a. Independent Contractor. Contractor or any agent or employee of Contractor shall be
deemed at all times to be an independent contractor and is wholly responsible for the manner in which it
performs the services and work requested by City under this Agreement. Contractor or any agent or
employee of Contractor shall not have employee status with City, nor be entitled to participate in any
plans, arrangements, or distributions by City pertaining toorin connection with any retirement, health or
other benefits that City may offer its employees. Contractor or any agent or employee of Contractor is
liable for the acts and omissions of itself, its employees and its agents. Contractor shall be responsible for
all obligations and payments, whether imposed by federal, state or local law, including,'but not limited to,
FICA, income tax withholdings, unemployment compensation, insurance, and other similar
responsibilities related to Contractor's performing services and work, or any agent or employee of
Contractor providing same. Nothing in this Agreement shall be construed as creating an employment or
agency relationship between City and Contractor or any agent or employee of Contractor. Any terms in
this Agreement referring to direction from City shall be construed as providing for direction as to policy
and the result of Contractor's work only, and not as to the means by which such a result is obtained. City
does not retain the right to control the means or the method by which Contractor performs work under this
Agreement.
b. Payment of Taxes and Other Expenses. Should City, in its discretion, or a relevant
taxing authority such as the Internal Revenue Service or the State Employment Development Division, or
both, determine that Contractor is an employee for purposes of collection of any employment taxes, the
amounts payable under this Agreement shall be reduced by amounts equal to both the employee and
employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which
can be applied against this liability). City shall then forward those amounts to the relevant taxing
authority. Should a relevant taxing authority determine a liability for past services performed by
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Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount
due or arrange with City to have the amount due withheld from future payments to Contractor under this
Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit
against such liability). A determination of employment status pursuant to the preceding two paragraphs
shall be solely for the purposes of the particular tax in question, and for all other purposes of this
Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing,
should any court, arbitrator, or administrative authority determine that Contractor is an employee for any
other purpose, then Contractor agrees to a reduction in City's financial liability so that City's total
expenses under this Agreement are not greater than they would have been had the court, arbitrator, or
administrative authority determined that Contractor was not an employee.
15. Insurance
a. Without in any way limiting Contractor's liability pursuant to the "Indemnification"
section of this Agreement, Contractor must maintain in force, during the full term of the Agreement,
insurance in the following amounts and coverage's:
1) Workers' Compensation, in statutory amounts, with Employers' Liability Limits
not less than $1,000,000 each accident, injury, or illness; and
2) Commercial General Liability Insurance with limits not less than $1,000,000
each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Contractual
Liability, Personal Injury, Products and Completed Operations; and
3) Commercial Automobile Liability Insurance with limits not less than $1,000,000
each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non -
Owned and Hired auto coverage, as applicable.
b. Commercial General Liability and Commercial Automobile Liability Insurance policies
must be endorsed to provide:
1) Name as Additional Insured the City and County of San Francisco, its Officers,
Agents, and Employees and the San Francisco International Airport.
2) That such policies are primary insurance to any other insurance available to the
Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies
separately to each insured against whom claim is made or suit is brought.
c. Regarding Workers' Compensation, Contractor hereby agrees to waive subrogation
which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Contractor, its employees, agents and subcontractors.
d. All policies shall provide thirty days' advance written notice to the City of reduction or
nonrenewal of coverages or cancellation of coverages for any reason. Notices shall be sent to the City
address in the "Notices to the Parties" section.
e. Should any of the required insurance be provided under a claims -made form, Contractor
shall maintain such coverage continuously throughout the tern of this Agreement and, without lapse, for
a period of three years beyond the expiration of this Agreement, to the effect that, should occurrences
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during the contract term give rise to claims made after expiration of the Agreement, such claims shall be
covered by such claims -made policies.
f. Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit or provides that claims investigation or legal defense costs be included in
such general annual aggregate limit, such general annual aggregate limit shall be double the occurrence or
claims limits specified above.
g. Should any required insurance lapse during the term of this Agreement, requests for
payments originating after such lapse shall not be processed until the City receives satisfactory evidence
of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not
reinstated, the City may, at its sole option, terminate this Agreement effective on the date of such lapse of
insurance.
h. Before commencing any operations under this Agreement, Contractor shall furnish to
City certificates of insurance and additional insured policy endorsements with insurers with ratings
comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are
satisfactory to City, in form evidencing all coverages set forth above. Failure to maintain insurance shall
constitute a material breach of this Agreement.
i. Approval of the insurance by City shall not relieve or decrease the liability of Contractor
hereunder.
j. If a subcontractor will be used to complete any portion of this agreement, the Contractor
shall ensure that the subcontractor shall provide all necessary insurance and shall name the City and
County of San Francisco, its officers, agents and employees and the Contractor listed as additional
insured's.
16. Indemnification. Contractor shall indemnify and save harmless City and its officers, agents and
employees from, and, if requested, shall defend them against any and all loss, cost, damage, injury,
liability, and claims thereof for injury to or death of a person, including employees of Contractor or loss
of or damage to property, arising directly or indirectly. from Contractor's performance of this Agreement,
including, but not limited to, Contractor's use of facilities or equipment provided by City or others,
regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to
be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under
applicable law in effect on or validly retroactive to the date of this Agreement, and except where such
loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City
and is not contributed to by any act of, or by any omission to perform some duty imposed by law or
agreement on Contractor, its subcontractors or either's agent or employee. The foregoing indemnity shall
include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and
City's costs of investigating any claims against the City. In addition to Contractor's obligation to
indemnify City, Contractor specifically acknowledges and agrees that it has an immediate and
independent obligation to defend City from any claim which actually or potentially falls within this
indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which
obligation arises at the time such claim is tendered to Contractor by City and continues at all times
thereafter. Contractor shall indemnify and hold City harmless from all loss and liability, including
attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights,
copyright, trade secret or any other proprietary right or trademark, and all other intellectual property
claims of any person or persons in consequence of the use by City, or any of its officers or agents, of
articles or services to be supplied in the performance of this Agreement.
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17. Incidental and Consequential Damages. Contractor shall be responsible for incidental and
consequential damages resulting in whole or in part from Contractor's acts or omissions. Nothing in this
Agreement shall constitute a waiver or limitation of any rights that City may have under applicable law.
18. Liability of City. CITY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL
BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 5 OF
THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED
ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN
CONNECTION WITH THIS AGREEMENT.
19. Liquidated Damages. LEFT BLANK BY AGREEMENT OF THE PARTIES
20. Default; Remedies
a. Each of the following shall constitute an event of default ("Event of Default") under this
Agreement:
1) Contractor fails or refuses to perform or observe any term, covenant or condition
contained in any of the following Sections of this Agreement:
8. Submitting False Claims; Monetary 37. Drug -free workplace policy
Penalties.
10. Taxes 53. Compliance with laws
15. Insurance 55. Supervision of minors
24. Proprietary or confidential information of 57. Protection of private information
City
30. Assignment 58. Graffiti removal
2) Contractor fails or refuses to perform or observe any other term, covenant or
condition contained in this Agreement, and such default continues for a period of ten days after written
notice thereof from City to Contractor.
3) Contractor (a) is generally not paying its debts as they become due, (b) files, or
consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy,
insolvency or other debtors' relief law of any jurisdiction, (c) makes an assignment for the benefit of its
creditors, (d) consents to the appointment of a custodian, receiver, trustee or other officer with similar
powers of Contractor or of any substantial part of Contractor's property or (e) takes action for the purpose
of any of the foregoing.
4) A court or government authority enters an order (a) appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Contractor or with respect to any
substantial part of Contractor's property, (b) constituting an order for relief or approving a petition for
relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take
advantage of any bankruptcy, insolvency or other debtors' relief law of any jurisdiction or (c) ordering the
dissolution, winding -up or liquidation of Contractor.
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b. On and after any Event of Default, City shall have the right to exercise its legal and
equitable remedies, including, without limitation, the right to terminate this Agreement or to seek specific
performance of all or any part of this Agreement. In addition, City shall have the right (but no obligation)
to cure (or cause to be cured) on behalf of Contractor any Event of Default; Contractor shall pay to City
on demand all costs and expenses incurred by City in effecting such cure, with interest thereon from the
date of incurrence at the maximum rate then permitted by law. City shall have the right to offset from any
amounts due to Contractor under this Agreement or any other agreement between City and Contractor all
damages, losses, costs or expenses incurred by City as a result of such Event of Default and any
liquidated damages due from Contractor pursuant to the terms of this Agreement or any other agreement..
c. All remedies provided for in this Agreement may be exercised individually or in
combination with any other remedy available hereunder or under applicable laws, rules and regulations.
The exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy.
21. Termination for Convenience
a. City shall have the option, in its sole discretion, to terminate this Agreement, at any time
during the term hereof, for convenience and without cause. City shall exercise this option by giving
Contractor written notice of termination. The notice shall specify the date on which termination shall
become effective.
b. Upon receipt of the notice, Contractor shall commence and perform, with diligence, all
actions necessary on the part of Contractor to effect the termination of this Agreement on the date
specified by City and to minimize the liability of Contractor and City to third parties as a result of
termination. All such actions shall be subject to the prior approval of City. Such actions shall include,
without limitation:
1) Halting the performance of all services and other work under this Agreement on
the date(s) and in the manner specified by City.
or other items.
2) Not placing any further orders or subcontracts for materials, services, equipment
3) Terminating all existing orders and subcontracts.
4) At City's direction, assigning to City any or all of Contractor's right, title, and
interest under the orders and subcontracts terminated. Upon such assignment, City shall have the right, in
its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and
subcontracts.
5) Subject to City's approval, settling all outstanding liabilities and all claims
arising out of the termination of orders and subcontracts.
6) Completing performance of any services or work that City designates to be
completed prior to the date of termination specified by City.
7) Taking such action as may be necessary, or as the City may direct, for the
protection and preservation of any property related to this Agreement which is in the possession of
Contractor and in which City has or may acquire an interest.
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c. Within 30 days after the specified termination date; Contractor shall submit to City an
invoice, which shall set forth each of the following as a separate line item:
1) The reasonable cost to Contractor, without profit, for all services and other work
City directed Contractor to perform prior to the specified termination date, for which services or work
City has not already tendered payment. Reasonable costs may include a reasonable allowance for actual
overhead, not to exceed a total of 10% of Contractor's direct costs for services or other work. Any
overhead allowance shall be separately itemized. Contractor may also recover the reasonable cost of
preparing the invoice.
2) A reasonable allowance for profit on the cost of the services and other work
described in the immediately preceding subsection (1), provided that Contractor can establish, to the
satisfaction of City, that Contractor would have made a profit had all services and other work under this
Agreement been completed, and provided further, that the profit allowed shall in no event exceed 5% of
such cost.
3) The reasonable cost to Contractor of handling material or equipment returned to
the vendor, delivered to the City or otherwise disposed of as directed by the City.
4) A deduction for the cost of materials to be retained by Contractor, amounts
realized from the sale of materials and not otherwise recovered by or credited to City, and any other
appropriate credits to City against the cost of the services or other work.
d. In no event shall City be liable for costs incurred by Contractor or any of its
subcontractors after the termination date specified by City, except for those costs specifically enumerated
and described in the immediately preceding subsection (c). Such non -recoverable costs include, but are
not limited to, anticipated profits on this Agreement, post -termination employee salaries, post -termination
administrative expenses, post -termination overhead or unabsorbed overhead, attorneys' fees or other costs
relating to the prosecution of a claim or lawsuit, prejudgment interest, or any other expense which is not
reasonable or authorized under such subsection (c).
e. In arriving at the amount due to Contractorr under this Section, City may deduct: (1) all
payments previously made by City for work or other services covered by Contractor's final invoice; (2)
any claim which City may have against Contractor in connection with this Agreement; (3) any invoiced
costs or expenses excluded pursuant to the immediately preceding subsection (d); and (4) in instances in
which, in the opinion of the City, the cost of any service or other work performed under this Agreement is
excessively high due to costs incurred to remedy or replace defective or rejected services or other work,
the difference between the invoiced amount and City's estimate of the reasonable cost of performing the
invoiced services or other work in compliance with the requirements of this Agreement.
f. City's payment obligation under this Section shall survive termination of this Agreement.
22. Rights and Duties upon Termination or Expiration. This Section and the following Sections
of this Agreement shall survive termination or expiration of this Agreement:
8. Submitting false claims
9. Disallowance
10. Taxes
11. Payment does not imply acceptance of work
13. Responsibility for equipment
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24. Proprietary or confidential information
of City
26. Ownership of Results
27. Works for Hire
28. Audit and Inspection of Records
48. Modification of Agreement.
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14. Independent Contractor; Payment of Taxes
and Other Expenses
15. Insurance
16. Indemnification
17. Incidental and Consequential Damages
18. Liability of City
49. Administrative Remedy for Agreement
Interpretation.
50. Agreement Made in California; Venue
51. Construction
52. Entire Agreement
56. Severability
57. Protection of private information
Subject to the immediately preceding sentence, upon termination of this Agreement prior to expiration of
the term specified in Section 2, this Agreement shall terminate and be of no further force or effect.
Contractor shall transfer title to City, and deliver in the manner, at the times, and to the extent, if any,
directed by City, any work in progress, completed work, supplies, equipment, and other materials
produced as a part of, or acquired in connection with the performance of this Agreement, and any
completed or partially completed work which, if this Agreement had been completed, would have been
required to be furnished to City. This subsection shall survive termination of this Agreement.
23. Conflict of Interest. Through its execution of this Agreement, Contractor acknowledges that it is
familiar with the provision of Section 15.103 of the City's Charter, Article III, Chapter 2 of City's
Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the
Government Code of the State of California, and certifies that it does not know of any facts which
constitutes a violation of said provisions and agrees that it will immediately notify the City if it becomes
aware of any such fact during the term of this Agreement.
24. Proprietary or Confidential Information of City. Contractor understands and agrees that, in
the performance of the work or services under this Agreement or in contemplation thereof, Contractor
may have access to private or confidential information which may be owned or controlled by City and
that such information may contain proprietary or confidential details, the disclosure of which to third
parties may be damaging to City. Contractor agrees that all information disclosed by City to Contractor
shall be held in confidence and used only in performance of the Agreement. Contractor shall exercise the
same standard of care to protect such information as a reasonably prudent contractor would use to protect
its own proprietary data.
25. Notices 'to the Parties. Unless otherwise indicated elsewhere in this Agreement, all written
communications sent by the parties may be by U.S. mail, e-mail or by fax, and shall be addressed as
follows:
To City: [insert name or title of department contact person, name of department,
mailing address, and e-mail address; fax number is optional]
To Contractor: [insert name of contractor, mailing address, and e-mail address; fax
number is optional]
Any notice of default must be sent by registered mail.
26. Ownership of Results. Any interest of Contractor or its Subcontractors, in drawings, plans,
specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or
other documents prepared by Contractor or its subcontractors in connection with services to be performed
under this Agreement, shall become the property of and will be transmitted to City. However, Contractor
may retain and use copies for reference and as documentation of its experience and capabilities.
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27. Works for Hire. If, in connection with services performed under this Agreement, Contractor or
its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems
designs, software, reports, diagrams, surveys, blueprints, source codes or any other original works of
authorship, such works of authorship shall be works for hire as defined under Title 17 of the United States
Code, and all copyrights in such works are the property of the City. If it is ever determined that any
works created by Contractor or its subcontractors under this Agreement are not works for hire under U.S.
law, Contractor hereby assigns all copyrights to such works to the City, and agrees to provide any
material and execute any documents necessary to effectuate such assignment. With the approval of the
City, Contractor may retain and use copies of such works for reference and as documentation of its
experience and capabilities.
28. Audit and Inspection of Records. Contractor agrees to maintain and make available to the City,
during regular business hours, accurate books and accounting records relating to its work under this
Agreement. Contractor will permit City to audit, examine and make excerpts and transcripts from such
books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other
data related to all other matters covered by this Agreement, whether funded in whole or in part under this
Agreement. Contractor shall maintain such data and records in an accessible location and condition for a
period of not less than five years after final payment under this Agreement or until after final audit has
been resolved, whichever is later. The State of California or any federal agency having an interest in the
subject matter of this Agreement shall have the same rights conferred upon City by this Section.
29. Subcontracting. Contractor is prohibited from subcontracting this Agreement or any part of it
unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this
Agreement, contract on behalf of or in the name of the other party. An agreement made in violation of
this provision shall confer no rights on any party and shall be null and void.
30. Assignment. The services to be performed by Contractor are personal in character and neither
this Agreement nor any duties or obligations hereunder may be assigned or delegated by the Contractor
unless first approved by City by written instrument executed and approved in the same manner as this
Agreement.
31. Non -Waiver of Rights. The omission by either party at any time to enforce any default or right
reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other
party at the time designated, shall not be a waiver of any such default or right to which the party is
entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.
32. Earned Income Credit (EIC) Forms. Administrative Code section 120 requires that employers
provide their employees with IRS Form W-5 (The Earned Income Credit Advance Payment Certificate)
and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the
Internet, or anywhere that Federal Tax Forms can be found. Contractor shall provide EIC Forms to each
Eligible Employee at each of the following times: (i) within thirty days following the date on which this
Agreement becomes effective (unless Contractor has already provided such EIC Forms at least once
during the calendar year in which such effective date falls); (ii) promptly after any Eligible Employee is
hired by Contractor; and (iii) annually between January 1 and January 31 of each calendar year during the
term of this Agreement. Failure to comply with any requirement contained in subparagraph (a) of this
Section shall constitute a material breach by Contractor of the terms of this Agreement. If, within thirty
days after Contractor receives written notice of such a breach, Contractor fails to cure such breach or, if
such breach cannot reasonably be cured within such period of thirty days, Contractor fails to commence
efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City
may pursue any rights or remedies available under this Agreement or under applicable law. Any
Subcontract entered into by Contractor shall require the subcontractor to comply, as to the subcontractor's
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Eligible Employees, with each of the terms of this section. Capitalized terms used in this Section and not
defined in this Agreement shall have the meanings assigned to such terms in Section 120 of the San
Francisco Administrative Code.
33. Local Business Enterprise Utilization; Liquidated Damages
a. The LBE Ordinance. Contractor, shall comply with all the requirements of the Local
Business Enterprise and Non -Discrimination in Contracting Ordinance set forth in Chapter 14B of the
San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the
"LBE Ordinance"), provided such amendments do not materially increase Contractor's obligations or
liabilities, or materially diminish Contractor's rights, under this Agreement. Such provisions of the LBE
Ordinance are incorporated by reference and made a part of this Agreement as though fully set forth in
this section. Contractor's willful failure to comply with any applicable provisions of the LBE Ordinance
is a material breach of Contractor's obligations under this Agreement and shall entitle City, subject to any
applicable notice and cure provisions set forth in this Agreement, to exercise any of the remedies
provided for under this Agreement, under the LBE Ordinance or otherwise available at law or in equity,
which remedies shall be cumulative unless this Agreement expressly provides that any remedy is
exclusive. In addition, Contractor shall comply fully with all other applicable local, state and federal laws
prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.
b. Compliance and Enforcement
1) Enforcement. If Contractor willfully fails to comply with any of the provisions
of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of
this Agreement pertaining to LBE participation, Contractor shall be liable for liquidated damages in an
amount equal to Contractor's net profit on this Agreement, or 10% of the total amount of this Agreement,
or $1,000, whichever is greatest. The Director of the City's Human Rights Commission or any other
public official authorized to enforce the LBE Ordinance (separately and collectively, the "Director of
HRC") may also impose other sanctions against Contractor authorized in the LBE Ordinance, including
declaring the Contractor to be irresponsible and ineligible to contract with the City for a period of up to
five years or revocation of the Contractor's LBE certification. The Director of HRC will determine the
sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to
Administrative Code § 14B.17. By entering into this Agreement, Contractor acknowledges and agrees
that any liquidated damages assessed by the Director of the HRC shall be payable to City upon demand.
Contractor further acknowledges and agrees that any liquidated damages assessed may be withheld from
any monies due to Contractor on any contract with City. Contractor agrees to maintain records necessary
for monitoring its compliance with the LBE Ordinance for a period of three years following termination
or expiration of this Agreement, and shall make such records available for audit and inspection by the
Director of HRC or the Controller upon request.
2) Subcontracting Goals. The LBE subcontracting participation goal for this
contract is [insert number] %. Contractor shall fulfill the subcontracting commitment made in its bid or
proposal. Each invoice submitted to City for payment shall include the information required in the HRC
Progress Payment Form and the HRC Payment Affidavit. Failure to provide the HRC Progress Payment
Form and the HRC Payment Affidavit with each invoice submitted by Contractor shall entitle City to
withhold 20% of the amount of that invoice until the HRC Payment Form and the HRC Subcontractor
Payment Affidavit are provided by Contractor. Contractor shall not participate in any back contracting to
the Contractor or lower -tier subcontractors, as defined in the LBE Ordinance, for any purpose inconsistent
with the provisions of the LBE Ordinance, its implementing rules and regulations, or this Section.
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3) Subcontract Language Requirements. Contractor shall incorporate the LBE
Ordinance into each subcontract made in the fulfillment of Contractor's obligations under this Agreement
and require each subcontractor to agree and comply with provisions of the ordinance applicable to
subcontractors. Contractor shall include in all subcontracts with LBEs made in fulfillment of
Contractor's obligations under this Agreement, a provision requiring Contractor to compensate any LBE
subcontractor for damages for breach of contract or liquidated damages equal to 5% of the subcontract
amount, whichever is greater, if Contractor does not fulfill its commitment to use the LBE subcontractor
as specified in the bid or proposal, unless Contractor received advance approval from the Director of
HRC and contract awarding authority to substitute subcontractors or to otherwise modify the
commitments in the bid or proposal. Such provisions shall also state that it is enforceable in a court of
competent jurisdiction. Subcontracts shall require the subcontractor to maintain records necessary for
monitoring its compliance with the LBE Ordinance for a period of three years following termination of
this contract and to make such records available for audit and inspection by the Director of HRC or the
Controller upon request.
4) • Payment of Subcontractors. Contractor shall pay its subcontractors within
three working days after receiving payment from the City unless Contractor notifies the Director of HRC
in writing within ten working days prior to receiving payment from the City that there is a bona fide
dispute between Contractor and its subcontractor and the Director waives the three-day payment
requirement, in which case Contractor may withhold the disputed amount but shall pay the undisputed
amount. Contractor further agrees, within ten working days following receipt of payment from the City,
to file the HRC Payment Affidavit with the Controller, under penalty of perjury, that the Contractor has
paid all subcontractors. The affidavit shall provide the names and addresses of all subcontractors and the
amount paid to each. Failure to provide such affidavit may subject Contractor to enforcement procedure
under Administrative Code § 14B.17.
34. Nondiscrimination; Penalties
a. Contractor Shall Not Discriminate. In the performance of this Agreement, Contractor
agrees not to discriminate against any employee, City and County employee working with such contractor
or subcontractor, applicant for employment with such contractor or subcontractor, or against any person
seeking accommodations, advantages, facilities, privileges, services, or membership in all business,
social, or other establishments or organizations, on the basis of the fact or perception of a person's race,
color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender
identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or
HIV status (AIDS/HIV status), or association with members of such protected classes, or in retaliation for
opposition to discrimination against such classes.
b. Subcontracts. Contractor shall incorporate by reference in all subcontracts the
provisions of §§12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code (copies of
which are available from Purchasing) and shall require all subcontractors to comply with such provisions.
Contractor's failure to comply with the obligations in this subsection shall constitute a material breach of
this Agreement.
c. Nondiscrimination in Benefits. Contractor does not as of the date of this Agreement
and will not during the term of this Agreement, in any of its operations in San Francisco, on real property
owned by San Francisco, or where work is being performed for the City elsewhere in the United States,
discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or
membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as
any benefits other than the benefits specified above, between employees with domestic partners and
employees with spouses, and/or between the domestic partners and spouses of such employees, where the
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domestic partnership has been registered with a governmental entity pursuant to state or local law
authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco
Administrative Code.
d. Condition to Contract. As a condition to this Agreement, Contractor shall execute the
"Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits" form (form HRC-12B-101) with
supporting documentation and secure the approval of the form by the San Francisco Human Rights
Commission prior to Airport Commission Award of this Agreement.
e. Incorporation of Administrative Code Provisions by Reference. The provisions of
Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by
reference and made a part of this Agreement as though fully set forth herein. Contractor shall comply
fully with and be bound by all of the provisions that apply to this Agreement under such Chapters,
including but not limited to the remedies provided in such Chapters. Without limiting the foregoing,
Contractor understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative
Code, a penalty of $50 for each person for each calendar day during which such person was discriminated
against in violation of the provisions of this Agreement may be assessed against Contractor and/or
deducted from any payments due Contractor.
35. MacBride Principles —Northern Ireland. Pursuant to San Francisco Administrative Code
§ 12F.5, the City and County of San Francisco urges companies doing business in Northern Ireland to
move towards resolving employment inequities, and encourages such companies to abide by the
MacBride Principles. The City and County, of San Francisco urges San Francisco companies to do
business with corporations that abide by the MacBride Principles. By signing below, the person
executing this agreement on behalf of Contractor acknowledges and agrees that he or she has read and
understood this section.
36. Tropical Hardwood and Virgin Redwood Ban. Pursuant to §804(b) of the San Francisco
Environment Code, the City and County of San Francisco urges contractors not to import, purchase,
obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood
or virgin redwood wood product.
37. Drug -Free Workplace Policy. Contractor acknowledges that pursuant to the Federal Drug -Free
Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a
controlled substance is prohibited on City premises. Contractor agrees that any violation of this
prohibition by Contractor, its employees, agents or assigns will be deemed a material breach of this
Agreement.
38. Resource Conservation. Chapter 5 of the San Francisco Environment Code ("Resource
Conservation") is incorporated herein by reference. Failure by Contractor to comply with any of the
applicable requirements of Chapter 5 will be deemed a material breach of contract.
39. Compliance with Americans with Disabilities Act. Contractor acknowledges that, pursuant to
the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public
entity to the public, whether directly or through a contractor, must be accessible to the disabled public.
Contractor shall provide the services specified in this Agreement in a manner that complies with the ADA
and any and all other applicable federal, state and local disability rights legislation. Contractor agrees not
to discriminate against disabled persons in the provision of services, benefits or activities provided under
this Agreement and further agrees that any violation of this prohibition on the part of Contractor, its
employees, agents or assigns will constitute a material breach of this Agreement.
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40. Sunshine Ordinance. In accordance with San Francisco Administrative Code §67.24(e),
contracts, contractors' bids, responses to solicitations and all other records of communications between
City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has
been awarded. Nothing in this provision requires the disclosure of a private person or organization's net
worth or other proprietary financial data submitted for qualification for a contract or other benefit until
and unless that person or organization is awarded the contract or benefit. Information provided which is
covered by this paragraph will be made available to the public upon request.
41. Public Access to Meetings and Records. If the Contractor receives a cumulative total per year
of at least $250,000 in City funds or City -administered funds and is a non-profit organization as defined
in Chapter 12L of the San Francisco Administrative Code, Contractor shall comply with and be bound by
all the applicable provisions of that Chapter. By executing this Agreement, the Contractor agrees to open
its meetings and records to the public in the manner set forth in §§12L.4 and 12L.5 of the Administrative
Code. Contractor further agrees to make -good faith efforts to promote community membership on its
Board of Directors in the manner set forth in § 12L.6 of the Administrative Code. The Contractor
acknowledges that its material failure to comply with any of the provisions of this paragraph shall
constitute a material breach of this Agreement. The Contractor further acknowledges that such material
breach of the Agreement shall be grounds for the City to terminate and/or not renew the Agreement,
partially or in its entirety.
42. Limitations on Contributions. Through execution of this Agreement, Contractor acknowledges
that it is familiar with section 1.126 of the City's Campaign and Governmental Conduct Code, which
prohibits any person who contracts with the City for the rendition of personal services, for the furnishing
of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or
loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office
if the contract must be approved by the individual, a board on which that individual serves, or the board
of a state agency on which an appointee of that individual serves, (2) a candidate for the office held by
such individual, or (3) a committee controlled by such individual, at any time from the commencement of
negotiations for the contract until the later of either the termination of negotiations for such contract or six
months after the date the contract is approved. Contractor acknowledges that the foregoing restriction
applies only if the contract or a combination or series of contracts approved by the same individual or
board in a fiscal year have a total anticipated or actual value of $50,000 or more. Contractor further
acknowledges that the prohibition on contributions applies to each prospective party to the contract; each
member of Contractor's board of directors; Contractor's chairperson, chief executive officer, chief
financial officer and chief operating officer; any person with an ownership interest of more than 20
percent in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored
or controlled by Contractor. Additionally, Contractor acknowledges that Contractor must inform each of
the persons described in the preceding sentence of the prohibitions contained in Section 1.126.
Contractor further agrees to provide to City the names of each person, entity or committee described
above.
43. Requiring Minimum Compensation for Covered Employees
a. Contractor agrees to comply fully with and be bound by all of the provisions of the
Minimum Compensation Ordinance (MCO), as set forth in San Francisco Administrative Code Chapter
12P (Chapter 12P), including the remedies provided, and implementing guidelines and rules. The
provisions of Sections 12P.5 and 12P.5.1 of Chapter 12P are incorporated herein by reference and made a
part of this Agreement as though fully set forth. The text of the MCO is available on the web at
www.sfgov.org/olse/mco . A partial listing of some of Contractor's obligations under the MCO is set
forth in this Section. Contractor is required to comply with all the provisions of the MCO, irrespective of
the listing of obligations in this Section.
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b. The MCO requires Contractor to pay Contractor's employees a minimum hourly gross
compensation wage rate and to provide minimum compensated and uncompensated time off. The
minimum wage rate may change from year to year and Contractor is obligated to keep informed of the
then -current requirements. Any subcontract entered into by Contractor shall require the subcontractor to
comply with the requirements of the MCO and shall contain contractual obligations substantially the
same as those set forth in this Section. It is Contractor's obligation to ensure that any subcontractors of
any tier under this Agreement comply with the requirements of the MCO. If any subcontractor under this
Agreement fails to comply, City may pursue any of the remedies set forth in this Section against
Contractor.
c. Contractor shall not take adverse action or otherwise discriminate against an employee or
other person for the exercise or attempted exercise of rights under the MCO. Such actions, if taken within
90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation
prohibited by the MCO.
d. Contractor shall maintain employee and payroll records as required by the MCO. If
Contractor fails to do so, it shall be presumed that the Contractor paid no more than the minimum wage
required under State law.
e. The City is authorized to inspect Contractor's job sites and conduct interviews with
employees and conduct audits of Contractor.
f. Contractor's commitment to provide the Minimum Compensation is a material element of
the City's consideration for this Agreement. The City in its sole discretion shall determine whether such a
breach has occurred. The City and the public will suffer actual damage that will be impractical or
extremely difficult to determine if the Contractor fails to comply with these requirements. Contractor
agrees that the sums set forth in Section 12P.6.1 of the MCO as liquidated damages are not a penalty, but
are reasonable estimates of the loss that the City and the public will incur for Contractor's noncompliance.
The procedures governing the assessment of liquidated damages shall be those set forth in Section
12P.6.2 of Chapter 12P.
g. Contractor understands and agrees that if it fails to comply with the requirements of the
MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P
(including liquidated damages), under the terms of the contract, and under applicable law. If, within 30
days after receiving written notice of -a breach of this Agreement for violating the MCO, Contractor fails
to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days,
Contractor fails to commence efforts to cure within such period, or thereafter fails diligently to pursue
such cure to completion, the City shall have the right to pursue any rights or remedies available under
applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall
be exercisable individually or in combination with any other rights or remedies available to the City.
h. Contractor represents and warrants that it is not an entity that was set up, or is being used,
for the purpose of evading the intent of the MCO.
i. If Contractor is exempt from the MCO when this Agreement is executed because the
cumulative amount of agreements with this depaituient for the fiscal year is less than $25,000, but
Contractor later enters into an agreement or agreements that cause contractor to exceed that amount in a
fiscal year, Contractor shall thereafter be required to comply with the MCO under this Agreement. This
obligation arises on the effective date of the agreement that causes the cumulative amount of agreements
between the Contractor and this department to exceed $25,000 in the fiscal year.
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44. Requiring Health Benefits for Covered Employees
Contractor agrees to comply fully with and be bound by all of the provisions of the Health Care
Accountability Ordinance (HCAO), as set forth in San Francisco Administrative Code Chapter 12Q,
including the remedies provided, and implementing regulations, as the same may be amended from time
to time. The provisions of section 12Q.5.1 of Chapter 12Q are incorporated by reference and made a part
of this Agreement as though fully set forth herein. The text of the HCAO is available on the web at
www.sfgov.org/olse . Capitalized terms used in this Section and not defined in this Agreement shall have
the meanings assigned to such terms in Chapter 12Q.
a. For each Covered Employee, Contractor shall provide the appropriate health benefit set
forth in Section 12Q.3 of the HCAO. If Contractor chooses to offer the health plan option, such health
plan shall meet the minimum standards set forth by the San Francisco Health Commission.
b. Notwithstanding the above, if the Contractor is a small business as defined in Section
12Q.3(e) of the HCAO, it shall have no obligation to comply with part (a) above.
c. Contractor's failure to comply with the HCAO shall constitute a material breach of this
agreement. City shall notify Contractor if such a breach has occurred. If, within 30 days after receiving
City's written notice of a breach of this Agreement for violating the HCAO, Contractor fails to cure such
breach or, if such breach cannot reasonably be cured within such period of 30 days, Contractor fails to
commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to
completion, City shall have the right to pursue the remedies set forth in 12Q.5.1 and 12Q.5(f)(1-6). Each
of these remedies shall be exercisable individually or in combination with any other rights or remedies
available to City.
d. Any Subcontract entered into by Contractor shall require the Subcontractor to comply
with the requirements of the HCAO and shall contain contractual obligations substantially the same as
those set forth in this Section. Contractor shall notify City's Office of Contract Administration when it
enters into such a Subcontract and shall certify to the Office of Contract Administration that it has
notified the Subcontractor of the obligations under the HCAO and has imposed the requirements of the
HCAO on Subcontractor through the Subcontract. Each Contractor shall be responsible for its
Subcontractors' compliance with this Chapter. If a Subcontractor fails to comply, the City may pursue the
remedies set forth in this Section against Contractor based on the Subcontractor's failure to comply,
provided that City has first provided Contractor with notice and an opportunity to obtain a cure of the
violation.
e. Contractor shall not discharge, reduce in compensation, or otherwise discriminate against
any employee for notifying City with regard to Contractor's noncompliance or anticipated noncompliance
with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating
in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by
any lawful means.
f. Contractor represents and warrants that it is not an entity that was set up, or is being used,
for the purpose of evading the intent of the HCAO.
g. Contractor shall maintain employee and payroll records in compliance with the California
Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has
worked on the City Contract.
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h. Contractor shall keep itself informed of the current requirements of the HCAO.
i. Contractor shall provide reports to the City in accordance with any reporting standards
promulgated by the City under the HCAO, including reports on Subcontractors and Subtenants, as
applicable.
j. Contractor shall provide City with access to records pertaining to compliance with
HCAO after receiving a written request from City to do so and being provided at least ten business days
to respond.
k. Contractor shall allow City to inspect Contractor's job sites and have access to
Contractor's employees in order to monitor and determine compliance with HCAO.
1. City may conduct random audits of Contractor to ascertain its compliance with HCAO.
Contractor agrees to cooperate with City when it conducts such audits.
m. If Contractor is exempt from the HCAO when this Agreement is executed because its
amount is less than $25,000 ($50,000 for nonprofits), but Contractor later enters into an agreement or
agreements that cause Contractor's aggregate amount of all agreements with City to reach $75,000, all the
agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the
agreement that causes the cumulative amount of agreements between Contractor and the City to be equal
to or greater than $75,000 in the fiscal year.
45. First Source Hiring Program
a. Application of Administrative Code Provisions by Reference. The provisions of
Chapter 83 of the San Francisco Administrative Code apply to this Agreement. Contractor shall comply
fully with, and be bound by, all of the provisions that apply to this Agreement under such Chapter,
including but not limited to the remedies provided therein. Capitalized terms used in this Section and not
defined in this Agreement shall have the meanings assigned to such terms in Chapter 83.
b. First Source Hiring Agreement. As an essential term of, and consideration for, any
contract or property contract with the City, not exempted by the FSHA, the Contractor shall enter into a
first source hiring agreement ("agreement") with the City, on or before the effective date of the contract or
property contract. Contractors shall also enter into an agreement with the City for any other work that it
performs in the City. Such agreement shall:
1) Set appropriate hiring and retention goals for entry level positions. The employer
shall agree to achieve these hiring and retention goals, or, if unable to achieve these goals, to establish
good faith efforts as to its attempts to do so, as set forth in the agreement. The agreement shall take into
consideration the employer's participation in existing job training, referral and/or brokerage programs.
Within the discretion of the FSHA, subject to appropriate modifications, participation in such programs
maybe certified as meeting the requirements of this Chapter. Failure either to achieve the specified goal,
or to establish good faith efforts will constitute noncompliance and will subject the employer to the
provisions of Section 83.10 of this Chapter.
2) Set first source interviewing, recruitment and hiring requirements, which will
provide the San Francisco Workforce Development System with the first opportunity to provide qualified
economically disadvantaged individuals for consideration for employment for entry level positions.
Employers shall consider all applications of qualified economically disadvantaged individuals referred by
the System for employment; provided however, if the employer utilizes nondiscriminatory screening
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criteria, the employer shall have the sole discretion to interview and/or hire individuals referred or
certified by the San Francisco Workforce Development System as being qualified economically
disadvantaged individuals. The duration of the first source interviewing requirement shall be determined
by the FSHA and shall be set forth in each agreement, but shall not exceed 10 days. During that period,
the employer may publicize the entry level positions in accordance with the agreement. A need for urgent
or temporary hires must be evaluated, and appropriate provisions for such a situation must be made in the
agreement.
3) Set appropriate requirements for providing notification of available entry level
positions to the San Francisco Workforce Development System so that the System may train and refer an
adequate pool of qualified economically disadvantaged individuals to participating employers.
Notification should include such information as employment needs by occupational title, skills, and/or
experience required, the hours required, wage scale and duration of employment, identification of entry
level and training positions, identification of English language proficiency requirements, or absence
thereof, and the projected schedule and procedures for hiring for each occupation. Employers should
provide both long-term job need projections and notice before initiating the interviewing and hiring
process. These notification requirements will take into consideration any need to protect the employer's
proprietary information.
4) Set appropriate record keeping and monitoring requirements. The First Source
Hiring Administration shall develop easy -to -use forms and record keeping requirements for documenting
compliance with the agreement. To the greatest extent possible, these requirements shall utilize the
employer's existing record keeping systems, be nonduplicative, and facilitate a coordinated flow of
information and referrals.
5) Establish guidelines for employer good faith efforts to comply with the first
source hiring requirements of this Chapter. The FSHA will work with City departments to develop
employer good faith effort requirements appropriate to the types of contracts and property contracts
handled by each department. Employers shall appoint a liaison for dealing with the development and
implementation of the employer's agreement. In the event that the FSHA finds that the employer under a
City contract or property contract has taken actions primarily for the purpose of circumventing the
requirements of this Chapter, that employer shall be subject to the sanctions set forth in Section 83.10 of
this Chapter.
6) Set the term of the requirements.
7) Set appropriate enforcement and sanctioning standards consistent with this
Chapter.
8) Set forth the City's obligations to develop training programs, job applicant
referrals, technical assistance, and information systems that assist the employer in complying with this
Chapter.
9) Require the developer to include notice of the requirements of this Chapter in
leases, subleases, and other occupancy contracts.
c. Hiring Decisions. Contractor shall make the final determination of whether an
Economically Disadvantaged Individual referred by the System is "qualified" for the position.
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d. Exceptions. Upon application by Employer, the First Source Hiring Administration may
grant an exception to any or all of the requirements of Chapter 83 in any situation where it concludes that
compliance with this Chapter would cause economic hardship.
e. Liquidated Damages. Contractor agrees:
1) To be liable to the City for liquidated damages as provided in this section;
2) To be subject to the procedures goveming enforcement of breaches of contracts
based on violations of contract provisions required by this Chapter as set forth in this section;
3) That the contractor's commitment to comply with this Chapter is a material
element of the City's consideration for this contract; that the failure of the contractor to comply with the
contract provisions required by this Chapter will cause harm to the City and the public which is
significant and substantial but extremely difficult to quantity; that the harm to the City includes not only
the fmancial cost of funding public assistance programs but also the insidious but impossible to quantify
harm that this community and its families suffer as a result of unemployment; and that the assessment of
liquidated damages of up to $5,000 for every notice of a new hire for an entry level position improperly
withheld by the contractor from the first source hiring process, as determined by the FSHA during its first
investigation of a contractor, does not exceed a fair estimate of the financial and other damages that the
City suffers as a result of the contractor's failure to comply with its first source referral contractual
obligations.
4) That the continued failure by a contractor to comply with its first source referral
contractual obligations will cause further significant and substantial harm to the City and the public, and
that a second assessment of liquidated damages of up to $10,000 for each entry level position improperly
withheld from the FSHA, from the time of the conclusion of the first investigation forward, does not
exceed the financial and other damages that the City suffers as a result of the contractor's continued
failure to comply with its first source referral contractual obligations;
5) That in addition to the cost of investigating alleged violations under this Section,
the computation of liquidated damages for purposes of this section is based on the following data:
(a) The average length of stay on public assistance in San Francisco's
County Adult Assistance Program is approximately 41 months at an average monthly grant of $348 per
month, totaling approximately $14,379; and
(b) In 2004, the retention rate of adults placed in employment programs
funded under the Workforce Investment Act for at least the first six months of employment was 84.4%.
Since qualified individuals under the First Source program face far fewer barriers to employment than
their counterparts in programs funded by the Workforce Investment Act, it is reasonable toconclude that
the average length of employment for an individual whom the First Source Program refers to an employer
and who is hired in an entry level position is at least one year;
Therefore, liquidated damages that total $5,000 for first violations and $10,000
for subsequent violations as determined -by FSHA constitute a fair, reasonable, and conservative attempt
to quantify the harm caused to the City by the failure of a contractor to comply with its first source
referral contractual obligations.
6) That the failure of contractors to comply with this Chapter, except property
contractors, may be subject to the debarment and monetary penalties set forth in Sections 6.80 et seq. of
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the San Francisco Administrative Code, as well as any other remedies available under the contract or at
law; and violation of the requirements of Chapter 83 is subject to an assessment of liquidated damages in
the amount of $5,000 for every new hire for an Entry Level Position improperly withheld from the first
source hiring process. The assessment of liquidated damages and the evaluation of any defenses or
mitigating factors shall be made by the FSHA.
f. Subcontracts. Any subcontract entered into by Contractor shall require the
subcontractor to comply with the requirements of Chapter 83 and shall contain contractual obligations
substantially the same as those set forth in this Section.
46. Prohibition on Political Activity with City Funds. In accordance with San Francisco
Administrative Code Chapter 12.G, Contractor may not participate in, support, or attempt to influence any
political campaign for a candidate or for a ballot measure (collectively, "Political Activity") in the
performance of the services provided under this Agreement. Contractor agrees to comply with San
Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by
the City's Controller. The terms and provisions of Chapter 12.G are incorporated herein by this
reference. In the event Contractor violates the provisions of this section, the City may, in addition to any
other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit Contractor
from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not
consider Contractor's use of profit as a violation of this section.
47. Preservative -treated Wood Containing Arsenic. Contractor may not purchase preservative -
treated wood products containing arsenic in the performance of this Agreement unless an exemption from
the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department
of the Environment under Section 1304 of the Code. The term "preservative -treated wood containing
arsenic" shall mean wood treated with a preservative that contains arsenic, elemental arsenic, or an
arsenic copper combination, including, but not limited to, chromated copper arsenate preservative,
ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. Contractor
may purchase preservative -treated wood products on the list of environmentally preferable alternatives
prepared and adopted by the Department of the Environment. This provision does not preclude
Contractor from purchasing preservative -treated wood containing arsenic for saltwater immersion. The
term "saltwater immersion" shall mean a pressure -treated wood that is used for construction purposes or
facilities that are partially or totally immersed in saltwater.
48. Modification of Agreement. This Agreement may not be modified, nor may compliance with
any of its terms be waived, except by written instrument executed and approved in the same manner as
this Agreement. Contractor shall cooperate with Department to submit to the Director of HRC any
amendment, modification, supplement or change order that would result in a cumulative increase of the
original amount of this Agreement by more than 20% (HRC Contract Modification Form).
49. Administrative Remedy for Agreement Interpretation. Should any question arise as to the
meaning and intent of this Agreement, the question shall, prior to any other action or resort to any other
legal remedy, be referred to Purchasing who shall decide the true meaning and intent of the Agreement.
50. Agreement Made in California; Venue. The formation, interpretation and performance of this
Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the
formation, interpretation and performance of this Agreement shall be in San Francisco.
51. Construction. All paragraph captions are for reference only and shall not be considered in
construing this Agreement.
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52. Entire Agreement. This contract sets forth the entire Agreement between the parties, and
supersedes all other oral or written provisions. This contract may be modified only as provided in Section
48, "Modification of Agreement."
53. Compliance with Laws. Contractor shall keep itself fully informed of the City's Charter, codes,
ordinances and regulations of the City and of all state, and federal laws in any manner affecting the
performance of this Agreement, and must at all times comply with such local codes, ordinances, and
regulations and all applicable laws as they may be amended from time to time.
54. Services Provided by Attorneys. Any services to be provided by a law firm or attorney must be
reviewed and approved in writing in advance by the City Attorney. No invoices for services provided by
law firms or attorneys, including, without limitation, as subcontractors of Contractor, will be paid unless
the provider received advance written approval from the City Attorney.
55. Supervision of Minors. LEFT BLANK BY AGREEMENT OF THE PARTIES
56. Severability. Should the application of any provision of this Agreement to any particular facts or
circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the
validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such
provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and
shall be reformed without further action by the parties to the extent necessary to make such provision
valid and enforceable.
57. Protection of Private Information. Contractor has read and agrees to the terms set forth in San
Francisco Administrative Code Sections 12M.2, "Nondisclosure of Private Information," and 12M.3,
"Enforcement" of Administrative Code Chapter 12M, "Protection of Private Information," which are
incorporated herein as if fully set forth. Contractor agrees that any failure of Contactor to comply with
the requirements of Section 12M.2 of this Chapter shall be a material breach of the Contract. In such an
event, in addition to any other remedies available to it under equity or law, the City may terminate the
Contract, bring a false claim action against the Contractor pursuant to Chapter 6 or Chapter 21 of the
Administrative Code, or debar the Contractor.
58. Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in
that it promotes a perception in the community that the laws protecting public and private property can be
disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an
increase in crime; degrades the community and leads to urban blight; is detrimental to property values,
business opportunities and the enjoyment of life; is inconsistent with the City's property maintenance
goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target
of graffiti unless it is quickly removed from public and private property. Graffiti results in visual
pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental
impacts on the City and County and its residents, and to prevent the further spread of graffiti. Contractor
shall remove all graffiti from any real property owned or leased by Contractor in the City and County of
San Francisco within forty eight (48) hours of the earlier of Contractor's (a) discovery or notification of
the graffiti or (b) receipt of notification of the graffiti from the Department of Public Works. This section
is not intended to require a Contractor to breach any lease or other agreement that it may have concerning
its use of the real property. The term "graffiti" means any inscription, word, figure, marking or design
that is affixed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other
improvement, whether permanent or temporary, including by way of example only and without limitation,
signs, banners, billboards and fencing surrounding construction sites, whether public or private, without
the consent of the owner of the property or the owner's authorized agent, and which is visible from the
public right-of-way. "Graffiti" shall not include: (1) any sign or banner that is authorized by, and in
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compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco
Planning Code or the San Francisco Building Code; or (2) any mural or other painting or marking on the
property that is protected as a work of fine art under the California Art Preservation Act (California Civil
Code Sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990
(17 U.S.C. §§ 101 et seq.).
Any failure of Contractor to comply with this section of this Agreement shall constitute an Event
of Default of this Agreement.
59. Food Service Waste Reduction Requirements. Effective June 1, 2007, Contractor agrees to
comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance,
as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and
implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference
and made a part of this Agreement as though fully set forth. This provision is a material term of this
Agreement. By entering into this Agreement, Contractor agrees that if it breaches this provision, City
will suffer actual damages that will be impractical or extremely difficult to determine; further, Contractor
agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred
dollars ($200) liquidated damages for the second breach in the same year, and five hundred dollars ($500)
liquidated damages for subsequent breaches in the same year is reasonable estimate of the damage that
City will incur based on the violation, established in light of the circumstances existing at the time this
Agreement was made. Such amount shall not be considered a penalty, but rather agreed monetary
damages sustained by City because of Contractor's failure to comply with this provision.
60. Slavery Era Disclosure — LEFT BLANK BY AGREEMENT OF THE PARTIES
61. Cooperative Drafting. This Agreement has been drafted through a cooperative effort of both
parties, and both parties have had an opportunity to have the Agreement reviewed and revised by legal
counsel. No party shall be considered the drafter of this Agreement, and no presumption or rule that an
ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or
enforcement of this Agreement.
62. Dispute Resolution Procedure. LEFT BLANK BY AGREEMENT OF THE PARTIES
63. Airport Intellectual Property. Pursuant to Resolution No. 01-0118, adopted by the Airport
Commission on April 18, 2001, the Airport Commission affirmed that it will not tolerate the unauthorized
use of its intellectual property, including the SFO logo, CADD designs, and copyrighted publications. All
proposers, bidders, contractors, tenants, permittees, and others doing business with or at the Airport
(including subcontractors and subtenants) may not use the Airport intellectual property, or any intellectual
property confusingly similar to the Airport intellectual property, without the Airport Director's prior
consent.
64. Labor Peace / Card Check Rule. Without limiting the generality of other provisions herein
requiring Contractor to comply with all Airport Rules, Contractor shall comply with the Airport's Labor
Peace / Card Check Rule, adopted on February 1, 2000, pursuant to Airport Commission Resolution No.
00-0049 (the "Labor Peace / Card Check Rule"). Capitalized terms not defined in this provision are
defined in the Labor Peace/Card Check Rule. To comply with the Labor Peace/Care Check Rule,
Contractor shall, among other actions: (a) Enter into a Labor Peace/Care Check Rule Agreement with any
Labor Organization which requests such an agreement and which has registered with the Airport Director
or his / her designee, within thirty (30) days after Labor Peace/Care Check Rule Agreement has been
requested; (b) Not less than thirty (30) days prior to the modification of this Agreement, Contractor shall
provide notice by mail to any Labor Organization or federation of labor organizations which have
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registered with the Airport Director or his / her designee (registered labor organization"), that Contractor
is seeking to modify or extend this Agreement; (c) Upon issuing any request for proposals, invitations to
bid, or similar notice, or in any event not less than thirty (30) days prior to entering into any Subcontract,
Contractor shall provide notice to all registered Labor Organizations that Contractor is seeking to enter
into such Subcontract; and (d) Contractor shall include in any subcontract with a Subcontractor
performing services pursuant to any covered Contract, a provision requiring the Subcontractor performing
services pursuant to any covered Contract, a provision requiring the Subcontractor to comply with the
requirements of the Labor Peace/Card Check Rule. If Airport Director determines that Contractor
violated the Labor Peace/Card Check Rule, Airport Director shall have the option to terminate this
Agreement, in addition to exercising all other remedies available to him / her.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day first mentioned
above.
CITY
AIRPORT COMMISSION
CITY AND COUNTY OF
SAN FRANCISCO
By:
John L. Martin, Airport Director
Attest:
By
Jean Caramatti, Secretary
Airport Commission
Resolution No:
Adopted on: -
Approved as to Form:
Dennis J. Herrera
City Attorney
By
[insert name of deputy city attorney]
Deputy City Attorney
CONTRACTOR
By signing this Agreement, I certify that 1 comply
with the requirements of the Minimum
Compensation Ordinance, which entitle Covered
Employees to certain minimum hourly wages and
compensated and uncompensated time off.
I have read and understood paragraph 35, the City's
statement urging companies doing business in
Northern Ireland to move towards resolving
employment inequities, encouraging compliance
with the MacBride Principles, and urging San
Francisco companies to do business with
corporations that abide by the MacBride Principles.
Authorized Signature
Printed Name
Title
Company Name
City Vendor Number
Address
City, State, ZIP
Telephone Number
Federal Employer ID Number
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Appendices
A: Services to be provided by Contractor
B: Calculation of Charges
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Appendix A
Services to be provided by Contractor
A. DESCRIPTION OF SERVICES
This Appendix A attached to, and incorporated by reference in the Agreement made on INSERT
DATE between the City and County of San Francisco, acting by and through its Airport Commission
(Commission), and INSERT CONTRACTOR NAME (Contractor) to provide Job Order Contract
Implementation Services at the San Francisco International Airport.
The Contractor shall provide all labor, material, equipment, services and supplies necessary to
provide job order contract implementation services as detailed below:
1. Program Development, Implementation and Support: Contractor will be responsible for the
development, implementation and on -going support of the Airport Commission's customized
JOC program. The successful proposer will be required to prepare for, and participate in
informational meetings with San Mateo and San Francisco Building Trades Councils, local
unions and the construction community during the development of the bid book.
2. Contract Documents: Contractor will be responsible for preparing the JOC documents that will be
used by the Airport Commission to procure the JOC construction contractors including:
a. Unit Price Book: Contractor must prepare a Unit Price Book containing at least 60,000 to
100,000 unit prices covering material, equipment and labor costs for various units of
construction, and adjusting these costs to current market conditions. The use of generic
factors to localize prices is not acceptable. Unit prices for demolition shall be provided for
each construction task. Therefore every cost to install an item or unit shall be accompanied
by a corresponding cost to remove the same item or unit.
b. Technical Specifications: Contractor must prepare and publish technical specifications
describing the materials, performance and installation requirements for each of the
construction tasks listed in the unit price book. Where available, the Airport Commission's
standard specifications will be incorporated into the Technical Specifications.
c. Contractual Terms and Conditions and Bid Forms: Contractor must prepare, in conjunction
with Airport Commission staff, contractual terms and conditions and bid forms which
incorporate JOC language and forms with all appropriate Airport Commission contract
language and forms.
3. Information Management System: Contractor will be responsible for providing the Airport
Commission with a comprehensive internet-based JOC information management system for an
unlimited number of Airport Commission and JOC contractor users. The JOC information
management system must be used currently by a minimum of three (3) similar clients and must be
capable of providing full project tracking, developing cost proposals, preparing independent
Airport Commission estimates, generating all project documentation, providing project
scheduling, budgeting and cost control, tracking LBE participation, and generating customized
reports. Contractor must incorporate current Airport Commission forms and documentation into
the information management system.
4. Procurement Support: Contractor will be responsible for providing Airport Commission with
procurement support to market the Airport Commission JOC Program to potential JOC
contractors. The Contractor will be required to organize and conduct pre -bid meetings with the
intending bidders as well as . make presentations on behalf of the Airport Commission with
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various business and contracting organizations. Contractor staff assigned to perform procurement
support must have extensive JOC procurement experience.
5. Training Program: Contractor will be responsible for developing and conducting a training
program for the Airport Commission and JOC contractor staff to ensure that the JOC program
functions properly. The training program must include specialized training courses that will
involve all parties utilizing and administering the JOC program. The training program must
include extensive training on the use of the JOC Information Management System. All training
must be "hands on" with functional use and individual performance as the objective. Actual
Airport Commission projects must be included in the training program.
6. On -Going Technical Support: Contractor will be responsible for providing extensive on -going
technical support to the Airport Commission. Expectations include assisting the Airport
Commission with program execution, analysis of task order proposals, troubleshooting and
continuous system monitoring. On -going technical support includes providing updated contract
documents, assisting with the procurement of additional JOC contractors, providing Airport
Commission with access to all updates and revisions to the Information Management System, and
providing Airport Commission with access to all updates and revisions to the Information
Management System, and providing training for new Airport Commission and JOC contractors
during the term of the contract. Providing on -going technical support is considered a vital
component to ensuring a successful Airport Commission JOC program.
B. Reports
Contractor shall submit written reports as requested by the Design & Construction Division. Format
for the content of such reports shall be determined by the Design & Construction Division. The timely
submission of all reports is a necessary and material term and condition of this Agreement. The
reports, including any copies, shall be submitted on recycled paper and printed on double -sided pages
to the maximum extent possible.
C. Department Liaison
In performing the services provided for in this Agreement, Contractor's liaison with the Design &
Construction Division will be Tony Breslin.
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Appendix B
Calculation of Charges
This is an Appendix attached to, and incorporated by reference in the Agreement made on INSERT
DATE between the City and County of San Francisco, acting by and through its Airport Commission
(Commission), and INSERT CONTRACTOR NAME (Contractor) providing for Job Order Contract
Implementation Services for the San Francisco International Airport.
A. General
1. For the complete and satisfactory performance of the services detailed in Appendix A of this
Agreement, the City will pay the following JOC System License Fee:
a. INSERT PERCENT of the value of work ordered through the JOC program up to and
including two million dollars ($2,000,000)
b. INSERT PERCENT of the value of work ordered through the JOC program in excess of two
million dollars but up to and including five million dollars ($5,000,000)
c. INSERT PERCENT of the value of work ordered through the JOC program in excess of
five million dollars ($5,000,000) but up to and including ten million dollars ($10,000,000)
d. INSERT PERCENT of the value of work ordered through the JOC program of construction
contract values in excess of ten million dollars ($10,000,000)
2. No charges shall be incurred under this Agreement nor shall any payments become due to the
Contractor until reports, services, or both required.. under this Agreement are received from the
Contractor and approved by the Commission as being in accordance with this Agreement. In no
event shall the Commission be liable for interest or late charges for any late payments.
3. Compensation for work performed under this Agreement will be on a value of work order
through the JOC program basis as stated above. Such compensation shall be allowable only to
the extent that costs incurred, or otherwise established prices, are consistent with the Federal Cost
Principles (Title 48, Code of Federal Regulations, Part 31).
B. Method of Payment
1. Unless approved otherwise by the Commission, the Contractor's services shall be invoiced on a
monthly basis and payment will be made within thirty (30) days of receipt of an acceptable
invoice with satisfactory backup documentation, approved by the Project Manager. As used
herein, the term "invoice" shall include the Contractors bill or written request for payment under
this Agreement for services performed. All invoices shall be made in writing.
2. Unless approved otherwise by the Commission's Project Manager, the Contractor shall, within
three (3) days after receipt of payment by the Airport specified in this Agreement pay to all of its
immediate subconsultants (or their respective assignees) the amounts to which they are entitled,
after deducting any prior payments and any amounts due and payable to the Contractor by those
subconsultants.
3. The Contractor shall invoice for the Work performed in conformance with procedures approved
by the Commission and the then current rate agreement.
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a. Such invoices shall segregate current costs from previously invoiced costs.
b. Costs for individual labor shall be segregated by task and subtasks, if any.
c. Notwithstanding the above, in no case shall the Contractor invoice include costs which
Airport has disallowed or otherwise indicated that it will not recognize.
4. Such invoices shall be as a minimum, (i) mechanically accurate, (ii) substantially vouchered and
properly supported and (iii) in compliance with Contractor's and subconsultants' generally
accepted accounting principles
The Commission's .Project Manager reserves the right to .withhold payment(s) otherwise due the
Contractor in the event of the Contractors material non-compliance with any of the provisions of
this Agreement, including, but not limited to, the requirements imposed upon the Contractor in
Article 15, Insurance, and Article 16, Indemnification. The Airport shall provide _ notice of
withholding, and maycontinue the withholding until the Contractor has provided evidence of
compliance which is acceptable to the Airport.
7. All invoices shall be made in writing and delivered or mailed to the Airport as follows:
By US mail:
By Personal Delivery
or Express Mail:
C. Other Direct Cost
INSERT NAME, Project Manager
San Francisco International Airport
Design and Construction (Contract 8226.9)
P.O. Box 8097
San Francisco, CA 94128
INSERT NAME, Project Manager
San Francisco International Airport
Delta/Singapore Building
Design and Construction (Contract 9082)
710 N. McDonnell Road, 2nd Floor
San Francisco, CA 94128
1. All travel expenses and cost for vehicle rentals, contractor meals, and per diem into or outside the
San Francisco Bay Area shall be subject to written approval by SFO. No administration charge
may be added to the amount to be reimbursed as other direct costs. No reimbursement shall be
provided for faxing documents. No mileage reimbursement shall be provided for automobile trips
within the San Francisco Bay Area (less than fifty (50) miles from SFO). No reimbursement shall
be provided for contractor meals, accommodations, long distance, and cellular telephone charges
within the San Francisco Bay Area (less than fifty (50) miles from SFO). Specialists, Project
Executives, and others that are based out of town, who are not assigned to the jobsite office, must
have written approval by SFO in order to be reimbursed for salary costs and travel expenses.
Regional (remote) executive's travel expenses to visit the local job office are not reimbursable.
Part-time jobsite personnel who are shared with other out-of-town clients are not reimbursed for
travel expenses.
2. Any ODC expenses in excess of $500 shall be pre -approved by the Project Manager.
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