Air Conditioning Replacement at the Lyons Regional Communications System (RCS) Radio Site.pdf

County of San Diego Date Issued: April 23, 2026

REQUEST FOR QUOTATION

(this RFQ is a request for information, not an order)

RFQ Number: 13166 CONTRACTING OFFICER:

RFQ TITLE:

Air Conditioning Replacement at the Lyons Regional Communications System (RCS) Radio Site

Guibel Icke, Procurement Specialist

QUOTATIONS

DUE: May 14, 2026 5:00 PM Phone: (858) 723-1560

QUESTIONS DUE: May 8, 2026 5:00 PM Email: guibela.icke@sdcounty.ca.gov

SUBMITTING YOUR QUOTATION:

Submit your response, including completed forms via BuyNet.

AWARD: Will be based on:

EACH ITEM EACH LOT

TOTAL (ALL ITEMS)

DESCRIPTION

THE COUNTY OF SAN DIEGO IS SEEKING QUOTES FROM QUALIFIED FIRMS (OFFERORS) TO PROVIDE AIR

CONDITIONING UNIT REPLACEMENT AT THE LYONS REGIONAL COMMUNICATIONS SYSTEM (RCS)

RADIO SITE IN ACCORDANCE WITH THE TERMS & CONDITIONS CONTAINED WITHIN. THE COUNTY

ANTICIPATES AWARDING A ONE-TIME CONTRACT.

SEE THE EXHIBIT A – STATEMENT OF WORK AND EXHIBIT C – PAYMENT SCHEDULE FOR A DETAILED

DESCRIPTION OF THE COUNTY’S REQUIREMENTS.

THE REQUEST FOR QUOTATION INCLUDES AN RFQ SUBMISSION CHECKLIST TO BE COMPLETED BY

OFFERORS.

SUBMITTALS WILL BE EVALUATED BASED UPON PRICE.

MANDATORY JOB WALK REQUIRED. JOB WALK IS SCHEDULED FOR TUESDAY, MAY 5, 2026 AT 11:30AM SAN DIEGO TIME. RSVP’s ARE REQUIRED BY SUBMITTING A MESSAGE USING THE DISCUSSION FUNCTIONALITY IN BUYNET BY 12:00PM SAN DIEGO TME ON MAY 4, 2026. SEE SPECIAL INSTRUCTIONS

SECTION FOR ADDITIONAL RADIO SITE VISIT DETAILS.

ATTACHED SAMPLE CONTRACT WILL BE REQUIRED TO BE SIGNED UPON AWARD

mailto:guibela.icke@sdcounty.ca.gov

COUNTY OF SAN DIEGO

REQUEST FOR QUOTATION (RFQ) 13166 – AIR CONDITIONING UNIT REPLACEMENT AT THE LYONS

REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE

SPECIAL INSTRUCTIONS

The site visit will provide Offerors with the opportunity to see the Sheriff’s Lyons Regional Communications System (RCS) radio site. Offerors must attend the job walk to be eligible for award.

Pre-Registration is required by: May 4, 2026, at 12:00PM San Diego Time, by using the BuyNet Discussion functionality. Offerors who wish to attend the site visit at the Lyons Regional Communications System (RCS) site must include company name, phone number, email address, title, and the names of all attendees in the RSVP interest message.

Offerors shall direct requests for explanation regarding the RFQ or related documents to the Contracting Officer, in writing, as a question (“Question”). Offerors may submit Questions by sending a message to the Contracting Officer through the “Discussions” functionality in BuyNet by May 8, 2026 prior to 5:00pm.

The County will send a confirmation email with your scheduled site visit date and time, along with the address of the central meeting point.

Offerors are responsible for their own transportation to the site. As access to the radio site is restricted, site visit attendees will be always escorted while at site. Site access roads are typically private, unpaved, and narrow roads. High clearance/lifted trucks/vehicles (4x4) are recommended.

SUBMISSION CHECKLIST

☐ Submit a completed and signed Offeror’s Cover Page (PC600) form

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf

☐ Submit a completed and signed Representations and Certifications form (PC601)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf

☐ Submit a completed and signed Small-Local Business Self-Certification Form (PC610)

• All Offerors are encouraged to complete this form to support County data collection.

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf

☐ Submit a completed and signed Nondisclosure Indemnification Agreement (PC620) (if applicable).

• Required if submitting Confidential/Proprietary Information (see information in Terms and Conditions below)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

☐ Submit a completed Pricing Schedule.

• (Page 9)

☐ Submit a copy of Contractor’s Certificate of Insurance, reference Exhibit B – Insurance Requirements for details:

• Minimum insurance coverage listed in Exhibit B – Insurance Requirements

• Workers’ Compensation coverage

• County of San Diego listed as Additional Insured https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

TERMS AND CONDITIONS OF REQUEST FOR QUOTATION

RESPONSES: Your response is due through electronic upload to BuyNet on the specified close date and time, local San Diego time. If Offeror is unable to submit via BuyNet for any reason, Offeror may submit by email or mail to the listed Contracting Officer, or by personal delivery to the Purchasing and Contracting front desk. Please use these methods only if unable to submit through BuyNet. If mailed or delivered, the above RFQ No. should be included on the front of the envelope.

It is the Offeror’s responsibility to submit based on the most current RFQ, addenda thereto, responses to Questions, any other information posted on BuyNet, and any diligence material made available by the County. Offerors are advised to regularly check BuyNet for information. The County has no obligation to contact Offerors directly with any such RFQ-related information.

• In order to see all information related to this RFQ, to submit Questions, and to receive notifications of updates, Offerors must select “Participate in RFx” for this solicitation in BuyNet.

Forms required to be submitted with Offeror’s Quotation are included in this RFQ or posted on the County’s web site at https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html. Posted forms may be updated from time to time. Unless otherwise specified, Offerors may submit the version of a form in place as of the date of RFQ issuance or any later version.

This is a request for information, and quotations furnished are not offers.

QUESTIONS: Please submit questions and requests for clarification related to definition or interpretation of this RFQ in writing to the contracting officer before the Questions Due date/time listed in this RFQ. Those received after this date may not be answered at the discretion of the County.

PRICING: The County may award a contract on the basis of initial quotations. Your price(s) should be the lowest possible for the RFQ requirements. Omit Sales and Use Taxes unless otherwise specified.

The Estimated Quantities in the Pricing Schedule are provided solely for evaluation of quotations. They represent approximate anticipated use based on historical consumption. If the County’s actual requirements do not result in orders in the quantities described as “estimated” in the Schedule, that fact shall not constitute the basis for price adjustment.

EVALUATION AND AWARD. Quotations are subject to acceptance at any time within 90 days after submission due date/time, unless otherwise stipulated by the County. This RFQ is an informal negotiated procurement process. Lowest price may not always be the sole criteria for award of an RFQ. The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County. The County reserves the right to reject any or all quotations and to accept or reject any item(s) thereon, or waive any informality in the quotation. The County reserves the right to perform a pre-award survey of the offeror to determine capability to perform, including but not limited to facilities, financial responsibility, materials/supplies, and past performance. The determination of the County as to an Offeror’s prospective ability to perform the contract shall be conclusive.

SAMPLES: Samples, at Offeror’s expense, may be required for evaluation by the County. Delivery of sample must be scheduled with contracting officer and provided within required timeline. The County shall have the right to review sample and to determine if such sample is acceptable. The County’s decision to award is contingent upon its acceptance of the products provided in the sample. During the term of the award, the County must approve any substitutions from the initial sample in writing in advance of substitution. In no event shall the supplier be permitted to increase prices on the basis of substituted item(s).

Sample, if not destroyed by tests, will, upon request, be returned at Offeror’s expense. Offeror must advise contracting officer at time of sending sample that they must be returned, provide return address and Federal Express account number.

BRAND NAME OR EQUAL: If items called for in this Request for Quotation have been identified in the schedule by a "brand name or equal" description, such identification is intended to be descriptive, but not restrictive, and is to indicate https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html the quality and characteristics of products (including products of brand name manufacturer s other than the one described by the brand name) to be considered for award if such products are determined by the County to meet fully the salient characteristic requirements listed in the request.

Unless the offeror clearly indicates in the quotation that an "or equal" product is being offered, quotation shall be considered as offering the brand name product specified.

If the offeror proposes to furnish an "equal” product, the brand name, if any, of the product to be furnished shall be inserted in the space provided in the request for quotation, or such product shall be clearly identified in the quotation. The evaluation of the quotation and the determination as to equality of the product offered shall be the responsibility of the County and will be based upon the information furnished by the offeror, or identified in the quotation as well as other information reasonably available to the purchasing activity. Caution to offerors: the purchasing activity is not responsible for locating or securing any information which is not identified in the quotation and reasonably available to the purchasing activity. Accordingly, to insure that sufficient information is available, the offeror must furnish, as part of the quotation, all descriptive material (such as cuts, illustrations, drawings, or other information) necessary for the purchasing activity to

(i) determine whether the product offered meets the salient characteristic requirements of the request for quotation, and

(ii) establish exactly what the offeror proposes to furnish and what the County is binding itself to purchase by making an award. The information furnished may include specific references to information previously furnished or to information otherwise available to the purchasing activity.

If the offeror proposes to modify a product so as to make it conform to the requirements of the Request for Quotation, he shall (i) include in the quotation a clear description of such modifications and (ii) clearly mark any description to show the proposed modifications.

DUTY TO INQUIRE: Should the Offeror find discrepancies in or omissions from the RFQ, plans, specifications or other documents, or should the Offeror be in doubt as to their meaning, the Offeror must at once notify the Buyer, in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and emailed to Offerors.

CONFIDENTIAL/PROPRIETARY INFORMATION: If confidential/proprietary is contained within the submission:

1) It must be submitted in a separate file or document marked as EXHIBIT–CONFIDENTIAL/PROPRIETARY;

2) Responses to solicitation requirements that include the confidential/proprietary information, shall refer to the response contained within the EXHIBIT–CONFIDENTIAL/PROPRIETARY (for example: If submittal requirement #1 requires staff Social Security Numbers, the response to requirement #1 shall reflect “see response #1 contained within Exhibit-Confidential/Proprietary”); and

3) It must include a signed Nondisclosure Indemnification Agreement (PC620).

NOTE: As a Public Agency, the County of San Diego must adhere to the California Public Records Act, therefore pricing cannot be considered confidential/proprietary.

TERMS OF RESULTING CONTRACTS: Any contract(s) resulting from this RFQ will be based upon the Draft Agreement included in this RFQ. The Statement of Work, Pricing Schedule, and any other exhibits will be added based upon the successful Offeror’s response and successful contract finalization negotiations.

Payment terms are NET 30, unless terms more favorable to the County are included in Offerors quotation. Note: qualified Small-Local Businesses may be eligible for more advantageous payment terms including NET15, in accordance with Board Policy B-53 Small-Local Business Policy (SLBP).

AVAILABILITY OF FUNDING: The County's obligation for payment of any contract beyond the current fiscal year end is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance.

CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662: In compliance with California Revenue and Taxation code section 18662, if you are a non resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384.

Fifteen (15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect https://codelibrary.amlegal.com/codes/san_diego/latest/sandiego_board/b_53__small__local__business__policy_(_s_l_b_p) information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below).

Under certain circumstances you may be eligible for reduced or waived nonresident withholding. If you have already received a waiver or a reduced withholding response from the State of California and the response is still valid, submit the response to the County in lieu of the forms. Failure to submit the required forms will result in withholding of payments.

Refer to the Franchise Tax Board websites (listed below) for tax forms and information on nonresident withholding, including waivers or reductions. The County will not give you any tax advice. It is recommended you speak with your tax adviser and/or the State of California for guidance.

Franchise Tax Board Websites:

https://www.ftb.ca.gov https://www.ftb.ca.gov/forms/search/ https://www.ftb.ca.gov/ https://www.ftb.ca.gov/forms/search/

DRAFT AGREEMENT

This agreement (“Agreement”) is made and entered into effective as of the date of the last signature on the signature page by and between the County of San Diego, a political subdivision of the State of California (“County”) and [# enter full title of legal entity, type of entity and location (e.g. “a Delaware corporation,” “a California limited liability company”), located at (complete address)] (“Contractor”). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Agreement. The Agreement shall consist of:

• This document,

• Exhibit A Statement of Work,

• Exhibit B Insurance Requirements, and

• Exhibit C Payment Schedule.

In the event of a conflict between any provisions of this Agreement, the following order of precedence shall govern: First (1st) this document; Second (2nd) Exhibit B; Third (3rd) Exhibit A; and Fourth (4th) Exhibit C.

2. Contractor:

3. Services: Air Conditioning Unit Replacement at the Lyons Regional Communications System (RCS) Radio Site

4. Agreement Term. This Agreement shall begin on the date of the last signature below and end upon completion and County acceptance of all deliverables under this Agreement.

5. Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel, all supplies and materials, equipment, printing, transportation, training, facilities, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and provide the services required of Contractor by this Agreement.

6. Payment. Pursuant to Exhibit C, and other applicable provisions of this Agreement, County agrees to pay Contractor a sum not to exceed [# write out amount] ($_______) (“Maximum Agreement Amount”). Furthermore, compensation for the Initial Term and any Option Periods shall not exceed the amounts shown for the Initial Term or that Option Period shown in Exhibit C.

Payment terms are, unless otherwise specified by County, thirty (30) days from the later of: (i) performance of work under the Agreement entitling Contractor to payment, or (ii) County receipt of a correct and substantiated invoice. Payment shall be deemed to have been made on the date that County submits electronic payment or mails a warrant or check.

7. Sales and Use Tax. On invoices, Contractor shall show any sales or use tax as separate items, giving permit number authorizing collection of use tax. Contractor shall deduct any cash discount before computing sales or use Tax.

8. Contracting Officer. The Director of the Department of Purchasing and Contracting or designated Department of Purchasing and

Contracting official is the contracting officer for this Agreement (“Contracting Officer”).

9. Notices. Notice to either party shall be in writing and personally delivered; sent by certified mail, postage prepaid, return receipt requested; or emailed to the County’s or Contractor’s representative designated below (or such party’s authorized representative). Any such notice shall be deemed received by the party (or such party’s authorized representative) on the earliest of the date of personal delivery, three (3) business days after deposit in the U.S. Mail, or upon sending of an email from which an acknowledgement of receipt has been received other than an out of office, unavailable, or undeliverable reply.

FOR COUNTY: FOR CONTRACTOR:

#Name and Title #Address #Address #Phone and email

Above contact is designated as the Contracting Officer’s

Representative for this Agreement (“COR”).

#Name and Title #Address #Address #Phone and email

10. Compliance with Laws. Contractor shall at all times perform its obligations hereunder in compliance with all applicable federal, State, and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or certification laws, and keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation.

11. County Policies and Requirements. Without limiting section 10 above, Contractor shall specifically comply with the following, as applicable:

a. Board of Supervisors Policy A-79, Interlocking Directorates

b. Board of Supervisors Policy A-120, Zero Tolerance for Fraudulent Conduct in County Services

c. Board of Supervisors Policy B-67, Environmentally Preferable Procurement

d. Board of Supervisors Policy C-25, County of San Diego Drug and Alcohol Use Policy

e. Section 32.801, et seq. of the San Diego County Code of Regulatory Ordinances, Prohibitions of AIDS Discrimination

f. Article IIIk (Section 84, et seq.) of the San Diego County Administrative Code, Affirmative Action Program for Vendors

g. Section 21.2701, et seq. of the San Diego County Code of Regulatory Ordinances, San Diego County Fair Chance

Ordinance

12. Contractor Adherence to Sections 965 through 971 of the San Diego County Code of Administrative Ordinances. Contractor shall specifically comply with the following requirements, as applicable:

a. Definitions.

i. For purposes of this Section, all capitalized terms shall have the meaning assigned to such terms in Section 966 of the San Diego County Code of Administrative Ordinances.

b. County Confidential Information.

i. Confidentiality. Contractor agrees to maintain data relating to any Protected Personal Activity and/or Protected

Personal Characteristics (“County Confidential Information”) received or obtained pursuant to the obligations under this Contract, if any, confidential, and shall not share and/or transmit such information to any third party including, without limitation, any governmental agency, unless required to do so pursuant to federal, state, or local law or as necessary to perform the obligations of Contractor pursuant to this Contract. Contractor agrees to include these requirements in any subcontract related to the performance of this Contract. The obligation to maintain County Confidential Information confidential and private shall survive the expiration or earlier termination of this Contract.

c. Due Process and Safety in County Facilities.

i. Prohibition on Access for Federal Law Enforcement, Out-of-State Law Enforcement, and Private Parties Acting Under

Color of Law Enforcement Authority. Contractor shall not provide access to any Non-Public Area of a County Facility, or facility where Contractor provides services to the public on behalf of the County, to any Federal Law Enforcement Agency Personnel, Out-of-State Law Enforcement Personnel, or a Private Party Acting Under the Color of Law Enforcement Authority for the purpose of carrying out Law Enforcement Activities where the alleged criminal activity is a Protected Personal Characteristic and/or a Protected Personal Activity (“Facility Access”), except as expressly permitted pursuant to Section 967 of the San Diego County Code of Administrative Ordinances.

ii. Notice of Facility Access. Contractor shall provide the COR with notice within two (2) hours of any Facility Access, as defined in the preceding section.

13. Use of Artificial Intelligence. Contractor shall comply with Board Policy A-140, Artificial Intelligence Board Policy. Without limiting the foregoing, Contractor shall disclose any artificial intelligence (AI) functionality (as defined in Board Policy) embedded in products or services provided under this Agreement and ensure that all AI systems are used in accordance with County standards for security, privacy, and ethical practices. Contractor shall implement human oversight for any AI-generated outputs to be used in the County’s official capacity and maintain transparency by clearly attributing AI-generated content.

Contractor shall support the retrieval and export of prompts, outputs, and training details upon County request. Contractor shall not use AI systems for prohibited purposes, including fully automated decisions without meaningful human oversight, covert tracking, social scoring, or behavioral manipulation. The County reserves the right to inspect AI system usage and require modifications or cessation of use if compliance risks are identified. Any changes to AI functionality or features during the term of this Agreement shall be in compliance with this clause and be reported in writing to the Contracting Officer’s Representative prior to implementation.

14. Subcontractor Reporting. Contractor shall provide periodic reports to the County of amounts paid under this Agreement to subcontractors and whether each subcontractor qualifies as a Small-Local Business as defined in Board Policy B-53. Such reports shall be submitted to the COR using the “Subcontractor Data Collection Form (PC613)” located at https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC613_dpc_Subcontractor_Data.xlsx or as otherwise directed by County. Reports shall be aligned with the County’s Fiscal Year, with a mid-year report of data through December 31 submitted by February 15, and a full Fiscal Year report submitted by July 15.

15. Small-Local Business Preference. If this Agreement resulted from a solicitation where Contractor claimed Small-Local Business status in its response per section 405 of the San Diego County Administrative Code, Contractor shall perform a commercially useful function (as that term is defined in Board Policy B-53 Small-Local Business Policy) throughout the term of this Agreement.

https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC613_dpc_Subcontractor_Data.xlsx

16. Small-Local Business Subcontractor Participation. If this Agreement resulted from a solicitation containing Small-Local

Business Subcontractor Participation Requirements as set forth in Board Policy B-53, such requirements and Contractor’s submitted forms are incorporated herein by reference to the extent not included as an exhibit to this Agreement. Contractor shall make all commercially reasonable efforts to comply with all such requirements, including meeting the Percent of Utilization on Contractor’s Small-Local Subcontractor Utilization Plan. Contractor shall maintain a rate of Small-Local Business utilization throughout the term of this Agreement that is reasonably in alignment with the progress of the Agreement (e.g., term, utilization, deliverables). Contractor shall provide to County, upon request, documentation sufficient to verify Contractor’s compliance with such requirements.

If in County’s determination, Contractor is not in compliance with all Small-Local Business Subcontractor Participation Requirements, County may take corrective action, which may include (i) requiring Contractor to submit a corrective action plan acceptable to County detailing actions the Contractor will take to fulfill its requirements and/or (ii) withholding of payments to Contractor equivalent to the amount of the underutilization. Such corrective actions shall be in addition to any other remedies the County may have under this Agreement or at law or equity.

17. Political Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for any political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or allow its name to be utilized in any endorsement of any candidate for elected office. Neither this Agreement nor any funds provided hereunder shall be utilized in support of any partisan political activities, or activities for or against the election of a candidate for an elected office.

18. Lobbying. Contractor agrees to comply with the lobbying ordinances of the County (including sections 23.101, et seq. of the

County Code of Regulatory Ordinances) and assure that its subcontractors’ employees, volunteers, officers, agents, consultants, and subcontractors (“Workforce”) complies before any appearance before the County Board of Supervisors. Except as required by this Agreement, none of the funds provided under this Agreement shall be used for publicity or propaganda purposes designed to support or defeat any legislation pending before State and federal legislatures, the Board of Supervisors of the County, or before any other local governmental entity. This provision shall not preclude Contractor from seeking necessary permits, licenses and the like necessary for it to comply with the terms of this Agreement.

19. Americans With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in employment, public services, transportation, public accommodations and telecommunications services in compliance with the Americans with Disabilities Act (ADA), the California Fair Employment and Housing Act (FEHA), and California Administrative Code Title 24.

a. Without limiting the foregoing paragraph, Contractor shall ensure that any public-facing software, website, mobile application, or web content related to County services, programs, or actions meets all requirements under federal and California law for accessibility to persons with disabilities. Contractor shall ensure that any such software, website, mobile application, or component thereof meets the WCAG 2.1, level AA accessibility standards, unless a higher standard of accessibility is required by federal or California law. Contractor must notify the County of significant updates affecting accessibility.

20. Religious Activity Prohibited. There shall be no religious worship, instructions, or proselytization as part of or in connection with the performance of this Agreement.

21. Contractor Permits and License. Contractor certifies that it possesses and shall continue to maintain or shall cause to be obtained and maintained, at no cost to County, all approvals, permissions, permits, licenses, and other forms of documentation required for it and its Workforce to comply with all existing foreign or domestic statutes, ordinances, and regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to reasonably request and review all such applications, permits, and licenses prior to the commencement of any services hereunder.

22. Offshore Prohibition. Except where Contractor obtains the County’s prior written approval, Contractor shall perform the work of this Agreement only from or at locations within the United States. Any County approval for the performance of work outside of the United States shall be limited to the specific instance and scope of such written approval, including the types of work and locations involved. Notwithstanding the foregoing, this Section shall not restrict the country or countries of origin of any assets purchased to provide the work hereunder; provided that when such assets are used to provide the work, such assets shall be used only from or at locations within the geographic boundaries of the United States.

23. Equal Opportunity. Contractor shall comply with federal and State equal employment opportunity laws, including, but not limited to, the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with respect to their compensation, terms, conditions, or privileges of employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect their status as an employee because of such individual’s race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status.

24. Non-Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group identification, race, color, nation origin, creed, religion, age, sex, physical or mental disability, political affiliation or marital status in accordance with applicable laws, including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.C 2000d), Section 162 (a) of the Federal-Aid Highway Act of 1973 (23 U.S.C 324), Section 504 of the Rehabilitation Act of 1973, The Civil Rights Restoration Act of 1987 (P.L. 100-209), Executive Order 12898 (February 11, 1994), Executive Order 13166 (August 16, 2000), Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-e), the Age Discrimination Act of 1975 (42 U.S.C.

6101), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq.) of the California Government Code, Title 9, Division 4, Chapter 6 (Section 10800, et seq.) of the CCR and California Dept. of Social Services Manual of Policies and Procedures (CDSS MPP) Division 121.

25. Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not store any Hazardous Materials at any County facility for periods in excess of ninety (90) days or in violation of the applicable site storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to Hazardous Materials generated or utilized in its performance under this Agreement. Contractor agrees to report to the appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County of it. Contractor shall not be liable to the County for the County’s failure to comply with, or violation of, any Environmental Law. As used in this Section, the term “Environmental Laws” means any and all federal, state, or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called “common law”), including, but not limited to, the Resource Conservation and Recovery Act, relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. As used in this Section the term “Hazardous Materials” means any chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any Environmental Laws, or (d) is any other material or substance giving rise to any liability, responsibility or duty upon the County or Contractor with respect to any third person under any Environmental Laws.

26. Clean Air Act and Federal Water Pollution Control Act. Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, (42 U.S.C. §§ 7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §§ 1251 et seq.). Contractor shall report each violation to the USDA and the appropriate EPA Regional Office as required.

27. Debarment, Exclusion, Suspension, and Ineligibility. Contractor certifies that, to the best of its knowledge, and except as disclosed to County and acknowledged in writing by County prior to the execution of this Agreement, Contractor and members of its Workforce:

a. Are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension, or ineligibility by any federal, state, or local department or agency;

b. Have not within a 3-year period preceding this Agreement been convicted of, or had a civil or administrative judgment rendered against them for, the commission of fraud or a criminal offense or civil action in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction; violation of federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property; physical, financial or sexual abuse or misconduct with a patient or client, or medical negligence or malpractice;

c. Are not presently indicted or otherwise criminally, civilly, or administratively charged by a government entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraph above;

d. Are not presently the target or subject of any investigation, accusation, or charge related to the conduct of business by any federal, state, or local agency or law enforcement, licensing, certification, labor standards, occupational safety, ethics, or compliance body;

e. Are not proposed for debarment by any state, local, or federal department or agency;

f. Do not have a judgment rendered against them by a body described in section 27. e. above that is unsatisfied; and

g. Have not within a 3 year period preceding this Agreement (i) been found in violation or had a judgment rendered against them resulting from the type of investigation, accusation, or charge described in section 27. d. above or (ii) had one or more public transactions (federal, state, or local) terminated for cause or default.

Contractor shall have an ongoing duty during the term of this Agreement to disclose to the County any occurrence that would prevent Contractor from making the certifications contained in this section 27 on an ongoing basis. Such disclosure shall be made in writing to the COR and the County Office of Ethics and Compliance within five (5) business days of when Contractor discovers or reasonably believes there is a likelihood of such occurrence.

28. Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor shall not employ any person having any such interest in the performance of this Agreement. Contractor shall not hire County’s employees to perform any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of County. Without such written approval, performance of services under this Agreement by associates or employees of County shall not relieve Contractor from any responsibility under this Agreement

29. California Political Reform Act and Government Code Section 1090, Et Seq. Contractor acknowledges that the California

Political Reform Act (“Act”), Government Code section 81000 et seq., provides that contractors hired by a public agency, such as County may be deemed to be a “public official” subject to the Act if the Contractor advises the agency on decisions or actions to be taken by the agency. The Act requires such public officials to disqualify themselves from participating in any way in such decisions if they have any one of several specified “conflicts of interest” relating to the decision. To the extent the Act applies to Contractor, Contractor shall abide by the Act. In addition, Contractor acknowledges and shall abide by the conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq.

30. Prohibited Agreements. As required by section 67 of the San Diego County Administrative Code, Contractor certifies that it is not in violation of the provisions of section 67, and that Contractor is not, and will not subcontract with, any of the following:

a. Persons employed by the County or of public agencies for which the Board of Supervisors is the governing body;

b. Profit making firms or businesses in which employees described in subsection (a) serve as officers, principals, partners or major shareholders;

c. Persons who, within the immediately preceding twelve (12) months, came within the provisions of subsection (a), and who

(1) were employed in positions of substantial responsibility in the area of service to be performed by the contract, or (2) participated in any way in developing the contract or its service specifications; and

d. Profit making firms or businesses in which the former employees described in subsection c. serve as officers, principals, partners or major shareholders.

31. Indemnity. County shall not be liable for, and Contractor shall defend and indemnify County and its elected officials, officers, agents, employees and volunteers (collectively “County Parties”) against, any and all claims, demands, liability, judgments, awards, fines, mechanics’ liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys’ fees and court costs (hereinafter collectively referred to as “Claims”), related to this Agreement or the work covered by this Agreement and arising either directly or indirectly from any act, error, omission or negligence of Contractor or its Workforce or their licensees, including, without limitation, Claims caused by the sole passive negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Contractor shall have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of County Parties.

Without limiting the foregoing, Contractor’s defense and indemnity obligations under this Section shall specifically apply to any claim, suit, proceeding, demand, liability, loss, damage or expense (including but not limited to attorneys’ fees) arising from or relating to a claim that any work performed pursuant to this Agreement infringes a patent, copyright, moral right, trademark, trade secret, or other intellectual property right of a third party. Without limiting the generality of the foregoing, if any portion of any the same or County’s use of the same is, or in Contractor’s or County’s opinion is likely to be, held to infringe the rights of any third party, Contractor shall at its expense either (i) procure the right for County to use the infringing item free of any liability or expense to County to the full extent contemplated by this Agreement; or (ii) replace it with a non-infringing equivalent reasonably satisfactory to County. Without limiting the County’s other rights and Contractor’s obligations under this Section, County shall have the right to employ counsel at its own expense for, and participate in the defense of, any claim.

32. Insurance. Contractor shall, at its own cost and expense, obtain and keep in force and effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit B Insurance Requirements. Evidence of insurance and any other documents or notices required to be provided to County pursuant to Exhibit B shall be submitted to the COR or as instructed by the COR. The provisions of section 31 are independent of, and shall in no way limit, Contractor’s and its insurer’s requirements under this section this section 32 and Exhibit B.

33. Availability of Records. Contractor shall maintain and/or make available within San Diego County accurate books, accounting records, and other records related to Contractor’s performance under this Agreement, including all records of costs charged to this Agreement during the term of this Agreement and for the longer of: (i) a period of five (5) years after the date of final payment under this Agreement, (ii) for records that relate to litigation or the settlement of claims arising out of the performance of this Agreement, three (3) years after such litigation or claims have been disposed of, and (iii) any retention period required by the funding source(s) of this Agreement. Contractor shall provide any requested records to County within two (2) business days of request. Contractor assertions of confidentiality shall not be a bar to full access to the records. County shall keep the materials described above confidential unless otherwise required by law.

34. Audit Right. Pursuant to California Government Code Section 8546.7, the parties acknowledge that every contract involving the expenditure of public funds in excess of $10,000 shall be subject to audit by the State Auditor.

Authorized federal, State and County representatives shall have the right to monitor, assess, and evaluate Contractor’s performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not be limited to audits, inspection of premises, reports, and interviews of project staff and participants.

At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to County, State or federal officials for examination all of its records with respect to all matters covered by this Agreement and will permit County, State or federal officials to audit, examine and make excerpts or transcripts from such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data relating to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance with generally accepted government auditing standards as described in Government Auditing Standards, published for the United States General Accounting Office.

35. Termination for Convenience. The County may, by written notice from Contracting Officer, terminate this Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor, as full compensation for work performed in accordance with the terms of this Agreement until such termination:

a. The unit or pro rata price for any delivered and accepted portion of the work.

b. A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the work, provided compensation hereunder shall in no event exceed the total price.

c. In no event shall the County be liable for any loss of profits or any other consequential damages related to the work or portion thereof so terminated.

d. County’s termination of this Agreement for convenience shall not preclude County from changing the termination to a default, as set forth in Section 34 of this Agreement, nor from taking any action in law or equity against Contractor for:

i. Fraud, waste, or abuse of Agreement funds, or

ii. Improperly submitted claims, or

iii. Any failure to perform the work in accordance with the Statement of Work, or

iv. Any breach of any term of condition of the Agreement, or

v. Any actions under any warranty, express or implied, or

vi. Any claim of professional negligence, or

vii. Any other matter arising from or related to this Agreement, whether known, knowable, or unknown before, during, or after the date of termination.

36. Termination for Default. In the event of Contractor’s breach of this Agreement, County shall have the right to terminate this

Agreement, in whole or in part, by written notice of default to the Contractor. In the event of such termination, the County reserves the right to purchase or obtain the supplies or services elsewhere and the Contractor shall be liable for the difference between the prices set forth in this Agreement and the actual cost thereof to the County. In such case, the prevailing market price shall be considered to be the fair repurchase price. The rights and remedies of County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

If, after termination for default, it is determined for any reason that Contractor was not in default under this Agreement, the rights and obligations of the parties shall be the same as if terminated for convenience under section 34 Termination for Convenience.

37. Full Cost Recovery. Contractor shall reimburse County (by direct payment or County withholding of payment, at County’s sole discretion) for all direct and indirect expenditures incurred in conducting an audit, investigation, or inspection when Contractor is found to have violated terms of this Agreement.

38. Disallowance. County may disallow payment at any time if it determines the basis for the payment is or was not eligible for compensation under this Agreement. If County makes payment to Contractor that is later disallowed by the County, State or federal government, or other funding source, the Contractor shall promptly refund the disallowed amount to the County on request, or at its option, the County may offset the amount disallowed from any payment due to the Contractor under any contract with the County.

39. Warranty. Contractor agrees that any goods and/or services furnished under this Agreement shall be covered by the most favorable commercial warranties Contractor gives to any of its customers for the same or substantially similar goods and/or services. Any warranties so provided shall supplement, and shall not limit or reduce, any rights afforded to County by any other provision of this Agreement or by any applicable Uniform Commercial Code warranties.

40. Assignment. This Agreement is assignable by County. Except as to any payment due hereunder, this Agreement is not assignable by Contractor without written approval of County. Any purported assignment or delegation in violation of this section shall be null and void.

41. Delivery. Unless otherwise specified in writing in this Agreement, all shipments shall be F.O.B. point of destination. County shall not be liable for freight or handling charges except as stated in this Agreement. Transportation receipts, if allowed under the Agreement, must accompany invoice.

42. Changes. Changes to this Agreement may only be made by Change Order or amendment. No other modification of this

Agreement shall be valid. The Contracting Officer may at any time, by written order, make changes within the general scope of this Agreement (“Change Order”). If any Change Order causes an increase or decrease in the cost or time required for the performance of the work under this Agreement, an equitable adjustment shall be made to the price, delivery schedule, or both.

The County and Contractor may modify this Agreement by written amendment signed by the Contracting Officer and Contractor.

43. Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this

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