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Home My WebLink AboutAECOM Technical Services, Inc. - 2010-07-06Council/Agency Meeting Held:_ O/C7 Deferred/Continued to: �A pro ed on i io II rov d ❑ Denied CnrW Signa e Council Meeting Date: July 6, 2010 Department ID Number: AD 10-020 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Administrator PREPARED BY: Bob Hall, Deputy City Administrator SUBJECT: Approve and authorize execution of a three year Professional Services Contract in the amount of $125,000 with AECOM for an Investment Grade Assessment of Energy Efficiency Projects Statement of Issue: Council is being asked —to consider and approve a professional services contract to complete an Investment Grade Assessment of selected energy efficiency measures across a number of city facilities and infrastructure sites. Financial Impact: Funding for this project is already available as part of the Energy Retrofit program budgeted in business unit 80787002. Recommended Action: Motion to: Approve and authorize Mayor and City Clerk to execute the "Professional Services Contract Between the City of Huntington Beach and AECOM for an Investment Grade_ Assessment of Energy Efficiency Projects" in the amount of $125,000. Alternative Action(s): Do not approve the agreement and advise staff on how to proceed. -135- Item 8. - Page 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 7/6/2010 DEPARTMENT ID NUMBER: 10-020 Analysis: The City's Energy Efficiency and Conservation Block,-Grant,(EECBG),application included $1,154,800 for energy efficiency retrofits. These funds will improve city facilities'and reduce ongoing utility costs. City staff selected three firms from California State University's pre -qualified firms for a preliminary energy efficiency assessment of the Lifeguard Headquarters building. This report and subsequent panel interviews with each firm formed the basis for evaluation and selection of an energy services firm. A review committee comprised of Public Works, Economic Development and Administration staff reviewed the written reports and conducted panel interviews with Finance staff overseeing and confirming the process. AECOM's proposal and interview received the highest total score. At the completion of this professional services contract, the city will be equipped to enter into an energy services construction agreement to construct the selected, cost-effective energy efficiency measures. This agreement will support the city's commitments and commensurate benefits from SCE and SCG's energy efficiency partnerships and earn enhanced incentives based on these projects. __ Environmental Status: Not applicable for this action, but the agreement positively impact Huntington Beach's ability to reduce environmental impacts from energy use. Strategic Plan Goal: Maintain, improve and obtain funding for infrastructure and equipment- Attachment(s): No. Description Professional Services contract between the City of Huntington Beach and AECOM for an investment grade assessment and subsequent firm fixed construction agreement proposal, including special terms and conditions for flowdown awards 2. Certificate of Liability Insurance from AECOM 3. Federal Assistance Agreement 4. Professional Services Purchasing Certification forms 5. 1 Bidders list Item 8. - Page.2 -136- ATTACHMENT #1 11 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AECOM FOR an Investment Grade Assessment of Energy Efficiency Projects THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and AECOM TeAniea{ Service$,Inc, a corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to complete an Investment Grade Assessment ;and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows; 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROTECT." CONSULTANT hereby designates Brian Pottenger who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/ surfneVprofessional Svcs mayor I of 11 12/07 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on July 7 , 2010 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than six months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed $125 , 000 . Dollars ($ 125,000. ). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake agreel surfnedprofessional svos mayor 2 of 11 12/07 such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained, 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." ?. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any agree/ surfneUprofessional svcs mayor 3 of 11 12107 insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT, 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect agree/ surfnedprofessional sves mayor 4 of I I 12/07 Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. MEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an .independent contractor herein and not as an employee of CITY. agree! surfnedprAssional Svcs mayor 5 of 11 12107 CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/ swfnet/professional Svcs mayor 6 of 11 12107 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach AECOM Techni vAl Seryj ceS.,Inc ATTN: Aaron Klemm ATTN: Brian Pottenger 2000 Main Street 440 Stevens Avenue Ste 250 Huntington Beach, CA 92648 Solana Beach CA 92075 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approvaI to any subsequent occurrence of the same or any other transaction or event, agree/ surfnedprofessional secs mayor 7 of 11 12/07 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be agree/ surfneUprofessional sna mayor 8 of 11 ' 12/07 curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. agree/ sur&ieUprofessional sues mayor 9 of 11 12107 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California: 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT's initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof, agree/ surfnet/professional svcs mayor 10 of 11 12107 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. CONSULTANT, AcoM Tethwica CITY OF HUNTINGTON BEACH, a I �eY111 ces" 1 no • municipal corporation of the State of COWANY NAME Ca2-Mv4qor a print name ITS: (circle one) Chairman/President(Vice President A41ND r B :fi �rint nam ITS: (circle one) Secretary/Chief mancial Officer/A t.J Secretary - Treasurer APPROVED �,M APPROVED: f City Administrator ?a-4 fjv?-� APPROVED AS TO FORM: C ty Attorney l 10 l�• 3n • io agreel surfnet/professional sves mayor 11 of l l 12107 Exhibit A AECOM will include the Energy Conservation Measures identified in Table 1 as part of its IGA. The items included have already undergone screening from the City and its consultant as items in need of attention and possess potential energy savings benefits Table 1: IGA Energy Conservation Measures Multiple Measures (Chilled water Civic Center. plant optimization for off peak loads, Air handler economizers, Controls Upgrade Interior & Exterior 2 Civic Center. Lighting(Exciuding parking lot lighting), Explore lighting control Server room optimization( server 3 Civic Center virtualization and consolidate/upgrade the existing HVAC system) HVAC/ Controls upgrades, Replace Trane Tracer controls with Andover, Explore Converting existing trane 4 Central Library. VVT system VAV, optimization of existing HVAC equipment, explore adding economizers to existing air Upgrade Interior & Exterior 5 Central Library. Lighting(Excluding parking lot lighting), Explore lighting control 6 Multiple remote Buildings. Explore internet based 7 day programmable thermostats Retro commission/repair- further 7 Lifeguard develop the items outlined in the Headquarters Preliminary Assessment provided by AECOM. Items identified during the IGA efforts as well as specific deferred maintenance items with potential energy savings that include: Multiple 0 City Gym -Pool Heater. $ Buildings. Sports Complex Restroom Lighting HPS to CFL and occupancy sensor. • Art Center —Lights. • Gothard & Lake Fire Stations- HVAC systems. Exhibit A • Heating Systems at 5 Community Centers. • Boiler and HVAC @ Junior Lifeguard Station 8 Downtown Area Develop the lighting concepts laid Lighting out by Lighting Design Alliance The IGA will include the following Scope of Work. 1) AECOM shall perform the IGA and present it to the City in accordance with the Scope of Work described below. AECOM shall complete the IGA and present the final Report to The City of Huntington Beach within nintey (90) calendar days from the notice to proceed. 2) The IGA shall include, but not be limited to, all of the buildings and facilities and Energy Conservation Measures (ECMs) referenced in Table 1. The City shall reserve the right to add or delete ECM(s) and/or buildings and facilities, at no additional cost to the City, provided that the net effect of the changes does not increase AECOM's scope of work and the projected overall cost/benefits of project will not be adversely impacted. The budgeted hours for each ECM category listed in Table 1 for reference purposes are listed below: 6 e Manage overall project 80 Data gathering and incentive package Prep 40 24 8 ECM-1 208 56 8 ECM-2 40 10 8 ECM-3 80 16 8 ECM-4 112 37 8 ECM-5 401 22 8 ECM-6 30 30 8 ECM-7 72 16 8 ECM-8 30 30 8 ECM-9 88 28 8 3) Planning and coordination meetings as required with the City 4) Site visits and field audits as required to meet with site personnel, collect facility information, install data loggers, etc. The labor hours and costs included in this proposal are based on the City providing the following facility information and logged data to AECOM 7 days after the NTP as previously discussed: a) Baseline data trends for the existing chilled water and HVAC systems at the Central Library b) Baseline data trends for the existing chilled water and HVAC systems at the Civic Center Exhibit A c) Baseline data trends for the Civic Center Data center HVAC Equipment. r 5) Preparation of an IGA Report. The report will include the following information. a) Executive Summary - Provides an overview of the projects scope of work, financials and next steps. b) Approach to Investment Grade Assessment — Provides a detailed description of how AECOM developed the IGA report. c) Utility Analysis — Examines relevant utility information for the past thirty-six (36) months (as available from customer) and establishes base year consumption for electricity, gas, stream, water, etc. in terms of energy units (kWh, KW, ccf, therms, gallons, or other appropriate units) and in terms of dollars. Description of the process used to determine the base year (averaging, selecting most representative contiguous 12 months, etc.). Consultation with facility personnel to account for any anomalous billings that could skew the base year representation. d) Energy Allocation Analysis — Provides a detailed analysis of end use energy consumption (HVAC, Lighting, Plug Loads, etc.) for buildings or systems considered in the IGA. AECOM will utilize metered data provided by the City and will also install data loggers for key systems as required. e) Energy Conservation Measures — Provides a detailed discussion including supporting analysis for each ECM considered in the IGA. The support ECM analysis will provide sufficient detail to enable the City to make an independent evaluation on the reasonableness of the energy savings projections. Specifically, the savings analysis will include the following: • Base year energy use and cost. • Post -retrofit energy use and cost. • Savings estimates including analysis methodology, supporting calculations and assumption used. • Explanation of how savings duplication or interactions between retrofit options is avoided. • Operation and maintenance savings, including detailed, calculations and description. • Spread sheet analysis and/or computer simulation (Where appropriate). Each analysis will include a short description and statement of key input data. f) Cost Benefit Analysis — Provides a detailed financial analysis including Pro Forma (cash flow) models and Life Cycle Cost Analysis (LCCA). The LCCA will include inflation rates, discount rates and fuel and electricity escalation rates. Future savings will reasonably consider such factors as equipment degradation, expected usage factor, incremental increase in maintenance costs, if applicable, overhaul reserves, etc. as appropriate for the project. g) Protect Rebates, Grants and Incentives— Provides a detailed description of any available rebate and incentive programs that the proposed ECMs are eligible for including all related documentation necessary to successfully complete the application process. AECOM will initiate the rebate and incentive process and will provide the City Exhibit A with a schedule identifying key milestones and responsible parties and task functions assigned. h) Financing Sources for Dept Package — Provide financing options for the dept funded options identified in the IGA report. i) Project Cost Estimates — Provides a detailed cost estimate of each recommended ECM. j) Project Design and Construction Schedule — Provides a project design and construction schedule identifying each task function. including key milestones and responsible parties. k) 30% Design Drawings — Provides conceptual drawings as required to appropriately illustrate the recommended ECM and to provide enough detail to develop firm construction costs. EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY sha11 notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B EXHIBIT B Fixed Fee Payment ® The California State University CERTIFICATION Counterpart No. Contract No. 40229 Project No. MLIB30 This is to certify that I am the Assistant Secretary Jnsert title such as Secretary or Assistant Secretary) AECOM Technical Services, Inc. (Insert name of corporation) and that the attached resolution is a true and accurate copy, as the same appears in the Minutes of the Board of Directors of the Corporation; and that said resolution was duty adopted by the Board of Directors of the Corporation at its meeting on January 1, 2010 May 18, 2010 (Insert date) signature David W. Huchel Assistant Secretary Title of person making certification IMPORTANT NOTE (Be sure that a copy of the resolution authorizing a person to execute contract documents or to execute a bid submittal is attached to this certification. If more than one resolution is attached, the form must be modified to reflect that fact.) consb=60A Mwge nt 70Z07-ESA AB • 1/07 UNANIMOUS ACTION OF THE BOARD OF DIRECTORS OF AECOM TECHNICAL SERVICES, INC. The undersigned, being all the members of the Board of Directors of AECOM TECHNICAL SERVICES, INC. (the "Corporation"), a California corporation, hereby take the following action, effective January 1, 2010. RESOLVED, that In addition to all Senior Vice Presidents and above as set forth in Article IX, Section 16 of the Restated By -Laws as amended, the following persons are designated with authority by the Board of Directors, to execute contracts and other legal documents on behalf of the corporation or its divisions: TRAUSPORTATI�B� Midwest No theas West Joe Becker John Azzaro Randy Alshuler James Carter Frank Baragona Bill Burton Denise Casalino Andrew Cairns Mohan Char Joe Catalano Pompeo Casale Dan Davis Ken Coulter Thomas Cascino Nick Davoren David Hansen Steve Dempsey James Faber Jeff Hanson Caroline Downing Mike Gasparro Mark Lucas Frank LaPlaca Gene Grilli Mike Proboske Robert Lowe Neil Harris Charlie Manning Greg Heinz Mid -Atlantic Mike McCarthy Peter Ho Paul Anderson Kevin Pierce Robert Johansen Kenneth Butler Robert Pinghero Richard Leja Steven J. Chapin Bob Pittman Peter Lim Lou Cornell Terry Rookard Kathy Mayo Joe DlCarlo John Seaboldt Chris Mockus Dan Faust Nicholas Spaventa Mario Montes Roger Heebner Christine Tiernan William Nasciemento Jack S. Hodge Joseph Zafonte John Prizner Gary Hullfish Armando Ramirez Bruce Kay Tom Kirby MuBti=Realon Pat Somerville Christopher Lloyd David Brown Charles Stark Bijan Pashanamaei Michael Chalmers Chuck Tran Glen Vasquez Matt Cummings William A. Woodford Jim De la Loza Southwest Mountain Jay Duncan Scott Cooper Southeast Robert Edelstein Steve Fowler Dave Gorden Tom Hessling Michael Hegarty Tom Marwood David Levy Craig Hester Bruce Moulds Dennis Miller Mark Mehalko Pam Townsend Bruce Molds Steve O'Brien Tom Vokoun Abbas Sarmad RA Plummer Mike Sweeney Jay Van Echo Rachel Vandenberg Steve Wilcox Thomas Waldron Greg Yates I I P a g e West Southwest/Mountain Mid -Atlantic Chris Aiado Steve Berokenhoff Steve Biuso Keith T. Campbell Daron Butler Troy Kincer Olivia Chen Jay Canine Carl Lay R. Dan Ellison Chris Chen Jim Richards Jon Hanlon Don D'Adam Jake Vittands Glen M. Hille Blaine Dwyer Ben P. Horn Shelby Eckols Brian L. Jordan John Elorriaga Northeast John F. Kinneen. Joe King Joseph Falbo Rae Loui Lee Lindeen William J. Bent Thomas Melchtry Becky Olive David Blair Rudy Mina David Parkhill John Cardoni Martin Nakasone Bart Standley Donald Chelton Michael K. Nunley Eugene Die Stefano Mark P. Reitz Robert Jarnis Gary W. Rogers Midwest Dick Jubinville Eugene "Skip" Shank Cuneyt Feizolof James Peter Gerald Shrope Todd Frauhiger Robert Scherpf Matthew Thomas Mike Gatzow Dennis Setzko Robert Ward Matt Koch Betsy Shreve-Gibb Alan K. Wong Ron Palmieri Paul Storella Derrick Wong Steve Peterson Lucy Pugh Southeast Multi -Region Scott Solverson Ron Armstrong Jim Chaffee: Mike Russel B7oy Ghosh Marty Do -ward Mike Witwer Lee Grant Scott Edelman Chris Yamaya Lennart J. Undahl Steve Johnson ENERGY __......_ Larry Bochet Joseph Broderick Dan Estrada Steve Martocello Peter Rooney JSdd _ �®R05—RA Andy Haubert Jamie Matus Paul Roy Paul Tarvin Mike Wheeler raedt�es David W. Huchel Raylana Anderson Daniel R. McKelvie . Gil Mulhere Northeast Rick Yauney Robert Orlin Dan Sawh Southwest/Mountain Jack Ward Pam Hoebener 2 1 P a g e Southeast Daniel Donahue . Rob Friedel Multi -Region Cyd Brandveln Ikon Osborne Wes Shimoda West Robin Cababa Joel Farrier Luis Fraticelli Steve Howard Ray Kohler Chuck Katz Don Koch Mark Luttrell Dave Van Muilem Jim Oosterhoudt Eric Peterson Marc Peterson Mizan Rashid Travis Taylor Jane Thomas Tom Wailer Brian Weith SouthwestlMountain Jim Brackett Scott Duncan Carl Forbes Lucy Fraiser Phil Hackney Chuck Luyten Kent Miller Rami Naddy Marcos Silvestri Rick Smith Midwest Paul Blindauer Ken Bergschultz Kevin Brehm Nizar Hindi Ivan Marfysz Roger Miller Steve Nalefski Matt Peak Ron Roelker Dave Senf®Ids Steve Schubring Bill Solberg Dawn SNider Northeast Steve Atter John Albrecht Kate Bamicle Rick Brannon Jim Coyle Mark Corey Don Dwight Dave Espy Robert lwanchuk Jim Kaczor Matt Kennedy Al LoPilato Rich Michalewich Chris Mitchell Mark Moose Keith Ryan Deb Simmons Mid -Atlantic Gary Grinstead John Holleran Don Mayer Mike Shannon Vic Velez Ken Vinson Joe West Lane Willson Dave Wolfe Southeast Mack Astorga Paul Banks Ralph Bouton Jim Brickell Michael Coats Pat Flocd Guy Frearson Bobble burley Bruce Koenig Jennifer Ledbetter Paul Newman Barry Pritchett Scott Ross Heather Royston David Simpson tJVIRONMENT�®��®�AiE -� -- ---- Kerry Adams Bruce Maisel Steve Corney Len Montigny Mike Clark John Nagy Joe Curreri Steve Reinfeldt Scott Ellis Mike Resch Paul Fennelly Dale Sands Ben Genes Susan Schultz Monty Lovejoy Rick Simon Jon Mahoney Phil Watts �BPage Rest ShafEq Alam Amitabh Barthakur Bobbette Biddulph Linda A. Cheu Andrew M. Cupples Phillip Dunn Matthew Earnest Stephen Engbiom Charles Everett Allen Folks Steven E. Galloway William Graham Richard M. Hansen Avanes (Vano) O. Hadunians Steve Heipel Thomas F. Horan Ray Hrenko Alice Williams Hricak Fred Jones Todd Kohli Craig J. Martin Henry Pittner Michael E. Retford Steven Eric Spickard Rejan Sundar Marcia Tobin Eric Wilson Steven Zimmerman Southwest/Mountain Aaron Adilman David R. Campbell Shawn Halley Jay Hicks Gregory Hurst Aldon W. Jenkins Craig J. Martin Jana McKenzie Steven A. Lichtenberger Don Mills Kirk Rabius William G. Rauen Troy Russ Jason Uyeda Ted E. Wheaton 4 1 P a g e Southeast Northeast David Barth Karen Breslawski Ladson M. Brearley, Jr. Sara Haga Fredalyn Frasier Lawrence Rosenbloom W. Ronald Hunt Raphael Samach Jorge Iglesias Tim Jackson Midwest Lin Joyner Aaron Adilman Craig Kenyon Chris Brewer Larry Kline Meghan Harte Sharon Lamantia Donald M. Loper Multi-Reoion Enrique Macla Charles P. Malacarne Mid -Atlantic Corporate Wade A. Anderson Jason Bowen Mark L. Ballard Andrew Fiala Kenneth A. Ballard Mark Gundacker Christopher B. Bowers Gilda Malek Allen Crocker John Sorce David Daileda Richard Dorrier Ben J. Fink Jeff Ganthner Paul T. Garrison Jonathan Hopwood Kenneth Jandurs Jerry Jorge Richard A. McSeveney Get W. Moy Paul Moyer Mac Nichols Robert V. Perry Gregg W. Spagnolo Stephen L. Sowder John H. Spyhaiski Brian (Scott) Waters Bradley Wellington Joseph E. Wells IN TESTIMONY WHEREOF, all the Directors have hereunto set their hands, effective the 1" day of January, 2010 Alan Krusi Joq'B wn 5 1 P a g e l !iz"' '- -- - :L' Jo n Kinl Robert Weber The.Gaiifomla State:.University CERTIFICATION Counterpart No. 4 Project No. N/A Contract No. 0000.000854 This is to certify that I am the Au-r: J `I �/ (Insert title such as Secretary or Assistant Secretary) T of tT%a'1 �4ttxy Sr; '�wC , (Insert name oicorporation) and that the attached resolution is a true and accurate copy, as the same appears in the Minutes of the Board of Directors of the Corporation; and that said resolution was duly adopted by the Board of Directors of the Corporation at its meeting on't'�� Dated: 17 l � J (Insert date) oil, .L— Signature s�-��vrAY Tide of person making certification IMPORTANT NOTE (Be sure that a copy of the resolution authorizing a person to execute contract documents or to execute a bid submittal is attached to this certification. If more than one resolution is attached, the form must be modified to reflect that fact) cons'—d n m me w'm 702.03• ESA D-B - 1/07 DMJtiI+HARRIS, INC. CERTIFICATE nF ASSISTA VT SECRETARY The undersigned, Robert K. Orlin, does hereby certify that he is now and at all times relevant hereto has been the duly elected and acting Assistant Secretaryof DMJM+HARRIS, Inc., a New York corporation, and does hereby further certify that Lucy M. Labruzzo is a Vice President of DMJM+HARRIS, Inc., and has held that position continuously since his election to said office by the unanimous written consent of the Board of Directors of this corporation on June 2, 2007. The undersigned does further certify that, in accordance with Section 3, Article V of the By -Laws of said corporation, any officer of the corporation hold'urg the title of Vice President or higher may execute contracts on behalf of the corporation. IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary of DMJM+HARRIS, Inc. and have affixed the corporate seal of this corporation this I I th day of September, 2007, DMJN1+IiARRIS, INC. By%� vcl ��- Robert K. Orlin, Assistant Secretary (CORPORATE SEAL) STATE OF NEW YORK ) )ss: COUNTY OF NEW YORK ) On this I 1 th day of September, 2007, before me, allotaryPublic in and for the State ofNew York, personally appeared Robert K. Orlin, who acknowledged himself to be the Assistant Secretary of DMJlvi+HARRIS, hto., and that he, as such Assistant Secretary, being authorized so to do, executed the foregoing instnunent for the purposes therein- contained, by signing his name as Asistant Secretary of the corporation. , j DEMISE JENIGNS P O.OIJESOSOI54rk Yo iaualified in NewYc* County Commission Expires Jesse 18.2011 .. y DMJIII+HARRIS INC. CERTIFICATE OF ASSISTANT SECRETARY The undersigned, Robert K. Orlin, hereby certifies thathe is now and at all times relevant hereto has been the duly elected and acting Assistant Secretary of DMJM+HARRIS, Inc., a New York corporation, and that the following resolutions amending the Restated By -Laws of said corporation were duly adopted at a Special Meeting of the Board of Directors of this corporation held on August 1, 1989: RESOLVED that, Section 3 of Article V of the Restate_ d By -Laws of this Corporation be amended to read as follows: "Section 3. CONTRACTS, LEGAL INSTRUMENTS, ETC., HOW EXECUTED. Any officer of this corporation holding the title of Vice President or higher may execute contracts or other legal instruments on behalf of the corporation or its divisions." The undersigned does furdter certifythat the foregoing resolution has not been revoked, amended or modified, and are in full force and effect as ofthe date hereof IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THIS Certificate of Assistant Secretary and has affixed the corporate seal of this corporation this 1 Ith day of September, 2007. DMJM+HARRIS, INC. By Ar f Robert K. Orlin, Assistant Secretary (CORPORATE SEAL) STATE OF NEW YORK ) )ss: COUNTY OF NEW YORK ) On this 11 th day of September, 2007, before me, allotary Public in and for the State ofNew York,persoriallyappeared RobertK: Orlin, who acknowledgedhimself to be the Assistant Secretary of DMJM+HARRIS, Inc., and that he, as such Assistant Secretary, being authorized sotodo, executed theforegoing trumentrfor therein contained, by signing.his name as Assisphnt'Se e of the corporation. i March 2010 ENERGY EFFICIENCY AND CONSERVATION BLOCK GRANT PROGRAM SUBRECIPIENT OR SUBCONTRACTOR FLOWDOWN REQUIREMENTS Subawardees who receive federal funds under an assistance agreement shall comply with the flow down requirements for subawardees specified in the "Special Provisions Relating to Work Funded under American Recovery and Reinvestment Act of 2009" which apply to this award. Additionally, as required by 10 CFR 600.2(b), 10 CFR 600.236, and 10 CFR 600.237, any new, continuation, or renewal award and any subsequent subaward shall comply with any applicable Federal statute, Federal rule, Office of Management and Budget (OMB) Circular and Government -wide guidance in effect as of the date of such award. These requirements include, but are not limited to the following:_ a. DOE Assistance Regulations, 10 CFR Part 600 at http://ecfr.gpoaccess.gov. b. In addition to 10 CFR 600, Appendix A, Generally Applicable Requirements, the National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at http://management.energy.gov/business doe/1374.htm apply. c. 2 CFR 215, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations (OMB Circular A-110)." d. OMB Circular A-102, "Grants and Cooperative Agreements with State and Local Governments" Common Rules. e. OMB Circular A-21, "Cost Principles for Educational Institutions," OMB Circular A-87, "Cost Principles for State Local, and Indian Tribal Governments," OMB Circular A- 122, "Cost Principles for Non -Profit Organizations," or FAR at 48 CFR Part 31, "Contract Cost Principles and Procedures," for Profit Organizations, as applicable. f. OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations." g. Subawardee Application/proposal as approved by DOE. The following pages set forth subgrant flowdown provisions suggested for use in issuing subawards. Recipients are also advised that all contracts must include the provisions in 10 CFR 600.236, "Procurement', Section (i) "Contract Provisions", numbers 1-13. -163- Item 8. - Page 29 March 2010 SUBGRANT FLOWDOWN PROVISIONS FOR EECBG FINANCIAL ASSISTANCE AWARDS SPECIAL TERMS AND CONDITIONS Table of Contents Number - Subied page 1. _RESOLUTION OF CONFLICTING CONDITIONS.....................................................3 2. CEILING ON ADMINISTRATIVE COSTS..................................................................3 3. LIMITATIONS ON USE OF FUNDS..........................................................................3 4. REIMBURSABLE INDIRECT COSTS AND FRINGE BENEFIT COSTS...................4 5. USE OF PROGRAM INCOME...................................................................................4 6. STATEMENT OF FEDERAL STEWARDSHIP..........................................................4 7. SITE VISITS..............................................................................................................4 8. REPORTING REQUIREMENTS................................................................................5 9. PUBLICATIONS........................................................................................................5 10. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS........................................6 11. LOBBYING RESTRICTIONS....................................................................................6 12. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS ...............6 13. HISTORIC PRESERVATION....................................................................................6 14. WASTE STREAM......................................................................................................7 15. DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS.....................7 16. SUBGRANTS AND LOANS......................................................................................7 17. JUSTIFICATION OF BUDGET COSTS.....................................................................8 18. ADVANCE UNDERSTANDING CONCERNING PUBLICLY FINANCED ENERGY IMPROVEMENT PROGRAMS..................................................................................9 19. SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (May 2009)...............................9 20. REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512 OF THE RECOVERY ACT............................................................................................14 21. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF CONGRESS.................................................................15 22. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS — SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF2009..................................................................................................................15 23. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) — SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 ............................18 24. WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY - ACT......................................................................................................................... 22 25. RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND RECIPIENT RESPONSIBILITIES FOR INFORMING SUBRECIPIENTS....................................................................................................22 26. DAVIS-BACON ACT AND CONTRACT WORKHOURS AND SAFETY STANDARD ACT......................................................................................................................... 23 N Item 8. - Page 30 -164- March 2010 1. RESOLUTION OF CONFLICTING CONDITIONS Any apparent inconsistency between Federal statutes and regulations and the terms and conditions -contained in this award must be referred to the DOE Award Administrator for guidance. 2. CEILING ON ADMINISTRATIVE COSTS STATES a. State -Recipients may not use more than 10 percent of amounts provided under the program for administrative expenses (EISA Sec 545 (c)(4)). These costs should be — captured and summarized for each activity under the Projected Costs Within Budget: Administration. b. Recipients are expected to manage their administrative costs. DOE will not amend an award solely to provide additional funds for changes in administrative costs. The Recipient shall not be reimbursed on this project for any final administrative costs that are in excess of the designated 10 percent administrative cost ceiling. In addition, the Recipient shall neither count costs in excess of the administrative cost ceiling as cost share, nor allocate such costs to other federally sponsored project, unless approved by the Contracting Officer. LOCAL GOVERNMENT (Cities & Counties) and INDIAN TRIBES a. Local government and Indian Tribe Recipients may not use more than 10 percent of amounts provided under this program, or $75,000, whichever is greater (EISA Sec 545 (b)(3)(A)),_ for administrative expenses, excluding the costs of meeting the reporting requirements under Title V, Subtitle E of EISA. These costs should be captured and summarized for each activity under the Projected Costs Within Budget: Administration. b. Recipients are expected to manage their administrative costs. DOE will not amend an award solely to provide additional funds for changes in administrative costs. The Recipient shall not be reimbursed on this project for any final administrative costs that are in excess of the designated 10 percent administrative cost ceiling. In addition, the Recipient shall neither count costs in excess of the administrative cost ceiling as cost share, nor allocate such costs to other federally sponsored project, unless approved by the Contracting Officer. 3. LIMITATIONS ON USE OF FUNDS By accepting funds under this award, you agree that none of the funds obligated on the award shall be expended, directly or indirectly, for gambling establishments, aquariums, zoos, golf courses or swimming pools. 3 -165- Item 8. - Page 31 March 2010 b. Local government and Indian tribe Recipients may not use more than 20 percent of the amounts provided or $250,000, whichever is greater (EISA Sec 545 (b)(3)(B)), for the establishment of revolving loan funds. c. Local government and Indian tribe Recipients may not use more than 20 percent of the amounts provided or $250,000, whichever is greater (EISA Sec 545 (b)(3)(C)), for subgrants to nongovernmental organizations for the purpose of assisting in the implementation of the energy efficiency and conservation strategy of the eligible unit of local government or Indian tribe. 4. REIMBURSABLE INDIRECT COSTS AND FRINGE BENEFIT COSTS a. The Recipient is expected to manage their final negotiated project budgets, including their indirect costs and fringe benefit costs. DOE will not amend an award solely to provide additional funds for changes in the indirect and/or fringe benefit costs or for changes in rates used for calculating these costs. DOE recognizes that the inability to obtain full reimbursement for indirect or fringe benefit costs means the Recipient must absorb the underrecovery. Such underrecovery may be allocated as part of the Recipient's cost share. b. If actual allowable [indirect and/or fringe benefit] costs are less than those budgeted and funded under the award, the Recipient may use the difference to pay additional allowable direct costs during the project period. If at the completion of the award the Government's share of total allowable costs (i.e., direct and indirect), is less than the total costs reimbursed, the Recipient must refund the difference. 5. USE OF PROGRAM INCOME If you earn program income during the project period as a result of this award, you may add the program income to the funds committed to the award and used to further eligible project objectives. 6. STATEMENT OF FEDERAL STEWARDSHIP DOE will exercise normal Federal stewardship in overseeing the project activities performed under this award. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the award objectives have been accomplished. 7. SITE VISITS DOE's authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical M Item 8. - Page 32 -166- March 2010 assistance, if required. You must provide, and must require your subawardees to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work. 8. REPORTING REQUIREMENTS a. Requirements. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2, attached to this award. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the award. Noncompliance may result in withholding of future payments, suspension or termination of the current award, and withholding of future awards. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies. b. Additional Recovery Act Reporting Requirements are found in the Provision below labeled: "REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512 OF THE RECOVERY ACT." 9. PUBLICATIONS a. You are encouraged to publish or otherwise make publicly available the results of the work conducted under the award. b. An acknowledgment of DOE support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows: Acknowledgment: "This material is based upon work supported by the Department of Energy [National Nuclear Security Administration] [add name(s) of other agencies, if applicable] under Award Number(s) [enter the award number(s)]." Disclaimer: "This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United. States Government or any agency thereof." -167- Item 8. - Page 33 March 2010 10. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS You must obtain any required permits, ensure the safety and structural integrity of any repair, replacement, construction and/or alteration, and comply with applicable federal, state, and municipal laws, codes, and regulations for work performed under this award. 11. LOBBYING RESTRICTIONS By accepting funds under this award, you agree that none of the funds obligated on the award shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation. — 12. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS You are restricted from taking any action using Federal funds, which would have an adverse effect on the environment or limit the choice -of reasonable alternatives prior to DOE providing either a NEPA clearance or a final NEPA decision regarding this project. If you move forward with activities that are not authorized for Federal funding by the DOE Contracting Officer in advance of the -final NEPA decision, you are doing so at risk of not receiving Federal funding and such costs may not be recognized as allowable cost share. If this award includes construction activities, you must submit an environmental evaluation report/evaluation notification form addressing NEPA issues prior to DOE initiating the NEPA process. 13. HISTORIC PRESERVATION Prior to the expenditure of Project funds to alter any historic structure or site, the Recipient or subrecipient shall ensure that it is compliant with Section 106 of the National Historic Preservation Act (NHPA), consistent with DOE's 2009 letter of delegation of authority regarding the NHPA. Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places. If applicable, the Recipient or subrecipient must contact the State Historic Preservation Officer (SHPO), and the Tribal Historic Preservation Officer (THPO) to coordinate the Section 106 review outlined in 36 CFR Part 800. SHPO contact information is available at the following link: http://www.tiesllpo.org/find/index.htm. THPO contact information is available at the following link: http://,,Nww.iiathpo.org/map.htiiil . Section 110(k) of the NHPA applies to DOE funded activities. If applicable, the Recipient or subrecipient certifies that it will retain sufficient documentation, to demonstrate that the Recipient or subrecipient has received required approval(s) from the SHPO or THPO for the Project. Recipients or subrecipients shall avoid Item 8. - Page 34 -168- March 2010 taking any action that results in an adverse effect to historic properties pending compliance with Section 106. The Recipient or subrecipient shall deem compliance with Section 106 of the NHPA complete only after it has received this documentation. The Recipient or subrecipient shall make this documentation available to DOE on DOE's request (for example, during a post -award audit). 14. WASTE STREAM The Recipient assures that it will create or obtain a waste management plan addressing waste generated by a proposed Project prior to the Project generating waste. This waste management plan will describe the Recipient's or subrecipient's plan to dispose of any sanitary or hazardous waste (e.g., construction and demolition debris, old light bulbs, lead ballasts, piping, roofing material, discarded equipment, debris, and asbestos) generated as a result of the proposed Project. The Recipient shall ensure that the Project is in compliance with all Federal, state and local regulations for waste disposal. The Recipient shall make the waste management plan and related documentation available to DOE on DOE's request (for example, during a post -award audit). 15. DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS Notwithstanding any other provisions of this Agreement, the Government shall not be responsible for or have any obligation to the Recipient for (i) Decontamination and/or Decommissioning (D&D) of any of the Recipient's facilities, or (ii) any costs which may be incurred by the Recipient in connection with the D&D of any of its facilities due to the performance of the work under this Agreement, whether said work was performed prior to or subsequent to the effective date of the Agreement. 16. SUBGRANTS AND LOANS The Recipient hereby warrants that it will ensure that all activities by sub-grantee(s) and loan recipients to accomplish the approved Project Description or Statement of Project Objectives are eligible activities under 42 U.S.C. 171534(1)-(13). State recipients hereby warrant that they will ensure that all activities by sub-grantee(s) and loan recipients pursuant to 42 U.S.C. 17155(c)(1)(A) to accomplish the approved Project Description or Statement of Project objects are eligible activities under 42 U.S.C. 171534(3)-(13). b. Upon the Recipient's selection of the sub-grantee(s) and loan recipients, the .Recipient shall notify (i.e. approval not required) the DOE Contracting Officer with the following information for each, regardless of dollar amount: - - Name of Sub -Grantee - DUNS Number - Award Amount - Statement of work including applicable activities State recipients shall notify the DOE Contracting Officer with the above information within 180 days of the award date in Block 27 of the Assistance Agreement Cover Page. 7 -169- Item 8. - Page 35 March 2010 c. In addition to the information in paragraph b. above, for each sub -grant and loan that has an estimated cost greater than $2,000,000, the recipient must submit for approval by the Contracting Officer, a SF424A Budget Information — Nonconstruction Programs, and PMC 123.1 Cost Reasonableness Determination for Financial Assistance (available at http://www.eere-pmc.enery.gov/forms.aspx). 17. JUSTIFICATION OF BUDGET COSTS a. In the original application, the recipient did not provide sufficient information to justify the -approval or release of funds for the proposed activities. In order to receive reimbursement for the costs associated with the activities listed in the approved Statement of Project Objectives (SOPO), a justification for all proposed costs must be submitted to the DOE Contracting Officer. b. The Recipient must provide justification for the following costs: Personnel Costs: The Recipient must submit cost justification for the following personnel costs: for approval by the Contracting Officer. Fringe Benefit Costs: The Recipient must submit a fringe benefit rate proposal/agreement for approval by the Contracting Officer. Travel Costs: The Recipient must submit cost justification for the following travel costs: for approval by the Contracting Officer. Equipment Costs: The Recipient must submit vendor quotes for equipment with an individual item cost of $50,000 or more, for approval by the Contracting Officer. Supplies Costs: The Recipient must submit cost justification for the following supplies costs: for approval by the Contracting Officer. Contractual Costs: 1. The recipient shall provide the following information for each individual or company that will receive EECBG funding, regardless of dollar amount: - Name - DUNS Number - Award Amount - Statement of work including applicable activities - NEPA documentation, as applicable Item 8. - Page 36 -170- March 2010 2. In addition to the information in paragraph 1. above, for each individual or company that has an estimated cost greater than $2,000,000, the Recipient must submit a separate SF424A Budget Information — Nonconstruction Programs, and Budget Justification. The DOE Contracting Officer may require additional information concerning these individuals or companies prior to providing written approval. Other Direct Costs: The Recipient must submit cost justification for the following other direct costs: for approval by the Contracting Officer. Indirect Costs: The -Recipient must submit an indirect rate proposal/agreement for approval by the Contracting Officer. c. Upon written notification and/or approval by the Contracting Officer, the Recipient may then receive payment for the activities listed in the approved SOPO for allowable costs incurred in accordance with the payment provisions contained in the Special Terms and Conditions of this agreement. These written notifications and/or approvals -will be incorporated into the award by formal modification at a future date. 18. ADVANCE UNDERSTANDING CONCERNING PUBLICLY FINANCED ENERGY IMPROVEMENT PROGRAMS The parties recognize that the Recipient may use funds under this award for Property - Assessed Clean Energy (PACE) loans, Sustainable Energy Municipal Financing, Clean Energy Assessment Districts, Energy Loan Tax Assessment Programs (ELTAPS), or any other form or derivation of Special Taxing District whereby taxing entities collect payments through increased tax assessments for energy efficiency and renewable energy building improvements made by their constituents. The Department of Energy intends to publish "Best Practices" or other guidelines pertaining to the use of funds made available to the Recipient under this award pertaining to the programs identified herein. By accepting this award, the Recipient agrees to incorporate, to the maximum extent practicable, those Best Practices and other guidelines into any such program(s) within a reasonable time after notification by DOE that the Best Practices or guidelines have been made available. The Recipient also agrees, by its acceptance of this award, to require its sub -recipients to incorporate to the maximum extent practicable the best practices and other guideline into any such program used by the sub -recipient. 19. SPECIAL PROVISIONS RELATING TO WORK FUNDED UNDER AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (May 2009) Preamble The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most 0 -171- Item 8. - Page 37 March 2010 impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases. Recipients shall use grant funds - in a manner that maximizes job creation and economic benefit. The Recipient shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability, transparency, data collection and resources as specified in Act itself and as discussed below. Recipients should begin planning activities for their first tier subrecipients, including obtaining a DUNS number (or updating the existing DUNS record), and registering with the Central Contractor Registration (CCR). Be advised that Recovery Act funds can be used in conjunction with other funding as necessary to complete projects, but tracking and reporting must be separate to meet the reporting requirements of the Recovery Act and related guidance. For projects funded by sources other than the Recovery Act, Contractors must keep separate records for Recovery Act funds and to ensure those records comply with the requirements of the Act. The Government has not fully developed the implementing instructions of the Recovery Act, particularly concerning specific procedural requirements for the new reporting requirements. The Recipient will be provided these details as they become available. The Recipient must comply with all requirements of the Act. If the recipient believes there is any inconsistency between ARRA requirements and current award terms and conditions, the issues will be referred to the Contracting Officer for reconciliation. Definitions For purposes of this clause, Covered Funds means funds expended or obligated from appropriations under the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5. Covered Funds will have special accounting codes and will be identified as Recovery Act funds in the grant, cooperative agreement or TIA and/or modification using Recovery Act funds. Covered Funds must be reimbursed by September 30, 2015. Non -Federal employer means any employer with respect to covered funds -- the contractor, subcontractor, grantee, or recipient, as the case may be, if the contractor, subcontractor, grantee, or recipient is an employer; and any professional membership organization, certification of other professional body, any agent or licensee of the Federal government, or any person acting directly or indirectly in the interest of an employer receiving covered funds; or with respect to covered funds received by a State or local government, the State or local government receiving the funds and any contractor or subcontractor receiving the funds and any contractor or subcontractor of the State or local government; and does not mean any department, agency, or other entity of the federal government. Recipient means any entity that receives Recovery Act funds directly from the Federal 10 Item 8. - Page 38 -172- March 2010 government (including Recovery Act funds received through grant, loan, or contract) other than an individual and includes a State that receives Recovery Act Funds. Special Provisions A. Flow Down Requirement Recipients must include these special terms and conditions in any subaward. B. Segregation of Costs Recipients must segregate the obligations and expenditures related to funding under the Recovery Act. Financial and accounting systems should be revised as necessary to segregate, track and maintain these funds apart and separate from other revenue streams. No part of the funds from the Recovery Act shall be commingled with any other funds or used for a purpose other than that of making payments for costs allowable for Recovery Act projects. C. Prohibition on Use of Funds None of the funds provided under this agreement derived from the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, may be used by any State or local government, or any private entity, for any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool. D. Access to Records With respect to each financial assistance agreement awarded utilizing at least some of the. funds appropriated or otherwise made available by the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, any representative of an appropriate inspector general appointed under section 3 or 8G of the Inspector General Act of 1988 (5 U.S.C. App.) or of the Comptroller General is authorized -- (1) to examine any records of the contractor or grantee, any of its subcontractors or subgrantees, or any State or local agency administering such contract that pertain to, and involve transactions that relate to, the subcontract, subcontract, grant, or subgrant; and (2) to interview any officer or employee of the contractor, grantee, subgrantee, or agency regarding such transactions. E. Publication An application may contain technical data and other data, including trade secrets and/or privileged or confidential information, which the applicant does not want disclosed to the public or used by the Government for any purpose other than the application. To protect such data, the applicant should specifically identify each page including each line or paragraph thereof containing the data to be protected and mark the cover sheet of the application with the following Notice as well as referring to the Notice on each page to which 11 -173- Item 8. - Page 39 March 2010 the Notice applies: Notice of Restriction on Disclosure and Use of Data The data contained in pages ---- of this application have been submitted in confidence and contain trade secrets or proprietary information, and such data shall be used or disclosed only for evaluation purposes, provided that if this applicant receives an award as a result of or in connection with the submission of this application, DOE shall have the right to use or disclose the data here to the extent provided in the award. This restriction does not limit the Government's right to use or disclose data obtained without restriction from any source, including the applicant. Information -about this agreement will be published on the Internet and linked to the website www.recove y.gov, maintained by the Accountability and Transparency Board. The Board may exclude posting contractual or other information on the website on a case -by -case basis when necessary to protect national security or to protect information that is not subject to disclosure under sections 552 and 552a of title 5, United States Code. F. Protecting State and Local Government and Contractor Whistleblowers. The requirements of Section 1553 of the Act are summarized below. They include, but are not limited to: Prohibition on Reprisals: An employee of any non -Federal employer receiving covered funds under the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing, including a disclosure made in the ordinary course of an employee's duties, to the Accountability and Transparency Board, an inspector general, the Comptroller General, a member of Congress, a State or Federal regulatory or law enforcement agency, a person with supervisory authority over the employee (or other person working for the employer who has the authority to investigate, discover or terminate misconduct), a court or grant jury, the head of a Federal agency, or their representatives information that the employee believes is evidence of- - gross management of an agency contract or grant relating to covered funds; - a gross waste of covered funds; - a substantial and specific danger to public health or safety related to the implementation or use of covered funds; - an abuse of authority related to the implementation or use of covered funds; or - as violation of law, rule, or regulation related to an agency contract (including the competition for or negotiation of a contract) or grant, awarded or issued relating to covered funds. Agency Action: Not later than 30 days after receiving an inspector general report of an alleged reprisal, the head of the agency shall determine whether there is sufficient basis to conclude that the non -Federal employer has subjected the employee to a prohibited reprisal. The agency shall either issue an order denying relief in whole or in part or shall take one or more of the following actions: 12 Item 8. - Page 40 -174- March 2010 - Order the employer to take affirmative action to abate the reprisal. - Order the employer to reinstate the person to the position that the person held before the reprisal, together with compensation including back pay, compensatory damages, employment benefits, and other terms and conditions of employment that would apply to the person in that position if the reprisal had not been taken. - Order the employer to pay the employee an amount equal to the aggregate amount of all costs and expenses (including attorneys' fees and expert witnesses' fees) that were reasonably incurred by the employee for or in connection with, bringing the complaint regarding the reprisal, as determined by the head of a court of competent jurisdiction. Nonenforceability of Certain Provisions Waiving Rights and remedies or Requiring Arbitration: Except as provided in a collective bargaining agreement, the rights and remedies provided to aggrieved employees by this section may not be waived by any agreement, policy, form, or condition of employment, including any predispute arbitration agreement. No predispute arbitration agreement shall be valid or enforceable if it requires arbitration of a dispute arising out of this section. Requirement to Post Notice of Rights and Remedies: Any employer receiving covered funds under the American Recovery and Reinvestment Act of 2009, Pub..L. 111-5, shall post notice of the rights and remedies as required therein. (Refer to section 1553 of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, www.Recovery.gov, for specific requirements of this section and prescribed language for the notices.). G. Reserved H. False Claims Act Recipient and sub -recipients shall promptly refer to the DOE or other appropriate Inspector General any credible evidence that a principal, employee, agent, contractor, sub -grantee, subcontractor or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity or similar misconduct involving those funds. I. Information in Support of Recovery Act Reporting Recipient may be required to submit backup documentation for expenditures of funds under the Recovery Act including such items as timecards and invoices. Recipient shall provide copies of backup documentation at the request of the Contracting Officer or designee. J. Availability of Funds Funds obligated to this award are available for reimbursement of costs until 36 months after the award date. K. Additional Funding Distribution and Assurance of Appropriate Use of Funds Certification by Governor — For funds provided to any State or agency thereof by the 13 -175- Item B. - Page 41 March 2010 American Reinvestment and Recovery Act of 2009, Pub. L. 111-5, the Governor of the State shall certify that: 1) the state will request and use funds provided by the Act; and 2) the funds will be used to create jobs and promote economic growth. Acceptance by State Legislature -- If funds provided to any State in any division of the Act are not accepted for use by the Governor, then acceptance by the State legislature, by means of the adoption of a concurrent resolution, shall be sufficient to provide funding to such State. Distribution -- After adoption of a State legislature's concurrent resolution, funding to the State will be for distribution to local governments, councils of government, public entities, and public -private entities within the State either by formula or at the State's discretion. L. Certifications With respect to funds made available to State or local governments for infrastructure investments under the American Recovery and Reinvestment Act of 2009, Pub. L: 111-5, the Governor, mayor, or other chief executive, as appropriate, certified by acceptance -of this award that the infrastructure investment has received the full review and vetting required by law and that the chief executive accepts responsibility that the infrastructure investment is an appropriate use of taxpayer dollars. Recipient shall provide an additional certification that includes a description of the investment, the estimated total cost, and the amount of covered funds to be used for posting on the Internet. A State or local agency may not receive infrastructure investment funding from funds made available by the Act unless this certification is made and posted. 20. REPORTING AND REGISTRATION REQUIREMENTS UNDER SECTION 1512 OF THE RECOVERY ACT (a) This award requires the recipient to complete projects or activities which are funded under the American Recovery and Reinvestment Act of 2009 (Recovery Act) and to report on use of Recovery Act funds provided through this award. Information from these reports will be made available to the public. (b) The reports are due no later than ten calendar days after each calendar quarter in which the Recipient receives the assistance award funded in whole or in part by the Recovery Act. (c) Recipients and their first -tier subrecipients must maintain current registrations in the Central Contractor Registration (http://www.ccr.gov) at all times during which they have active federal awards funded with Recovery Act funds. A Dun and Bradstreet Data Universal Numbering System (DUNS) Number (http://www.dnb.com) is one of the requirements for registration in the Central Contractor Registration. 14 Item 8. - Page 42 -176- March 2010 (d) The recipient shall report the information described in section 1512(c) of the Recovery Act using the reporting instructions and data elements that will be provided online at http://www.FederalReporting.gov and ensure that any information that is pre -filled is corrected or updated as needed. 21. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS - SENSE OF CONGRESS It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this award should be American -made. *Special Note: Definitization of the Provisions entitled, "REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009" and "REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009" will be done upon. definition and review of final activities. 22. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS - SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 If the Recipient determines at any time that any construction, alteration, or repair activity on a public building or public works will be performed during the course of the project, the Recipient shall notify the Contracting Officer prior to commencing such work and the following provisions shall apply. (a) Definitions. As used in this award term and condition— - (1) Manufactured good means a good brought to the construction site for incorporation into the building or work that has been— (i) Processed into a specific form and shape; or (ii) Combined with other raw material to create a material that has different properties than the properties of the individual raw materials. (2) Public building and public work means a public building of, and a public work of, a governmental entity (the United States; the District of Columbia; commonwealths, territories, and minor outlying islands of the United States; State and local governments; and multi - State, regional, or interstate entities which have governmental functions). These buildings and works may include, without limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, power lines, pumping stations, heavy generators, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, 15 -177- Item B. - Page 43 March 2010 breakwaters, levees, and canals, and the construction, alteration, maintenance, or repair of such buildings and works. (3) Steel means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. (b) Domestic preference. (1) This award term and condition implements Section 1605 of the American Recovery and Reinvestment Act of 2009 (Recovery Act) (Pub. L. 111-5), by requiring that all iron, steel, and manufactured goods used in the project are produced in the United States except as provided in paragraph (b)(3) of this section and condition. (2) This requirement does not apply to the material listed by the Federal Government as follows: To Be Determined (3) The award official may add other iron, steel, and/or manufactured goods to the list in paragraph (b)(2) of this section and condition if the Federal Government determines that— (i) The cost of the domestic iron, steel, and/or manufactured goods would be unreasonable. The cost of domestic iron, steel, or manufactured goods used in the project is unreasonable when the cumulative cost of such material will increase the cost of the overall project by more than 25 percent; (ii) The iron, steel, and/or manufactured good is not produced, or manufactured in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (iii) The application of the restriction of section 1605 of the Recovery Act would be inconsistent with the public interest. (c) Request for determination of inapplicability of Section 1605 of the Recovery Act. (1)(i) Any recipient request to use foreign iron, steel, and/or manufactured goods in accordance with paragraph (b)(3) of this section shall include adequate information for Federal Government evaluation of the request, including — (A) A description of the foreign and domestic iron, steel, and/or manufactured goods; (B) Unit of measure; (C) Quantity; (D) Cost; (E) Time of delivery or availability; (F) Location of the project; 16 Item 8. - Page 44 -178- March 2010 (G) Name and address of the proposed supplier; and (H) A detailed justification of the reason for use of foreign iron, steel, and/or manufactured goods cited in accordance with paragraph (b)(3) of this section. (ii) A request based on unreasonable cost shall include a reasonable survey of the market and a completed cost comparison table in the format in paragraph (d) of this section. (iii) The cost of iron, steel, and/or manufactured goods material shall include all delivery costs to the construction site and any applicable duty. (iv) Any recipient request for a determination submitted after Recovery Act funds have been obligated for a project for construction, alteration, maintenance, or repair shall explain why the recipient could not reasonably foresee the need for such determination and could not have requested the determination before the funds were obligated. If the recipient does not submit a satisfactory explanation, the award official need not make a determination. (2) If the Federal Government determines after funds have been obligated for a project for construction, alteration, maintenance, or repair that an exception to section 1605 of the Recovery Act applies, the award official will amend the award to allow use of the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is nonavailability or public interest, the amended award shall reflect adjustment of the award amount, redistribution of budgeted funds, and/or other actions taken to cover costs associated with acquiring or using the foreign iron, steel, and/or relevant manufactured goods. When the basis, for the exception is the unreasonable cost of the domestic iron, steel, or manufactured goods, the award official shall adjust the award amount or redistribute budgeted funds by at least the differential established in 2 CFR 176.110(a). (3) Unless the Federal Government determines that an exception to section 1605 of the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods is noncompliant with section 1605 of the American Recovery and Reinvestment Act. (d) Data. To permit evaluation of requests under paragraph (b) of this section based on unreasonable cost, the Recipient shall include the following information and any applicable supporting data based on the survey of suppliers: Foreign and Domestic Items Cost Comparison Description Unit of measure Quantity Cost (dollars)* Item 1: Foreign steel, iron, or manufactured good Domestic steel, iron, or 17 -179- Item 8. - Page 45 March 2010 manufactured good Item 2: Foreign steel, iron, or manufactured good Domestic steel, iron, or manufactured good List name, address, telephone number, email address, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary. Include other -applicable supporting information. *Include all delivery costs to the construction site. 23. REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS (COVERED UNDER INTERNATIONAL AGREEMENTS) — SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (a) Definitions. As used in this award term and condition — Designated country — (1) A World Trade Organization Government Procurement Agreement country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, and United Kingdom; (2) A Free Trade Agreement (FTA) country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Israel, Mexico, Morocco, Nicaragua, Oman, Peru, or Singapore); or (3) A United States -European Communities Exchange of Letters (May 15, 1995) country: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, and United Kingdom. Designated country iron, steel, and/or manufactured goods — (1) Is wholly the growth, product, or manufacture of a designated country; or (2) In the case of a manufactured good that consist in whole or in part of materials from another country, has been substantially transformed in a designated country into a new and different manufactured good distinct from the materials from which it was transformed. I: Item 8. - Page 46 -180- March 2010 Domestic iron, steel, and/or manufactured good (1) Is wholly the growth, product, or manufacture of the United States; or (2) In the case of a manufactured good that consists in whole or in part of materials from another country, has been substantially transformed in the United States into a new and different manufactured good distinct from the materials from which it was transformed. There is no -requirement with regard to the origin of components or subcomponents in manufactured goods or products, as long as the manufacture of the goods occurs in the United States. Foreign iron, steel, and/or manufactured good means iron, steel and/or manufactured good that is not domestic or designated country iron, steel, and/or manufactured good. Manufactured good means a good brought to the construction site for incorporation into the building or work that has been— (1) Processed into a specific form and shape; or (2) Combined with other raw material to create a material that has different properties than the properties of the individual raw materials. Public building and public work means a public building of, and a public work of, a governmental entity (the United States, the District of Columbia; commonwealths, territories, and minor outlying islands of the United States; State and local governments; and multi - State, regional, or interstate entities which have governmental functions). These buildings and works may include, without limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, power lines, pumping stations, heavy generators, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals, and the construction, alteration, maintenance, or repair of such buildings and works. Steel means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. (b) Iron, steel, and manufactured goods. (1) The award term and condition described in this section implements— (i) Section 1605(a) of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act), by requiring that all iron, steel, and manufactured goods used in the project are produced in the United States; and (ii) Section 1605(d), which requires application of the Buy American requirement in a manner consistent with U.S. obligations under international agreements. The restrictions of section 1605 of the Recovery Act do not apply to designated country iron, steel, and/or manufactured goods. The Buy American requirement in section 1605 shall not be applied where the iron, steel or manufactured goods used in the project are from a Party to an 19 -181- Item 8. - Page 47 March 2010 international agreement that obligates the recipient to treat the goods and services of that Party the same as domestic goods and services. This obligation shall only apply to projects with an estimated value of $7,443,000 or more. (2) The recipient shall use only domestic or designated country iron, steel, and manufactured goods in performing the work funded in whole or part with this award, except as provided in paragraphs (b)(3) and (b)(4) of this section. (3) The requirement in paragraph (b)(2) of this section does not apply to the iron, steel, and manufactured goods listed by the Federal Government as follows: To Be Determined (4) The award official may add other iron, steel, and manufactured goods to the list in paragraph (b)(3) of this section if the Federal Government determines that— (i) The cost of domestic iron, steel, and/or manufactured -goods would be unreasonable. The cost of domestic iron, steel, and/or manufactured goods used in the project is unreasonable when the cumulative cost of such material will increase -the overall cost of the project by more than 25 percent; - (ii) The iron, steel, and/or manufactured good is not produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality; or (iii) The application of the restriction of section 1605 of the Recovery Act would be inconsistent with the public interest. (c) Request for determination of inapplicability of section 1605 of the Recovery Act or the Buy American Act. (1)(1) Any recipient request to use foreign iron, steel, and/or manufactured goods in accordance with paragraph (b)(4) of this section shall include adequate information for Federal Government evaluation of the request, including — (A) A description of the foreign and domestic iron, steel, and/or manufactured goods; (B) Unit of measure; (C) Quantity; (D) Cost; (E) Time of delivery or availability; (F) Location of the project; (G) Name and address of the proposed supplier; and 20 Item 8. - Page 48 -182- March 2010 (H) A detailed justification of the reason for use of foreign iron, steel, and/or manufactured goods cited in accordance with paragraph (b)(4) of this section. (ii) A request based on unreasonable cost shall include a reasonable survey of the market and a completed cost comparison table in the format in paragraph (d) of this section. (iii) The cost of iron, steel, or manufactured goods shall include all delivery costs to the construction site and any applicable duty. (iv) Any recipient request for a determination submitted after Recovery Act funds have been obligated for a project for construction, alteration, maintenance, or repair shall explain why the recipient could not reasonably foresee the need for such determination and could not have requested the determination before the funds were obligated. If the -recipient does not submit a satisfactory explanation, the award official need not make a determination. (2) If the Federal Government determines after funds have been obligated for a project for construction, alteration, maintenance, or repair that an exception to section 1605 of the Recovery Act applies, the award official will amend the award to allow use of the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is nonavailability or public interest, the amended award shall reflect adjustment of the award amount, redistribution of budgeted funds, and/or other appropriate actions taken to cover costs associated with acquiring or using the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is the unreasonable cost of the domestic iron, steel, or manufactured goods, the award official shall adjust the award amount or redistribute budgeted funds, as appropriate, by at least the differential established in 2 CFR 176.110(a). (3) Unless the Federal Government determines that an exception to section 1605 of the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods other than designated country iron, steel, and/or manufactured goods is noncompliant with the applicable Act. (d) Data. To permit evaluation of requests under paragraph (b) of this section based on unreasonable cost, the applicant shall include the following information and any applicable supporting data based on the survey of suppliers: Foreign and Domestic Items Cost Comparison Unit of Cost Description measure Quantity (dollars)* Item 1: Foreign steel, iron, or manufactured good Domestic steel, iron, or manufactured good 21 -183- Item B. - Page 49 March 2010 Item 2: Foreign steel, iron, or manufactured good Domestic steel, iron, or manufactured good List name, address, telephone number, email address, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary. Include other applicable supporting information. *Include all delivery costs to the construction site. 24. WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY ACT (a) Section 1606 of the Recovery Act requires that all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to the Recovery Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. Pursuant to Reorganization Plan No. 14 and the Copeland Act, 40 U.S.C. 3145, the Department of Labor has issued regulations at 29 CFR parts 1, 3, and 5 to implement the Davis -Bacon and related Acts. Regulations in 29 CFR 5.5 instruct agencies concerning application of the standard Davis -Bacon contract clauses set forth in that section. Federal agencies providing grants, cooperative agreements, and loans under the Recovery Act shall ensure that the standard Davis -Bacon contract clauses found in 29 CFR 5.5(a) are incorporated in any resultant covered contracts that are in excess of $2,000 for construction, alteration or repair (including painting and decorating). (b) For additional guidance on the wage rate requirements of section 1606, contact your awarding agency. Recipients of grants, cooperative agreements and loans should direct their initial inquiries concerning the application of Davis -Bacon requirements to a particular federally assisted project to the Federal agency funding the project. The Secretary of Labor retains final coverage authority under Reorganization Plan Number 14. 25. RECOVERY ACT TRANSACTIONS LISTED IN SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND RECIPIENT RESPONSIBILITIES FOR INFORMING SUBRECIPIENTS (a) To maximize the transparency and accountability of funds authorized under the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act) as required by Congress and in accordance with 2 CFR 215.21 "Uniform Administrative Requirements for 22 Item 8. - Page 50 -184- March 2010 Grants and Agreements" and OMB Circular A-102 Common Rules provisions, recipients agree to maintain records that identify adequately the source and application of Recovery Act funds. OMB Circular A-102 is available at http://www.whilehouse.govlomblcircularsla]021a]02.html. (b) For recipients covered by the Single Audit Act Amendments of 1996 and OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations," recipients agree to separately identify the expenditures for Federal awards under the Recovery Act on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF — SAC) required by OMB Circular A-133.OMB Circular A-133 is available at http://www.whitehouse.gov/omb/circulars/a]331a]33.html. This shall be accomplished by identifying expenditures for Federal awards "made_ under the Recovery Act separately on the SEFA, and as separate rows under Item 9 of Part III on the SF —SAC by CFDA number, and inclusion of the prefix "ARRA-" in identifying the name of the Federal program on the SEFA and as the first characters in Item 9d of Part III on the SF —SAC. (c) Recipients'agree to separately identify to each_subrecipient, and document at the time of subaward and at the time of disbursement of funds, the Federal award number, CFDA number, and amount of Recovery Act funds. When a recipient awards Recovery Act funds for an existing program, the information furnished to subrecipients shall distinguish the subawards of incremental Recovery Act funds from regular subawards under the existing program. (d) Recipients agree to require their subrecipients to include on their SEFA information to specifically identify Recovery Act funding similar to the requirements for the recipient SEFA described above. This information is needed to allow the recipient to properly monitor subrecipient expenditure of ARRA funds as well as oversight by the Federal awarding agencies, Offices of Inspector General and the Government Accountability Office. 26. DAVIS-BACON ACT AND CONTRACT WORKHOURS AND SAFETY STANDARD ACT Definitions: For purposes of this provision, "Davis Bacon Act and Contract Work Hours and Safety Standards Act," the following definitions are applicable: . (1) "Award" means any grant, cooperative agreement or technology investment agreement made with Recovery Act funds by the Department of Energy (DOE) to a Recipient. Such Award must require compliance with the labor standards clauses and wage rate requirements of the Davis -Bacon Act (DBA) for work performed by all laborers and mechanics employed by Recipients (other than a unit of State or local government whose own employees perform the construction) Subrecipients, Contractors, and subcontractors. (2) "Contractor" means an entity that enters into a Contract. For purposes of these clauses, Contractor shall include (as applicable) prime contractors, Recipients, Subrecipients, and Recipients' or Subrecipients' contractors, subcontractors, and lower- 23 -185- Item 8. - Page 51 March 2010 tier subcontractors. "Contractor" does not mean a unit of State or local government where construction is performed by its own employees." (3) "Contract" means a contract executed by a Recipient, Subrecipient, prime contractor, or any tier subcontractor for construction, alteration, or repair. It may also mean (as applicable) (1) financial assistance instruments such as grants, cooperative agreements, technology investment agreements, and loans; and, (ii) Sub awards, contracts and subcontracts issued under financial assistance agreements. "Contract" does not mean a financial assistance instrument with a unit of State or local government where construction is performed by its own employees. _ (4) "Contracting Officer" means the DOE official authorized to execute an Award on behalf of DOE and who is responsible for the business management -and non -program aspects of the financial assistance process. (5) "Recipient" means any entity other than an individual that receives an Award of Federal funds in the form of a grant, cooperative agreement, or technology investment agreement directly from the Federal Government and is financially accountable for the use of any DOE funds or property, and is legally responsible for carrying out the terms -- and conditions of the program and Award. (6) "Subaward" means an award of financial assistance in the form of money, or property in lieu of money, made under an award by a Recipient to an eligible Subrecipient or by a Subrecipient to a lower -tier subrecipient. The term includes financial assistance when provided by any legal agreement, even if the agreement is called a contract, but does not include the Recipient's procurement of goods and services to carry out the program nor does it include any form of assistance which is excluded from the definition of "Award" above. (7) "Subrecipient" means a non -Federal entity that expends Federal funds received from a Recipient to carry out a Federal program, but does not include an individual that is a beneficiary of such a program. (a) Davis Bacon Act (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and, without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a 24 Item 8. - Page 52 -186- March 2010 part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for -the time actually worked therein, provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The Contracting Officer shall require that any class of laborers or - mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the Contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the Contracting Officer to the Administrator of the Wage and Hour Division, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every 25 -187- Item 8. - Page 53 March 2010 additional classification action within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within -the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits. where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this Contract from the first day on which work is performed in the classification. (ill) Whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The Department of Energy or the Recipient or Subrecipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this Contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the Contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction 26 Item 8. - Page 54 -188- March 2010 or development of the project), all or part of the wages required by the Contract, the Department of Energy, Recipient, or Subrecipient, may, after written notice to the Contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section I(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary_ of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I (b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii) (A) The Contractor shall submit weekly for each week in which any Contract work is performed a copy of all payrolls to the Department of Energy if the agency is a party to the Contract, but if the agency is not such a party, the Contractor will submit the payrolls to the Recipient or Subrecipient (as applicable), applicant, sponsor, or owner, as the case may be, for transmission to the Department of Energy. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead, the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh3471nstr.htm or its successor site. The prime Contractor is responsible for the submission of copies of payrolls 27 -189- Item 8. - Page 55 March 2010 by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Department of Energy if the agency is a party to the Contract, but if the agency is not such a party, the Contractor will submit them to the Recipient or Subrecipient (as applicable), applicant, sponsor, or owner, as the case may be, for transmission to the Department of Energy, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the Recipient or Subrecipient (as -- applicable), applicant, sponsor, or owner). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(1) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the Contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the Contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 3729 of title 31 of the United States Code. Item B. - Page 56 -190- March 2010 (iii) The Contractor or subcontractor shall make the records required under paragraph (a)(3)(1) of this section available for inspection, copying, or transcription by authorized representatives of the Department of Energy or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees— (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. if the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the 29 -191- Item 8. - Page 57 March 2010 event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of _ Labor, Employment and Training Administration. The ratio of trainees to = journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every -trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The Contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this Contract. (6) Contracts and Subcontracts. The Recipient, Subrecipient, the Recipient's, and Subrecipient's contractors and subcontractor shall insert in any Contracts the clauses contained herein in(a)(1) through (10) and such other clauses as the Department of Energy may by appropriate instructions require, and also a clause requiring the 30 Item 8. - Page 58 -192- March 2010- subcontractors to include these clauses in any lower tier subcontracts. The Recipient shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of the paragraphs in this clause. (7) Contract termination: debarment. A breach of the Contract clauses in 29 CFR 5.5 may be grounds for termination of the Contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this Contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Recipient, Subrecipient, the Contractor (or any of its subcontractors), and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this Contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b) Contract Work Hours and Safety Standards Act. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. . (1) Overtime requirements. No Contractor or subcontractor contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section, the Contractor and any 31 -193- Item 8. - Page 59 March 2010 subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or -mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Department of Energy or the Recipient or Subrecipient shall upon its own action or upon written request of an authorized representative of the Department of Laborwithholdor cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the sameprimecontractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. — (4) Contracts and Subcontracts. The Recipient, Subrecipient, and Recipient's and Subrecipient's contractor or subcontractor shall insert in any Contracts, the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Recipient shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (5) The Contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the Contract for all laborers and mechanics, including guards and watchmen, working on the Contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. The records to be maintained under this paragraph shall be made available by the Contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Energy and the Department of Labor, and the Contractor or subcontractor will permit such representatives to interview employees during working hours on the job. (c) Recipient Responsibilities for Davis Bacon Act (1) On behalf of the Department of Energy (DOE), Recipient shall perform the following functions: 32 Item 8. - Page 60 -194- March 2010 (i) Obtain, maintain, and monitor all Davis Bacon Act (DBA) certified payroll J records submitted by the Subrecipients and Contractors at any tier under this Award; (ii) Review all DBA certified payroll records for compliance with DBA requirements, including applicable DOL wage determinations; (iii) Notify DOE of any non-compliance with DBA requirements by Subrecipients or Contractors at any tier, including any non -compliances identified as the result of reviews performed pursuant to paragraph (ii) above; (iv) Address any Subrecipient and any Contractor DBA non-compliance issues; if DBA non-compliance issues cannot be resolved in a timely manner, forward complaints, summary of investigations and all relevant information to DOE; (v) Provide DOE with detailed information regarding the resolution of any DBA non-compliance issues; (vi) Perform services in support of DOE investigations of complaints filed regarding noncompliance by Subrecipients and Contractors with DBA requirements; (vii) Perform audit services as necessary to ensure compliance by Subrecipients and Contractors with DBA requirements and as requested by the Contracting •' Officer; and (viii) Provide copies of all records upon request by DOE or DOL in a timely manner. (d) Rates of Wages The prevailing wage rates determined by the Secretary of Labor can be found at http://www.wdol.gov/. 33 -195- Item 8. - Page 61 ATTACHMENT #2 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. N$ LTRIINSRq ADD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MMIDDIYYYYI POLICY EXPIRATION DATEIMMIDOIYYYY) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY GL0596589102 04/01/2010 04/01/2011 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED ccurrence PREMISES Ea occurrence) $ 1,000,000 CLAIMS MADE [9:1 OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 1,000,000 GENERAL AGGREGATE LIMIT APPLIES PER POLICY PRO JECT LOC PRODUCTS - COMP/OP AG $ 1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO BAP 5965893 02 04/01/2010 04/01/2011 COMBINED SINGLE LIMIT (Ea accadent) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) BODILY INJURY $ HIREDAUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO J ED A O FOW OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE - 'r k `�' . ' !'G L. ATH, City UIYIt✓y AGGREGATE $ DEDUCTIBLE t $ $ RETENTION $ WORKERS COMPENSATION AND W/C STATIU OTH- FIR EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N E.L. EACH ACCIDENT $ L. DISEASE - EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE -POLICY LIMIT (Mandatory in NH) If yes, descnbe under SPECIAL PROVISIONS belay C OTHER EON G21654693 04/01/2010 10/08/2011 $1,000,000 ARCHITECTS & ENG. CLAIMS MADE"" PER CLAIM/AGGREGATE PROFESSIONAL LIAB. DEFENSE INCLUDED DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS THE CITY, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES NAMED AS ADDITIONAL INSURED FOR GL & AL COVERAGES, BUT ONLY AS RESPECTS WORK PERFORMED BY OR ON BEHALF OF THE NAMED INSURED. SUCH INSURANCE AFFORDED SHALL BE PRIMARY INSURANCE AND ANY INSURANCE CARRIED BY CERTIFICATE HOLDER & ADDITIONAL INSURED SHALL BE EXCESS AND NOT CONTRIBUTORY INSURANCE FOR GENERAL LIABILITY COVERAGES. CERTIFICATE HOLDER LOS-001016703-01 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Huntington Beach EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Attn: Aaron Klemm, Energy Project Manager 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 2000 Main St. Huntington Beach, CA 92648 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. JAUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Denihan David ACORD 25 (2009101) ©1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD klemma 8:17:1 SCEApp Murdy Park 6.17.10.xls IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. klemma 8:17:6 SCEApp Murdy Park 6.17.10.xls ADDITIONAL INFORMATION LOS-001016703-01 7�DATEIMWDD/YY) 2010 PRODUCER Marsh Risk & Insurance Services CA License #0437153 777 South Figueroa Street Los Angeles, CA 90017 Attn: Lori Bryson (213)-346-5464 06510-AECOM-CAS-10/11 AECTE AFAAK 0610 CA INSURERS AFFORDING COVERAGE NAIC # INSURED AECOM Technical Services 440 Stevens Ave., Suite 250 INSURER F: INSURER G: Solana Beach, CA 93301 INSURER H: INSURER I: TEXT POLICY NUMBER: GLO 5965891 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations(s) City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648 THE CITY, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES Information required to complete this Schedule, if not shown above, will be shown in the Declarations COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 Section II - Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", 'property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CIS 20 26 07 04 CERTIFICATE HOLDER City of Huntington Beach Attn: Aaron Klemm, Energy Project Manager 2000 Main St. Huntington Beach, CA 92648 AUORIZED REPRESENTATIVE of MTHarsh Risk & Insurance Services David Denihan eme r yp 10:38:5 outbind://13-000000000817DO336AF8D411AE6700AOC9F486B407004FC3ED ADDITIONAL INFORMATION LOS-001016703-01 DATE (MM/DD/YY) 06/21 /2010 PRODUCER Marsh Risk & Insurance Services CA License #0437153 777 South Figueroa Street Los Angeles, CA 90017 Attn: Lori Bryson (213)-346-5464 06510-AECOM-CAS-10/11 AECTE AFAAK 0610 CA INSURERS AFFORDING COVERAGE NAIC # INSURED AECOM Technical Services 440 Stevens Ave., Suite 250 INSURER F: INSURER G: Solana Beach, CA 93301 INSURER H: INSURER I: TEXT POLICY NUMBER: BAP 5965893 02 ADDITIONAL INSURED -DESIGNATED PERSONS OR ORGANIZATIONS Named Insured: AECOM Technical Services Policy Symbol Policy Number Policy Period Effective Date of Endorsement BAP BAP 5965893 02 4/1/2010 - 4/1/2011 4/1/2010 Issued By (Name of Insurance Company) Zurich American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO POLICY TRUCKERS POLICY GARAGE POLICY Additional Insured (s): City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648 THE CITY, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES ANY AUTO A. For a covered "auto," Who Is Insured is changed to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your employees or agents. 3. Any person operating a covered "auto" with permission from You, any of your employees or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. CA 20 48 02 99 CERTIFICATE HOLDER City of Huntington Beach Attn: Aaron Klemm, Energy Project Manager 2000 Main St. Huntington Beach, CA 92648 WTHORIZED REPRESEHTATNE of Marsh Risk & Insurance Services David Denihan - - --- - Page 4 eme r yp 10:37:57 Post -Analysis Summary Report.pdf ACORO' DATE (MNUDDIYYYY) 16.11 CERTIFICATE OF LIABILITY INSURANCE 4/1/2011 6/21/2010 PRODUCER Lockton Insurance Brokers, LLC THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 19800 MacArthur Blvd., Suite 550 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License #01`15767 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Irvine 92612 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 949-252-4400 INSURED AECOM Technology Corporation 1075642 AECOM Technical Services, Inc 440 Stevens Avenue, Suite 250 Solana Beach CA 92075 COVERAGES AECTE01 OE INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Co ofAtnerica 25674 INSURER B : —INSURER C . INSURER D: INSURER E: THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN 1 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDT POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ XXXXXXX COMMERCIAL GENERAL LIABILITY CLAIMS MADE ❑ OCCUR NOT APPLICABLE DAMAGE PREM SESOEa oc. ence $ XXXXXXX MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ XXXXXXX PRO - POLICY F1 JECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX ALL OWNED AUTOS SCHEDULED AUTOS NOT APPLICABLE HIREDAUTOS NON -OWNED AUTOS APP VED S TO FOP BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX J M GRAT 1 ttO Cy GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC $ XXXXXXX AUTO ONLY: AGG $ XXXXXXX EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX OCCUR ❑ CLAIMS MADE AGGREGATE $ XXXXXXX ❑ UMBRELLA NOT APPLICABLE $ XXXXXXX $ XXXXXXX DEDUCTIBLE FORM $ XXXXXXX RETENTION $ A A A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE FNI OFFICER/MEMBER EXCLUDED' (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below TRJUB-4245B23-1-10 (AZ,MA,OR,WI) TC2JUB 4245 B22 A 10 t All Other States 4/1/2010 4/l/2010 4/1/2010 4/1/2010 4/1/2011 4/1/2011 4/1/2011 4/1/2011 X I TORYTAT LMITS OER E.L EACH ACCIDENT $ 1,000,000 E L DISEASE - EA EMPLOYEE $ 1,000,000 E L DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS " „10915089 `v SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Clty of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN 2000 Main St. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Huntington Beach CA 92648 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR ACORD 25 (2009/011 A 1988- 09 XCOR6 CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD For questions rmardina this certificate, contact the number listed in the 'Producer' section above and saecifv the client code'AECTE01'. ATTACHMENT #3 NOT SPECIFIED /OTHER ASSISTANCE AGREEMENT Award No. 2. Modification No. 3. Effective Date 4. CFDA No. DE-SC0003191 11/25/2009 81.128 5. Awarded To 6. Sponsoring Office 7. Period of Performance HUNTINGTON BEACH, CITY OF EERE (FORS) 11/25/2009 Attn: Aaron Klemm - U.S. Department of Energy through 2000 MAIN ST. Office of Energy Efficiency & Renew 11/24/2012 P.O. BOX 190 Forrestal Building HUNTINGTON BEACH CA 926482708 1000 Independence Avenue, SW Washington DC 20585 8. Type of Agreement 9. Authority 10. Purchase Request or Funding Document No. OX Grant Energy Independence and 10SCO01295 Cooperative Agreement Security Act (EISA) of 2007 Other 11. Remittance Address 12. Total Amount 13. Funds Obligated HUNTINGTON BEACH, CITY OF Govt. Share: $1,767,800.00 This action: $1,767,800.00 2000 MAIN ST. — Cost Share $0.00 Total $1,767,800.00 P.O. BOX 190 Total $1,767,800.00 HUNTINGTON BEACH CA 926482708 14. Principal Investigator 15. Program Manager 16. Administrator iron Klemm, 714-536-5537 Martha J. Kass Oak Ridge Phone: 865-576-0717 U.S. Department of Energy P.O. Box `2001 Oak Ridge TN 37831 17. Submit Payment Requests To 18. Paying Office 19. Submit Reports To OR for Oak Ridge/OSTI See Reporting U.S. Department of Energy _ Requirements Checklist Oak Ridge Office Oak Ridge Financial Service Center P.O. Box 6017 Oak Ridge TN 37831 20. Accounting and Appropriation Data Block Grant 21. Research Title and/or Description of Project CITY OF HUNTINGTON BEACH, CA EECBG For the Recipient For the United States of America 22. Signatu o uthorized to Sign 25. Signature of Grants/Agreements Officer 23. Namfi4ndytle �u�n1y,r 24. Date Signed 26. Name of Officer 27. Date Signed ��rit G►d�y 1 t aol Oq 1 JUDITH S. WILSON 11/25/2009 NOT SPECIFIED /OTHER -203- Item 8. - Page 69 NOT SPECIFIED /OTHER REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF CONTINUATION SHEET DE-SC0003191 2 2 NAME OF OFFEROR OR CONTRACTOR HUNTINGTON BEACH, CITY OF ITEM NO. (A) SUPPLIESISERVICES (B) QUANTITY (C) UNIT (D) UNIT PRICE (E) AMOUNT (F) DUNS Number: 078143948 TAS::89 0331::TAS Recovery EECBG for Huntington Beach, CA Administrative Specialist: Belynda Thompson Telephone: 865-576-2362 Email: thompsonbj@oro.doe.gov NOTE: Please ensure that all costs under Energy and Sustainability Program Reporting, Outreach, and Mapping are in accordance with the attached OMB Circular A-87. ASAP: Yes Extent Competed: NOT AVAIL FOR COMP Davis -Bacon Act: YES Delivery Location Code: 00522 Oak Ridge Office U.S. Department of Energy Oak Ridge Office 230 Warehouse Road Oak Ridge TN 37830 Payment: OR for Oak Ridge/OSTI U.S. Department of Energy Oak Ridge Financial Service Center P.O. Box 6017 Oak Ridge TN 37831 Fund: 05796 Appr Year: 2009 Allottee: 30 Report Entity: 471999 Object Class: 41000 Program: 1005115 Project: 2004350 WFO: 0000000 Local Use: 0000000 TAS Agency: 89 TAS Account: 0331 July 2004 NOT SPECIFIED /OTHER Item 8. - Page 70 -204- ATTACHMENT #4 9Professional Service Approval Form Date: 6/15/2010 Project Manager Name: Aaron Klemm Requested by Name if different from Project Manager: Department: City Administration PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY ADMINISTRATOR, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Professional services agreement is a necessary step in executing federally funded energy efficiency retrofit construction contract. 2) Estimated cost of the services being sought: $ 125,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No 4) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ® Yes❑ No 5) Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted: 80787002.82200 6) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ® MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. Department Head Signature APPROVED R� DENIED ❑ City Ad i strator's Signature AL,"/ Director of Finance's Initials Date �/71 ► A 0 61zllm Date Date k, Deputy City Administrator's Initials Date ��iYiNcraoCITY OF HUNTINGTON BEACH 9 0�Professional Service Approval Form Date: 6/15/2010 Project Manager: Aaron Klemm Requested by Name if different from Project Manager: Department: City Administration PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & H MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: AECOM 2) Contract Number: ADM 010 041 00 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 125,000 4) Is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ® Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Director of Finance (or desi nee) Signature Date ATTACHMENT #5 Vendor List: AECOM Technology Corporation 555 South Flower Street, Suite 3700 Los Angeles, California 90071-2300 - (213) 593-8000 AECOM - Energy Attention: Edward Duffy 440 Stevens Avenue Suite 250 Solana Beach, CA 92075 D-(858)947-7154 C-(760)484-2418 F-(858)947-7145 Chevron Energy Solutions Attention: Suzanne Gentilini Business Development Manager = 2929 E. Imperial Highway, Suite 200 —Brea, CA 92821 714-785-3025/Mobile 714-577-1375/Office 714-577-1330/Fax sgentilini@chevron.com Honeywell Building Solutions Attention: Steve Almond 22 Centerpointe Drive # 100 La Palma, Ca 90623 (714) 562-3048 -209- Item 8. - Page 75 City of Huntington Beach 2000 Main Street • Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK July 8, 2010 AECOM Technical Services, Inc. ATTN: Brian Pottenger 440 Stevens Avenue, Ste. 250 Solana Beach, CA 92075 Dear Mr. Pottenger: Enclosed for your records is a fully executed copy of the Professional Services Contract between the City of Huntington Beach, and AECOM Technical Services, Inc. for an Investment Grade Assessment of Energy Efficiency Projects. Sincerely, J L. Flynn, CMC City Clerk JF:pe Enclosure G: followup:agrmtltr Sister Cities: Anjo, Japan • Waitakere, New Zealand (Telephone: 714-536-5227 )