RFQ - AIR CONDITIONING UNIT REPLACEMENT AT THE BORREGO SPRING (RCS) RADIO SITE

County of San Diego Date Issued: April 9, 2026
REQUEST FOR QUOTATION
(this RFQ is a request for information, not an order)
RFQ Number: 13111 CONTRACTING OFFICER:
Air Conditioning Unit Replacement at
the Borrego Springs Regional
RFQ TITLE: Sharon Heredia, Procurement Specialist
Communications System (RCS) Radio
Site
QUOTATIONS
April 28, 2026, by 5:00 PM Phone: (619) 772-8527
DUE:
QUESTIONS DUE: April 20, 2026, by 5:00 PM Email: sharon.heredia@sdcounty.ca.gov
AWARD: Will be based on:
SUBMITTING YOUR QUOTATION:
EACH ITEM EACH LOT
Submit your response, including completed forms via BuyNet.
TOTAL PRICE (ALL ITEMS)
DESCRIPTION
THE COUNTY OF SAN DIEGO IS SEEKING QUOTES FROM QUALIFIED FIRMS (OFFERORS) TO PROVIDE AIR
CONDITIONING UNIT REPLACEMENT AT THE BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM
(RCS) RADIO SITE IN ACCORDANCE WITH THE TERMS & CONDITIONS CONTAINED WITHIN. THE COUNTY
ANTICIPATES AWARDING A ONE-TIME CONTRACT.
SEE THE EXHIBIT A - STATEMENT OF WORK AND EXHIBIT C - PAYMENT SCHEDULE FOR A DETAILED
DESCRIPTION OF THE COUNTY'S REQUIREMENTS.
THIS REQUEST FOR QUOTATION INCLUDES AN RFQ SUBMISSION CHECKLIST TO BE COMPLETED BY
OFFERORS.
SUBMITTALS WILL BE EVALUATED BASED UPON PRICE.
MANDATORY JOB WALK REQUIRED. JOB WALK IS SCHEDULED FOR TUESDAY, APRIL 14, 2026, AT
10:30AM (PST). RSVP's ARE REQUIRED BY SUBMITTING A MESSAGE USING THE DISCUSSION
FUNCTIONALITY IN BUYNET BY 12:00PM (PST) ON MONDAY, APRIL 13, 2026. SEE SPECIAL INSTRUCTIONS
SECTION FOR ADDITIONAL RADIO SITE VISIT DETAILS.
ATTACHED SAMPLE CONTRACT WILL BE REQUIRED TO BE SIGNED UPON AWARD.
Page 1 of 19

COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
SPECIAL INSTRUCTIONS
The site visit will provide offerors with the opportunity to see the Sheriff's Borrego Springs Regional Communications System (RCS)
radio site. Offerors must attend the job walk to be eligible for award.
Pre-Registration is required by: Monday, April 13, 2026, at 12:00PM PST, by using the BuyNet Discussion functionality. Vendors who
wish to attend the site visit at the Borrego Springs Regional Communications System (RCS) site must include company name, phone
number, email address, title, and the names of all attendees in the RSVP interest message.
The County will send a confirmation email with your scheduled site visit date and time, along with the address of the central meeting
point.
Vendors are responsible for their own transportation to the site. As access to the radio site is restricted, site visit attendees will be always
escorted while at site. Site access roads are typically private, unpaved, and narrow roads. High clearance/lifted trucks/vehicles (4x4) are
recommended.
SUBMISSION CHECKLIST
Submit a completed and signed Offeror's Cover Page (PC600) form
* https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf
Submit a completed and signed Representations and Certifications form (PC601)
* https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf
Submit a completed and signed Small-Local Business Self-Certification Form (PC610)
* All Offerors are encouraged to complete this form to support County data collection.
https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf
Submit a completed and signed Nondisclosure Indemnification Agreement (PC620) (if applicable).
* Required if submitting Confidential/Proprietary Information (see information in Terms and Conditions below)
https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf
Submit a completed Exhibit C - Payment Schedule.
* (Page 19)
Submit a copy of Contractor's Certificate of Insurance, reference Exhibit B - Insurance Requirements for details:
* Minimum insurance coverage listed on Exhibit B - Insurance Requirement
* Workers' Compensation coverage
* County of San Diego listed as Additional Insured
Page 2 of 19

COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
TERMS AND CONDITIONS OF REQUEST FOR QUOTATION
RESPONSES: Your response is due through electronic upload to BuyNet on the specified close date and time, local San
Diego time. If Offeror is unable to submit via BuyNet for any reason, Offeror may submit by email or mail to the listed
Contracting Officer, or by personal delivery to the Purchasing and Contracting front desk. Please use these methods only
if unable to submit through BuyNet. If mailed or delivered, the above RFQ No. should be included on the front of the
envelope.
It is the Offeror's responsibility to submit based on the most current RFQ, addenda thereto, responses to Questions, any
other information posted on BuyNet, and any diligence material made available by the County. Offerors are advised to
regularly check BuyNet for information. The County has no obligation to contact Offerors directly with any such RFQ-
related information.
* In order to see all information related to this RFQ, to submit Questions, and to receive notifications of updates,
Offerors must select "Participate in RFx" for this solicitation in BuyNet.
Forms required to be submitted with Offeror's Quotation are included in this RFQ or posted on the County's web site at
https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html. Posted forms may be updated from time
to time. Unless otherwise specified, Offerors may submit the version of a form in place as of the date of RFQ issuance or
any later version.
This is a request for information, and quotations furnished are not offers.
QUESTIONS: Please submit questions and requests for clarification related to definition or interpretation of this RFQ in
writing to the contracting officer before the Questions Due date/time listed in this RFQ. Those received after this date
may not be answered at the discretion of the County.
PRICING: The County may award a contract on the basis of initial quotations. Your price(s) should be the lowest
possible for the RFQ requirements. Omit Sales and Use Taxes unless otherwise specified.
The Estimated Quantities in the Pricing Schedule are provided solely for evaluation of quotations. They represent
approximate anticipated use based on historical consumption. If the County's actual requirements do not result in orders
in the quantities described as "estimated" in the Schedule, that fact shall not constitute the basis for price adjustment.
EVALUATION AND AWARD. Quotations are subject to acceptance at any time within 90 days after submission due
date/time, unless otherwise stipulated by the County. This RFQ is an informal negotiated procurement process. Lowest
price may not always be the sole criteria for award of an RFQ. The County reserves the right to waive a variation in
specification if, in the opinion of the County, such variation does not materially change the item or its performance within
parameters acceptable to the County. The County reserves the right to reject any or all quotations and to accept or reject
any item(s) thereon or waive any informality in the quotation. The County reserves the right to perform a pre-award
survey of the offeror to determine capability to perform, including but not limited to facilities, financial responsibility,
materials/supplies, and past performance. The determination of the County as to an Offeror's prospective ability to
perform the contract shall be conclusive.
SAMPLES: Samples, at Offeror's expense, may be required for evaluation by the County. Delivery of sample must be
scheduled with contracting officer and provided within required timeline. The County shall have the right to review
sample and to determine if such sample is acceptable. The County's decision to award is contingent upon its acceptance
of the products provided in the sample. During the term of the award, the County must approve any substitutions from the
initial sample in writing in advance of substitution. In no event shall the supplier be permitted to increase prices on the
basis of substituted item(s).
Sample, if not destroyed by tests, will, upon request, be returned at Offeror's expense. Offeror must advise contracting
officer at time of sending sample that they must be returned, provide return address and Federal Express account number.
Page 3 of 19

COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
BRAND NAME OR EQUAL: If items called for in this Request for Quotation have been identified in the schedule by a
"brand name or equal" description, such identification is intended to be descriptive, but not restrictive, and is to indicate
the quality and characteristics of products (including products of brand name manufacturer s other than the one described
by the brand name) to be considered for award if such products are determined by the County to meet fully the salient
characteristic requirements listed in the request.
Unless the offeror clearly indicates in the quotation that an "or equal" product is being offered, quotation shall be
considered as offering the brand name product specified.
If the offeror proposes to furnish an "equal" product, the brand name, if any, of the product to be furnished shall be
inserted in the space provided in the request for quotation, or such product shall be clearly identified in the quotation. The
evaluation of the quotation and the determination as to equality of the product offered shall be the responsibility of the
County and will be based upon the information furnished by the offeror or identified in the quotation as well as other
information reasonably available to the purchasing activity. Caution to offerors: the purchasing activity is not responsible
for locating or securing any information which is not identified in the quotation and reasonably available to the purchasing
activity. Accordingly, to insure that sufficient information is available, the offeror must furnish, as part of the quotation,
all descriptive material (such as cuts, illustrations, drawings, or other information) necessary for the purchasing activity to
(i) determine whether the product offered meets the salient characteristic requirements of the request for quotation, and
(ii) establish exactly what the offeror proposes to furnish and what the County is binding itself to purchase by making an
award. The information furnished may include specific references to information previously furnished or to information
otherwise available to the purchasing activity.
If the offeror proposes to modify a product so as to make it conform to the requirements of the Request for Quotation, he
shall (i) include in the quotation a clear description of such modifications and (ii) clearly mark any description to show the
proposed modifications.
DUTY TO INQUIRE: Should the Offeror find discrepancies in or omissions from the RFQ, plans, specifications or other
documents, or should the Offeror be in doubt as to their meaning, the Offeror must at once notify the Buyer, in writing. If
the point in question is not clearly and fully set forth, a written addendum will be issued and emailed to Offerors.
CONFIDENTIAL/PROPRIETARY INFORMATION: If confidential/proprietary is contained within the submission:
1) It must be submitted in a separate file or document marked as EXHIBIT-CONFIDENTIAL/PROPRIETARY
2) Responses to solicitation requirements that include the confidential/proprietary information, shall refer to the
response contained within the EXHIBIT-CONFIDENTIAL/PROPRIETARY (for example: If submittal
requirement #1 requires staff Social Security Numbers, the response to requirement #1 shall reflect "see response
#1 contained within Exhibit-Confidential/Proprietary"); and
3) It must include a signed Nondisclosure Indemnification Agreement (PC620).
NOTE: As a Public Agency, the County of San Diego must adhere to the California Public Records Act, therefore pricing
cannot be considered confidential/proprietary.
TERMS OF RESULTING CONTRACTS: Any contract(s) resulting from this RFQ will be based upon the Draft
Agreement included in this RFQ. The Statement of Work, Payment Schedule, and any other exhibits will be added based
upon the successful Offeror's response and successful contract finalization negotiations.
Payment terms are NET 30, unless terms more favorable to the County are included in Offerors quotation. Note: qualified
Small-Local Businesses may be eligible for more advantageous payment terms including NET15, in accordance with
Board Policy B-53 Small-Local Business Policy (SLBP).
AVAILABILITY OF FUNDING: The County's obligation for payment of any contract beyond the current fiscal year
end is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the
County shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance.
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COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662: In compliance with California Revenue and
Taxation code section 18662, if you are a non-resident of California (out-of-state invoices) who receives California source
income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384.
Fifteen (15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect
information must submit new forms to the County (forms are available from the Franchise Tax Board website listed
below).
Under certain circumstances you may be eligible for reduced or waived nonresident withholding. If you have already
received a waiver or a reduced withholding response from the State of California and the response is still valid, submit the
response to the County in lieu of the forms. Failure to submit the required forms will result in withholding of payments.
Refer to the Franchise Tax Board websites (listed below) for tax forms and information on nonresident withholding,
including waivers or reductions. The County will not give you any tax advice. It is recommended you speak with your tax
adviser and/or the State of California for guidance.
Franchise Tax Board Websites:
https://www.ftb.ca.gov
https://www.ftb.ca.gov/forms/search/
Page 5 of 19

COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
DRAFT AGREEMENT
This agreement ("Agreement") is made and entered into effective as of the date of the last signature on the signature page by and
between the County of San Diego, a political subdivision of the State of California ("County") and [# enter full title of legal entity,
type of entity and location (e.g. "a Delaware corporation," "a California limited liability company"), located at (complete address)]
("Contractor"). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Agreement. The Agreement shall consist of this document, Exhibit A Statement of Work, Exhibit B Insurance Requirements,
and Exhibit C Payment Schedule. In the event of a conflict between any provisions of this Agreement, the following order of
precedence shall govern: First (1st) this document; Second (2nd) Exhibit B; Third (3rd) Exhibit A; and Fourth (4th) Exhibit C.
2. Term. This Agreement shall begin on the date of the last signature below and end upon completion and County acceptance of
Contractor's performance under this Agreement.
3. Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional
standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel, all
supplies and materials, equipment, printing, transportation, training, facilities, and all other means whatsoever, except as herein
otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and provide the
services required of Contractor by this Agreement.
4. Payment. Pursuant to Exhibit C, and other applicable provisions of this Agreement, County agrees to pay Contractor a sum not
to exceed [# write out amount] ($######) ("Maximum Agreement Amount"). Furthermore, compensation for the Term shall
not exceed the amounts shown in Exhibit C.
Payment terms are, unless otherwise specified by County, thirty (30) days from the later of: (i) performance of work under the
Agreement entitling Contractor to payment, or (ii) County receipt of a correct and substantiated invoice. Payment shall be deemed
to have been made on the date that County submits electronic payment or mails a warrant or check.
5. Sales and Use Tax. On invoices, Contractor shall show any sales or use tax as separate items, giving permit number authorizing
collection of use tax. Contractor shall deduct any cash discount before computing sales or use Tax.
6. Contracting Officer. The Director of the Department of Purchasing and Contracting or designated Department of Purchasing and
Contracting official is the contracting officer for this Agreement ("Contracting Officer").
7. Notices. Notice to either party shall be in writing and personally delivered; sent by certified mail, postage prepaid, return receipt
requested; or emailed to the County's or Contractor's representative designated below (or such party's authorized
representative). Any such notice shall be deemed received by the party (or such party's authorized representative) on the
earliest of the date of personal delivery, three (3) business days after deposit in the U.S. Mail, or upon sending of an email from
which an acknowledgement of receipt has been received other than an out of office, unavailable, or undeliverable reply.
FOR COUNTY: FOR CONTRACTOR:
#Name and Title #Name and Title
#Address #Address
#Address #Address
#Phone, FAX, and email #Phone, FAX, and email
Above contact is designated as the Contracting Officer's
Representative for this Agreement ("COR").
8. Compliance with Laws. Contractor shall at all times perform its obligations hereunder in compliance with all applicable federal,
State, and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or
certification laws, and keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall
further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and
sanitation.
9. County Policies and Requirements. Without limiting section 8 above, Contractor shall specifically comply with the following, as
applicable:
a. Board of Supervisors Policy A-79, Interlocking Directorates
b. Board of Supervisors Policy A-120, Zero Tolerance for Fraudulent Conduct in County Services
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COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
DRAFT AGREEMENT
c. Board of Supervisors Policy B-67, Environmentally Preferable Procurement
d. Board of Supervisors Policy C-25, County of San Diego Drug and Alcohol Use Policy
e. Section 32.801, et seq. of the San Diego County Code of Regulatory Ordinances, Prohibitions of AIDS Discrimination
f. Article IIIk (Section 84, et seq.) of the San Diego County Administrative Code, Affirmative Action Program for Vendors
10. DVB Participation. If this Agreement resulted from a solicitation containing Disabled Veteran Business ("DVB") requirements
and forms, such requirements and Contractor's submitted forms are incorporated herein by reference to the extent not included
as an Exhibit to this Agreement. Contractor shall make all commercially reasonable efforts to comply with all such DVB
requirements, including meeting the DVB Percent of Utilization on Contractor's DVB Subcontractor Participation Plan.
Contractor shall maintain a rate of DVB utilization throughout the term of this Agreement that is reasonably in alignment with
the progress of the Agreement (e.g. term, utilization, deliverables). Contractor shall provide to County, upon request,
documentation sufficient to verify Contractor's compliance with such requirements.
If in County's determination, Contractor is not in compliance with all DVB requirements, County may take corrective action,
which may include (i) requiring Contractor to submit a corrective action plan acceptable to County detailing actions the
Contractor will take to fulfill its DVB requirements and/or (ii) withholding of payments to Contractor equivalent to the amount of
DVB underutilization. Such corrective actions shall be in addition to any other remedies the County may have under this
Agreement or at law or equity.
11. Preferred Vendor. If this Agreement resulted from a solicitation where Contractor claimed Preferred Vendor status in its
response per Section 405 of the San Diego County Administrative Code, Contractor shall perform a commercially useful
function (as that term is defined in California Military and Veterans Code 999 or successor statute) throughout the term of this
Agreement.
12. Political Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for any
political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or allow its
name to be utilized in any endorsement of any candidate for elected office. Neither this Agreement nor any funds provided
hereunder shall be utilized in support of any partisan political activities, or activities for or against the election of a candidate for
an elected office.
13. Lobbying. Contractor shall comply with the lobbying ordinances of the County and ensure that its officers and employees
comply before any appearance before the County Board of Supervisors. Except as required by this Agreement, none of the
funds provided under this Agreement shall be used for publicity or propaganda purposes designed to support or defeat any
legislation pending before State and federal legislatures, the Board of Supervisors of the County, or before any other local
governmental entity. This provision shall not preclude Contractor from seeking necessary permits, licenses and the like
necessary for it to comply with the terms of this Agreement.
14. Americans With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in
employment, public services, transportation, public accommodations and telecommunications services in compliance with the
Americans with Disabilities Act (ADA), the California Fair Employment and Housing Act (FEHA), and California
Administrative Code Title 24.
15. Religious Activity Prohibited. There shall be no religious worship, instructions, or proselytization as part of or in connection
with the performance of this Agreement.
16. Contractor Permits and License. Contractor certifies that it possesses and shall continue to maintain or shall cause to be obtained
and maintained, at no cost to County, all approvals, permissions, permits, licenses, and other forms of documentation required
for it and its employees to comply with all existing foreign or domestic statutes, ordinances, and regulations, or other laws, that
may be applicable to performance of work hereunder. County reserves the right to reasonably request and review all such
applications, permits, and licenses prior to the commencement of any work hereunder.
17. Offshore Prohibition. Except where Contractor obtains the County's prior written approval, Contractor shall perform the work
of this Agreement only from or at locations within the United States. Any County approval for the performance of work outside
of the United States shall be limited to the specific instance and scope of such written approval, including the types of work and
locations involved. Notwithstanding the foregoing, this Section shall not restrict the country or countries of origin of any assets
purchased to provide the work hereunder; provided that when such assets are used to provide the work, such assets shall be used
only from or at locations within the geographic boundaries of the United States.
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COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
DRAFT AGREEMENT
18. Equal Opportunity. Contractor shall comply with federal and State equal employment opportunity laws, including, but not
limited to, the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with
respect to their compensation, terms, conditions, or privileges of employment nor shall Contractor discriminate in any way that
would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect their status as an
employee because of such individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual
orientation or marital status.
19. Non-Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group
identification, race, color, nation origin, creed, religion, age, sex, physical or mental disability, political affiliation or marital
status in accordance with applicable laws, including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.C
2000d), Section 162 (a) of the Federal-Aid Highway Act of 1973 (23 U.S.C 324), Section 504 of the Rehabilitation Act of 1973,
The Civil Rights Restoration Act of 1987 (P.L. 100-209), Executive Order 12898 (February 11, 1994), Executive Order 13166
(August 16, 2000), Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-e), the Age Discrimination Act of 1975 (42 U.S.C.
6101), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq.) of the California Government Code, Title 9,
Division 4, Chapter 6 (Section 10800, et seq.) of the CCR and California Dept. of Social Services Manual of Policies and
Procedures (CDSS MPP) Division 121.
20. Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and
requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not store any
Hazardous Materials at any County facility for periods in excess of ninety (90) days or in violation of the applicable site storage
limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions necessary to protect third
parties, including, without limitation, employees and agents of the County, from any exposure to Hazardous Materials generated
or utilized in its performance under this Agreement. Contractor agrees to report to the appropriate governmental agencies all
discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to
immediately notify the County of it. Contractor shall not be liable to the County for the County's failure to comply with, or
violation of, any Environmental Law. As used in this Section, the term "Environmental Laws" means any and all federal, state,
or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law"),
including, but not limited to, the Resource Conservation and Recovery Act, relating to hazardous substances, hazardous
materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. As used in
this Section the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: (a) is a
flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious
or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is
controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or
publication requirements under any Environmental Laws, or (d) is any other material or substance giving rise to any liability,
responsibility or duty upon the County or Contractor with respect to any third person under any Environmental Laws.
21. Debarment, Exclusion, Suspension, and Ineligibility. Contractor certifies that, to the best of its knowledge, and except as
disclosed to County and acknowledged in writing by County prior to the execution of this Agreement, Contractor, its
employees, directors, officers, agents, subcontractors, vendors, consultants, and volunteers:
a. Are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment,
exclusion, suspension or ineligibility by any federal, state, or local department or agency;
b. Have not within a 3-year period preceding this Agreement been convicted of, or had a civil or administrative judgment
rendered against them for, the commission of fraud or a criminal offense or civil action in connection with obtaining,
attempting to obtain, or performing a public (federal, State, or local) transaction; violation of federal or State anti-trust
statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, receiving stolen property; physical, financial or sexual abuse or misconduct with a patient or client, or medical
negligence or malpractice;
c. Are not presently indicted or otherwise criminally, civilly or administratively charged by a government entity (federal, state,
or local) with commission of any of the offenses enumerated in the paragraph above;
d. Have not within a 3-year period preceding this Agreement had one or more public transaction (federal, state, or local)
terminated for cause or default.
Contractor shall have an ongoing duty during the term of this Agreement to disclose to the County any occurrence that would
prevent Contractor from making the certifications contained in this Section on an ongoing basis. Such disclosure shall be made in
writing within five (5) business days of when Contractor discovers or reasonably believes there is a likelihood of such occurrence.
22. Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent agreements,
and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of
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COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
DRAFT AGREEMENT
services required to be performed under this Agreement. The Contractor shall not employ any person having any such interest
in the performance of this Agreement. Contractor shall not hire County's employees to perform any portion of the work or
services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of
County. Without such written approval, performance of services under this Agreement by associates or employees of County
shall not relieve Contractor from any responsibility under this Agreement
23. California Political Reform Act and Government Code Section 1090, Et Seq. Contractor acknowledges that the California
Political Reform Act ("Act"), Government Code section 81000 et seq., provides that contractors hired by a public agency, such
as County may be deemed to be a "public official" subject to the Act if the Contractor advises the agency on decisions or actions
to be taken by the agency. The Act requires such public officials to disqualify themselves from participating in any way in such
decisions if they have any one of several specified "conflicts of interest" relating to the decision. To the extent the Act applies
to Contractor, Contractor shall abide by the Act. In addition, Contractor acknowledges and shall abide by the conflict of interest
restrictions imposed on public officials by Government Code section 1090 et seq.
24. Prohibited Agreements. As required by section 67 of the San Diego County Administrative Code, Contractor certifies that it is
not in violation of the provisions of section 67, and that Contractor is not, and will not subcontract with, any of the following:
a. Persons employed by the County or of public agencies for which the Board of Supervisors is the governing body;
b. Profit making firms or businesses in which employees described in subsection (a) serve as officers, principals, partners or
major shareholders;
c. Persons who, within the immediately preceding twelve (12) months, came within the provisions of subsection (a), and who
(1) were employed in positions of substantial responsibility in the area of service to be performed by the contract, or (2)
participated in any way in developing the contract or its service specifications; and
d. Profit making firms or businesses in which the former employees described in subsection c. serve as officers, principals,
partners or major shareholders.
Contractor certifies it is not a person or entity specified above and that it will promptly notify the County in the event it becomes a
person or entity specified above during the term of this Agreement.
25. Indemnity. County shall not be liable for, and Contractor shall defend and indemnify County and the employees and agents of
County (collectively "County Parties"), against any and all claims, demands, liability, judgments, awards, fines, mechanics'
liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys'
fees and court costs (hereinafter collectively referred to as "Claims"), related to this Agreement or the work covered by this
Agreement and arising either directly or indirectly from any act, error, omission or negligence of Contractor or its contractors,
licensees, agents, servants or employees, including, without limitation, Claims caused by the sole passive negligent act or the
concurrent negligent act, error or omission, whether active or passive, of County Parties. Contractor shall have no obligation,
however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such
Claim was caused by the sole negligence or willful misconduct of County Parties.
Without limiting the foregoing, Contractor's defense and indemnity obligations under this Section shall specifically apply to any
claim, suit, proceeding, demand, liability, loss, damage or expense (including but not limited to attorneys' fees) arising from or
relating to a claim that any work performed pursuant to this Agreement infringes a patent, copyright, moral right, trademark, trade
secret, or other intellectual property right of a third party. Without limiting the generality of the foregoing, if any portion of any
the same or County's use of the same is, or in Contractor's or County's opinion is likely to be, held to infringe the rights of any
third party, Contractor shall at its expense either (i) procure the right for County to use the infringing item free of any liability or
expense to County to the full extent contemplated by this Agreement; or (ii) replace it with a non-infringing equivalent reasonably
satisfactory to County. Without limiting the County's other rights and Contractor's obligations under this Section, County shall
have the right to employ counsel at its own expense for, and participate in the defense of, any claim.
26. Insurance. Contractor shall, at its own cost and expense, obtain and keep in force and effect during the term of this Agreement,
including all extensions, the insurance specified in Exhibit B Insurance Requirements. Evidence of insurance and any other
documents or notices required to be provided to County pursuant to Exhibit B shall be submitted to the COR or as instructed by
the COR. The provisions of section 25 are independent of, and shall in no way limit, Contractor's and its insurer's requirements
under this section 26 and Exhibit B.
27. Maintenance of Records. Contractor shall maintain and/or make available within San Diego County accurate books, accounting
records, and other records related to Contractor's performance under this Agreement, including all records of costs charged to
this Agreement during the term of this Agreement and for the longer of: (i) a period of five (5) years after the date of final
payment under this Agreement, (ii) for records that relate to litigation or the settlement of claims arising out of the performance
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COUNTY OF SAN DIEGO
REQUEST FOR QUOTATION (RFQ) 13111 - AIR CONDITIONING UNIT REPLACEMENT AT THE
BORREGO SPRINGS REGIONAL COMMUNICATIONS SYSTEM (RCS) RADIO SITE
DRAFT AGREEMENT
of this Agreement, three (3) years after such litigation or claims have been disposed of, and (iii) any retention period required by
the funding source(s) of this Agreement. Contractor shall provide any requested records to County within two (2) business days
of request. Contractor assertions of confidentiality shall not be a bar to full access to the records. County shall keep the materials
described above confidential unless otherwise required by law.
28. Audit Right. Pursuant to California Government Code Section 8546.7, the parties acknowledge that every contract involving the
expenditure of public funds in excess of $10,000 shall be subject to audit by the State Auditor.
Authorized federal, State and County representatives shall have the right to monitor, assess, and evaluate Contractor's
performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not be limited to audits,
inspection of premises, reports, and interviews of project staff and participants.
At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to
County, State or federal officials for examination all of its records with respect to all matters covered by this Agreement and will
permit County, State or federal officials to audit, examine and make excerpts or transcripts from such records, and to make audits
of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data relating
to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance with generally accepted
government auditing standards as described in Government Auditing Standards, published for the United States General
Accounting Office.
29. Termination for Convenience. The County may, by written notice stating the extent and effective date, terminate this Agreement
for convenience in whole or in part, at any time. The County shall pay the Contractor, as full compensation for work performed
in accordance with the terms of this Agreement until such termination:
a. The unit or pro rata price for any delivered and accepted portion of the work.
b. A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved
by the County, with respect to the undelivered or unaccepted portion of the work, provided compensation hereunder shall in
no event exceed the total price.
c. In no event shall the County be liable for any loss of profits or any other consequential damages related to the work or
portion thereof so terminated.
d. County's termination of this Agreement for convenience shall not preclude County from changing the termination to a
default, as set forth in Section 30 of this Agreement, nor from taking any action in law or equity against Contractor for:
i. Improperly submitted claims, or
ii. Any failure to perform the work in accordance with the Statement of Work, or
iii. Any breach of any term of condition of the Agreement, or
iv. Any actions under any warranty, express or implied, or
v. Any claim of professional negligence, or
vi. Any other matter arising from or related to this Agreement, whether known, knowable, or unknown before, during, or
after the date of termination.
30. Termination for Default. The County may, by written notice of default to the Contractor, terminate this Agreement in whole or
in part, should the Contractor fail to make satisfactory progress, fail to perform within the time specified, or fail to deliver in
strict conformance to specifications or requirements set forth herein. In the event of such termination, the County reserves the
right to purchase or obtain the supplies or services elsewhere and the Contractor shall be liable for the difference between the
prices set forth in this Agreement and the actual cost thereof to the County. In such case, the prevailing market price shall be
considered to be the fair repurchase price. The rights and remedies of County provided in this Section shall not be exclusive and
are in addition to any other rights and remedies provided by law or under this Agreement.
If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the
Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if
the notice of termination had been issued pursuant to section 29 Termination for Convenience.
31. Full Cost Recovery of Investigation and Audit Costs. Contractor shall reimburse County (by direct payment or County
withholding of payment, at County's sole discretion) for all direct and indirect expenditures incurred in conducting an
audit/investigation when Contractor is found in violation (material breach) of the terms of the Agreement.
32. Disallowance. In the event the Contractor receives payment for work under Agreement that is later disallowed by the County,
the Contractor shall promptly refund the disallowed amount to the County on request, or at its option, the County may offset the
amount disallowed from any payment due to the Contractor under any contract with the County.
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