HomeMy WebLinkAboutSan Diego Gas & Electric Company; 2005-08-04;AERIAL TO UNDERGROUND CONVERSION AGREEMENT
(APPLICANT TO CONSTRUCT USS)
(RULE 32.A.2)
BETWEEN
CARLSBAD MUNICIPAL WATER DISTRICT
5950 El Camino Real
CARLSBAD, CA 92008
and
PACIFIC BELL TELEPHONE COMPANY
DBA SBC CALIFORNIA
RE
BLACK RAIL ROAD
PROJECT NO 3904
324596 (Rev. 3/24/04)
Aerial to Underground Conversion
Construction Agreement
TABLE OF CONTENTS
I. DEF
II. REC
III. SPEi
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
IV. GE1N
1NITIONS
TTALS
CIFIC PROVISIONS
Tariff
Construction
Term
Title
Tax Liability
Payment
Cancellation, Modification or Deferment
Indemnity, Limitation of Liability
Insurance
Warranty
Liens
Licenses and Easements
Performance
Damage to Facilities
Schedule of Work
Force Majeure
Compliance With Laws
[ERAL PROVISIONS
1
1
1
2
2
3
3
3
4
4
4
5
6
6
6
7
7
7
7
7
8
A. Assignment 8
B. Binding Effect 8
C. Termination 8
D. Attorneys' Fees 8
E. Entire Agreement 8
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F. Independent Contractor 9
G. Jurisdiction 9
H. Notices 9
I. Waiver and Amendment 9
Exhibit A Executive Orders and Associated Regulations
324596 (Rev. 3/24/04)
Aerial to Underground Conversion
Construction Agreement
Carlsbad Municipal Water District
THIS AGREEMENT ("Agreement") is between (Si^S?€Sl*SB*l, a California corporation
("Applicant"), and PACIFIC BELL TELEPHONE COMPANY, a California corporation doing
business as SBC CALIFORNIA ("SBC") (collectively the "Parties").
I.
n.
DEFINITIONS.
As used in this Agreement, the following terms apply:
A. The term 'Tariff" refers to Schedule Cal. P.U.C. No. A2, Rule 32.A.2.
B. The terms "Underground Supporting Structure" and "USS" include, but are not
limited to, conduit, manholes, service boxes, and related equipment.
C. The terms "Trench" and 'Trenching" include, but are not limited to, excavating,
backfilling, compacting, and, as necessary, breaking and replacing pavement,
sidewalks, driveways, curbs and gutters, and restoring all other surface features
disturbed by underground construction including landscaping, plus the cost of
performing such work.
D. The term "Hazardous Substance" refers to any substance, material or chemical
that is or becomes regulated under applicable local, state, or federal law,
regulation, or ordinance.
E. The term "District" refers to the area in/on/along Black Rail Road where the
undergrounding of existing aerial facilities is to take place.
F. The term "Project" means all of the work required to underground existing aerial
facilities within the District.
G. The term "CPUC" refers to the California Public Utilities Commission.
RECITALS.
A.
B.
Applicant has asked SBC to replace its existing aerial communication facilities
with underground communication facilities within the District.
SBC is willing to underground its existing aerial communication facilities within
the District, subject to the terms and conditions of this Agreement.
In consideration of the above, the Parties agree as follows:
III. SPECIFIC PROVISIONS.
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• tr
A. Tariff.
The Project will be conducted in accordance with the Tariff.
B. Construction.
1. Upon receipt of a copy of this Agreement that has been executed by
Applicant and the advance payment described in Section HLG, SBC will
engineer and perform the work required to convert its existing aerial
facilities to underground facilities in the area in the District shown on
Applicants' plans, which are attached hereto as Exhibit A.
2. If, during the installation or construction of communications facilities,
SBC employees, subcontractors, or agents encounter any Hazardous
Substance(s) that may be disturbed by SBC's activities:
a. SBC shall give prompt written notice of the discovery of the
Hazardous Substance(s) to Applicant;
b. SBC shall suspend performance under this Agreement until (1)
containment and removal of the Hazardous Substance(s) has been
completed and approved by the appropriate governmental
agency(ies), if such approval is required, or approved by SBC if
governmental agency(ies) approval is not required, or (2) Applicant
reasonably demonstrates that the Hazardous Substance(s) will not
be disturbed by SBC's activities;
c. SBC's performance of its obligations under this Agreement is
extended for the amount of time which it takes to complete
containment/removal of the Hazardous Substance(s); and,
d. If Applicant elects not to remove/contain the Hazardous
Substance(s), SBC may terminate this Agreement without further
liability by giving advance notice to Applicant no later than ten
(10) days after the date the Applicant notifies SBC of its decision
not to remove/contain the Hazardous Substance(s). In this case,
Applicant shall reimburse SBC for SBC's share of the USS cost
paid by SBC and for the costs incurred by SBC for the placement
of cables and wiring on the Project and the wrecking associated
with that placement up to the effective date of the termination.
Upon such payment, Applicant shall become the owner of said
wire and cables.
3. Applicant shall be responsible for the construction and installation of the
necessary USS along the public way and utility rights of way in the
District and shall prepare all documents necessary to coordinate and
implement the Project plans. The documents shall include, but shall not
be limited to: (a) Project Plans and Specifications, which shall be prepared
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Construction Agreement
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in accordance with specifications and drawings furnished to Applicant by
SBC; (b) documents that delineate all USS to be constructed and installed
within the District; (c) a Bid Package covering the construction and
installation of the USS for which Applicant is responsible; (d) separate
agreements with Participants pertaining to the construction of facilities for
the Project; and (e) a contract ("Contract") with an independent contractor
for the construction and installation of USS for which Applicant is
responsible under the Project. APPLICANT SHALL NOT DEVIATE
FROM SBC'S TRENCH SPECIFICATIONS WITHOUT SBC'S
PRIOR WRITTEN CONSENT.
2. Applicant shall award the Contract to a qualified bidder. The terms and
conditions of the Contract shall oblige the Contractor to furnish all
materials, adhere to the Project Plans and Specifications, and install the
USS at the locations designated on the map attached to this Agreement as
Exhibit A. Applicant shall have full supervision of and control over the
independent contractor's construction and installation of the USS.
However, SBC shall be given the opportunity to inspect the construction
and installation of the USS and to coordinate with Applicant to ensure that
the construction and installation are completed in accordance with the
Project plans and specifications.
Applicant shall require all property owners who are served by the aerial
facilities to be replaced within the District to provide and maintain the
USS on their property.
C. Term.
This Agreement is effective upon execution and shall continue in effect until
terminated or canceled as provided by law or this Agreement.
D. Title
Upon inspection and acceptance in writing of the USS by SBC, title to the USS
and all associated communications facilities placed by or for SBC, except the
underground service connections, shall vest in SBC, provided that such is free of
all liens and encumbrances.
E. Tax Liability
Applicant shall pay, and hold SBC harmless from and against, all penalties,
interest, taxes or other charges that are levied or assessed against Applicant.
F. Payment.
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;i
If applicable, Applicant shall pay to SBC a tax component of Sixteen Thousand
Nine Hundred Twenty Nine Dollars and Seventy Six Cents/$ 16,929.76 for
Federal and State Income Tax in accordance with CPUC decision 87-09-026.
G. Cancellation, Modification or Deferment.
If Applicant cancels, modifies or defers its request for conversion of the aerial
facilities to underground facilities within the District, Applicant shall pay all
charges incurred by SBC, in accordance with the Tariff.
H. Indemnity; Limitation of Liability.
1. Applicant shall indemnify, defend at SBC's request and at no cost or
expense to SBC, and hold harmless SBC and its officers, agents and
employees, as well as its associated and affiliated companies and their
respective officers, agents, and employees ("Indemnitees"), from and
against any and all losses, damages, expenses, costs, penalties, fines, fees
(including reasonable attorney's and consultant's fees), or liabilities
(collectively "Liabilities"), incurred as a result of any injury to or death of
any person(s) or damage to any property(ies) arising out of or in
connection with the materials used or the work performed by Applicant
under this Agreement or the condition of the Project's property, including
environmental contamination, except where such Liabilities are caused by
the sole negligence or willful misconduct of Indemnitees.
2. SBC shall notify Applicant within a reasonable time of any written claim
or demand against SBC for which Applicant is responsible under this
section. Applicant shall also (a) keep SBC fully informed as to the
progress of such defense, and (b) afford SBC, at its own expense, an
opportunity to participate with Applicant in the defense or settlement of
such claims, demand, lawsuits or other legal proceedings.
3. These indemnities shall survive the termination or cancellation of this
Agreement or any provision to the contrary herein.
4. IN NO EVENT WILL SBC BE LIABLE TO APPLICANT FOR
INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, WHETHER BY TORT OR
CONTRACT, INCLUDING LOST REVENUES, LOSS OF PROFITS OR
OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF
THE PERFORMANCE OF THIS CONTRACT, INCLUDING,
WITHOUT LIMITATION, NEGLIGENT PERFORMANCE OR
FAILURE TO PERFORM, OR A DEFECT OR FAILURE TO
PERFORM OR DEFECT OF CABLE OR WIRING, REGARDLESS OF
THE FORESEEABILITY THEREOF.
I. Insurance.
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Construction Agreement
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With respect to performance hereunder, and in addition to Applicant's obligation
to indemnify, Applicant agrees to maintain, at all times during the term of this
Agreement, the following minimum insurance coverages and limits and any
additional insurance and/or bonds required by law:
1. Worker's Compensation insurance covering Applicant's full liability
under the worker's compensation laws of California and Employers
Liability insurance with minimum limits of $100,000 for Bodily Injury-
each accident, $500,000 for Bodily Injury by disease-policy limits and
$100,000 for Bodily Injury by disease-each employee.
2. Commercial General Liability insurance with minimum limits of:
$2,000,000 general aggregate limit; $1,000,000 each occurrence sub-limit
for all bodily injury or property damage incurred in any one occurrence;
$1,000,000 each occurrence sub-limit for Personal Injury and
Advertising; $2,000,000 Products/Completed Operations aggregate limit,
with a $1,000,000 each occurrence sub-limit for Products/Completed
Operations.
SBC will be named as an additional insured on the Commercial General
Liability policy.
3. If use of a motor vehicle is required, Automobile Liability insurance with
minimum limits of $1,000,000 combined single limits per occurrence for
bodily injury and property damage, which coverage shall extend to all
owned, hired and non-owned vehicles.
4. SBC requires that companies affording insurance coverage have a rating
of B+ or better and a Financial Size Category rating of VII or better, as
rated in the A.M. Best Key Rating Guide for Property and Casualty
Insurance Companies.
5. A certificate of insurance stating the types of insurance and policy limits
provided the Applicant must be received prior to commencement of any
work.
The cancellation clause on the certificate of insurance will be amended to
read as follows:
"THE ISSUING COMPANY WILL MAIL 30 DAYS
WRITTEN NOTICE TO THE CERTIFICATE HOLDER
PRIOR TO CANCELLATION OR A MATERIAL
CHANGE TO POLICY DESCRIBED ABOVE."
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6. Applicant shall also require all subcontractors performing work on the
Project or who may enter upon the work site to maintain the same
insurance requirements listed above.
J. Warranty.
1. Applicant warrants that that for a period of two (2) years following
acceptance of the USS by SBC, all work and materials to be furnished
under this Agreement:
a. shall conform in all respects to the requirements of this Agreement;
b. are adequate for the purposes for which they are intended;
c. are free from any defects in design, materials, workmanship and
title including, but not limited to, defects that will cause caving or
sinking of the Trench, the USS, paving, or other materials.
2. Applicant warrants that qualified personnel will perform all work
promptly and with diligence, to SBC's reasonable satisfaction, and that all
work and materials shall be subject to all statutory and express or implied
warranties. This warranty shall survive inspection, acceptance,
termination and payment.
3. Except as disclosed to and acknowledged by SBC in writing, Applicant is
not aware of the presence of any Hazardous Substance at the locations on
the Project where SBC will be installing cable and wiring and performing
wrecking in association with such installations.
K. Liens.
Applicant and its agents and contractors shall keep the USS free from any
statutory or common law lien arising out of any work performed, materials
furnished or obligations incurred by Applicant, its agents or contractors, hi the
event a lien is recorded against the USS and it is not removed from the record
within ten (10) days after notice is given by SBC to Applicant to do so, SBC shall
have the right to pay and discharge the lien without regard to whether the lien
shall be lawful, valid or correct. Applicant shall, within thirty (30) days after
receiving written notice from SBC, reimburse SBC for any such claim paid by it.
L. Licenses and Easements.
Prior to construction of the Project, Applicant shall, at no cost to SBC, furnish
SBC with any and all licenses or grants of easements that are necessary to
accommodate the Project, including the construction and maintenance of SBC's
facilities.
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M. Performance.
If Applicant should default in the performance of any work that it is obligated to
perform under this Agreement within the time allowed for such work, SBC may
elect, by written notice to Applicant, to perform the work at Applicant's sole risk
and expense and Applicant shall pay to SBC upon demand SBC's actual costs for
performing the work.
N. Damage to Facilities.
Applicant and its employees, agents and contractors shall exercise special
precaution and care to avoid causing damage to SBC's facilities in performing
work under the Project. Applicant shall assume responsibility for any and all
losses, costs and expenses arising out of, caused by, or in any way connected with
such damages, including consequential damages. Applicant shall immediately
report in writing the occurrence of any such damage to SBC. Applicant shall, on
demand, reimburse SBC for the entire expense incurred in replacing or repairing
the damage.
O. Schedule of Work.
SBC shall not commence detailed engineering of the Project prior to receiving a
copy of this Agreement that has been executed by Applicant. SBC shall have its
facilities converted contingent upon mutually acceptable schedules, timely
obtaining of permits, licenses and other documents, and not being delayed by
those uncontrollable forces described in Section ni.Q below.
P. Force Majeure.
SBC shall not be held liable to Applicant for any delay in performance under this
Agreement from any cause beyond its control and without its fault or negligence,
such as acts of God, acts of civil or military authority, government regulations, the
presence of archeological or historical artifacts or Hazardous Substances on, in, or
near the Project, embargoes, epidemics, war, terrorist acts, riots, insurrections,
fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts,
volcanic action, other major environmental disturbances, unusually severe
weather conditions, inability to secure products or services of other persons or
transportation facilities, or acts or omissions of carriers. If any of the foregoing
events occur, SBC agrees, if requested by Applicant, to accelerate its efforts
hereunder if reasonably feasible in order to regain lost time, so long as Applicant
agrees to reimburse SBC for the incremental actual costs of such efforts.
Q. Compliance With Laws.
Applicant shall comply with all applicable federal, state, county, and local
statutes, laws, ordinances, regulations, and codes. Applicant further agrees to
comply with all applicable Executive Orders and regulations, including, but not
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limited to, those that are attached to this Agreement as Exhibit C. As used in
Exhibit C, "Contractor" means Applicant.
IV. GENERAL PROVISIONS.
A. Assignment.
Applicant shall not wholly or partially assign this Agreement without the prior
written consent of SBC.
B. Binding Effect.
This Agreement shall be for the benefit of and is binding upon the respective
successors and assigns of the parties hereto.
C. Termination.
This Agreement automatically terminates upon completion and acceptance of the
USS by SBC. In the event of any material default or breach of this Agreement by
Applicant, in addition to all other rights and remedies which SBC may have at law
or in equity, SBC shall have the immediate right to terminate this Agreement by
giving ten (10) days prior written notice of termination. The notice shall specify
the cause of termination and shall give Applicant a reasonable opportunity to cure
and correct any such cause, hi the event this Agreement is terminated or
suspended as provided herein, SBC shall not be liable to Applicant or any other
person or entity for any losses, damages or claims that arise as a result of
termination. Applicant shall pay to SBC all costs and expenses incurred by SBC
prior to termination of this Agreement. Any termination of this Agreement in
whole or in part shall not release Applicant from any liability or obligation under
this Agreement, whether of indemnity or otherwise, that accrued or that may be
accruing or that arises out of any claim that may have accrued or may be accruing
at the time of termination.
D. Attorneys' Fees.
If any action is brought to adjudicate the rights granted in this Agreement or to
enforce any of the terms of this Agreement, the prevailing party shall be entitled to
an award of reasonable attorneys' fees in an amount to be determined by a court or
a tribunal of competent jurisdiction.
E. Entire Agreement.
This Agreement and the Exhibits attached hereto that are incorporated herein by
this reference constitute the entire Agreement between the parties with respect to
the subject matter hereof. All prior agreements, representations, statements,
negotiations and understandings are superseded.
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F. Independent Contractor.
Applicant and its agents, employees and contractors shall perform all work under
this Agreement as independent contractors and not as affiliates, partners, joint
ventures, agents, employees, servants or assigns of SBC.
G. Jurisdiction.
This Agreement shall be governed by the laws of the State of California and is
subject to the applicable rules, regulations and tariffs on file with the CPUC.
H. Notices.
All notices and other communications hereunder shall be in writing addressed as
follows and shall be deemed given when: delivered in person, delivered to an
agent, such as an overnight or similar delivery service, or three days after being
deposited in the United States mail, postage prepaid:
APPLICANT
1635 Faraday Avenue
Carlsbad, CA 92008
SBC California
4220 Arizona Street, Room 200
San Diego, CA 92104
I. Waiver and Amendment.
The provisions of this Agreement shall not be waived, altered, or amended by any
representations or promises of any party unless consented to in writing by all
parties hereto.
The duly authorized representatives of Applicant and SBC have executed this Agreement by
affixing their signatures on the dates indicated below.
CITY OF CARLSBAD
Title:
PrintedName:(^L/3aOg
Date Signed: f" */-
PACIFIC BELL TELEPHONE COMPANY
By:
Title:
Printed Name: AAAftY G.
Date Signed: 1-J4-Q5
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Exhibit A
Executive Orders and Associated Regulations
SBC California and SBC Nevada, as common carriers of telecommunications services, engage in
work as contractors for various departments and agencies of the United States Government Also,
certain facilities may be constructed pursuant to federally assisted construction programs.
Because of the foregoing, work under this contract may be subject to the provisions of certain
Executive Orders, federal laws and associated regulations. To the extent that such Executive
Orders, federal laws and associated regulations apply to the work under this contract, and only to
that extent, Contractor agrees to comply with the provisions of aU such Executive Orders, federal
laws and associated regulations as no in force or as may be amended in the future, including, but
not limited to the following:
1. EQUAL EMPLOYMENT OPPORTUNITY PROVISIONS.
In accordance with Executive Order 11246, dated September24, 1965, and 41 C.F.R. § 60-1.4,
the parties incorporate herein by this reference the regulations and contract clauses required by
those provisions to be made a part of nonexempt contracts and subcontracts.
2. CERTIFICATION OF NONSEGREGATED FACILITIES.
In accordance with Executive Order 11246, dated September 24, 1965, and 41 C.F.R. § 60-1.8,
Contractor certifies that it does not and will not maintain or provide for its employees any facilities
segregated on the basis of race, color, religion, sex, or national origin at any of its establishments,
and that it does not and will not permit its employees to perform their services at any location
under its control, where such segregated facilities are maintained. The term "facilities" as used
herein means waiting rooms, work areas, restaurants and other eating areas, time clocks,
restrooms, wash rooms, locker rooms and other storage or dressing areas, parking lots, drinking
fountains, recreation or entertainment areas, transportation, and housing facilities provided for
employees, provided that separate or single-user toilet and necessary changing facilities shall be
provided to assure privacy between the sexes. Contractor will obtain similar certifications from
proposed subcontractors prior to the award of any nonexempt subcontract.
3. CERTIFICATION OF AFFIRMATIVE ACTION PROGRAM.
Contractor certified that it has developed and is maintaining an Affirmative Action Plan as
required by 41 C.F.R. § 60-1.40.
4. CERTIFICATION OF FILING.
Contractor certifies that it will file annually, on or before the 31" of March, complete and accurate
reports on Standard Form 100 (EEO-1) or such forms as may be promulgated in its place as
required by 41 C.F.R. § 60-1.7.
5. AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA.
In accordance with Executive Order 11701, dated January 24, 1973, and 41 C.F.R. 60-250.20, the
parties incorporate herein by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.
6. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS.
In accordance with Executive Order 11758, dated January 15,1974, and 41 C.F.R. § 60-741.20,
the parties incorporate herein by this reference the regulations and contract clauses required by
those provisions to be made a part of Government contracts and subcontracts.
7. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS.
48 C.F.R., Ch. 1,§ 19.740(4) and 19.708(a) require that the following clause is included:
Utilization of Small Business concerns and Small Disadvantaged Business Concerns (June,
1985)
(a) It is the policy of the United States that small business concerns and small business
concerns owned and controlled by socially and economically disadvantaged individuals shall have
the maximum practicable opportunity to participate in performing contracts let by and Federal
agency, including contracts and subcontracts for subsystems, assemblies, components, and related
services for major systems. It is further the policy of the United States that its prime contractors
establish procedures to ensure the timely payment of amounts due pursuant to the terms of their
subcontracts with small business concerns and small business concerns owned and controlled by
socially and economically disadvantaged individuals.
(b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to
the fullest extent consistent with efficient contract performance. The Contractor further agrees to
cooperate in any studies or surveys as may be conducted by the United States Small Business
Administration or the awarding agency of the United States as may be necessary to determine the
extent of the Contractor's compliance with this clause.
(c) As used in this contract, the term "small business concern" shall mean a small business
as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated
pursuant thereto. The term "small business concern owned and controlled by socially and
economically disadvantaged individuals" shall mean a small business concern:
(1) Which is at least 51 percent owned by one or more socially and economically
disadvantaged individuals; or, in the case of any publicly owned businesses, at least 51 percent of
the stock of which is owned by one or more socially and economically disadvantaged individuals;
and
(2) Whose management and daily business operations are controlled by one or more
of such individuals.
The Contractor shall presume that socially and economically disadvantaged individuals include
Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Asian-Indian
Americans and other minorities, or any other individual found to be disadvantaged by the
Administration pursuant to section 8(a) of the Small Business Act.
(d) Contractors acting in good faith may rely on written representations by their
subcontractors regarding their status as either a small business concern or a small business concert
owned and controlled by socially and economically disadvantaged individuals.
Small Business and Small Disadvantaged Business Subcontracting Plan.
Contractor, unless it is a small business concern, as defined in section 3 of the Small Business Act
agrees to adopt and comply with a small business and small disadvantaged business subcontractin;
plan, which shall be included in and made a part of this contract. The parties incorporate herein b]
this reference the regulations and contract clauses required by 48 C.F.R., Ch. 1, §§ 19.704(4) and
19.708(b) to be made a part of Government contracts and subcontracts.
8. WOMEN-OWNED SMALL BUSINESSES.
As prescribed in 48 C.F.R., Ch. 1, § 19.902, the following clause is included in solicitations and
contracts when the contract amount is expected to be over the small purchase threshold, unless (a)
the contract is to be performed entirely outside the United States, its possessions, Puerto Rico, am
the Trust Territory of the Pacific Islands, or (b) a personal services contract is contemplate:
(a) "Woman-owned small businesses," as used in this clause, means businesses that are at
least 51 percent owned by women who are United States citizens and who also control and
operate the business.
"Control," as used in this clause, means exercising the power to make policy decisions.
"Operate," as used in this clause, means being actively involved in the day-to-day
management of the business.
(b) Policy. It is the policy of the Government to award contracts to concerns that agree to
perform substantially in labor surplus areas (LSA's) when this can be done consistent with the
efficient performance of the contract and at prices no higher than are obtainable elsewhere. The
Contractor agrees to use its best efforts to place subcontracts in accordance with this policy.
(c) Order of Preference. In complying with paragraph (b) above and with paragraph (c) of
the clause of this contract entitled Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns, the Contractor shall observe the following order of preference
in awarding subcontracts: (1) small business concerns that are LSA concerns, (2) other small
business concerns, and (3) other LSA concerns.
(d) Definitions. "Labor surplus area," as used in this clause, means a geographical area
identified by the Department of Labor in accordance with 20 C.F.R. § 654, Subpart A, as an area
of concentrated unemployment or underemployment or an area of labor surplus.
"Labor surplus area concern," as used in this clause, means a concern that together with its
first-tier subcontractors will perform substantially in labor surplus areas. Performance is
substantially in labor surplus area if the costs incurred under the contract on account of
manufacturing, production, or performance of appropriate services in labor surplus areas exceed
50 percent of the contract price.
Labor Surplus Area Subcontract Program.
(a) See the Utilization of Labor Surplus Area Concerns clause of this contract for
applicable definitions.
(b) The Contractor agrees to establish and conduct a program to encourage labor surplus
area (LSA) concerns to compete for subcontracts within their capabilities at prices no higher than
obtainable elsewhere. The contractor shall —
(1) Designate a liaison officer who will (i) maintain liaison with authorized
representatives of the Government on LSA matters, (ii) supervise compliance with the Utilization
of Labor Surplus Area Concerns clause, and (iii) administer the Contractor's labor surplus area
subcontracting program;
(2) Provide adequate and timely consideration of the potentialities of LSA concerns
in all make-or-buy decisions;
(3) Ensure that LSA concerns have an equitable opportunity to compete for
subcontracts, particularly by arranging solicitations, time for the preparation of offers, quantities,
specifications, and delivery schedules so as to facilitate the participation of LSA concerns;
(4) include the Utilization of Labor Surplus Area Concerns clause in subcontracts
that offer substantial LSA subcontracting opportunities; and
(5) Maintain records showing (i) the procedures adopted and (ii) the Contractor's
performance, to comply with this clause. The records will be kept available for review by the
Government until the expiration of 1 year after the award of this contract, or for such longer perioc
as may be required by any other clause of this contract or by applicable law or regulations.
(c) The Contractor further agrees to insert in any related subcontract that may exceed
$500,000 and that contains the Utilization of Labor Surplus Area Concerns clause, terms that
conform substantially to the language of this clause, including this paragraph (c), and to notify the
Contracting Officer of the names of subcontractors.
324596
Order# 5395637
4220 Arizona St.
San Diego, CA 92104
APPLICATION and LETTER OF AGENCY FOR CUSTOM WORK
06/24/05 Order Number: 5395637
Customer Billing Telephone Number: (760)602-2736
BILL TO: City of Carlsbad, Attn: Chris Muehlbacher, 1635 Faraday Avenue, Carlsbad, CA 92008.
DESCRIPTION OF CUSTOM WORK: Convert telephone facilities from aerial to underground on Black Rail
Road for City Project No 3904
CHARGE FOR CUSTOM WORK CONTRACT PRICE: $86,583.14
Applicant requests that SBC act as its agent in performing the above-described custom work on Applicant's behalf.
Applicant agrees to pay the charge(s) indicated above for such work. The charge(s) will be computed in
accordance with SBC's ordinary accounting practices under the Uniform System of Accounts for Class A
telephone companies and will include allocated costs for labor, engineering, materials, transportation, motor
vehicles, tool and supply expenses and sundry billings from sub-contractors and suppliers for work and materials
related to the job.
Applicant agrees to make an advance payment of $86,583.14 prior to commencement of the work. Applicant
agrees to pay the contract price as stated above.
If the applicant cancels the work prior to completion, Applicant agrees to pay SBC for the costs it has incurred in
starting performance under the contract and before being notified to cease only.
The price is guaranteed for 60 days from 06/24/05. If the charges are not accepted within 60 days the order will
be cancelled and a new order will need to be placed. The second estimate may be higher than the price that was
originally quoted.
ACCEPTED FOR SBC:
or Title: ManagePEngineer
Relationship to Company or Individual SBC
Company: Claude A. Lewis, President
Carlsbad Municipal Water District
Date:Date: 06/24/05