20070406Notice of affiliate transaction.pdf

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201 South Main, Suite 2300
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April 5, 2007 (; U U C
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VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983
Attention:Jean D. Jewell
Commission Secretary
Re:PacifiCorp Notice of Affiliate Transaction
Docket No. P AC-05-
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I 17(2), incorporated in
the Idaho Public Utilities Commission Order No. 29973 issued February 13 , 2006, as
supplemented by Order No. 29998 March 14, 2006, in the above-referenced proceeding,
approving the acquisition ofPacifiCorp by MidAmerican Energy Holdings Company,
that PacifiCorp has entered into a new transaction with an affiliate.
MidAmerican Energy Holdings Corporation ("MEHC"), PacifiCorp s parent
company, previously had contract with HomeServices Relocation LLC
HomeServices ) for employee relocation management services. PacifiCorp previously
had a contract with Prudential for those services. Consequently, MEHC issued a request
for proposals ("RFP") in July 2006 to solicit bids for comprehensive relocation services
for itself and its subsidiaries, including PacifiCorp. HomeServices was selected through
the RFP process which was designed to elicit the most comprehensive relocation services
package at a reasonable cost. Therefore, PacifiCorp and HomeServices have entered into
a Relocation Services Contract. Under the terms of the Contract, HomeServices will
manage comprehensive relocation services for PacifiCorp s transferring employees and
new hires and will directly bill PacifiCorp for expenses incurred. HomeServices will
provide these services through its network of preferred vendors and service providers.
With the exception of realty subsidiaries of HomeServices, these preferred vendors and
service providers are typically not affiliates ofPacifiCorp.
Although this is an affiliate transaction, the parties negotiated the Agreement at arms-
length. A copy of the Agreement is attached hereto for your reference as Exhibit I.
It is respectfully requested that all formal correspondence and Staff requests regarding
this material be addressed to:
Bye-mail (preferred)datareq uest~pac ifi corp. com
By regular mail Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
By facsimile [phone]
Informal inquiries may be directed to Dean Brockbank at [phone] or Brian
Dickman at [phone] if you have any questions regarding this filing.
Sincerely,
~/P,
Jeffrey K. Larsen
Vice President, Regulation
Enclosure
EXHIBIT
Relocation Services Contract
23e
RELOCATION SERVICES CONTRACT
,---.
THIS CONTRACT is made and entered into ,2007, by and between
P ACIFICORP ("Company ), an Oregon corporation, with its pri ip office in Portland, Oregon
and HOMESERVICES RELOCATION LLC ("Contractor ), a limited liability company, with its
principal office in Minneapolis, MN.
WITNESSETH
WHEREAS, Company requires relocation services from time to time, and
WHEREAS, Contractor is willing to provide such services upon the terms and conditions
hereinafter set forth
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
PG-l. CONTRACT DOCUMENTS. The Contract Documents include the Pur~hase or Work
Order, Proposal, Scope/Statement of Work, or other documents applicable to the services or work.
The intent of these documents is to include aU supervision, labor, equipment, materials
(except as specified), and services of every kind necessary for the proper execution ofthe work, and
the terms and conditions of payment therefor.
The documents are to be considered as one, and whatever is called for by anyone of the
documents shall be as binding as if called for by al1.
PG-2. MISCELLANEOUS SERVICES TO BE PERFORMED BY THE CONTRACTOR. The
specific services to be provided pursuant to this Contract are outlined in the Contract Documents.
PG-3. INDEPENDENT CONTRACTOR.Contractor shall undertake the services provided for in
the Contract as an independent contractor, at Contractor s sole risk, and shall employ all persons
performing services under the Contract, such persons to be Contractor s sole employees and subject
to Contractor s direction and control andnot the employees of Company or subject to Company
direction and control. Contractor is to determine the manner and method in which the services shall
be performed by it to attain the results required by the Contract, and Company s general right of
supervision of the services shall not make the Contractor or its agents and employees the agents or
employees ofthe Company.
PG-4. EQUIPMENT. MA TERJALS. EMPLOYEES. Except as otherwise specifically provided for
in the Contract, Contractor shall provide and pay for aU materials, labor. tools, and other items
necessary to complete the services provided.
HomeServices Relocation Contract 2.28.
PG-5. NONDISCLOSURE OF PROPRIETARY INFORMA nON. Contract()r shaU consider all
information on the Company s premises and documents resulting from the Contractor s performance
of the services to be proprietary unless such information is available from public sources.
Contractor shall not publish or disclose proprietary information for any purpose other than
the performance of the service without the prior written authorization of Company. Should
Contractor determine it is legally required to reveal such information, it shall immediately and before
disclosure, notify Company.
Contractor shall not make any written or verbal statement to any press or news media, or
other party concerning the services without the written authorization of Company.
PG-6. COMPENSATION.The Contractor shall be entitled to the compensation stated in the
Contract Documents. The Contractor shall submit to Company monthly a detailed invoice for
payment, including any necessary documentation for reimbursable expenses. Applicable taxes shall
be itemized. Company shall pay to the Contractor the invoiced amount within thirty(30) days from
receipt ofthe invoice.
The price(s) stated in the Contract Documents shall include all costs and should be itemized
as a separate item, all state and local sales or use taxes, royalties, customs duties, federal taxes,
license fees and assessments which may be lawfully assessed against the Company or the Contractor.
Applicable sales, use and other taxes, fees or assessments for the Work or portions thereof shall be
paid by the Contractor and listed separately, itemized and easily identifiable on the Contractor
invoice. Company shall pay to the Contractor the invoiced amount within thirty (30) days from
receipt of an approved invoice.
In order to meet requirements of regulatory bodies, it is essential that the total of all payments
made under this contract be itemized to permit distribution of costs to designated accounts and to
meet requirements with respect to accounting for property units. Company has the right to withhold
payment should the invoice rendered by Contractor not contain a reasonable detail of the charges.
PG- 7. GUARANTEES AND WARRANTY. The Contractor warrants to the Company that
materials and equipment furnished under the Contract will be of the highest quality and new unless
otherwise required or permitted by the Contract Documents. The Contractor warrants and guarantees
it shall exercise the same degree of care, skill and diligence in the performance ofthe services as is
ordinarily provided by a professional under similar circumstances. Contractor further guarantees and
warrants that such services shall be performed and completed in a workmanlike manner satisfactory
and acceptable to Company. Contractor shall, at no cost to Company, re-perform services which, in
sole judgment of the Company, fail to attain the results required by the Contract.
The Contractor shall enforce strict discipline and good order among the Contractor
employees and other persons carrying out the Contract. The Contractor shall oot permit employment
of unfit persons or persons not skilled in tasks assigned to them. The Company shall have the
unilateral right to notify the Contractor of any person on the Services who is the Company s opinion
unsatisfactory. The Contractor shall immediately remove such persons from the Services and shall
not re-employ them on the Services.
Relocation Services 2.28.
PG-8. COMPLIANCE WITH LAWS AND INCIDENT REPORTING. The Contractor shall
comply with all laws including federal, state, local laws, rules, orders, codes, standards and
regulations. Contractor shall be responsible for procuring permits, certificates and licenses required
for the services.
Contractor shall report within 24 hours any accidents and/or occupational injuries or vehicle
accidents that occur to any of Contractor s employees while engaged in projects specific to the
Company. Such reporting shall be to the local Company safety and training coordinator.
PG-9. LIABILITY AND INDEMNIFICATION.
Patent or Copyright Infringement.Contractor agrees to defend an suits or claims for infringement of
any copyright or patent arising out ofthe Services provided, and shan hold harmless the Company
from loss or damage resulting therefrom.
Protection of Property and Persons.Contractor agrees to defend, indemnify and hold Company
harmless from and against all damages, claims, loss or liability on account of damage to property,
bodily injury or death, or personal injury of any person(s) caused by an occurrence arising out of
Contractor s presence or performance of the Services.
Additionally, any injury or death or property damage sustained on the premises of Company
by Contractor or by an employee or representative of Contractor, or b~~is su~contractor, or by any
employee or representative of his subcontractor, or by any other person whose presence or the
presence of whose property on Company s premises is due to Contractor s or his subcontractor
invitation, license or procurement shall be deemed conclusively to have arisen out of Contractor
performance ofthe Services, and Contractor shaH be obtigated to defend and indemnify Company
against liability, except that the foregoing indemnification provision shall not cover the sole
negligence of the Company, its agents, representatives and employees.
Contractor shan at all times during the performance of the Services exercise due diligence to
protect the property ofthe Company, from damage and to prevent interference with or interruption of
operations, by the Company. The Contractor shall reimburse the Company for all damages, either
immediate or consequential, sustained by the Company or by any ofthe Company s property at the
site ofthe Services being performed under the Contract, or in any manner affected by the prosecution
of the Services, caused by any act or omission (whether tortious or not) of the Contractor, of any
subcontractor, or of any of their agents, representatives or employees. Any property so damaged
shan be repaired or replaced at the Contractor s expense in a condition equal to that existing
immediately prior to the damage and to Company s satisfaction.
In Claims, legal action or suit against any person or entity indemnified under this Section 9
INDEMNIFICATION by an employee, agent or representative of the Contractor, a Subcontractor
their employees, agents, representatives or anyone directly or indirectly employed by them or anyone
for whose acts they may be liable, the Contractor indemnification obligations under this Section 9
INDEMNIFICA TION shall not be limited by a limitation on amount or type of damages
compensation or benefits payable by or for the Contractor or a Subcontractor under workers
compensation acts, disability benefit acts or other employee benefit acts.
Relocation Services 2.28.
PG-IO. INSURANCE.
Prior to the start of the Services, and at all times during the tenn of the Services and this
Contract, the Contractor shall purchase, at its own expense, and maintain with insurance companies
in good standing and acceptable to the Company, such insurance as will protect the Contractor from
liability and claims for injuries and damages which may arise out of or result from the Contractor
operations under the Contract and for which the Contractor may be legally liable, whether such
operations are by the Contractor or by aSubcontractor or by anyone directly or indirectly employed
by any of them, or by anyone for whose acts any of them may be liable.
The Company intends that this Contract shall also be one of indemnity, and that such
indemnification shall be covered by insurance. For the further protection ofthe Contractor and the
Company, but without restricting or waiving any obligations ofthe Contractor herein contained, the
Contractor shall insure the risks associated with the Services and this Contract with minimum
coverages and limits as set forth below:
1. Worker s Compensation Insurance and Occupational Disease Insurance in accordance with
statutory requirements of the state and/or Federal Regulations (FELA, USL&H, Jones Act) and
Employers' Liability Insurance with limits of not less than:
Bodily Injury by Accident
Bodily Injury by Disease
Bodily Injury by Accident
$500 000 Each Accident
$500 000 Policy Limit
$500 000 Each Employee
covering location of all work places involved in this Contract.
2. The most recently approved ISO Commercial General Liability Insurance policy, or its
equivalent, written on an Occurrence Basis, with limits not less than $1,000 000 per occurrence /
000 000 general aggregate (on a per location and/or per job basis) Bodily Injury and Property
Damage, including the following coverages.
Premises and Operations Coverage
Independent Contractor s Coverage
Contractual Liability
Products and Completed Operations Coverage
Coverage for explosion, collapse, and underground property damage
Broad Form Property Damage Liability
Personal Injury Liability, with the contractual exclusion removed
Sudden and Accidental Pollution Liability, as appropriate
3. The most recently approved ISO Business Automobile Liability Insurance policy, or its
equivalent, covering owned, hired and non-owned vehicles with limits not less than $1 ,000 000 each
accident Bodily Injury and Property Damage combined, including Sudden and Accidental Pollution
Liability, as appropriate.
Relocation Services 2.28.
4. Umbrella Liability Insurance with a minimum limit of $5,000 000 each occurrence /
aggregate where applicable to be excess ofthe coverages and limits required in subsections 1 2 and
4 above. Contractor shall notify Company, if at any time their full umbrella limit is not available
during the term of this Contract, and will purchase additional limits, if requested by Company.
The Contractor shall, on or prior to the date Services commence, deliver to the Company
certificates of insurance evidencing valid coverage in effect as specified in this Contract. All
Workers' Compensation policies shall contain provisions that the insurance companies will have no
right of recovery or subrogation against the Company, its parent, divisions, affiliates, subsidiary
companies, co-lessees, or co-venturers, agents, directors, officers, employees, servants, and insurers,
it being the intention of the parties that the insurance as effected shall protect all parties. All required
insurance policies shall be endorsed to provide that the policy is primary and will not rontribute with
any policy carried by Company.
MidAmerican Energy Holdings Company, its parent, divisions, affiliates, subsidiary
companies, co-lessees, or co-venturers, agents, directors, officers, employees, and servants shall be
named as an additional insured in each of Contractor' s insurance policies, except statutory Workers
Compensation, The Commercial General Liability additional insured endorsement will be ISO Form
CG2010 or its equivalent.
Any and all deductibles in the above-described insurance policies or inadequacy of limits
shall be assumed by, for the account of and at Contractor s sole risk.
All policies providing coverage hereunder shall contain provisions that no cancellation or
material changes in the policies shall become effective except on thirty (30) days' written notice
thereof to the MidAmerican Energy Company Contract Administrator at the Company s office
originating the Contract. Contractor shall not cancel or make any material change in any such
policies without the prior written consent of Company. For those insurance coverages whereby
Company is required to be named as an additional insured, the Contractor shall at any time requested
by the Company prior to or during the term of the Services or this Contract, deliver to the Company
certified copies of any and all insurance policies so requested. Further, should a loss arise after final
acceptance that may give rise to a claim against the Contractor, and/or the Company as additional
insured, the Contractor shall deliver to the Company, or shall cause its insurers or agents to deliver
certified copies of the policies maintained during the term of the. Services or this Contract, if so
requested by the Company.
Should the Contractor or its Subcontractors fail to provide or maintain any ofthe insurance
coverages referred to in this Contract, the Company shall have the right, but no obligation, to provide
or maintain such coverage, or coverage affording equivalent protection, at the Contractor s expense
either by direct charge or set-off.
Company does not represent that the insurance coverages specified herein, whether in scope
of coverage or amounts of coverage, are adequate to protect the obligations ofthe Contractor, and the
Contractor shan be solely responsible for any deficiencies thereof. Nothing in this Section shall be
deemed to limit the Contractor s liability under this Contract.
.,j
Relocation Services 2.-28.
SUBCONTRACTOR'S INSURANCE
Should the Company permit the Contractor to further sublet or subcontract any portion ofthe
Services, the Contractor shall, before permitting any of its Subcontractors to perform any Services at
the site, require each Subcontractor to carry insurance with terms and limits identical to that specified
in this Contract, or provide evidence that such Subcontractors are covered as Named Insureds under
the Contractor s insurance coverages as required in this Contract. Prior to the commencement of
Services by any Subcontractor, the Contractor shall provide to the Company certificates of insurance
evidencing that each Subcontractor carries insurance as required by this Contract, or evidencing that
such Subcontractors are named insureds under the Contractor s insurance coverages. As with the
Contractor s insurance coverage, the Company, its parent, divisions, affiliates, subsidiary companies
co-lessees, or co-venturers, agents, directors, officers, employees and servants shall be named as an
additional insured on any Subcontractor insurance required by this section.
PERFORMANCE AND PAYMENT BONDS
If requested by the Company, the Contractor shall furnish and deliver prior to the
commencement of Services, a Performance and Payment Bond satisfactory to the Company in the
minimum amount of one-hundred percent (100%) of the Contract Sum to cover the faithful
performance of the Contract, all bills, labor, equipment and materials and the payment of all
obligations thereunder. Such bonds shall be written by insurance/surety companies acceptable to the
Company and having a rating equivalent to A.M. Best of "" or better.
PG-11. TERMINATION OF CONTRACT. Should Contractor neglect to perform the services
properly or fail to perform any provision of the Contract, Company, after seven (7) days' written
notice to Contractor, may, without prejudice to any other remedy Company may have, make good the
deficiencies and may deduct the cost thereof from the payment then or thereafter due Contractor or
at Company s option, may notify Contractor and immediately terminate the Contract and take
possession of all materials and documents and finish the services by such means as Company sees
fit, and ifthe unpaid balance ofthe contract price exceeds the expense of finishing the services, such
excess shall be paid to Contractor, but if such expense exceeds the unpaid balance, Contractor shall
pay the difference to Company.
Company shall have the right to terminate this Contract for Company s convenience upon
written notice to Contractor, and Contractor shall terminate performance of services on a schedule
acceptable to Company. In the event oftermination for Company s convenience, Company-shall pay
Contractor for all services performed through date oftermination.
Termination of this Contract by the Company for any reason whatsoever shall not affect any
obligation with respect to Services performed prior to such termination or the indemnity or insuranceprovisions contained herein.
PG-12. SEVERABILITY AND GOVERNING LAW. Each ofthe provisions of this Contract shall
be enforceable independently of any other provision of this Contract and independent of any other
claim or cause of action. In the event of any dispute arising under this Contract, it is agreed between
the parties that the law of the State of Oregon will be given the interpretation, validity and effect of
this Contract without regard to the place of execution or place of performance thereof.
Relocation Services 2.28.
PG-13. ASSIGNMENT AND BENEFIT.Neither the Contract nor any interest therein nor any
claim arising therefrom shall be assigned by Contractor to any person, firm or corporation without
the written consent of Company. Notwithstanding any other terms or provisions to the contrary, no
provision ofthis Contract shall be construed to limit Company s authority or right to assign all of its
authority, rights or obligations under this Contract to any corporation or any other business entity
which is the result of or the survivor of a merger, consolidation or other business combination to
which Company is a party. Nothing herein shall be construed to give any rights or benefits
hereunder to anyone other than the Company and Contractor.
No provision of this Contract shall be construed as limiting Company s right to permit its
parent, divisions, affiliates, subsidiary companies to use or benefit ITom the Services provided in this
Contract. In such situations, use of the term "Company" in this document may include that entity
ordering and benefiting ITom the Services.
PG-14. SUCCESSORS Company and Contractor each binds itself and its partners, successors
executors, administrators, assigns and legal representatives to the other party to this Contract and to
the partners, successors, executors, administrators, assigns, and legal representatives of such other
party, in respect to all covenants, contracts, and obligations of this Contract.
PG-15. FOREIGN CORPORATIONS . If Contractor is a corporation organized under the laws of
any state other than the State ofIowa, it shall furnish Company with a certified copy of its permit to
transact business in Iowa prior to commencing Services under the Contract.
PG-16. WAGE AND LABOR LAWS Contractor shall comply with all federal, state, and
municipal laws and ordinances and all wage and labor laws and regulations thereunder, and shall
indemnify and hold harmless Company from any violation thereof by Contractor or any
subcontractor, including failure to withhold from wages or salaries of employees under state or
federal tax laws, and nonpayment of any contributions or assessments under any unemployment or
social security law based on employment in the course of performance of this Contract.
PG-17. EQUAL OPPORTUNITY (FAR 52.222-26)
During the performance of this Contract, the Contractor agrees as follows:I. The Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex or national origin. The Contractor will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex or national origin. Such action shall include, but not be
limited to the following: Employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of payor other forms of compensation, and selection for
training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the government contracting
officer setting forth the provisions of this non-discrimination clause.
2. As required by law, the Contractor will in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex or national origin.
Relocation Services 2.28.
3. The Contractor will send to each labor union or representative ofworkers with which it has a
collective bargaining agreement or other contract or understanding, a notice, to be provided by the
agency contracting officer, advising the labor union or workers' representative ofthe Contractor
commitments under Section 202 ofExecutiv.e Order 11246, as amended, and shall post copies ofthe
notice in conspicuous places available to employees and applicants for employment.4. The Contractor will comply with all provisions of Executive Order 11246, as amended, and
of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Contractor will furnish all information and reports required by Executive Order 11246
as amended, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto
and will permit access to its books, records, and accounts by the contracting agency and the Secretary
of Labor, for purposes of investigation to ascertain compliance with such rules, regulations and
orders.
6. Pursuant to the Vietnam Veterans Readjustment Act of 1972 , (41 CFR 60-250), as amended,
the Contractor will not discriminate against any employee or applicant for employment because he
she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the
employee or applicant for employment is qualified. The Contractor agrees to take affirmative action
to employ, advance in employment and otherwise treat qualified disabled veterans and veterans of
the Vietnam era without discrimination based upon their disability or veterans status in all
employment practices such as the following: Employment upgrading, demotion or transfer
recruitment, advertising~layoff or termination, rates of payor other forms of compensation, and
selection for training, including apprenticeship. The Contractor agrees that all suitable employment
openings ofthe Contractor which exist at the time of the execution ofthis Contract and those which
occur during the performance of this Contract, including those not generated by this Contract and
including those occurring at an establishment of the Contractor other than the one wherein the
Contract is being performed but excluding those of independently operated corporate affiliates, shall
be listed at an appropriate local office ofthe State employment service system wherein the opening
occurs. The Contractor further agrees to provide such reports to such local office regarding
employment openings and hires as may be required. The provisions of 41 CFR 60-250.5(A) are
incorporated by reference herein.
7. Pursuant to Section 503 of the Rehabilitation Act of 1973, the Contractor will not
discriminate against any employee or applicant for employment because of physical or mental
handicap in regard to any position for which the employee or applicant for employment is qualified.
The Contractor agrees to take affirmative action to employ, advance in employment and otherwise
treat qualified handicapped individuals without discrimination based upon their physical or mental
handicap in all employment practices such as the following: Employment, upgrading, demotion or
transfer, recruitment, advertising, layoff or termination, rates of payor other forms ofcompensation
and selection for training, including apprenticeship. The provisions of 41 CFR 60- 741.5(A) are
incorporated by reference herein.
8. In the event of the Contractor s noncompliance with the nondiscrimination clauses of this
Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further
government contracts or sanctioned in accordance with procedures authorized in Executive Order
11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor on Equal
Employment Opportunity, or as otherwise provided by law.
Relocation Services 2.28.
9. The Contractor will include the provisions of subsections 1 through 9 in every subcontract or
Purchase Order unless exempted by rules, regulations or orders of the Secretary of Labor issued
pursuant to Section 204 of Executive Order 11246 of September 24, 1965 , so that such provisions
will be binding upon each subcontractor or vendor. The Contractor will take such action with
respect to any subcontract or Purchase Order as the contracting agency may direct as a means of
enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the
event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the contracting agency, the Contractor may request the
United States to enter into such litigation to protect the interest ofthe United States.
CERTIFICATION OF NON-SEGREGATED FACILITIES (FAR 52.222-21)
The Contractor certifies that it does not maintain or provide for its employees any segregated
facilities at any of its establishments, and that it does not permit its employees to perform their
services at any location, under its control, where segregated facilities are maintained. It certifies
further that it will not maintain or provide for its employees any segregated facilities at any of its
establishments, and that it will not permit its employees to perform their services at any location
under its control, where segregated facilities are maintained. The Contractor agrees that a breach of
this certification is a violation of the Equal Opportunity Clause. As used in this certification, the
term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms
restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas
parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees which are segregated by explicit direction or are in fact segregated
on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. It
further agrees that (except where it has obtained identical certifications from proposed subcontractors
for specific time periods) it will obtain identical certifications from proposed subcontractors prior to
the award of subcontractors exceeding $ 10 000 which are not exempt from the provisions of the
Equal Opportunity Clause; that it will retain such certifications in its files.
REVISED REPORTS
Ifthis Contract is in the amount of $50 000 or more and ifthe Contractor has fifty (50) or
more employees and if not exempted from the requirements contained in subsections 1 and 2 below
by any rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of
Executive Order 11246 of September 24, 1965, then the Contractor agrees to the provisions
contained in both subsections 1 and 2 below.
1. Reporting ReQuirements. The Contractor agrees to file with the appropriate federal agency a
complete and accurate report on Standard Form 100 (EEO-l) within thirty (30) days after the
acceptance ofthis Contract (unless such a report has been filed in the last 12 months), and agrees to
continue to file such reports annually, on or before March 31. (41 CFR 60-7).
2. Written Affirmative Action Pro.gram. The Contractor agrees to develop and maintain a
current written affirmative action compliance program for each of its establishments in accordance
with the regulations of the Secretary of Labor promulgated under Executive Order 11246, as
amended. (FAR 22.804-1) (41 CFR 60-1.40).
Relocation Services 2.28..Q7
UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL BUSINESS CONCERNS
OWNED AND CONTROLLED BY SOClALL Y AND ECONOMICALLY DISADV ANT AGED
INDNIDUALS (FAR 52.219-, 19.708(a))
The Contractor shall comply with Executive Order No. 12432, dated July 14, 1983, as
amended, if applicable, which promotes Small Business and Disadvantaged Small Business concerns
as follows:
1. It is the policy of the United States that small business concerns owned and controlled by
socially and economically disadvantaged individuals, as well as service disabled veteran owned
small business concems, veteran owned small business concerns, women owned small business
concerns, and HUB zone small business concerns shall have the maximum practicable opportunity to
participate in the performance of contracts let by any company that has contracts with any Federal
agency.
2. The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the
fullest extent consistent with the efficient performance of this contract. 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.
3. 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:
a. Which is at least 51 per centum owned by one or more socially and economically
disadvantaged individuals; or, in the case of any publicly owned business, at least 51 per centum
of the stock of which is owned by one or more socially and economically disadvantagedindividuals; and b. Whose management and daily business operations are controlled by one or more of
such individuals.
Additional definitions may be found at FAR 52.219-
4. 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 concern owned and
controlled by socially and economically disadvantaged individuals.
5. The Contractor, unless it is a small business concern, shall include the clause entitled
Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by
Socially and Economically Disadvantaged Individuals" in all subcontracts exceeding the simplified
acquisition threshold which offer further subcontracting opportunities.
6. All provisions of this Section shall apply to subcontractors except as noted in Executive
Order No. 12432 when subcontracts are less than the simplified acquisition threshold -or when the
Contractor is a small business concern.
Relocation Services 2,28.
7. Where required, the Contractor shall submit to Company Standard Form 294, Subcontracting
Report for Individual Contracts, and Standard Form 295, Summary Subcontract Report. (FAR
19.704)
NOTICE TO EMPLOYEES
If the value of the goods/services exceeds $100,000, Contractor agrees to comply with the
provisions of29 CFR Part 470 "Obligations of Federal Contractors and Subcontractors; Notice of
Employee Rights Concerning Payment of Union Dues or Fees.
PG-18. CRIMINAL BACKGROUND CHECK. IDENTITY VERIFICAnON AND RELATED
SCREENING. Ifrequested by the Company, the Contractor shall conduct, at Contractor s cost and
expense, criminal background checks for the current and past counties of residence on all employees
agents, subcontractors or independent contractors and the employees, agents or representatives of
subcontractors or independent contractors, that have electronic or physical access to Work or
Company facilities. At a minimum, a social security number verification and seven-year criminal
background check, including felony or misdemeanor convictions involving: (a) violence to
persons/property; (b) theft/fraud; (c) drug/alcohol; or Cd) traffic/other are required. Employment
history, education verification, and professional certifications may also be required by the Company.
All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any.
Contractor shall not allow persons who have not met the Company s criteria-to--perform Work, unless
Contractor has received assent from Company. Contractor shall supply a certification that meets
Company's criteria for each Contractor employee, agent or representative and for employees, agents
or representatives of any subcontractor or independent contractor employed by Contractor.
Contractor shall ensure that employees, agents, subcontractors or independent contractors and the
employees of subcontractors or independent contractors sign an appropriate authorization form prior
to criminal background checks being conducted, acknowledging the background check is being
conducted and authorizing the information obtained to be provided to Company.
Contractor shall have and ensure compliance with a substance abuse/drug and alcohol policy
that complies with all applicable federal, state and/or local statutes or regulations.
Contractor shall ensure DOT compliance, including but not limited to valid drivers license
equipment inspections, hours of service and all appropriate documentation.
Contractor warrants that Contractor, its employees, agents, subcontractors or independent
contractors and the employees of subcontractors or independent contractors have met the Company
criteria or received assent from the Company and are incompliance with Contractor s substance
abuse/drug and alcohol policy.
It is understood and agreed that Company may review Contractor s policies, background
checks and related documentation upon request, subject to applicable federal, state and/or local
statutes or regulations. Company may also request that Contractor provide an ongoing and updated
list of persons that have been denied access to Company Work.
. '
Relocation Services 2.28.
PO.1"9.. ;l'OSlNESS Bl'HlCS.tQn~. hs eJnpJDJteS. a~, !Zprcs:c:n'Wives wd. sobc:~~tB
aluIUat 31Uimes maiDtail1 \bc:i!i~ eU1jpal stancbn'dsHGd~'VoIAcanf1ictB ofinteteBttn tbeconaUC\
ofWorlc for the Com-p.anJ.
PO-20. rJ)N1'R.AkI- The PJ'O"bdQJVi f,JOnrsinM m this C'.bAtract (:lITl6tit\JIC the en~
a,grcMMl\t betw~n the Cod~and tilt Compaii,. 'Ris unMrstaod ~~gp:ed bcTwccnmopamcs
mat dorirl.& the ta'm 1:~ Coo.'tta'Ct is ;n. offect Company ill not bo\md by any represeB~,
. stlXtCnJ,'elJU, te.mw, u.,d.eJ.-st:mdUrp or ~=mente 1h~ JW'L spdfjc~ set fQLtb witltin 1bi.cJ
Contract. This Cun1.:l'uat !.'ba11 be dfective and bmdiag when ItJttlCut.ed br t1 d\l1y Q,ULhOlUi:X1
rcprcscntlri'Vc of both
PG.'2J. SURVlV 'remijuw.o.n of tbis etmtca'CI by eitl1erpsrly for rmy reasolJ whal$Oevet shell
nrt effect !anY obligation of the Parttes with ms~~t tc SCl'tices 4ft' nmlnLfinanc:e pedel1:JIJt:d prior to
~uch ~jMJion. w the ittd~m:nity. ~'9nfi~Allty or in~ provisiorus cl:1nlld0f4 hcn:m.
PO~22- mM. 'The of 1I11s Co.ntnlGt ~1 bagtn OIJ the ett~~ date wri11eo atrove :md
~tinue from lUonth-UHDonth. Tbe CMtrt1cl may be ~~.by .a 'Patti by written notioe to the:
other (je1i."~~llt least tbirtyOQ, days pDor to the prQpOsed.dat9 of tenmQaUon or in uccutdance
with other ~js1ons of tbiI!o Coo1:Eact.
IN W1TKF.5S WnaRROP', ~ne 1"Ttie~ ~tc:l hitvc.
~~
this CantrICt as nf the ~t6 first
above Written.
PACIPK'.DRP CONTRAcro'R
By: oJ
~~~ ~~
t.Pf:~a.VV'iM~(1
Title:. I 11 :1 j,
ny.
1J~
~~
Nome Ia.Printed; !1( A,."I Le (Jr f5 .y
//)~
ItJ 0; -.VJ tJ) pres.. j J" 11-1-
Relocation SoMi;CS \,I~8.