ARCHITECTURAL AND ENGINEERING DESIGN SERVICES AND DESIGN SERVICES DURING CONSTRUCTION AGREEMENT BETWEEN CITY OF LOS ANGELES AND

Transcription

1 CONTRACT NO. C-[ NUMBER] C-VOlo^sT) ARCHITECTURAL AND ENGINEERING DESIGN SERVICES AND DESIGN SERVICES DURING CONSTRUCTION AGREEMENT BETWEEN CITY OF LOS ANGELES AND DMJM DESIGN/ROTH+SHEPPARD JOINT VENTURE FOR THE LOS ANGELES POLICE DEPARTMENT NEW HEADQUARTERS FACILITY

2 TABLE OF CONTENTS ARTICLE 1- SECTION HEADINGS... 2 ARTICLE 2- DEFINITIONS... 3 ARTICLE 3- PROJECT DESCRIPTION... 6 ARTICLE 4- RESPONSIBILITIES OF AND TASKS TO BE PERFORMED BY THE CONSULTANT... 8 ARTICLE 5- KEY CONSULTANT PERSONNEL ARTICLE 6- RESPONSIBILITIES OF AND TASKS TO BE PERFORMED BY THE CITY ARTICLE 7- TERM OF AGREEMENT ARTICLE 8- TERMINATION ARTICLE 9- SUBCONTRACT APPROVAL ARTICLE 10- COMPENSATION. INVOICING, AND PAYMENT ARTICLE 11 - AMENDMENTS. CHANGES OR MODIFICATIONS ARTICLE 12 - INDEMNIFICATION AND INSURANCE ARTICLE 13 - INDEPENDENT CONTRACTORS ARTICLE 14-WARRANTY AND RESPONSIBILITY OF CONSULTANT ARTICLE 15 - OWNERSHIP OF DATA ARTICLE 16 - NONDISCRIMINATION AND AFFIRMATIVE ACTION ARTICLE 17 - MINORITY. WOMEN AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM ARTICLE 18 - SUCCESSORS AND ASSIGNS... 54

3 ARTICLE 19 - CONTACT PERSONS - PROPER ADDRESSES - NOTIFICATION ARTICLE 20 - FORCE MAJEURE...55 ARTICLE 21 - SEVERABILITY ARTICLE 22 - DISPUTES...56 ARTICLE 23 - ENTIRE AGREEMENT ARTICLE 24 - APPLICABLE LAW. INTERPRETATION AND ENFORCEMENT 56 ARTICLE 25 - LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED ARTICLE 26 - BONDS...57 ARTICLE 27 - CHILD SUPPORT ASSIGNMENT ORDERS ARTICLE 28 - COMPLIANCE WITH YEAR ARTICLE 29 - SERVICE CONTRACTOR WOKER RETENTION ORDINANCE AND LIVING WAGE ORDINANCE ARTICLE 30 - AMERICANS WITH DISABLITIES ACT ARTICLE 31 - EQUAL BENEFITS ORDINANCE ARTICLE 32-WAIVER ARTICLE 33 - PROHIBITION AGAINST ASSIGNMENT OR DELEGATION ARTICLE 34-PERMITS ARTICLE 35 - CLAIMS FOR LABOR AND MATERIALS, ARTICLE 36 - DISCOUNTS ARTICLE 37 - CONTRACTOR RESPONSIBILITY ORDINANCE... 66

4 EXHIBITS EXHIBIT A - PROJECT SCHEDULE (SAMPLE BAR CHART) EXHIBIT B PROJECT SERVICES HOURLY FEE SCHEDULE EXHIBIT C MBE/WBE/ QBE UTILIZATION PROFILE EXHIBIT D - INSURANCE REQUIREMENTS EXHIBIT E -CERTIFICATION OF COMPLIANCE WITH CHILD SUPPORT OBLIGATIONS EXHIBIT F - SERVICE CONTRACT WORKERS RETENTION ORDINANCE AND LIVING WAGE ORDINANCE-DECLARATION OF COMPLIANCE EXHIBIT G - CERTIFICATION REGARDING AMERICANS WITH DISABILITIES ACT EXHIBIT H - CERTIFICATION REGARDING COMPLIANCE WITH EQUAL BENEFITS ORDINANCE

5 ( AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES This Agreement is made and entered into by and between the CITY OF LOS ANGELES, California, a municipal corporation acting by order of and through its Board of Public Works, hereinafter referred to as the "CITY", and DMJM Design/Roth + Sheppard Joint Venture, hereinafter referred to as the "CONSULTANT", and is set forth as follows: WITNESSETH WHEREAS, CITY has a need for architectural and engineering design services and design services during construction for the new Los Angeles Police Headquarters Facility project; and WHEREAS, nine (9) firms responded to the Request for Qualification (RFQ) dated March 25, 2003; and WHEREAS, DMJM Design/Roth + Sheppard Joint Venture was selected to be the most qualified by city staff based on the evaluation criteria set forth in the RFQ; and perform said services; and WHEREAS, the CONSULTANT has demonstrated qualifications to - 1 -

6 WHEREAS, the CONSULTANT meets the State requirements to perform professional architectural and engineering work as required in the Professional Architects Act and Professional Engineers Act; and WHEREAS, services to be provided by CONSULTANT are of an expert and technical nature and are temporary and occasional in character; and WHEREAS, CITY desires to retain CONSULTANT to provide the required architectural, engineering, and technical services in connection with the Project as outlined herein; NOW, THEREFORE, in consideration of the promises, covenants, and agreements hereinafter set forth, the parties hereby agree as follows: ARTICLE 1 - SECTION HEADINGS AND CONSTRUCTION OF PROVISIONS AND TITLES HEREIN All titles, subtitles, and/or section headings appearing herein have been inserted for convenience and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning, intent or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against the CITY or the CONSULTANT. The singular shall include the plural; if there shall be more than one CONSULTANT herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several; use of the feminine, masculine, or neuter genders shall be deemed to include. -2-

7 the genders not used. The number of original texts of this Agreement shall be equal to the number of the parties hereto, one text being retained by each party. ARTICLE 2 - DEFINITIONS It is understood that the following words and phrases are used herein; each shall have the meaning set forth opposite the same: A/E BOARD BUILDING DESIGN PROGRAM BUILDING INSPECTOR BUREAU CADD CITY CITY ENGINEER CONSTRUCTION DOCUMENTS CONTRACTOR COST OF CONSTRUCTION Architectural/Engineering Consultant(s) The Board of Public Works of the City of Los Angeles. Data indicating space, personnel requirements, and functional relationships; list of all required functions, proposed construction budget and any other pertinent data needed for the design of the PROJECT. Also called the B&S Inspector; authorized representative from the Department of Building & Safety. Bureau of Engineering, Department of Public Works, CITY of Los Angeles. Computer- Aided Design and Drafting The City of Los Angeles, Board of Public Works or its subordinate bureaus. Representative of the Board. The complete detail drawings, specifications, notices and addenda, based on the approved Design Development Plans The Construction Company associated with the CITY performing the work or improvements designed by the CONSULTANT. The estimated cost of construction of the PROJECT at mid-point of construction, including all costs, -3-

8 exclusive of the following: CONSULTANT S fee stipulated in this AGREEMENT, Bureau of Engineering costs, cost of Artwork, cost of soil test, inspection cost, cost of material tests, cost of site survey, CITY Building Permit and other plan checking fees, advertising costs and cost of furniture and equipment not included in the Construction Contract. CULTURAL AFFAIRS DESIGN DEVELOPMENT PLANS DESIGN SERVICES ENGINEERING COST INDEX EXHIBITS ITA INSPECTOR LAFD LAPD LUMP SUM PAYMENT MBE/WBE/OBE METRO JAIL PROJECT The Department of Cultural Affairs, which includes the Cultural Affairs Commission, Cultural Heritage Commission and the Public Art Committee. Drawings indicating floor plans and elevations outline specifications, estimate and color perspective renderings and photographs based on approved Schematic Design. All services to be provided by the CONSULTANT and its subconsultants specified in this AGREEMENT Construction Cost Index, or Building Construction Index for the City of Los Angeles as applicable and published in the Engineering News Record by the McGraw-Hill Publishing Company of New York. Attachments to this Agreement Refers to the Information Technology Agency; Advises, maintains and installs the City s data and communication technology. Refers to the Inspector of Public Works; Authorized Representative of the Director, Bureau of Contract Administration Los Angeles Fire Department Los Angeles Police Department Payment for delivery of completed services of a stipulated scope of work. Minority/Women/Other Business Enterprise. The construction of improvements to be designed by HOK in Association with Tetra Design, which is -4-

9 funded by Proposition Q. The Metro Jail project consists of a new Type 1,512-bed Central Jail facility of approximately 179,000 square feet with required parking. The facility will also include LAPD s Property Division. PRELIMINARY DESIGN DOCUMENTS PROGRAM MANAGER PROJECT PROJECT ARCHITECT PROJECT ENGINEER PROJECT MANAGER PROJECT SITE PROPOSITON Q AND F REHABILITATION Drawings and written design summary based on building program analysis The Representative of the City Engineer The construction of improvements to be designed by the CONSULTANT as described in Article 3; also called New Police Headquarters Facility Project. The technical architect assigned to the PROJECT. The technical engineer assigned to the PROJECT. The designated person responsible for the tracking and monitoring of the scope, budget and schedule of the PROJECT. The new Police Headquarters Facility will be located on City property bounded by First Street, Alameda Street, Temple Street and Vignes Street OR City property bounded by First Street, Los Angeles Street, Temple Street and Judge John Aiso Street. Bond Programs passed by the voters of the City of Los Angeles which fund several Public Safety projects occupied by the LAPD and LAFD that may be co-located with the new Police Headquarters Facility. These projects are managed by the City Engineer. The act or process of returning a property to a state of utility through repair or alteration which makes possible an efficient contemporary use while preserving those portions or features of the property which are significant to its historic, architectural and cultural values. SPACE NEEDS ASSESSMENT A study of the amount of space or area needed by a particular entity; the Space Needs Assessment Report for this project is prepared by Rothenberg Sawasy Architects, Inc. and it shall include charts showing the space requirements for the LAPD

10 proposed to occupy the new Police Headquarters Facility. SCHEMATIC DESIGN USING AGENCY Schematic Drawings and Massing Model based on the approved Design Program and/or Preliminary Design for the project. The Los Angeles Police Department who will occupy and operate the facilities of the completed PROJECT. ARTICLE 3 - PROJECT DESCRIPTION 3.1 The Project involves the design and construction of a new Police Headquarters Facility, with a not to exceed gross area of 500,000 square feet and underground parking, a facility for the Occupational Health & Services Division with a gross area of approximately 30,000 square feet, and two separate parking structures of approximately 600 to 1,000 cars for public parking and 1,200 cars for personnel parking respectively, to be located on City-owned property in the downtown Metro area. The floor area ratio must be set to provide maximum efficiency for Police activities. The new structure will house LAPD operations on a 24/7 schedule. The new structure will contain the following elements: administration offices and related support areas, police commission offices and meeting rooms, detective s area and space to house other police activities, Auditorium, Childcare facility, food services, public lobby, media room and a helipad. The security of portions of this facility is a primary design concern. It is anticipated that the building will be designed to consider and minimize effects of bomb-blasts and may require bullet-resistance in certain areas. The building shall be designed as a non-essential facility. 3.2 The project may contain certain jail activities due to its relationship with the Metro -6-

11 Jail, but will not contain Emergency Operations or Police Dispatch functions. Also, the main crime laboratory for LAPD will not be located in this facility although it will likely contain some laboratory facilities. The Space Needs Assessment and Site Design Guidelines are being prepared by other consultants and not part of this scope. 3.3 The Police Headquarters Facility may be co-located with other Proposition Q and F Facilities, currently in design by other A/E firms, Occupational Health & Services Division, and limited core and shell retail. 3.4 The general scope of work is as follows: It is intended that the CONSULTANT prepare design and construction contract documents to build the facility, including all furniture, security system, and data and telecommunication backbone with a not-to-exceed cost of construction of approximately $165,000,000, as shown on the cost assumption chart below in Article The construction cost of the 600 to 1,000 cars for public parking is not included in the $165,000,000 not-toexceed cost of construction but the design is part of the CONSULTANT S scope of work in this contract Proposition Q & F facilities designed by others to be located on the site will proportionately share in the construction costs of offsite utilities, site improvements, parking and the central plant, if any. These costs are not included in the not-to-exceed cost of construction of $165,000,000 shown in Article but the design is part of the CONSULTANT S scope of work in this contract. -7-

12 i' The CONSULTANT shall prepare space plans and tenant improvement construction documents for a Special Investigations Division of approximately 30,000 to 50,000 square feet for approximately 120 personnel in an existing space in the Piper Tech Building. The cost of construction for this work is not included in the $165,000,000 in Article above Cost of Construction breakdown: Police Headquarters Facility: Cost of Construction New Police Administration Building $ 106,500,000 Furniture (Based on 2,000 Employees) $ 14,000,000 Central Plant (if any), Personnel Parking, Off-site/On-site Improvement and OHSD _$ 44,500,000 Total: $ 165,000,000 ARTICLE 4 - RESPONSIBILITIES OF AND TASKS TO BE PERFORMED BY THE CONSULTANT 4.1 CONSULTANT shall perform the services described in Article 4.4. CONSULTANT shall perform such work with a degree of skill and diligence normally employed by professional architects, engineers or consultants performing the same or similar services. 4.2 CONSULTANT shall provide corrective services without charge to the CITY for services, which fail to meet the above standards, and which are reported to CONSULTANT in writing within sixty days of discovery. The CONSULTANT shall also provide re-design and/or value engineering work with no cost to CITY should the estimated cost of construction of CONSULTANT S completed work -8-

13 result beyond the limit stipulated in Article 3 pursuant to Article 4.4 Part F. Should the CONSULTANT fail or refuse to perform promptly its obligations under this warranty, the CITY may render or undertake the performance thereof and the CONSULTANT shall be liable for any expenses thereby incurred. 4.3 Maintenance of Records CONSULTANT shall maintain complete and accurate records with respect to all costs incurred under this Agreement, including the records supporting the cost proposals used to enter into this Agreement with CITY. All of the aforementioned records shall be maintained on an industry recognized accounting basis and shall be clearly identifiable. CONSULTANT shall make available to the representative of CITY all of such books and records, and the right to examine and audit the same, and to make transcripts or copies therefrom. CONSULTANT shall maintain and allow inspection of all said books and records, including, but not limited to work data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. CONSULTANT shall maintain said records in a manner, which will indicate actual time and allowable costs with respect to all work performed hereunder as required by CITY. 4.4 Scope of Services The CONSULTANT shall provide complete architectural and engineering services in accordance with and as specifically described in this section for the New Police Headquarters Facility and provide sufficient staffing and expertise to -9-

14 complete the project in accordance with Exhibit A. PART A - BUILDING DESIGN PROGRAM AND PRELIMINARY DESIGN PHASE: A.1. The CONSULTANT after Notice to Proceed" shall meet with the Using Agency. A.2. The CONSULTANT shall provide a minimum of four design workshops with the Using Agency. A.3. The CONSULTANT, using the Space Needs Assessment furnished by CITY, and from CONSULTANT S own research, shall present to the City Engineer its proposed analysis and direction for the design of this PROJECT. The CONSULTANT shall refine the project goals and the design concept, then present to the City Engineer and the USING AGENCY its proposed analysis and direction for the design of the PROJECT. A.4. The CONSULTANT shall perform research on zoning requirements, easements, adjacent structures, parking requirements, highway dedications, setbacks and building lines and other requirements pertaining to building design. A.5. The CONSULTANT shall perform analysis of requirements and proposed uses of the PROJECT by the LAPD, computation of required floor areas, parking, setbacks, and other areas necessary to the proposed uses. Analysis of the site, such as climatic conditions, soil conditions, solar access, neighboring environment, traffic and pedestrian patterns shall also

15 be provided and reflected in the systems designed to minimize energy consumption and maximize both resource conservation and the health of the built environment. A.6. The CONSULTANT shall review project scope, budget and schedule and develop concepts and prepare a complete Building Design Program accordingly. A.7. The CONSULTANT shall coordinate Programming and Preliminary Design activities with the Proposition Q and F design consultants and incorporate Proposition Q and F project concepts with the PROJECT. The CITY shall cause same of the Proposition Q and F design Consultants. A.8. CONSULTANT will submit the six (6) sets of the Building Design Program Document as the deliverable for this phase for review, comment and approval by the City Engineer. This Document must include a narrative which includes a general description of the architecture, design concepts, and site analysis as well as the systems planned for the building; tabulated program spaces and areas; description of the program spaces and areas; site plan; user, visitor and vehicular flow diagrams; adjacency diagrams; space block diagrams; preliminary floor plans, sections and elevations in sketch form; preliminary construction cost estimate; and project schedule. A.9. After obtaining the approval for the Preliminary Design, the CONSULTANT will be authorized to continue the Project and perform the services specifically described below. Should the CONSULTANT not obtain approval after three (3) re-submittals, the CITY retains the option to

16 terminate this Agreement. PART B - SCHEMATIC DESIGN PHASE: B.1. The CONSULTANT, using the Building Design Program and Preliminary Design approved by the CITY in Part A and from CONSULTANT S own research, shall present to the City Engineer its proposed analysis and direction for the design of this PROJECT. B.2. The CONSULTANT shall perform research on zoning requirements, easements, adjacent structures, highway dedications, setbacks and building lines and other requirements pertaining to building design. The CONSULTANT shall review ADA or other access to the project site as part of this Agreement. The above information shall be included in the title page of each set of drawings. B.3. Based upon the approved Building Design Program and Preliminary Design and upon receipt of written Notice to Proceed from the CITY, the CONSULTANT shall prepare and present at least three (3) alternative design schemes. These schemes must include LEED Certified Level requirements as well as integration with the other Proposition Q and F projects. The presentation materials shall consist of a site plan and floor plan, sections, elevations and a narrative of each of the three (3) alternative schemes. The CITY may select one (1) preferred scheme or a combination of schemes for further development in the Schematic Design Phase. B.4. The CONSULTANT shall provide analysis of the preferred scheme that -12-

17 evaluates the sustainability merits of each solution. Energy efficiency, indoor air and environmental quality, preliminary material selection and construction practice strategies shall be identified as well as an analysis of the implications to the building form, the construction costs, and the maintenance costs. B.5. The CONSULTANT shall prepare drawings indicating plot plans, floor plans and drawings illustrating elevations, sections, and construction with a preliminary list of materials proposed which, where appropriate and feasible, contain recycled materials. The drawings shall include the building summary and occupancy separation. All plans must include a north arrow. The north arrow should be oriented to the top of the sheet or to the left when up is not feasible. B.6. The CONSULTANT shall prepare a systems description indicating construction concepts and materials used including structural, mechanical, electrical, data and telecommunications, and security systems. B.7. The CONSULTANT shall prepare and submit a statement of probable construction cost for Schematic Design. Statement of probable construction cost shall be based upon the Construction Specification Institute (CSI) Format. The CONSULTANT shall use a subconsultant that specializes in construction cost estimating to prepare the cost estimates. The Statement of Probable Construction Cost may contain a design contingency of up to 15% to allow for aspects of the PROJECT not yet defined. B.8. The CONSULTANT shall provide a Study Massing Model of the -13-

18 PROJECT on the site at an approved scale appropriately sited and showing the building, circulation into and around the building, landscape and hardscape areas. B.9. The CONSULTANT shall provide all information required for review by Government authorities having jurisdiction over this PROJECT. B.10. The CONSULTANT shall prepare additional drawings as required to illustrate interior treatment, interior fixtures, colors, and overall effect and landscape treatment related to interior public areas. B.11. The CONSULTANT, based upon the selected concept and with the required Schematic drawings as described in above paragraphs, shall submit the following for review, comment and approval by the City Engineer, and the LAPD on the Schematic Design Phase due date: 1) One (1) reproducible and five (5) sets of black line prints of Schematic Design 2) Six (6) copies of Systems Description 3) Six (6) copies of Construction Cost Estimate 4) Six (6) copies of written documentation and design summary describing energy efficiency systems and all sustainability issues addressed in the design, using the LEED (Leadership in Energy and Environmental Design) format. 5) One (1) Study Massing Model 6) One (1) electronic copy on a CD of Items 1 through 4 above. B.12. The CONSULTANT shall execute no more than one (1) presentation of the Schematic Design Drawings and the massing model to each of the -14-

19 following: Community, Oversight Committee, the LAPD Commission, and the Cultural Affairs Commission. Presentations to the Community and the LAPD Commission will be as scheduled by the LAPD. B.13. The CONSULTANT shall revise the SCHEMATIC DESIGN implementing all City s reasonable comments until approved by the City Engineer and the LAPD. If after the third submittal of the SCHEMATIC DESIGN as described in paragraphs B.1 through B.15 inclusive, it is the opinion of the City Engineer that the SCHEMATIC DESIGN does not meet the PROGRAM requirements; the City Engineer may suspend the services of the CONSULTANT. At which time, there shall be due and payable to the CONSULTANT, a mutually agreed lump sum settlement for the SCHEMATIC DESIGN PHASE and termination proceeding will commence. B.14. After approval of the Schematic Design by the City Engineer, the CONSULTANT shall submit to Department of Building & Safety, the Planning Department, the Fire Department, the State of California Board of Corrections, and all other Government Agencies having jurisdiction over the PROJECT for a preliminary plan review for code compliance. B.15. Upon completion of the CONSULTANT S services under Article 4.4, Part B, the City Engineer may require the CONSULTANT to provide additional studies, analysis, and alternate schemes. Payment to the CONSULTANT for additional services beyond the scope of the work shall be negotiated between the City Engineer and the CONSULTANT and shall be compensated as per Article 11 of this AGREEMENT

20 PART C - DESIGN DEVELOPMENT PHASE: C.1. Upon approval of the Schematic Design Phase by the City Engineer, the CONSULTANT will be authorized in writing to proceed with the Design Development Phase. The CONSULTANT shall coordinate Design Development with the Proposition Q and F projects. The CITY shall cause same of the Proposition Q and F design consultants. C.2. The CONSULTANT shall provide drawings based on the approved Schematic Design, but illustrating in greater detail than the Schematic Design Phase, floor area relationships, the various requirements of different occupancies, elevations, sections, architectural, civil, structural, mechanical, electrical, data, telecommunication, landscaping, fire/life safety, security requirements, and other design aspects. The Design Development Phase shall include sufficient details, all matters which will materially affect the cost of the PROJECT and all essential operational requirements of the LAPD based on the approved Schematic Design and all modifications requested by the City Engineer. C.3. Preliminary Specifications for the PROJECT shall be furnished to the City Engineer with the Design Development Plans for review, modification, and approval. Using the City s Standard Specifications as a guide, the Specifications shall be arranged in the Construction Specification Institute (CSI) Format. Preliminary Specifications shall be typewritten double-spaced on two sides of 8-1/2" x 11" bond paper. Structural, mechanical, plumbing and electrical calculations shall be furnished to the City Engineer with the plans for review, modification, and approval. -16-

21 C.4. The CONSULTANT shall prepare and submit a Construction Cost Estimate for the PROJECT indicating quantity and unit cost using the CSI Format. The CONSULTANT shall use a subconsultant that specializes in construction cost estimating to prepare the cost estimates. C.5. The CONSULTANT shall provide a 20" x 30" colored Perspective Rendering of the PROJECT in such form as the City Engineer may direct. The perspective shall first be done in pencil or computer generated line work and delivered to the Bureau of Engineering for approval prior to completion of rendering. C.6. The CONSULTANT shall furnish floor plans, elevations, transverse and longitudinal sections (scale l/4"=t-0" minimum) of the proposed project rendered with colors in accordance with the schedule of interior and exterior finishes and materials, mounted on illustration board for presentation to the City Engineer and the LAPD. C.7. The CONSULTANT shall furnish interior and exterior material sample boards, mounted on 1/4" thick foam core boards or other similar material. The material samples shall be of adequate size to indicate texture and color. C.8. Submission and revision of the Plans and Preliminary Specifications must comply with the "Architectural Division Consultant Guide" and the approved Schematic Documents as determined and approved by the City Engineer. C.9. The CONSULTANT shall provide additional drawings, as required, illustrating interior and exterior treatment, interior and exterior fixtures, -17-

22 overall effect and landscape treatment. C.10. Submittal of the following for review, comment and approval by the City Engineer, the LAPD, and the Cultural Affairs Commission, on the Design Development due date: 1) One (1) reproducible and five (5) sets of black line prints of Design Development Drawings. 2) Six (6) copies of Preliminary Specifications 3) Six (6) copies of the Construction Cost Estimate. 4) Two (2) copies of the mechanical, plumbing, electrical and structural calculations. 5) Six (6) copies of written documentation and design summary describing all energy efficiency systems and sustainability issues addressed in the design development documents, using the LEED format. 6) Two (2) sets of all interior and exterior material samples mounted on illustration boards or other similar material. The material samples shall be of adequate size indicating texture and color. 7) Two (2) copies of Architectural Perspective Renderings: a. Approximately four (4) perspective views each rendered in color mounted on minimum 20 x 30" foam board. b. One (1) set of colored plans, elevations and sections mounted on minimum 20 x 30 foam board. 8) Two (2) sets of electronic copies of Items 1,2,3, 7a, and 7b above placed on CDs -18-

23 C.11. The CONSULTANT shall conduct one (1) presentation of the Design Development drawings, renderings, model, and material samples to each of the following: the Community, Oversight Committee, the LAPD Commission, and the Cultural Affairs Commission. C.12. After review of the Design Development Phase, the CONSULTANT shall revise and submit the documents as reasonably noted by the CITY. It is the responsibility of the CONSULTANT to inform the City Engineer, in writing prior to proceeding with the Construction Documents, if the modifications requested by the City Engineer will materially affect the Construction Estimate. C.13. The CONSULTANT shall submit and revise the plans and preliminary specifications until an acceptable Design Development Plan has been approved by the City Engineer, the LAPD, and the Cultural Affairs Commission. C.14. The CONSULTANT shall submit an analysis evaluating the sustainability merits of the design. Energy efficiency, indoor air and environmental quality, materials selection and construction practices strategies shall be identified as well as an analysis of the implications to the building form, the construction costs, and maintenance costs. C.15. If after confirmation of the Design Development construction cost estimate by the City Engineer, the CONSULTANT S Statement of Probable Construction Cost exceeds the construction budget, the CONSULTANT upon request from the City Engineer shall meet with the LAPD and the CITY staff to discuss adjustments to the construction budget. The

24 Statement of Probable Construction Cost may contain a design contingency of up to 10% to allow for aspects of the PROJECT not yet designed in detail. PART D - CONSTRUCTION DOCUMENT PHASE: D.1. Upon approval of the Design Development Phase by the City Engineer and the LAPD, the Consultant will be authorized in writing to proceed with the Construction Document Phase. The Construction Document Drawings shall include, but are not limited to complete Civil, Demolition, Architectural, Structural, Electrical, Mechanical, Plumbing, Heating, Ventilating, Air Conditioning, Telecommunications, Data and Landscape Plans, Sections, Elevations, details and diagrams. Also include Fire/Life Safety and Security Plans, Calculations, Specifications and Cost Estimate in accordance with approved Design Development Plans and Specifications, except for any modifications authorized in writing by the City Engineer as indicated in Part C, Paragraph C.11 and C.14 above. D.2. The Construction Document Drawings shall be on 24" x 36" maximum sheet with Architectural Division Title Block. No glued or stick-on lettering or decals of any kind shall be used on the drawings. The Specifications shall be typewritten, two sides only, on 8-1/2" x 11" bond paper. The CONSULTANT shall provide the necessary reproducibles, prints, electronic files, and reproductions of all Drawings and Specifications for its use or its subconsultants' use during the preparation of the work. D.3. The CONSULTANT shall be responsible for ensuring all design and -20-

25 construction details of this PROJECT do not conflict with other Proposition Q and F projects and systems of this PROJECT are coordinated with the Proposition Q and F projects. The CITY shall cause same of the Proposition Q and F design consultants. Submittals of the Construction Documents to the City Engineer for review and approvals shall be as prescribed in Paragraph D.13 below. D.4. The CONSULTANT shall review all Civil, Demolition, Architectural, Structural, Electrical, Mechanical, Plumbing, Heating, Ventilating, Air Conditioning, Landscape Drawings, Fire/Life Safety, Data and Telecommunications, Security Plans, Specifications and updated cost estimate for proper coordination to obviate conflicting features of construction or installation. D.5. The CONSULTANT shall be responsible for coordination and complete checking of all final Construction Documents including, but not limited to, Civil, Demolition, Architectural, Structural, Electrical, Mechanical, Plumbing, Heating, Ventilating, Air Conditioning, Landscape, Fire/Life Safety, Data and Telecommunications, Security Plans and Specifications. Construction Detail Drawings as would be customarily provided by CONSULTANT, calculations, and specifications shall be sufficient for the construction of this type of PROJECT. D.6. The CONSULTANT shall be responsible for reasonable corrections of the Construction Documents, Calculations, and Cost Estimate until acceptable Construction Documents have been approved by the City Engineer. D.7. The CONSULTANT shall submit all Construction Documents to the -21-

26 Department of Building and Safety, the Planning Department, the LAFD, the State of California Board of Corrections, and other governmental agencies having jurisdiction over this PROJECT for plan check and secure approval for all required permits. The CITY will arrange to pay for plan check fees. D.8. The CONSULTANT shall make revisions of Construction Documents, as required to comply with the "Architectural Division Consultant Guide"; the approved Design Development Documents; and the requirements of legally constituted public authorities having jurisdiction as necessary to secure approvals and permits for the construction of the PROJECT. D.9. When the Construction Documents are thirty percent (30%) complete, the CONSULTANT shall submit the thirty percent completed Drawings and Specifications in quantity as specified in Paragraph D.13 below, and an itemized list of the outstanding work to be completed, by technical specialty for the City Engineer s review and evaluation of the work at this stage. The CONSULTANT shall continue working towards the 100% Construction Documents after the 30% Construction Document submittal. D.10. When the Construction Documents are sixty percent (60%) complete, the CONSULTANT shall submit the sixty percent completed Drawings and Specifications in quantity as specified in Paragraph D. 13 below, and an itemized list of the outstanding work to be completed, by technical specialty for the City Engineer s review and evaluation of the work at this stage. The CONSULTANT shall continue working towards the 100% Construction Documents after the 60% Construction Document submittal. -22-

27 D.11. When the Construction Documents are ninety percent (90%) complete, the CONSULTANT shall submit the ninety percent completed Drawings and Specifications in quantity as specified in Paragraph D.13 below, and an itemized list of the outstanding work to be completed, by technical specialty for the City Engineer s review and evaluation of the work at this stage. The CONSULTANT shall continue working towards the 100% Construction Documents after the 90% Construction Document submittal. D.12. When the Construction Documents are one-hundred-percent (100%) completed, the CONSULTANT shall submit the one-hundred-percent (100%) completed Drawings and Specifications in quantity, as specified in Paragraph D.13 below, for the City Engineer's review. The CONSULTANT shall submit all plans to the Department of Building and Safety and other agencies having jurisdictions over this PROJECT for plan check and building permit and shall provide the City Engineer with written verification of submitted plans. D.13. The CONSULTANT shall furnish to the City Engineer the following: 1) Completed 30%. 60% or 90% Construction Documents: a. Two (2) electronic copies of the Drawings and Specifications 2) Completed 100% Construction Documents: a. One (1) reproducible set of the Construction drawings and Specifications b. One electronic copy of the Construction drawings and Specifications c. One reproducible set of the Construction Cost Estimate -23-

28 D.14. After completing constructibility review on the 100% Construction Document submittal, the City Engineer will provide the CONSULTANT with one (1) set of drawings and specifications containing notations and revisions to the documents. The CONSULTANT shall make all reasonable revisions, including corrections required by the Department of Building and Safety. D.15. After correcting Construction Documents and obtaining the City Engineer s approval and plan check approval, the CONSULTANT shall deliver the following: 1) One (1) reproducible set of the Construction drawings and Specifications 2) Two (2) sets of electronic files of the Construction drawings and Specifications D.16. The CONSULTANT shall submit the final cost estimate for review and reconciliation and approval by the CITY prior to Bidding. The CONSULTANT shall use a subconsultant that specializes in construction cost estimating to prepare the cost estimates. The final Statement of Probable Construction Cost may contain a contingency of up to 5% to allow for costs anticipated related to market conditions with public, lump sum, low bid projects of a similar size and complexity. PART E - BID AND AWARD PHASE: E.1. The CONSULTANT shall review bid documents prepared and provided by the CITY to ensure consistency with Construction Documents. The

29 CONSULTANT may recommend amendments approved by the CITY to the bid documents to be included as part of supplemental bid instructions. E.2. The CONSULTANT shall develop Contractor and subcontractor qualification criteria. E.3. The CONSULTANT shall prepare addenda. E.4. The CONSULTANT shall prepare responses to bidders questions and coordinate such responses with the Proposition Q and F projects. The CITY shall cause same of the Proposition Q and F design consultants. E.5. The CONSULTANT shall participate in the evaluation of bids. E.6. The CONSULTANT shall be available for consultation during the Construction Contract Award. PART F - DESIGN CHANGES: Upon receipt of construction bids, should the amount of the bid of the lowest, regular responsible bidder exceed the Cost of Construction stipulated in Article 3 by five percent (5%) or more, the CONSULTANT shall, if requested by the City Engineer, revise the design and make such changes in the Construction Documents, at no cost to the CITY, as will result in securing new bids not in excess of the Construction Cost Budget. The CONSULTANT shall be permitted to make reasonable adjustments, with approval of the City Engineer, in the scope of the PROJECT and to include in the Contract Documents alternate bids as may be necessary to adjust the Statement of Probable Construction Cost to meet the Construction Cost Budget.

30 PART G - CONSTRUCTION ADMINISTRATION: G.1. The duration of Construction Administration for this PROJECT is twentyeight (28) months or until the completion of the PROJECT whichever comes first. The CONSULTANT shall be compensated pursuant to Article 11 if construction period exceeds twenty eight (28) months for reasons that are beyond its control such as design changes by the CITY or Contractor deficiencies, but exclusive of extensions caused by the CONSULTANT S own deficiencies. Payment to the CONSULTANT for these additional services shall be based on the CONSULTANT S rate table as stipulated in Article 10 - Compensation, Invoicing, and Payment. G.2. The CONSULTANT shall attend the pre-construction meeting and shall attend the weekly construction meetings. The City Engineer shall prepare minutes for distribution. G.3. The CONSULTANT shall visit the site periodically during construction, such visits may be in conjunction with the weekly construction meetings, to become generally familiar with the progress and quality of the work completed and to determine in general if the work is being performed in a manner indicating that the work when completed will be in accordance with the Construction Documents. Based on on-site observations as a CONSULTANT, the CONSULTANT shall keep the CITY informed of the progress and quality of the work, and shall endeavor to guard the CITY against defects and deficiencies in the work related to conformance of the design intent of the construction documents. The CONSULTANT shall prepare and submit monthly site visit reports based on his periodic on-site -26-

31 observations. G.4. The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, for safety precautions and programs in connection with the work, since these are solely the Contractor s responsibility under the Contract for construction. The CONSULTANT shall not be responsible for the Contractor s schedules or failure to carry out the work in accordance with the Construction Documents. The CONSULTANT shall not have control over or charge of acts or omissions of the Contractor, Subcontractor or their agents or employees, or of any persons performing portions of the work. G.5. The CONSULTANT shall interpret the Construction Documents and furnish any clarification drawings and other documentation to the City Engineer as specified in Paragraph G.15. As a result of such interpretations and/or clarifications, the CONSULTANT shall determine if the item is a Change Order to the Construction Documents and submit for approval by the City Engineer. Any changes affecting the aesthetics or functions shall be brought to the attention of the City Engineer and LAPD for approval. The CONSULTANT shall analyze price quotations received from the Contractor for proposed Change Orders and advise the City Engineer as to the acceptability of the Change Orders. G.6. The CONSULTANT shall review necessary addition or deletion of items of work covered by Change Order in the Contractor's construction when determined to be necessary and approved by the City Engineer. -27-

32 G.7. The CONSULTANT shall approve material samples for color and finish per Specifications. Any changes must be approved by the City Engineer. G.8. The CONSULTANT shall review and advise the City Engineer, before approval, as to the acceptability of a reasonable number of substitutions proposed by the Contractor, in accordance with Article 11. G.9. The CONSULTANT shall advise the City Engineer as to acceptability of test reports, methods, materials, equipment, and systems. G.10. The CONSULTANT shall advise the City Engineer of any special inspection or testing required regardless of the stage of work. The CONSULTANT shall inform the City Engineer of the progress of the work if not satisfactorily performed in compliance with the stipulated time limits. G.11. The CONSULTANT shall participate in the final acceptance inspections of the PROJECT and commissioning performed by others of the building, and advise the City Engineer as to the acceptability of work performed by the Contractor. The CONSULTANT shall also submit the application for LEED certification during the commissioning period. G.12. The CONSULTANT shall make recommendations to the City Engineer to reject work that the CONSULTANT finds non-conforming with the Contract Documents. G.13. The CONSULTANT shall review all submittals by the Contractor required by the Contract Documents, including Shop Drawings, Product Data, and Samples for conformance with the design concept and Contract Documents. All reviews shall be accomplished in a timely manner, based on the submittal schedule provided by the Contractor and accepted by the

33 / /' \ CITY and CONSULTANT, so as to cause no delays in the work. G. 14. At no expense to the CITY, and in a timely manner so as not to cause any delay in the work, the CONSULTANT shall furnish such drawings, calculations, specifications and written memoranda in a form acceptable to the CITY, as necessary to clarify the intent or rectify errors and omissions in the Construction Documents or other services required pursuant to this Agreement by the CONSULTANT, including submitting and obtaining all required approvals from the Department of Building and Safety and other government agencies having jurisdiction. PART H - RECORD DRAWINGS: Not later than 60 days after receipt of changes recorded on drawings furnished by the Contractor, the CONSULTANT shall revise, correct, and deliver to the City Engineer the following items of which shall become the property of the CITY: H. 1. Final Construction Documents incorporating changes recorded on drawings furnished by the Contractor excluding shop drawings, including but not limited to, Change Orders on 4-mil mylar with the City s Title Block. Each drawing sheet shall be prominently noted "Record Drawing". H.2. One (1) set of AutoCAD 2000 files or compatible electronic files acceptable to the CITY, for all disciplines on CD s. H.3. Two (2) sets of 8 x 10 color photographs of the exterior and interior views of the building and one (1) set of digital copies of the photographs. The exterior views shall have a minimum of three (3) shots and interior views shall have a minimum of six shots. -29-

34 4.5 Consultant Schedule of Services Time Periods For Completion Of Services: Phase of Service Duration of each Phase City s Review Total Duration Part A - Building Design Program/ 10 weeks 4 weeks 14 weeks Preliminary Design Part B - Schematic Design 12 weeks 6 weeks 18 weeks Part C - Design Development 14 weeks 4 weeks 18 weeks Part D - Construction Documents 24 weeks 6 weeks 30 weeks Part E - Bid & Award 22 weeks 22 weeks Part F - Construction 120 weeks 120 weeks Part G - Record Drawings 8 weeks 2 weeks 10 weeks Total Duration: 210 weeks 22 weeks 232 weeks The CONSULTANT may submit to the City Engineer for review, progress for each milestone of work prior to submitting for each phase of the PROJECT, as long as the submission will not cause any delay to the Schedule. All required services during the construction period shall be performed in a timely manner to avoid delay to the Contractor. The CONSULTANT shall have no responsibility, except as stated above, for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the PROJECT site, including but not limited to asbestos products, polychlorinated biphenyl or other toxic substance The CONSULTANT shall prepare and submit to the CITY a schedule of the services to be performed, within 15 calendar days, after receiving the City s notice to proceed. This schedule shall consist of a detailed bar -30-

35 f i! chart and shall be in the same format as the sample project schedule set forth in Exhibit A. The CONSULTANT shall perform the work in accordance with the approved schedule and prepare revisions and updates in a timely manner. The CITY may withhold payment to the CONSULTANT for failure to comply with requirements of this procedure The CONSULTANT'S schedule of services shall show the dates on which each part or division of the work is expected to be started and completed and shall show all submittals associated with each work activity, allowing a minimum of fifteen (15) calendar days for the City s review of each submittal unless a longer period of time is specified elsewhere in this Agreement. The work activities making up the schedule shall be of sufficient detail to assure that adequate planning has been done for proper execution of the work and such that it provides an appropriate basis for monitoring and evaluating the progress of the work. The bar chart shall show all major work items, points of interface with the CITY and milestone submittals. The CONSULTANT shall include a listing of all submittals required under the Agreement. The CITY will review the CONSULTANT'S schedule and provide comments relative to overall compliance with requirements of the contract documents The CONSULTANT shall submit an updated schedule of services to the CITY at least five (5) days prior to the submittal of the CONSULTANT'S milestone payment request. The submittal of the updated -31 -

36 ' : i ; CONSULTANT'S schedule of services, which satisfies the requirements of this Article, accurately reflects the status of the work, incorporates all changes into the schedule, and shall be a condition precedent to the processing of the milestone payment application. Updated schedules shall also be submitted at such other times as the CITY may reasonably direct. Upon approval of an amendment or issuance of a notice to proceed with a change, the CONSULTANT shall reflect the approved amendments in the next schedule update submittal, or other update submittal approved by the CITY. As a condition precedent to final payment, the CONSULTANT shall submit to the CITY a final schedule of services that accurately reflects the manner in which the services were actually completed The CONSULTANT shall submit a written explanation with the original schedule submittal and show sufficient detail as to how the work is to be performed to enable the CITY to make an evaluation. If the explanation is not adequate to establish that the schedule is valid and practical, a review conference may be held to reach an understanding on required revisions. The CONSULTANT shall make such revisions in the schedule and narrative and resubmit within ten (10) calendar days after the conference The CONSULTANT shall submit a written Design Progress Report monthly. The purpose of the report is to provide a brief description of the status of the work and to acknowledge any problems and open issues that -32-

37 may affect timely completion The CONSULTANT shall participate in Design Progress Meetings with the CITY Project Manager. These meetings shall be held monthly at the discretion of the CITY Project Manager. All meetings are to be comprehensively documented by the CONSULTANT and related documentation distributed to attendees. 4.6 The CONSULTANT shall incorporate sustainable design principles within the design of the building; provide protection of the natural and urban environment and public health by designing and specifying energy efficient systems and maximizing the use of recycled construction products. The Consultant shall design the facility and prepare all pertinent documents to meet sustainable development guidelines as outlined in the LEED Rating System Criteria (Leadership in Energy and Environmental Design, Green Building Rating System Criteria, US Green Building Council) and obtain a LEED Certified Level Certification for the project. 4.7 The CONSULTANT shall design a structure that conforms to the requirements stipulated in the Soils Report and as recommended by the Geotechnical Engineer. 4.8 The CONSULTANT shall coordinate all design work and design services during construction with the Proposition Q and F A/E consultants. The CITY shall cause

38 same of Proposition Q and F A/E consultants. 4.9 The installation of the 1 % of the arts project shall be approved by the CITY and will become a part of this PROJECT as determined by the City Engineer. The CONSULTANT shall coordinate with the Artist in providing the required Site Improvement Construction Documents and Utility Hook-ups for installation of artwork. The CITY shall provide documents prepared by the Artist The CONSULTANT shall submit to the City Engineer for review and approval a Flow Chart or a Bar Chart schedule describing the PROJECT development sequences from Preliminary Design through Construction Documents. The CONSULTANT shall update the Flow Chart or Bar Chart at each phase of the PROJECT or as reasonably required by the City Engineer The CONSULTANT shall perform the Architectural and Engineering Services necessary for completion of the PROJECT in accordance with applicable Federal, State and Local Laws, Ordinances and Regulations. The CONSULTANT shall comply with the latest edition of the Los Angeles City Building Code and/or the Uniform Building Code, Los Angeles City Planning Requirements, and the State of California Board of Corrections. ARTICLE 5 - KEY CONSULTANT PERSONNEL 5.1 CONSULTANT designates the following persons to implement the work: -34-

39 Name Company Role Michael Mann DMJM Principal Dana Taylor DMJM Project Manager Herb Roth Roth +Sheppard Police Facilities Planner Paul Danna DMJM Design Principal Jose Palacios DMJM Design Principal Jeffrey Sheppard Roth +Sheppard Police Facilities Architect Alice Hricak DMJM Interiors Additional technical specialists may be assigned subject to the CITY Project Manager's approval. 5.2 CONSULTANT agrees that personnel assigned to these positions at the commencement of services under this Agreement shall serve in these positions as long as required by the Project, and CONSULTANT shall not change personnel assigned to these positions without the consent and approval of CITY Program Manager, provided such consent shall not be unreasonably withheld. ARTICLE 6 - RESPONSIBILITIES OF AND TASKS TO BE PERFORMED BY CITY 6.1 CITY designates Sam S. Tanaka as its Program Manager, representing the CITY in all matters within the scope of this Agreement relating to the conduct and approval of the work to be performed. Whenever the term "approval of CITY," "consult with CITY," "confer with CITY," or similar terms are used, they shall refer to the City s Program Manager. The City s Program Manager may designate an assistant to act in his stead. The Program Manager may be changed at the direction of the City Engineer at any time. 6.2 The CITY shall furnish in a timely manner, without charge, all standard plans, specifications, and any other information, which the CITY now has in its files that -35-

40 may be of use to CONSULTANT. The CITY shall also furnish the CONSULTANT with the following information or assistance in a timely manner to define the requirements of the PROJECT: PROJECT DATA: The CITY shall deliver to the CONSULTANT for its use as part of the Notice to Proceed, all available information related to the project site, building program (if any), Space Needs Assessment, space requirements, and soils reports, The CITY shall also deliver to the CONSULTANT, the Consultant Manual, sample of Title Block, Standard Specifications in electronic form (to be edited and updated to fit the project) and other data prepared by the City Engineer. PLANS: Where Projects involve existing buildings the CITY shall furnish to the CONSULTANT prints of the original plans, elevations, sections and details that reflect existing architectural, structural, mechanical, electrical, and appurtenant conditions when available. However, the CITY assumes no liability for their accuracy. INSPECTION: The INSPECTOR shall provide inspection of construction materials and workmanship necessary to assure compliance with the CONSULTANT'S approved drawings and specifications. -36-

41 COORDINATION: The CITY shall cooperate with the CONSULTANT in all matters pertaining to services to be rendered under this AGREEMENT, so that the PROJECT may proceed without undue delay; the CONSULTANT shall consult the City Engineer or his/her representative on all matters relative to this AGREEMENT. PERMITS: The CITY shall arrange for the payment of all fees that may be required to obtain a building permit, fees to the Department of Water & Power, fees to the Cultural Affairs Department and/or other permits necessary for the PROJECT. The CONSULTANT shall secure approval for all necessary permits. CONSTRUCTION CONTRACT FORMS: The CITY shall provide printed Bid Forms, Instruction to Bidders, Bond Forms, Advertisement for Bids, the Construction Contract Agreement, and all Bid Forms, which may be required. SURVEY: The CITY shall furnish to the Consultant a general topographic survey in electronic form of the Project site showing all existing structures, power or telephone poles, above grade utilities, fences, signs, trees, concrete curbs,

42 gutters, sidewalks, property lines, center lines of streets and elevations, and other similar information typically provided in a survey. The CONSULTANT shall investigate all utility connections with the appropriate agencies. ASBESTOS, TOXIC WASTE AND HAZARDOUS MATERIALS: If required, the CITY shall engage an appropriately licensed hygienist to prepare a survey of asbestos, toxic waste and hazardous materials, which include types and location of the materials found in the existing facilities and if materials are found furnish a copy to the CONSULTANT. The CITY shall be responsible for, and conduct all remediation work required. SOILS REPORT: The CITY shall furnish Geotechnical Reports as needed for the Project. WEB BASED PROJECT MANAGEMENT SYSTEM: The CITY shall pay for all costs related to purchase, installation, and training of a web based project management system should they desire the CONSULTANT to utilize for the PROJECT. 6.3 The CITY shall select the Artist and provide artwork in compliance with the 1 % for the Arts Program. -38-

43 ( :! ARTICLE 7 - TERM OF AGREEMENT AND TIME OF EFFECTIVENESS This Agreement shall commence on the date of full execution and shall expire after four years and 8 months (56 months) from the date of full execution unless terminated as provided under Article 8 or extended by amendment or change order to this Agreement. The date of full execution is defined as the date when all of the following events have occurred: (a) This Contract has been signed on behalf of the CONSULTANT by the person or persons authorized to bind the CONSULTANT hereto; (b) This Contract has been approved by the City Council or by the Board, officer or employee authorized to give such approval; (c) The office of the City Attorney has indicated in writing its approval of this Contract as to form and legality; (d) This Contract has been signed on behalf of the CITY by the person designated to so sign by the City Council or by the board, officer or employee authorized to enter into this Contract. ARTICLE 8 - TERMINATION 8.1 This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party -39-

44 prior to termination. 8.2 This Agreement may be terminated in whole or in part in writing by the CITY for its convenience, provided that the CONSULTANT is given (1) not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party prior to termination. 8.3 If termination for default is effected by the CITY, an equitable adjustment in the price provided for in this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due the CONSULTANT at the time of termination may be adjusted to cover any additional costs to the CITY because of the CONSULTANT S default. If termination for default is effected by the CONSULTANT or if termination for convenience is effected by the CITY, the equitable adjustment shall include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for payment to the CONSULTANT for services rendered and expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the CONSULTANT relating to written commitments that were executed prior to the termination. 8.4 Upon receipt of a termination action under Articles 8.1 or 8.2 above, the CONSULTANT shall (1) promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the CITY all

45 data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the CONSULTANT in performing this Agreement, whether completed or in process. 8.5 Upon termination under Articles 8.1 or 8.2 above, the CITY may take over the work and may award another party an Agreement to complete the work under this Agreement. 8.6 If, after the termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the CITY. In such event, adjustment of the Agreement price shall be made as provided in Article 8.3 of this article. ARTICLE 9 SUBCONTRACT APPROVAL 9.1 All subcontracts more than $10,000 shall require the prior approval of the CITY. A copy of all subcontracts shall be submitted to the CITY showing the subconsultant's name and dollar amount of each subcontract. Wholly owned subsidiaries of CONSULTANT shall not be considered subconsultants. 9.2 CONSULTANT plans to subcontract with the firms listed below: Name Company Role Alice Kimm Friedman Kimm Architects Design Architect Li Wen Studio 0.10 Architects Design Architect Joey Shimoda Shimoda Design Group Design Architect -41 -

46 Jack Bryant Delon Hampton & Associates Civil Engineering Sunil Patel TMAD MEP Engineering Mhabir Atwal VSA & Associates Acoustics Edward Fixen Shirmer Engineering Fire/Life Safety ' James Szel Syska Hennessy Commissioning Lauren Melendrez Melendrez Design Partners Landscape Lisa Perrine Cibola Systems Audio-Visual Steve Hsieh Yuang Tai, Inc. Cost Estimating Michael Kaminski Kaminski Kaneko Design Graphics & Signage Nicholas Nagy Cini Little Food Service Merry Norris Merry Norris Contemporary Art Art Consultant Ted Short Ted Short & Associates Outreach Compliance This listing is not exclusive and additional subconsultants may be added with the approval of the CITY Project Manager. Substitution requires approval from the BOARD. ARTICLE 10 - COMPENSATION, INVOICING AND PAYMENT 10.1 Compensation CONSULTANT agrees to perform the work specified in Article 4.4, and CITY shall compensate CONSULTANT on a Lump Sum basis. This lump sum payment includes salary, fringe benefits, overhead, profit and all other expenses incurred by CONSULTANT. Payments shall be made upon the satisfactory completion of the tasks or milestones as set forth below: For all the CONSULTANT S basic services, a fee of $11,200,000 will be paid to the CONSULTANT based on Construction Cost of $165,000,000 including Construction Cost Escalation, Overhead and Profit at midpoint of construction The cost of the CONSULTANT S Design Services set forth in this Section may be adjusted, but not reduced unless due to reduction in scope, based on the Adjusted Construction Cost Budget computed upon -42-

47 the completion of the Design Development Phase, Article 4.4, Part C, provided by the CONSULTANT and approved by the City Engineer. Reduction of the cost of the CONSULTANT S Design Services shall only be to that scope of work not already performed. Unexpended funds allocated for one task may be used for another task as long as the Total Cost Ceiling of this Agreement is not exceeded. Such reallocation of unexpended funds must have prior written approval from the City s Program Manager If after the third submittal, the Schematic Design, as described in Article 4.4, Part B, is not approved, the City Engineer may suspend the services of the CONSULTANT in which event there shall be due and payable to the CONSULTANT a mutually agreed amount for Schematic Design A lump sum allowance of $35,000 for the Architectural Perspective Renderings described in Article 4.4, Part C as part of fees shown in Section above A lump sum allowance of $ for a Study Massing Model in accordance with Article 4.4, Part B as part of fees shown in Section above A lump sum of $100,000 for the LEED (Leadership in Energy and Environmental Design) documentation, describing energy efficiency systems, and all sustainability issues addressed in the design and obtaining LEED (1st Level) certification from the U.S. Green Building Council will be in addition to the fee shown on Section above The CITY also agrees to pay the CONSULTANT for Reimbursable -43-

48 i ( Expenses incurred by the CONSULTANT directly attributable to the PROJECT only with prior written approval by the City Engineer. Such Reimbursable Expenses shall be the actual cost or actual amount paid to the vendor or supplier. Reimbursables shall include reproduction costs and mail/delivery costs in addition to submittals listed in Article 4.4 and travel authorized by the City Engineer beyond the requirements described in Article 4. The CONSULTANT shall not be entitled to any mark-up on reimbursable expenses. Total Reimbursable Expenses shall not exceed $350,000. The total cost ceiling for this Agreement is $11,650,000. Part A - Building Design Program/Preliminary Design Phase Project Definition - after programming workshops, Community workshops, submitting initial analysis, coordinating with City s 1 Master Plan process and completion of City Engineer's review. Building Design Program & Preliminary Design Draft - after submitting initial Building Design Program and obtaining City 2 3 Engineer's acceptance. Final Building Design Program - after obtaining approval of Final Building Design Program Document. Subtotal: Fee Breakdown % $ 403,200 $ 403,200 $ 537,600 $ 1,344,000 12% Part B - Schematic Design Phase Design Concepts - after presenting 3 design schemes and 1 Owner's selection of a preferred scheme. $ 418,800 Schematic Design Draft - after review and acceptance of 2 Schematics draft documents $ 418,800 Schematic Design Documents - after acceptance of Schematic 3 Design and initial presentation to Cultural Affairs. $ 558,400 4 Submission of Model $ 60,000 Subtotal: Part C - Design Development Phase 50% Design Development - after Final Approval from Cultural 1 Affairs and submitting initial Design Development Documents 100% Design Development - after acceptance by the City $ 1,456,000 13% $ 990,500 2 Engineer of Design Development work $ 990,500 3 Acceptance of Architectural Renderings described in Part C.9 $ 35,000 Subtotal: $ 2,016,000 18% -44-

49 Part D - Construction Documents 1 Submit 30% Construction Documents $ 560,000 2 Submit 60% Construction Documents $ 560,000 3 Submit 90% Construction Documents $ 840, % Bid Documents - after completion and acceptance of 100% Construction Documents and receipt of all Building & 4 Safety Plancheck approvals $ 840,000 Subtotal: $ 2,800,000 25% Part E - Bid and Award 1 Upon issuance of a Notice-to-Proceed to a qualified Contractor $ 224,000 Subtotal: $ 224,000 2% Part G - Construction Administration & Commissioning CA Fee divided into 28 equal payments made after each 1 month of service - $100,000 per month 2,800,000 Subtotal: $ 2,800,000 25% Part H - Record Drawings Upon completion and acceptance of submittal by the City 1 Engineer $ 560,000 Subtotal: $ 560,000 5% Total Basic Services Fees $ 11,200, % LEEDS Certification - after receiving certification after commissioning $ 100,000 Total Professional Fees $ 11,300,000 Reimbursables $ 350,000 Total Contract Ceiling Amount: $ 11,650, Invoicing and Payment At the conclusion of each task milestone, CONSULTANT shall submit to CITY an original and three (3) copies of an invoice in a format acceptable to the CITY. CITY shall review CONSULTANT'S invoice and notify CONSULTANT of exceptions or disputed items and their dollar value within fifteen (15) days of receipt. The total invoice amount, less any exceptions or disputed items shall be considered approved for payment fifteen (15) days after receipt by the CITY. If the CITY does not notify CONSULTANT within fifteen (15) days of receipt, then the entire invoice amount shall be deemed approved for payment. CITY shall make an -45-

50 effort to pay CONSULTANT all amounts approved for payment within sixty (60) days after CONSULTANT'S invoice is approved for payment Invoices shall be prepared in such form and supported by such documentation as may be reasonably required by CITY to establish the amount of such invoices as being allowable. An MBE/WBE/OBE Utilization Profile, [Exhibit C], listing MBE/WBE/OBE amounts invoiced shall also be submitted as part of the monthly invoice. All such invoices shall be subject to audit CITY shall not be obligated to reimburse CONSULTANT for costs incurred in excess of the total cost ceiling set forth above unless amended, changed or modified in accordance with the terms stipulated in Article CITY liability under this contract shall only be to the extent of the present appropriation to fund the Agreement. No action, statement, or omission of any officer, agent, or employee of CITY shall impose any obligation upon CITY, such officer, agent, or employee, except to the extent CITY has appropriated funds and otherwise in accordance with the terms of this Agreement CONSULTANT and CITY agree that no indebtedness for work performed which results in costs under this Agreement shall arise against -46-

51 CITY until and unless there is an appropriation of funds to pay for such work. However, if CITY shall appropriate funds for any successive fiscal years, City s liability shall be extended to the extent of such appropriation subject to the terms and conditions of this Agreement Costs incurred by the CONSULTANT prior to the actual date of full execution of this AGREEMENT shall only be payable to CONSULTANT if said costs were incurred in completing any task specifically authorized by this AGREEMENT and said costs are reviewed and approved by the CITY as detailed in Section 4.4 above and said approval for payment occurs after this AGREEMENT is fully executed If the BOARD does not award a contract for the construction of the PROJECT, or a portion thereof, within 180 calendar days after receipt of Construction Bids, the sum stipulated for 100% completion of Construction Document Drawings shall constitute full and final payment to the CONSULTANT for services rendered under this AGREEMENT, except that by mutual written concurrence between the BOARD and the CONSULTANT on each occasion, the period within which a contract may be awarded may be extended beyond 180 calendar days. ARTICLE 11 - AMENDMENTS. CHANGES OR MODIFICATIONS Amendments, changes, or modifications in the terms of this Agreement may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties thereto.

52 ARTICLE 12 - INDEMNIFICATION AND INSURANCE 12.1 INDEMNIFICATION Except for the active negligence or willful misconduct of CITY, CONSULTANT undertakes and agrees to defend, indemnify and hold harmless CITY and any and all of City s Boards, Officers, Agents, Employees, Assigns and Successors in Interest from and against all suits and causes of actions, claims, losses, demands and expenses, including but not limited to attorney's fees and costs of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including CONSULTANT'S employees and agents, or damage of or destruction to any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of CONSULTANT or its subconsultants of any tier. The provisions of this paragraph shall survive termination of this Agreement INSURANCE A. General Conditions During the term of this Contract and without limiting CONSULTANT S indemnification of the CITY, CONSULTANT shall provide and maintain at its own expense a program of insurance having the coverage and limits customarily carried and actually arranged by CONSULTANT but not less than the amounts and types listed on the Insurance Requirements Sheet (Form Gen 146/1R) in [Exhibit D] hereto covering its operations hereunder. Such insurance shall conform to City requirements established by Charter, Ordinance or policy, shall comply with the instructions set forth on Form General 133 and with the -48-

53 conditions set forth on the applicable City Special Endorsement form(s), copies of which are included in [Exhibit D], and shall otherwise be in a form acceptable to the City Attorney. Specifically, such insurance shall: 1) protect city as an Insured or an Additional Interest Party, or a Loss Payee As Its Interests May Appear; respectively, when such status is appropriate and available depending on the nature of the applicable coverage; 2) provide City at least thirty (30) days advance notice of cancellation, material reduction in coverage or reduction in limits when such change is made at the option of the insurer; and 3) be primary with respect to City s insurance program. Except when City is a named insured, CONSULTANT S insurance is not expected to respond to claims, which may arise, from the acts or omissions of the City. B. Modification of Coverage CITY reserves the right at any time during the term of this Contract to change the amounts and types of insurance required hereunder by giving CONSULTANT ninety (90) days advance written notice of such change. If such change should result in substantial additional cost to the CONSULTANT, CITY agrees to negotiate additional compensation proportional to the increased benefit to CITY. C. Failure to Procure Insurance All required insurance must be submitted and approved by the City Attorney prior to the inception of any operations or tenancy by CONSULTANT. The required coverage and limits are subject to availability on the open market at reasonable cost as determined by CITY. Non-availability or non-affordability must be documented by a letter from CONSULTANT S insurance broker or agency -49-

54 indicating a good faith effort to place the required insurance and showing as a minimum the names of the insurance carriers and the declinations or quotations received from each. Within the foregoing constraints, CONSULTANT S failure to procure or maintain required insurance or a self-insurance program during the entire term of this Contract shall constitute a material breach of this Contract under which CITY may immediately suspend or terminate this Contract or, at its discretion, procure or renew such insurance to protect CITY S interests and pay any and all premiums in connection therewith and recover all monies so paid from CONSULTANT. D. Workers Compensation By signing this Contract, CONSULTANT hereby certifies that is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers Compensation or to undertake self-insurance in accordance with the provisions of that Code, and that it will comply with such provisions at all such times as they may apply during the performance of the work pursuant to this Contract. A Waiver of Subrogation in favor of CITY will be required when work is performed on CITY premises under hazardous conditions. ARTICLE 13 - INDEPENDENT CONTRACTORS CONSULTANT is acting hereunder as an independent contractor and not as an agent or employee of the CITY. CONSULTANT shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent

55 or employee of the CITY. CITY shall not represent or otherwise hold itself out or any of its directors, officers, partners, employees or agents to be an agent or employee of CONSULTANT. ARTICLE 14 - WARRANTY AND RESPONSIBILITY OF CONSULTANT 14.1 CONSULTANT warrants that the work hereunder shall be completed in a manner consistent with professional standards practiced among those firms within CONSULTANT'S profession, doing the same or similar work under the same or similar circumstances CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other services furnished by CONSULTANT under this Agreement. CONSULTANT shall, at no additional cost to CITY, correct or revise any errors, omissions, or other deficiencies in its designs, drawings, specifications, reports, calculations, and other services The CONSULTANT shall exhibit proper professional judgement in the use of information furnished by CITY in Article 6. In the event that said information is not delivered timely or that it is discovered to be incorrect or misleading, CONSULTANT will notify the CITY in a reasonable manner after the discovery of such tardiness or incorrect or misleading information and promptly make a determination of its costs and schedule impact on this Agreement, as well as recommendations for the correction of such incorrect or misleading information

56 14.4 CONSULTANT shall perform such professional services as may be necessary to accomplish the work required to be performed under this Agreement in accordance with this Agreement Except as specified in Article 12 and as otherwise provided in this Agreement, the CONSULTANT shall be and shall remain liable, in accordance with applicable law, for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement, except for errors, omissions, or other deficiencies to the extent attributable to CITY, CITYfurnished data, or any third party. ARTICLE 15 - OWNERSHIP OF DATA 15.1 Unless otherwise provided for herein, all documents, material, data, drawings, plans, specifications, computer data files, basis for design calculations, engineering notes, and reports originated and prepared by CONSULTANT under this Agreement shall be and remain the property of the CITY for its use in any manner it deems appropriate. CONSULTANT shall provide two (2) sets of reproducible of the above-cited items, except for the computer data files which shall consist of one (1) set in the form described in Article 15.2, below. CONSULTANT shall be permitted to maintain copies of all such data for its own files. Should CITY use these products or data in connection with additions to the work required under this Agreement or for new work, without consultation with and without additional compensation to CONSULTANT, CONSULTANT shall have no liability or responsibility whatsoever in connection with such use.

57 15.2 In reference to computer data files specified in Article 15.1, above, said computer data files (or databases) shall be provided to the CITY by tape or electronically to a CITY provided compatible computer system. For design calculations and engineering notes, such data shall be provided to the CITY in hard cover post binders, appropriately indexed, on thin Mylar stock or good quality paper satisfactory for reproduction. ARTICLE 16 - NONDISCRIMINATION AND AFFIRMATIVE ACTION The CONSULTANT shall comply with the applicable nondiscrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the CITY. In performing this Agreement, the CONSULTANT shall not discriminate in its employment practices against any employee or applicant for employment because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, disability, domestic partner status, marital status or medical condition. The CONSULTANT shall comply with the provisions of the Los Angeles Administrative Code Sections 10.8 through 10.13, to the extent applicable hereto. The CONSULTANT shall also comply with all rules, regulations, and policies of the City s Board of Public Works, Office of Contract Compliance relating to nondiscrimination and affirmative action, including the filing of all forms required by said Office. Any subcontract entered into by the CONSULTANT relating to this Agreement, to the extent allowed hereunder shall be subject to the provisions of this paragraph. Failure of the CONSULTANT to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject the CONSULTANT to the imposition

58 of any and all sanctions allowed by law, including but not limited to termination of the CONSULTANT S Agreement with the CITY. ARTICLE 17 - MINORITY. WOMEN AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM CONSULTANT agrees and obligates itself to use the services of Minority, Women, and Other Business Enterprise (MBE/WBE/OBE) firms on a level so designated in its proposal. CONSULTANT certifies that it has complied with Mayoral Directive 1-C regarding the MBE/WBE/OBE Outreach Program for Personal Services Contracts Greater than $100,000, Attachment A to the Request for Qualifications. CONSULTANT shall not change any of these designated subconsultants or reduce their level of effort without prior written approval of the CITY if such approval will not be unreasonably withheld. An MBE/WBE/OBE Utilization Profile, [Exhibit C], listing MBE/WBE/OBE amounts invoiced versus planned expenditures shall be submitted by CONSULTANT as part of the invoicing procedures as described in Article Supra. CONSULTANT shall provide an expenditure plan projection including the MBE/WBE/OBE usage within the period of this Agreement. ARTICLE 18 - SUCCESSORS AND ASSIGNS All of the terms, conditions, and provisions hereof shall insure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided, however, that no assignment of the contract shall be made without written -54-

59 ( j consent of the parties to this Agreement as required under Article 33. ARTICLE 19 - CONTACT PERSONS - PROPER ADDRESSES - NOTIFICATION All notices shall be made in writing and may be given by personal delivery or by mail. Such notices sent by mail should be registered or certified and sent to the designated contact person for each party and addressed as follows: To The CITY: Contact Person: Address: To CONSULTANT: Contact Person: Address: Contact Person: Address: Sam S. Tanaka, Program Manager Public Safety Facilities Program 221 N. Figueroa Street, Suite 1600 Los Angeles, CA Dana Taylor, Project Manager DMJM Design 515 South Flower Street, 8th Floor Los Angeles, CA cc: Robyn Miller Herb Roth Roth+Sheppard Architects 1623 Blake Street, Suite 350 Denver, CO ARTICLE 20 - FORCE MAJEURE Notwithstanding any other provisions hereof, neither CONSULTANT nor the CITY shall be held responsible or liable for failure to meet their respective obligations under this Agreement if such failure shall be due to causes beyond CONSULTANT'S or the CITY S control. Such causes include but are not limited to: strikes, fire, flood, civil disorder, acts of God or of the public enemy, acts of the federal government, or any unit of state or local government in either sovereign or contractual capacity, epidemics, quarantine restrictions, or delays in transportation to the extent that they are not caused by the party s willful or negligent acts or omissions, and to the extent that they are -55-

60 beyond the party's reasonable control. ARTICLE 21 - SEVERABILITY Should any portion of this Agreement be determined to be void or unenforceable, such shall be severed from the whole and the Agreement will continue as modified. ARTICLE 22 - DISPUTES Should a dispute or controversy arise concerning provisions of this Agreement or the performance of work hereunder, the parties may elect to submit such to a court of competent jurisdiction. ARTICLE 23 - ENTIRE AGREEMENT This Agreement contains all of the agreements, representations, and understandings of the parties hereto and supersedes and/or incorporates any previous understandings, proposals, commitments, or agreements, whether oral or written, and may be modified or amended only as herein provided. ARTICLE 24 - APPLICABLE LAW. INTERPRETATION AND ENFORCEMENT Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, and the City of Los Angeles including but not limited to laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees. This Agreement shall be governed by, enforced, and interpreted under the laws of the State of California and the City of Los Angeles. CONSULTANT shall comply with new, amended, or revised laws, -56-

61 ? : : regulations, and/or procedures that apply to the performance of this Agreement. If any part, term or provision of this agreement shall be held void, illegal, unenforceable, or in conflict with any law of a Federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions of provisions shall not be affected thereby. ARTICLE 25 - CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED CONSULTANT represents that it has obtained and presently holds the Business Tax Registration Certification(s) required by the City s Business Tax Ordinance (Article 1, Chapter 2, Sections 21.00, and following, of the Los Angeles Municipal Code). For the term covered by this Agreement, the CONSULTANT shall maintain, or obtain as necessary, all such Certificates required of it under said Ordinance and shall not allow any such Certificate to be revoked or suspended. ARTICLE 26 - BONDS Duplicate copies of all bonds which may be required hereunder shall conform to CITY requirements established by charter, ordinance or policy and shall be filed with the Office of the City Attorney for its review in accordance with Los Angeles Municipal Code Sections through ARTICLE 27 - CHILD SUPPORT ASSIGNMENT ORDERS This contract is subject to Section 10.10, Article 1, Chapter 1, Division 10 of the Los Angeles Administrative Code Child Support Assignment Orders. CONSULTANT is -57-

62 required to complete a Certification of Compliance with Child Support Obligations, which is attached hereto as [Exhibit E] and incorporated herein by this reference. Pursuant to this Section, CONSULTANT (and any subcontractor providing services to City under this Contract) shall (1) fully comply with all State and Federal employment reporting requirements for CONSULTANT or CONSULTANT S subcontractor s employees applicable to Child Support Assignment Orders; (2) certify that the principal owner(s) of CONSULTANT and applicable subcontractors are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally; (3) fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment in accordance with California Family Code section 5230, et sea.: and (4) maintain such compliance throughout the Term of this Contract. Pursuant to Section 10.10b of the Los Angeles Administrative Code, failure of CONSULTANT or an applicable subcontractor to comply with all applicable reporting requirements or to implement lawfully served Wage and Earnings Assignment Orders and Notice of Assignment or the failure of any principal owner(s) of CONSULTANT or applicable subcontractors to comply with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally shall constitute a default of this contract subjecting this Contract to termination where such failure shall continue for more than ninety (90) days after notice of such failure to CONSULTANT by City. CONSULTANT shall comply with the Child Support Compliance Act of 1998 of the State of California Employment Development Department. CONSULTANT assures that to the best of its knowledge it is fully complying with the earnings assignment orders of all employees, and is providing the names of all new employees to the New

63 Hire Registry maintained by the Employment Development Department as set forth in subdivision (1) of the Public Contract Code ARTICLE 28 - COMPLIANCE WITH YEAR 2000 CONSULTANT assures that all hardware, software, and other computer-related products and/or services purchased or leased for the City under this Agreement shall be Year 2000 compliant. These systems/products shall be able to accurately process date/data, including calculating and/or comparing data between the twentieth and twenty-first centuries, years 2000, and leap year calculations to the extent that other information technology used in combination is compatible. ARTICLE 29 - LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE 29.1 Unless otherwise exempt in accordance with the provisions of this Ordinance, this Contract is subject to the applicable provisions of the Living Wage Ordinance (LWO) Section et seq. of the Los Angeles Administrative Code, as amended from time to time and the Service Contractor Worker Retention Ordinance (SCWRO), Section et.seq., of the Los Angeles Administrative Code, as amended from time to time Payment of a minimum initial wage to employees as defined in the LWO and as may be adjusted each July 1 and provision of benefits as defined in the LWO. -59-

64 CONSULTANT further pledges that it will comply with federal law proscribing retaliation for union organizing and will not retaliate for activities related to the LWO. CONSULTANT shall require each of its subcontractors within the meaning of the LWO to pledge to comply with the terms of federal law proscribing retaliation for union organizing. CONSULTANT shall deliver the executed pledges from each subcontractor to the City within ninety days of the execution of the subcontract. CONSULTANT S delivery of executed pledges from each such subcontractor shall fully discharge the obligation of the CONSULTANT with respect to such pledges and fully discharge the obligation of the CONSULTANT to comply with the provision in the LWO contained in Section c concerning compliance with such federal law The CONSULTANT, whether an employer, as defined in the LWO, or any other person employing individuals, shall not discharge, reduce in compensation, or otherwise discriminate against any employee for complaining to the City with regard to the employer s compliance with the LWO, for opposing any practice proscribed by the LWO, for participating in proceedings related to the LWO, for seeking to enforce his or her rights under the LWO by any lawful means, or otherwise asserting rights under the LWO. CONSULTANT shall post the Notice of Prohibition Against Retaliation provided by the City. -60-

65 Any subcontract entered into by the CONSULTANT relating to this contract, to the extent allowed hereunder, shall be subject to the provisions of this Article 29 and shall incorporate the provisions of the LWO and the SCWRO CONSULTANT shall comply with all rules, regulations and policies promulgated by the designated administrative agency, which may be amended from time to time Under the provisions of Section (c) and Section (c) of the Los Angeles Administrative Code, the CITY shall have the authority, under appropriate circumstances, to terminate this Contract and otherwise pursue legal remedies that may be available if the CITY determines that the subject CONSULTANT has violated provisions of the LWO and the SCWRO Where under the LWO Section (d), the designated administrative agency has determined (a) that the CONSULTANT is in violation of the LWO in having failed to pay some or all of the living wage, and (b) that such violation has gone uncured, the awarding authority in such circumstances may impound monies otherwise due the CONSULTANT in accordance with the following procedures. Impoundment shall mean that from monies due the CONSULTANT, the awarding authority may deduct the amount determined to be due and owing by the CONSULTANT to its employees. Such monies shall be placed in the holding account referred to in LWO Section (d) (3) and disposed of under procedures there described through final and binding arbitration. Whether the -61 -

66 CONSULTANT is to continue work following an impoundment shall remain in the unfettered discretion of the awarding authority. The CONSULTANT may not elect to discontinue work either because there has been an impoundment or because of the ultimate disposition of the impoundment by the arbitrator Earned Income Tax Credit This Contract is subject to the provisions of Section of the Los Angeles Administrative Code, requiring employers to inform employees making less than Twelve Dollars ($12.00) per hour of their possible right to the federal Earned Income Tax Credit. Employers must further make available to employees the forms required to secure advance EITC payments from employers. ARTICLE 30 - AMERICANS WITH DISABILITIES ACT The CONSULTANT shall comply with the Americans with Disabilities Act 42 U.S.C. Section et seq. and with the provisions of the Certification Regarding Compliance with the Americans with Disabilities Act which is attached hereto as [Exhibit G] and incorporated herein by this reference. ARTICLE 31 - EQUAL BENEFITS ORDINANCE. Unless otherwise exempt in accordance with the provisions of this Ordinance, this Contract is subject to the Equal Benefits Ordinance, Section of Article 1, Chapter 1 of Division 10 of the Los Angeles Administrative Code. A. CONSULTANT shall comply with the Equal Benefits Ordinance during the

67 / j ; performance of this contract and the CONTRACTOR/CONSULTANT certifies and represents that the CONTRACTOR/CONSULTANT will provide equal benefits to its employees with spouses and its employees with domestic partners during the term of this Contract. 1. The CONSULTANT agrees to post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and applicants for employment. 2. The CONSULTANT shall permit access to and may be required to provide certified copies of all its records pertaining to employment and to its employment practices to the awarding authority, or to the City Administrative Officer, for the purpose of investigation to ascertain compliance with the Equal Benefits Provisions of this contract, and on their or either of their request to provide evidence that it has complied or will comply therewith. 3. The failure of any CONSULTANT to comply with the Equal Benefits Provisions of this Contract may be deemed a material breach hereof. Such failure shall only be established upon a finding to that effect by the awarding authority, on the basis of its own investigation or that of the City Administrative Officer. No such finding shall be made except upon a full and fair hearing after notice and an opportunity to be heard has been given to the CONSULTANT. 4. Upon a finding duly made that the CONSULTANT has breached the Equal Benefits Provisions of this contract, this Contract may be forthwith -63-

68 canceled, terminated, or suspended, in whole or in part, by the awarding authority, and all monies due or to become due hereunder may be forwarded to and retained by the City of Los Angeles. In addition thereto, such breach may be the basis for a determination by the awarding authority or the City Administrative Officer that said CONSULTANT is an irresponsible bidder pursuant to the provisions of Section 371, of the Los Angeles City Charter. In the event of such determination, such CONSULTANT shall be disqualified from being awarded a Contract with the City of Los Angeles for a period of two years, or until it shall establish and carry out a program in conformance with the provisions hereof. 5. Notwithstanding any other provisions of this Contract, the City of Los Angeles shall have any and all other remedies at law for any breach hereof. 6. Nothing contained in this Contract shall be construed in any manner to require or permit any act, which is prohibited by law. 7. The equal benefits requirements of this section shall not apply to collective bargaining agreements in effect before the effective date of Section of the Los Angeles Administrative Code. Amendments, extensions, or other modification of such collective bargaining agreements, occurring subsequent to the effective date of that section, shall incorporate the equal benefits requirements of that section. 8. All CONSULTANTS subject to the provisions of this section shall include a like provision in all subcontracts awarded for work to be performed under the contract with the CITY and shall impose the same obligations, -64-

69 including but not limited to filing and reporting obligations, on the subcontractors as are applicable to the contractor. Failure of the CONSULTANT to comply with this requirement or to obtain the compliance of its subcontractors as are applicable to the contractor. Failure of the CONSULTANT to comply with this requirement or to obtain the compliance of its subcontractors with all such obligations shall subject the CONSULTANT to the imposition of any and all sanctions allowed by law, including but not limited to termination of the CONSULTANT S contract with the CITY. ARTICLE 32 - WAIVER A waiver of default of any term of this Contract shall not be construed as a waiver of any succeeding default or as a waiver of the provision itself. A party s performance after the other party s default shall not be construed as a waiver of that default. ARTICLE 33 - PROHIBITION AGAINST ASSIGNMENT OR DELEGATION the CITY. The CONSULTANT may not, unless it has first obtained the written permission of (a) Assign or otherwise alienate any of its rights hereunder, including the right of payment; or (b) Delegate, subcontract, or otherwise transfer any of its duties hereunder. ARTICLE 34- PERMITS The CONSULTANT and its officers, agents and employees shall obtain and

70 maintain all permits and licenses necessary for the CONSULTANT S performance hereunder and shall pay any fees required therefore. CONSULTANT certifies to immediately notify the CITY of any suspension, termination, lapses, non-renewals, or restrictions of licenses, permits, certificates, or other documents. ARTICLE 35 - CLAIMS FOR LABOR AND MATERIALS The CONSULTANT shall promptly pay when due all amounts payable for labor and materials furnished in the performance of this Agreement, so as to prevent any lien or other claim under any provision of law from arising against any CITY property (including reports, documents, and other tangible matter produced by the CONSULTANT hereunder), against the CONSULTANT'S rights to payments hereunder, or against the CITY, and shall pay all amounts due under the Unemployment Insurance act with respect to such labor. ARTICLE 36 - DISCOUNTS CONSULTANT agrees to offer the CITY any discount terms that are offered to its best customers for the goods and services to be provided herein, and apply such discounts to payments made under this Agreement, which meet the discount terms. ARTICLE 37 - CONTRACTOR RESPONSIBILITY ORDINANCE Unless otherwise exempt in accordance with the provisions of the Ordinance, this Contract is subject to the provisions of the Contractor Responsibility Ordinance, Section et seq., of Article 14, Chapter 1 of Division 10 of the Los Angeles Administrative Code, which requires CONSULTANT to update its responses to the responsibility -66-

71 f, / ; questionnaire within thirty calendar days after any change would affect CONSULTANT S fitness and ability to continue performing the contract. In accordance with the provisions of this Ordinance, by signing this Contract, CONSULTANT pledges, under penalty of perjury, to comply with all applicable federal, state and local laws in the performance of this contract, including but not limited to, laws regarding health and safety, labor and employment, wages and hours, and licensing laws which affect employees. The CONSULTANT further agrees to: 1) notify the awarding authority within thirty (30) calendar days after receiving notification that any government agency has initiated an investigation which may result in a finding that the CONSULTANT is not in compliance with all applicable federal, state, and local laws in performance of this contract; 2) notify the awarding authority within thirty calendar days of all findings by a government agency or court of competent jurisdiction that the CONTRACTOR/CONSULTANT has violated the provisions of Section (a) of the Ordinance; 3) ensure that its subcontractor(s), as defined in the Ordinance, submit a Pledge of Compliance to awarding authorities; and 4) ensure that its subcontractor(s) as defined in the Ordinance, comply with the requirements of the Pledge of Compliance and the requirement to notify Awarding Authorities within thirty (30) calendar days after any government agency or court of competent jurisdiction has initiated an investigation or has found that the subcontractor has violated Section (a) of the Ordinance in -67-

72 Performance of the subcontract. -68-

73 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written below. DMJM DESIGN/ROTH + SHEPPARD, Joint Venture: DMJM H+N, Inc. dba DMJM Design 0~(c> AP<gfQ >T Date Roth+Sheppard Architects Date CITY OF LOS'ANGELES Valerie Lynne Shaw, President Board of Public Works Date. 0* APPROVED AS TO FORM: Rockard J. Delgadillo, City Attorney ATTEST: J. Michael Carey, City Clerk Date : \q-~~ -69-

74 EXHIBIT A PROJECT SCHEDULE DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

75 EXHIBIT A ID Task Name Duration Start Finish 1 Notice to Proceed 0 days Mon 9/15/03 Mon 9/15/03 2 Building Design Program/Prelim. Design 70 days Mon 9/15/03 Fri 12/19/03 3 Kick-off Meeting with Using Agency 0 days Mon 9/15/03 Mon 9/15/03 4 Design Workshop 16 days Fri 9/19/03 Fri 10/10/03 9 Space Needs Analysis/Direction for Design 9 days Mon 9/15/03 Thu 9/25/03 10 Research Project Requirements 9 days Mon 9/15/03 Thu 9/25/03 11 Site Analysis 9 days Mon 9/15/03 Thu 9/25/03 12 Review Scope, Budget & Schedule 9 days Mon 9/15/03 Thu 9/25/03 13 Present Analysis/Direction of Design 1 day Fri 9/26/03 Fri 9/26/03 14 Prepare Building Design Program 20 days Mon 9/29/03 Fri 10/24/03 15 Develop Preliminary Design Concepts 21 days Mon 10/27/03 Mon 11/24/03 16 Coordinate with Other Prop Q/F Designers 10 days Mon 10/27/03 Fri 11/7/03 17 Preliminary Cost Estimate 11 days Mon 11/10/03 Mon 11/24/03 18 Submit Building Design Program to City Engineer 0 days Mon 11/24/03 Mon 11/24/03 19 City Engineer Review 19 days Tue 11/25/03 Fri 12/19/03 20 City Engineer Approval 0 days Fri 12/19/03 Fri 12/19/03 21 Schematic Design 90 days Mon 12/22/03 Fri 4/23/04 22 Authorization to Proceed to Next Phase 0 days Mon 12/22/03 Mon 12/22/03 23 Research Project Requirements 10 days Mon 12/22/03 Fri 1/2/04 24 Develop Alternative Design Schemes 20 days Mon 12/22/03 Fri 1/16/04 25 Present Proposed Analysis/Direction of Design 1 day Mon 1/19/04 Mon 1/19/04 26 City Engineer Review of Alternatives 1 day Mon 1/19/04 Mon 1/19/04 27 Develop Preferred Design Scheme 19 days Tue 1/20/04 Fri 2/13/04 28 Schematic Design Documentation 15 days Mon 2/16/04 Fri 3/5/04 29 Statement of Probable Construction Cost 9 days Tue 2/24/04 Fri 3/5/04 30 Massing Model 9 days Tue 2/24/04 Fri 3/5/04 31 Submit Schematic Design to City Engineer/LAPD 0 days Fri 3/5/04 Fri 3/5/04 32 City Engineer/LAPD Review 20 days...mon 3/8/04 Fri 4/2/04 33 Presentation to Community 1 day Wed 3/17/04 Wed 3/17/04 34 Presentation to LAPD Commission 1 day Tue 3/23/04 Tue 3/23/04 35 Presentation to Oversight Committee 1 day Thu 3/25/04 Thu 3/25/04 36 Presentation to Cultural Affairs Commission 1 day Thu 4/1/04 Thu 4/1/04 37 Incorporate City/LAPD Comments 5 days...mon 4/5/04 Fri 4/9/04 38 Submit Revised Schematic Design to City Engineer/ 0 days Fri 4/9/04 Fri 4/9/04 39 City Engineer/LAPD Review. 10 days Mon 4/12/04 Fri 4/23/04 40 City Engineer/LAPD Approval 0 days Fri 4/23/04 Fri 4/23/04 41 Design Development 90 days Mon 4/26/04 Fri 8/27/04 42 Authorization to Proceed to Next Phase 0 days Mon 4/26/04 Mon 4/26/04 43 Submit for Preliminary Agency Code Review 1 day Mon 4/26/04 Mon 4/26/04 44 Prepare 50% Design Development Documentation 30 days Mon 4/26/04 Fri 6/4/04 45 Statement of Probable Construction Cost 10 days : Mon 5/24/04 Fri 6/4/04 46 Submit 50% Design Development/Cultural Affairs 0 days Mon 6/7/04 Mon 6/7/04 47 Prepare 100% Design Development Documentation 35 days Mon 6/7/04 Fri 7/23/04 48 Presentation to Cultural Affairs Commission 1 day Mon 6/28/04 Mon 6/28/04 49 Cultural Affairs Approval 0 days Mon 7/12/04 Mon 7/12/04 50 Statement of Probable Construction Cost 10 days Mon 7/12/04 Fri 7/23/04 51 Submit DD to City Engineer/LAPD 0 days Fri 7/23/04 Fri 7/23/04 52 City Engineer/LAPD Review 10 days Mon 7/26/04 Fri 8/6/04 53 Presentation to LAPD Commission 1 day Tue 8/3/04 Tue 8/3/04 54 Incorporate City Engineer Comments 5 days Mon 8/9/04 Fri 8/13/04 55 Submit Revised (Final) DD 0 days Fri 8/13/04 Fri 8/13/04 56 City Engineer/LAPD Review 10 days Mon 8/16/04 Fri 8/27/04 LOS ANGELES POLICE DEPARTMENT NEW HEADQUARTERS FACILITY PROJECT SCHEDULE Jan ifeb imar I Apr imavl Jun I Jul laua ISep 1 Oct INovlDec, 8/ Jan IFeblMarlAprlMavlJunl Jul lauolseploct INovlDec Jan IFeblMarlAprlMavlJunl Jul laualsep I Oct INovlDec I Jan IFeblMarlAprlMavlJunl Jul lauolseploct inovldecl Jan ifeblmarlapr t.... ' --..; : - -**.*- T. : : : : * ;*'..;.... * f.j...; r * i i : :... j---:---?---; i t....* :..... : : : ;... - :' ' i ; i- I---:---:----:- ; ;***.- J- - *.-**.** r - - ; - r r--- :* r..,....,... r - :!!! ; ' *-;** J"*;"* ; ; ; ; Contract: DMJMDesign/Roth+Sheppar Rev Date: Mon 9/22/03 Task Task Progress Critical Task ii H PI Critical Task Progress BB Milestone U Summary Rolled Up Task HI 11 Rolled Up Critical Task ji II Rolled Up Milestone O Rolled Up Progress Split External Tasks Page 1 Project Summary _ J External Milestone < ) _ J Deadline

76 EXHIBIT A ID Task Name Duration Start Finish 57 Presentation to Community 1 day Wed 8/25/04 Wed 8/25/04 58 Presentation to Oversight Committee 1 day Thu 8/26/04 Thu 8/26/04 59 City/LAPD Approval 0 days Fri 8/27/04 Fri 8/27/04 60 Construction Documents 150 days Mon 8/30/04 Fri 3/25/05 61 Authorization to Proceed to Next Phase 0 days Mon 8/30/04 Mon 8/30/04 62 Prepare 30% Construction Documents 25 days Mon 8/30/04 Fri 10/1/04 63 Issue 30% Construction Documents 0 days Fri 10/1/04 Fri 10/1/04 64 Statement of Probable Cost 10 days Mon 10/4/04 Fri 10/15/04 65 City Engineer Review 1 day Mon 10/4/04 Mon 10/4/04 66 Prepare 60% Construction Documents 25 days Mon 10/4/04 Fri 11/5/04 67 Issue 60% Construction Documents 0 days Fri 11/5/04 Fri 11/5/04 68 Statement of Probable Cost 10 days Mon 11/8/04 Fri 11/19/04 69 City Engineer Review... 1 day Mon 11/8/04 Mon 11/8/04 70 Prepare 90% Construction Documents 25 days Mon 11/8/04 Fri 12/10/04 71 Issue 90% Construction Documents 0 days Fri 12/10/04 Fri 12/10/04 72 Statement of Probable Cost 10 days Mon 12/13/04 Fri 12/24/04 73 City Engineer Review 1 day Mon 12/13/04 Mon 12/13/04 74 Plan Check/Agency Reviews 30 days Mon 12/13/04... Fri 1/21/05 75 Prepare 100% Construction Documents 30 days Mon 12/13/04 Fri 1/21/05 76 Incorporate Plan Check Corrections 10 days Mon 1/24/05 Fri 2/4/05 77 Issue 100% Construction Documents 0 days Fri 2/4/05 Fri 2/4/05 78 Constructibility Review Workshop 1 day Mon 2/7/05 Mon 2/7/05 79 City Engineer/Plan Check/Agency Review 20 days Mon 2/7/05 Fri 3/4/05 80 Final Statement of Probable Construction Cost 20 days Mon 2/7/05 Fri 3/4/05 81 Plan Check/Agency Approval 0 days i Fri 3/4/05 Fri 3/4/05 82 Incorporate City Engineer Comments 5 days Mon 3/7/05 Fri 3/11/05 83 City Engineer Review 10 days Mon 3/14/05 Fri 3/25/05 84 City Engineer Approval 0 days Fri 3/25/05...Fri 3/25/05 85 Bidding 111 days Mon 3/28/05 Mon 8/29/05 86 City Engineer Prepares & Advertises for Bid 20 days Mon 3/28/05 Fri 4/22/05 87 Bid Period 43 days Mon 4/25/05 Wed 6/22/05 88 Review/Amend City Bid Documents 10 days Mon 4/25/05 Fri 5/6/05 89 Develop Contractor Qualification Criteria 10 days Mon 4/25/05 90 Prepare Addenda 20 days Mon 5/9/05 Fri 6/3/05 91 Prepare Responses to Bidders 20 days Mon 5/9/05 Fri 6/3/05 92 Receive Bids/Bid Opening 0 days Wed 6/22/05 Wed 6/22/05 93 BPW Evaluate Bids 45 days Thu 6/23/05 Wed 8/24/05 94 Construction Contract Award Consultation 20 days Thu 6/23/05 Wed 7/20/05 95 Construction Contract Award & Execution 3 days Thu 8/25/05 Mon 8/29/ Construction Administration 599 days Mon 8/29/05 Fri 12/14/07 97 Notice to Proceed to General Contractor 0 days Mon 8/29/05 Mon 8/29/05 98 Pre-Construction Meeting 1 day Tue 8/30/05 Tue 8/30/05 99 Construction 559 days Tue 8/30/05 Fri 10/19/ Weekly Construction Meeting 551 days Tue 9/6/05 Tue 10/16/ Monthly Site Visit Report 541 days Tue 9/27/05 Tue 10/23/ Commissioning 40 days Mon 10/22/07 Fri 12/14/ Record Drawings 50 days Mon 12/17/07 Fri 2/22/ Receive Contractor Changes 0 days Mon 12/17/07 Mon 12/17/ Incorporate Contractor Changes 40 days Mon 12/17/07 Fri 2/8/ City Engineer Review 10 days Mon 2/11/08 Fri 2/22/ City Engineer Approval 0 days Fri 2/22/08 Fri 2/22/ End Project 0 days Fri 2/22/08 Fri 2/22/08 LOS ANGELES POLICE DEPARTMENT NEW HEADQUARTERS FACILITY PROJECT SCHEDULE F S''---:' v * - V v... *! - *; ,4r.. 1 ALW. ":'p jm i * * * !* * r * y f- -fiiitiih'iiiiiirn nrrri; : : : : HI UK; "' liiii:... : 4n2l2Z 2/22 ' Contract: DMJMDesign/Roth+Sheppar Rev Date: Mon 9/22/03 Task ii s E Critical Task Progress BBS Task Progress BB Milestone ^ Critical Task Summary Rolled Up Task Rolled Up Critical Task Roiled Up Milestone <Q> n 11 Rolled Up Progress Split External Tasks...J Project Summary External Milestone Deadline Page 2

77 EXHIBIT B PROJECT SERVICES HOURLY FEE SCHEDULE DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

78 EXHIBIT B HOURLY FEE RATE SCHEDULE DMJM DESIGN - ARCHITECTURE PERSONNEL HOURLY RATE Vice President/Principal $ Associate Principal $ Senior Associate $ Architect 5/Designer 7 $ Architect 4/Designer 6 $ Architect 3/Designer 5 $ Architect 2/Designer 4 $ Architect 1/Designer 3 $85.00 Designer 2 $70.00 Designer 1 $60.00 ROTH SHEPPARD ARCHITECTS PERSONNEL HOURLY RATE Principal Architect $ Design Architect $ Project Manager $ Project Architect $95.00 Staff Architect $85.00 Technician $65.00 Clerical $45.00 SHIMODA DESIGN GROUP - DESIGN ARCHITECT PERSONNEL HOURLY RATE Principal $ Designer $75.00 Architect $85.00 Project Architect $95.00 Job Captain $75.00 Technical Support/Draftsman $65.00 Clerical Support $45.00 STUDIO 0.10 ARCHITECTS - DESIGN ARCHITECT PERSONNEL HOURLY RATE Principal $ Project Architect $80.00 Project Manager $80.00 Project Designer $80.00 DMJM Design/Roth+Sheppard Joint Venture Design Agreement EXHIBIT B Page 1 of 4

79 Design Assistant $80.00 CADD $60.00 Administrative $45.00 JOHN FRIEDMAN ALICE KIMM - DESIGN ARCHITECT PERSONNEL HOURLY RATE Principal $ Designer $75.00 Architect $75.00 Job Captain $75.00 Technical Support $55.00 Clerical Support $45.00 TMAD ENGINEERS - MEP ENGINEERING PERSONNEL HOURLY RATE Principal Engineer $ Project Manager $ Project/Senior Engineer $ Engineer $90.00 Designer $80.00 CADD Operator $70.00 Construction Administrator $85.00 Word Processor/Clerical $50.00 KAMINSKI KANEKO DESIGN - GRAPHICS & SIGNAGE PERSONNEL HOURLY RATE Principal. $ Senior Designer $ Administrative $62.50 MERRY NORRIS CONTEMPORARY ART - ART CONSULTANT PERSONNEL HOURLY RATE Principal $ YUANG TAI, INC. - COST ESTIMATING PERSONNEL HOURLY RATE Principal $ Chief Estimator $96.00 Senior Estimator/Scheduler $82.00 Estimator/Scheduler $75.00 Junior Estimator/Scheduler $65.00 Computer Operator $44.00 Secretarial $38.50 DMJM Design/Roth+Sheppard Joint Venture Design Agreement EXHIBIT B Page 2 of 4

80 CIBOLA SYSTEMS - AUDIO-VISUAL PERSONNEL HOURLY RATE President $ Vice President $ Accountant $ Business Development $ Director, Finance & Administration $ Senior Project Engineer $ Senior Design Engineer $ Project Engineer $ Project Designer $ Purchasing Manager $ Service Manager $ Systems Engineer $ Technician (Level 1) $ Designer $95.00 Engineer $95.00 Technician (Level 2) $95.00 Accounting Assistant $60.00 Purchasing Assistant $60.00 Secretary $60.00 Technical Assistant $60.00 CINI-LITTLE INTERNATIONAL, INC. PERSONNEL HOURLY RATE Senior Officers $250 - $ Officers $175-$ Senior Associates $100-$ Associates $65-$ CADD Services $55-$ Administrative Services $50 - $60.00 MELENDREZ DESIGN PARTNERS - LANDSCAPE PERSONNEL HOURLY RATE Principal $ Senior Associate $ Associate $ Senior Design Staff $ Design Staff $85.00 Administrative $80.00 Clerical $75.00 DMJM Design/Roth+Sheppard Joint Venture Design Agreement EXHIBIT B Page 3 of 4

81 DELON HAMPTON & ASSOCIATES, CHARTERED PERSONNEL HOURLY RATE Sr. Principal Engineer $158-$ Principal Engineer/Engineer Manager $ Project Manager $ Senior Engineer $ Project Engineer $ Engineer III $82.00 Technician Specialist $94.00 Senior Technician $76.50 Technician $65.50 Clerical Support $53.00 SCHIRMER ENGINEERING PERSONNEL HOURLY RATE Regional Manager $ Project Manager/Director $ Senior Consultant/Designer $ Associate Consultant/Designer $ CADD $63.00 VSA n ASSOCIATES - ACOUSTICS, NOISE, VIBRATION, CONSULANTS PERSONNEL HOURLY RATE Principal $ Associate III $ Associate II $90.00 Associate I $70.00 Technician $70.00 Secretarial $40.00 DMJM Design/Roth+Sheppard Joint Venture Design Agreement EXHIBIT B Page 4 of 4

82 EXHIBIT C MBE/WBE/OBE UTILIZATION PROFILE DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

83 Month Firm: EXHIBIT C to PERSONAL SERVICES CONTRACT MBE/WBE/DBE/OBE UTILIZATION PROFILE Title: Contract: Execution Date: Expiration Date: DMJM Design / Roth+Sheppard LAPD New Headquarters Facility Architectural and Engineering Design Services Contract Celling: $11,300,000 Total Prime MBE WBE DBE Planned OBE I Contractual: $7,218, % $2,985, % $889, % ;$ % $206,998 1,83% %of %of %of %of %of Planned Planned Planned Planned Planned $ $ $ $ $ $ Payments Payments Payments Payments Payments to Date to Date to Date to Date to Date '. Endlnq 1 Sep-03 $ - $ - 100,00% $ % $ % :$ % s % 2 10/31/03 $ $ % 0.00% s %.$ %l $ % 3 11/29/03 $ 380,980 $ 380, % $ % $ % $ % $ % 4 12/31/03 $ - $ % $ %.$ % $ % $ % 5 01/31/04 $ - $ % $ ' % $ % $ % $ % 6 02/29/04 $. - $ - ' % $ % $ %.$ % $ % 7 03/31/04 51,008, % $ 238, % $ 71, % S' 0.00% $ 16, % 8 04/30/04 :$ - $ % % $ % ;$ % s % 9 05/29/04 $ - $ % % $ % $ % $ % 10 06/30/04 $ - $ % % S % $ % $ % 11 7/31/04 $ - $ % $ % $ % $ % $ % 12 8/31/04 $ 2,072,58B $1,378, % $ % $151, % $ % $ 35, % 13 9/30/04 $ - $ % $ % $ % $ 0.00% $ % 14 10/30/04 $ - $ % % $ % i$ % $ % 15 11/30/04 $, -, $ % $ % $ % $ % $ % 16 12/31/04 $ - $ % :$ % $ % $ ' % $ % 17 1/29/05 $ - $ % % $ % $ % $ ' % 18 2/28/05 $ - $ % % $ % $ % '$ ' % 19 3/31/05 $ - $ % $ % $ % :$ % $ % 20 4/30/05 $ 3.360,000 $2,135, % 4 895, % $266, % $ % $ 62, % 21 5/31/05 $ - $ % % $ 7.17% $ T % $ % 22 6/30/05 $ - $ % $ %t $ % $ ' % $ % 23 7/30/05 $ - $ % $ %l $ % $ % $ % 24 8/31/05 $ - ' $ % $ % $ % S' '. 0.00% $ % 25 9/30/05 $ 560,100 $ 355, % $ 149, % $ 44, % $ % $ 10, % 26 10/29/05 $' - $ % $ ' % $' 7.23% $ % $ % 27 11/30/05 $ - 8$ % $ % $ % $ % $ \ % 28 12/31/05 $ - li % % $ %.$ 0.00% $ ' % 29 1/31/06.$ - $ % % $ ' % $ ' -r 0.00% S % 30 2/28/06 $ - $ % $ % $ ' % $ % $ % 31 3/31/06 s - $ % $ % $ % $ - ' 0.00% $ % 32 4/30/06 $ -. $ % % $ %!$. 0.00% $. 1.68% 33 5/31/06 $-. - $ % % $ % :$ 0.00% S % 34 6/30/06 $ - $ 66.82%!'$ % $ % 0.00% $ % 35 7/29/06 $ $ % % $ % 0.00% $/ % 36 8/31/06 $. - $ % % $ % :$ % $.' % 37 9/30/06 $1,120,000 $ 711, % $ 298, % $ 88, % $ % $ 20, % 38 10/31/06 $ - $ % $ % $ % $ % $ % 39 11/30/06 $ - $ ' % $ % $ % $ % s % 40 12/30/06 $ - : $ % $ 24.58% $ % '$.' -' 0.00% $ ' 1.70% 41 1/31/07 $ ' - ' $ % $ % $ % $ % $ % 42 2/28/07 $ -. $ % 4 ' ' 24.58% $ % -$. 0.00% $, % 43 3/31/07 $ $ % $ % $ % $ % $ % 44 4/30/07 $ - $ % $ % 7.32% $ % $ % 45 5/31/07 $1,398,970 $ 786, % $ % $133, % $ % $ % 46 6/30/07 $ - $ % $ % $ % :$ % $ % 47 7/31/07 $ - $ % $ % $ % $' 0.00% $-' 1.78% 48 8/31/07 $ - $ % % $ % $ % $ % 49 9/29/07 $. $ % 4 ^ 25.63% $ % $ % $ % 50 10/31/07 $ - $ % $ % $ % $ % $ % /30/07 12/31/07 1/31/08 2/28/08 3/30/08 4/30/08 $ - $ - $ - $ ' - $ - $1,398,970 $ - $ - $ - $ -.$ - $ 786, % $ % $ % Is % $ % % $ % 25.63% 25.63% 25.63% 25.63% 26.42% $ - $. $ - $ - $ - $133, % 7.63% 7.63% 7.63% 7.63% 7.87% $ - $. $ - $ - - $ - $ 0.00% $ - - ' 0.00% 0.00% $ % $. 0.00% $' % l $ 31,048 \ Total Planned $ 11,300,000 $7,218, % $2,985, % $889, % $ % $206, % 1.78% 1.78% 1.78% 1.78% 1.78% 1.83% Notes: = to be filled out by Consultant and Project Manager - other fields are calculated DMJM Design/Roth+Sheppard Joint Venture Design Agreement EXHIBIT C Rev. Date: 08/07/03 Page 1 of 2

84 DEPARTMENT OF PUBLIC WORKS MINORITY BUSINESS ENTERPRISE WOMEN BUSINESS ENTERPRISE OTHER BUSINESS ENTERPRISE UTILIZATION PROFILE Project Title: LAPD New Headquarters Facility W. O. No.: El 70910A Dept/Location: Contract No.: Consultant: DM]M Design/Roth+Sheppard Date: August 7, 2003 Professional Fees Amount Invoiced Contract Amount: $ 11,300, to Date: $ - MBE WBE OBE MBE/WBE/OBE Contracted Amount: $ 2,985, $ 889, $ 206, MBE/WBE/OBE % of Contract: 26.42% 7.87% 1.83% SCHEDULED INVOICED TO PARTICIPATION SUBCONTRACT MBE CONSULTANTS DATE TO DATE AMOUNT TMAD $ 2,033, Yuang Tai, Inc. $ - $ 181, Ted Short St Associates $ - $ 51, VS A St Associates $ - $ 77,625 Shimoda Design Group $ - $ 240,750 Studio 0.10 $ - $ 240,750 Delon Hampton Associates $ - $ 160,500 Total: * % $ 2,985, SCHEDULED INVOICED TO PARTICIPATION SUBCONTRACT WBE CONSULTANTS DATE TO DATE AMOUNT Friedman Kim Architects $ - $ 290, Melendrez Design Partners $ 256, Cibola Systems $ 155, Kaminski Kaneko Design $ 103, Merry Norris Contemporary Art $ 51, Melendrez Design Group-outreach $31, Total: $ % $ 889, SCHEDULED INVOICED TO PARTICIPATION SUBCONTRACT OBE CONSULTANTS DATE TO DATE AMOUNT Cini Little $ - $ 103, Shirmer Engineering $ - $ 103, Total: $ % $ 206, DMJM Design/Roth+Sheppard Joint Venture Design Agreement Exhibit C Rev. 08/07/03 Page 2 of 2

85 EXHIBIT D INSURANCE REQUIREMENTS DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

86 EXHIBIT D INSURANCE REQUIREMENTS Name: DMJM Desian/Roth + Sheppard Joint Venture / Date: June Contract/Reference: New Los Anaeles Police Headquarters Facility Evidence of coverage checked having as a minimum the limits shown must be submitted and approved prior to occupancy/start of operations. Amounts shown are Combined Single Limits ( CSL"). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. X Workers Compensation (Statutory Limit)/Employer's Liability Limit: $ X Waiver of Subrogation in favor of City of Los Angeles X General Liability Insurance (per occurrence): $ X Premises and Operations Collapse & Underground X Contractual Liability X Products/Completed Operations X Independent Contractors Fire Leaal Liabilitv Other X Automobile Liability Insurance (per occurrence): With $2,000,000 general aggregate X Hired Automobiles X X Non-owned Automobiles Owned Automobiles $ X Professional Liability (Errors and Omissions per occurrence) $ Discovery period: 12 MONTHS AFTER COMPLETION OF WORK OR FROM DATE OF TERMINATION OF THE AGREEMENT/CONTRACT. roperty Insurance to cover value of building (as determined by the City or insurance company) All Risk Coverage Boiler & Machinery Extended Coverage Debris Removal Flood $ Earthquake $_ Pollution Liability $. Fidelity Bond Surety Bond $.

87 EXHIBIT E CERTIFICATION OF COMPLIANCE WITH CHILD SUPPORT OBLIGATIONS DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

88 City of Los Angeles CERTIFICATION OF COMPLIANCE WITH CHILD SUPPORT OBLIGATIONS This document must be returned with the Proposal/Bid Response The undersigned hereby agrees that DM1MH+N. Inc. DBA DMIMdesign will: Name of Business 1. ' Fully comply with all applicable State and Federal employment reporting requirements for its employees. 2. Fully comply with and implement all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment 3. Certify that the principal owner(s) of the business are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally. 4. Certify that the business will maintain such compliance throughout the term of the contract. 5. This certification is a material representation of fact upon which reliance was placed when the parties entered into this transaction. 6. The undersigned shall require that the language of this Certification be included in all subcontracts and that all subcontractors shall certify and disclose accordingly. To the best of my knowledge, I declare under penalty of perjury that the foregoing is true and was executed at: Los Angeles / Los Angeles County / California City/County/State. May 27, 2003 Date DMJMH+N, Inc. DBA DMJMdesign 515 South Flower street Los Angeles, CA Name of Business Address Z/ T» Signature of Authorized Officer or Representative Principal Titie Dana Taylor Print Name (213) Telephone Number Child Support Cert/BOE/Q&S/jm/09/01 EXHIBIT E DMJM Design/Roth+Sheppard Design Agreement

89 CITY OF LOS ANGELES VENDOR CHILD CARE POLICY STATEMENT CHILD CARE DECLARATION STATEMENT The business concern listed below hereby declares the following status on the [Child Care Policy of the City oflos Angeles, XI. VENDORSdas defined in die attached supplementary instructions to bidders. It is incumbent upon die Concern to notify the City of any changes applicable to this declaration. DMHV1H+N. Inc. DBA DMIMdesign Business Name 515 South Flower Street Los Angeles. CA Business Address (213) Telephone Number, Director of H.R. Signature/Title Note: A stated child care policy may include services and/or benefits for employees and their families, including infants through school-age child care centers or family day care homes, before and after school programs, day camps, services for ill children, children with special needs, family leave and more. Please refer to the attached instructions for definitions. Please check ALL items on the form that apply to your business concern. PART ONE YES DOES YOUR BUSINESS HAVE A STATED CHILD CARE POLICY? H If YES, please attach a copy PART TWO DOES YOUR BUSINESS PROVIDE CHILD CARE ASSISTANCE? I If YES, Please check which form/s of assistance Level I Assistance Subsidized company child care center D Subsidized network of child care homes 0 Child care reimbursement in addition to other benefits M Child care reimbursement in a flexible benefit package 0 Paid parental leave M Purchase of spaces for employees in community child care Program/s (center or homes) D Level II Assistance Salary set-aside/flexible spending account funded with. employee salary dollars/section 125 K Child Care referral services M Parenting Seminars D Counseling on work/family issues M Start-up of a self-supporting center D Start-up contributions to a Cbonsortium centero D Level III Assistance Flexible work hours H Flex-place/work-at-home 0 Permanent part-time job/job sharing H Work-at-home following maternity leave 0 Unpaid parental leave M Donation to enhance child care program D Other (Describe) NO 0 0 D 0 D Q 0 0 D D 0 D 0 D 0 D I have read and completed the Child Care Declaration Statement and verify that the information provided is true and cprrect. Name and Title ' " Date S-^-03 City Departments: Please return a copy of this form to: 200 North Spring Street, #2200, Los Angeles, CA EXHIBIT E DMJM Design/Roth+Sheppard Design Agreement

90 AECOM Highlights Introduction IMPORTANT NOTE You cannot enroll in the dependent care spending account unless you have dependents who qualify. The dependent care spending account allows you to pay for certain child care and other depen-. dent care services that are necessary for you to work or, if you are married, for both you and your spouse to work. Your contributions cannot exceed the lesser of ' $5,000 $2,500 if you are married, filing ' separate tax returns $5,000 if you are a single head of household. Your earned income or, if less, your spouse's earned income There are additional limitations if your spouse is a full-time student or is fully disabled. Contact ESS for details. Eligible Expenses Expenses can be paid from your spending account if they meet the following requirements: Dependent child must be under 13 and must be your dependent under federal tax rules. (If yourchild reaches age 13 during the year, you cannot stop your payroll deductions.) The services may be provided inside or outside your home, but not by someone who is your minor child or your depen-' dent for income tax purposes. If the services are provided by a day-care facility that, cares for six or more children at the same time, it must comply with all applicable state and local regulations. Services must be for the physical care of the child, not for education, meals, etc., unless the expenses cannot be separated. Any other dependent care. expenses that are considered tax-deductible by the IRS are eligible. The dependent care spending account can also be used for dependent care expenses of someone over 13 years old whom you claim as an eligible dependent for income tax purposes. This dependent must be incapable of self-care (for example, an invalid parent). The dependent must regularly spend at least eight hours per day in your home. The same rules that apply for child care apply to the care of other dependents, except that the dependent need not be under age 13. Expenses Not Covered The following types of expenses are excluded from payment: The. cost of transporting a qualified dependent from your home to the care location Payments for care provided by a child of yours who is under age 19 at the end of the year. or payments made to any other dependent for whom you could.. claim a tax exemption. v > MSISRHI shfe1 V m 11 n lot]i schi i ;,h1.icqi1 eri I v: f:. A/fit n submiilinq ivqx n> *, yi u../. (iiiiuf inriuri* (hr r orul > crun^.... ^nnnhi'i oi i ninjoy>'i id< f fjir riiuni kivumibi :i Vi! "1 be, itit-liyitlufi! otsitgu/'-i <. n 1/'11ionj /A'viiJi iri\u petitln n i>.fo 1. I.. :ib'i:vif:es '.-Yon -wili'l h :: me wj-vfii si'/it :1 ' ~ gorily Pn 'So- liici'crwirir it.-x >f 1j j f. K ^;ii(v.ppt-.b;ilv;n'ce-j'ri:!li«:'ijeije:<u.hiji'l-ir' -! y ::it p-qpt ytiiihi j. ccccoii'p.-jit^-ir - - r'ciiii uu;; iu].pnr l!lai'i.yi.jijj'bbcaiin^ : j'ti i'h ilini-iny' is.gei.i'iiij'jiil ei-i ji ofi'i"'.:.' - I-ygiJrippy.el:iripHintt%o.bftVcoed ii:.- Kr-ji/i' t---; v.-; [-Soiitl.'lhb' [( ifnbvj!n'(m-iiei.rl H!{ifhbs1. \;i, ; CIGNA Rounhut Yemeni ^ Accounts 11 /I r»/»rti *, P.O Box WPl,2b CluiU.inovgu Tonnt'isee If You Leave the Company If you leave the company, your contributions to the dependent' care spending account will, auto- Jol. matically stop. You may continue to submit reimbursement claims Any y^«- for expenses incurred prior to,;. the date your employment : b...,. - terminated.... ^ ' ' '-P.^r-i-Kw EXHIBIT E DMJM Design/Roth+Sheppard Design Agreement

91 AECOM Highlights ) Health Care Spending Account The IRS allows you to deduct certain health care expenses on your tax return if they exceed 7.5 percent of your adjusted gross income. If you do, you may not be reimbursed for these expenses through the spending account. You can use both the spending account and the tax deduction, but you may not claim the same expenses for both. For many individuals, using the spending account will be advantageous. Dependent Care Spendfng Account The dependent care spending account is governedby sections of the Internal Revenue Code, which provide an income tax credit for dependent care expenses only if the care is necessary for you or you and your Spouse to work. The maximum allowable expenses for your tax credit are $2,400 per year for one dependent and $4,800 per year for two or more dependents (subject to reduction based on your adjusted gross income). credit varies depending on the number of dependents and your income level; you should discuss your specific situation with your tax advisor before deciding how to handle your dependent care expenses. Changes in Taxation There is no guarantee that privileges under these plans may not, at some time in the future, be declared subject to taxation by the Internal Revenue Service. In the event privileges or benefits ' are subject to taxation, you will be liable for any tax that may be imposed. Since the amount you contribute to a health or dependent care spending account will be taken from your pay before taxes (including your share of social security taxes), your wages subject to social security will be reduced. This may-affect your future social security benefits. IRS publications 502 and 503 contain more details on allowable expenses. Copies are available through your local IRS office. '. The actual credit will be a percentage of your, allowable expenses, based on your salary level. Any expenses reimbursed under r...y this plan will reduce, dollar for dollar, the tax credit allowed on your federal income tax return. Because the amount of the tax 20 EXHIBIT E" DMJM Design/Roth+Sheppard Design Agreement

92 EXHIBIT F SERVICE CONTRACT WORKERS RETENTION ORDINANCE AND LIVING WAGE ORDINANCE DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

93 . J CITY OF LOS ANGELES PLEDGE OF COMPLIANCE WITH CONTRACTOR RESPONSIBILITY ORDINANCE Los Angeles Administrative Code (LAAC) Section et seq. (Contractor Responsibility Ordinance) provides that, unless specifically exempt, City contractors working under service contracts of at least $25,000 and three months, contracts for the purchase of goods and products of at least $100,000, contracts for the purchase of gamrients of at least $25,000, and construction contracts of any amount; public lessees; public licensees; and certain recipients of City financial assistance or City grant funds, shall comply with all applicable provisions of the Ordinance. Upon award Of a City contract, public lease, public license, financial assistance or grant, the contractor, public lessee, public licensee, City financial assistance recipient, or grant recipient, and any its subcontractors), shall submit this Pledge of Compliance to the awarding authority. The contractor agrees to comply with the Contractor Responsibility Ordinance and the following provisions: (a) To comply with all federal, state, and local laws in the performance of the contract, including but not limited to laws regarding health and safety, labor and employment, wage and hours, and licensing laws, which affect employees. (b) To notify the awarding authority within 30 calendar days after receiving notification that any governmental agency has initiated an investigation which may result in a finding that the contractor did not comply with any federal, state, or local law in the performance of the contract, including but not limited to laws regarding health and safety, labor and employment, wage and hours, and licensing laws, which affect employees. (c) To notify the awarding authority within 30 calendar days of all findings by a governmental agency or court of competent jurisdiction that the contractor has violated any federal, state, or local law in the performance of the contract, including but not limited to laws regarding health and safety, labor and employment, wage and hours, and licensing laws which affect employees. (d) If applicable, to provide the awarding authority, within 30 calendar days, updated responses to the Responsibility Questionnaire if any change occurs which would change any response contained within the : Responsibility Questionnaire and such change would affect the contractor s fitness and ability to continue the contract. (e) To ensure that subcontractors working oh the City agreement (including contractors or subcontractors of a public lessee, licensee, sublessee, or sublicensee that perform or assist in performing services on the leased or licensed premises) shall comply with all federal, state, and local laws in the performance of the contract, including but not limited to laws regarding health and safety, labor and employment, wage and hours, and licensing laws, which affect employees. (f) To ensure that subcontractors working on the City agreement (including contractors or subcontractors of a public lessee, licensee, sublessee, sublicensee that perform or assist in performing services on the leased or licensed premises) submit a Pledge of Compliance. (g) To ensure that subcontractors working on the City agreement (including contractors or subcontractors of a public lessee, licensee, sublessee, or sublicensee that perform or assist in performing services on the leased or licensed premises) shall comply with paragraphs (b) and (c). Failure to complete and submit this form to the Awarding Authority may result in withholding of payments by the City Controller, or contract termination. DMIMH+N. Inc. DBA DMJMdesign 515 South Flower Street Los Angeles, CA Date Dana Taylor, AIA Principal Print Name and Title of Officer or Authorized Representative Bureau of Engineering, City of Los Angeles Awarding City Department Contract Number CRO Pledge of Compliance (Rev. 09/13/01) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

94 SERVICE CITY OF LOS ANGELES RESPONSIBILITY QUESTIONNAIRE RESPONSES TO THE QUESTIONS CONTAINED IN THIS QUESTIONNAIRE MUST BE SUBMITTED ON THIS FORM. In responding to the Questionnaire, neither the City form, nor any of the questions contained therein, may be retyped, recreated, modified, altered, or changed in any way, in whole or in part. Bidders or Proposers that submit responses on a form that has been retyped, recreated, modified, altered, or changed in any way shall be deemed non-responsive. The. signatory, of this Questionnaire guarantees the. truth and accuracy, of all. statements and answers to the questions herein.. Failure to complete and return this questionnaire,, any. false, statements, or failure to answer (a) question(s). when required, may. render the bid/proposal non-responsive... All responses must be. typewritten or printed in ink.. Where an explanation is required or where, additional, space, is needed to explain an answer, use the. Responsibility Questionnaire Attachments. Submit the completed form and all attachments to the awarding authority.. Retain a copy of this, completed form for future, reference.. Contractors must submit updated, information to. the. awarding authority if changes have, occurred, that would render any of the responses. inaccurate, in any. way. Updates must be submitted to. the awarding authority, within 30. days of the change(s). A. CONTACT INFORMATION CITY. DEPARTMENT. INFORMATION Bureau of Engineering Mr. Sam Tanaka (213) City. Department/Division Awarding Contract... New Police Headquarters Building City Bid or Contract Number, (if applicable) and. Project Title. ' - City Contact Person... Phone BIDDER/CONTRACTOR INFORMATION DMJMH+N,, Inc. DBA DMJMdesign Bidder/Proposer. Business. Name 515 South Flower Street Los Angeles CA Street Address Dana Taylor, AIA Principal... City... State (213) Contact Person, Title Phone... Fax Zip (213) TYPE OF SUBMISSION: The. Questionnaire being submitted is: An initial submission of a completed Questionnaire. An update of a prior Questionnaire dated / / jf^no change, f certify under penalty of perjury, under the laws of the State of California that there has been no. change, to any of the responses since the last Responsibility Questionnaire dated 05 / 30 / 0v3 was submitted by the firm. Attach a copy of that Questionnaire and sign below. Dana Taylor, AIA Principal < Print Name, Title lature Date TOTAL NUMBER OF PAGES SUBMITTED, INCLUDING ALL ATTACHMENTS: I ~1 Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

95 SERVICE B. BUSINESS ORGANIZATION/STRUCTURE Indicate the organizational structure of your firm. Firm" includes a sole proprietorship, corporation, joint venture, consortium, association, or any combination thereof. & Corporation: Date incorporated: 02 / 01 / I960 state of incorporation: California List the corporation s current officers.. President: Raymond A. Landy Vice President: : Secretary: Robyn L. Miller Treasurer. Dennis A. Oeslatte Check the box only if your firm is a publicly traded corporation. List those who own 5% or more of the corporation s stocks. Use Attachment A if more space is needed. Publicly traded corporations need not list the owners of 5% or more of the corporation s stocks. DMJMH+N, Inc, is-100%-owned bv AECQM Technology Corporation-' Limited Liability Company: Date of formation: / / State of formation: ' List members who own 5% or more of the company. Use Attachment A if more space is needed. Partnership: Date formed: / / State of formation: List all partners in your firm. Use Attachment A if more space is needed. Sole Proprietorship: Date started: / / List any firm(s) that you have been associated with as an owner, partner, or officer for the last five years. Use Attachment A if more space is needed. Do not include ownership of stock in a publicly traded company in your response to this question. Joint Venture: Date.formed: / / List: (1) each firm that is a member of the joint venture and (2) the percentage of ownership the firm will have in the joint venture. Use Attachment A if more space is needed. Each member of the Joint Venture must complete a separate Questionnaire for the Joint Venture s submission to be considered as responsive to the invitation. Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

96 SERVICE C. OWNERSHIP AND NAME CHANGES 1. Is your firm a subsidiary, parent, holding company, or affiliate of another firm? 0 Yes No If Yes, explain on Attachment A the relationship between your firm and the associated firms. Include information about an affiliated firm only if one firm owns 50% or more of another firm, or if an owner, partner or officer of your firm holds a similar position in another firm, 2. Has any of.the firm s owners, partners, or officers operated a similar business in the past five years? Yes dl No If Yes, list on Attachment A the names and addresses of all such businesses, and the person who operated the business. Include information about a similar business only if an owner, partner or officer of your firm holds a similar position in another firm. 3. Has the firm changed names in the past five years? Yes No If Yes, list on Attachment A all prior names, addresses, and the dates they were used. Explain the reason for each name change in the last five years. 4. Are any of your firm s licenses held in the name of a corporation or partnership? Yes $ No (Not 1n...th^jStatd of California). If Yes, list on Attachment A the name of the corporation or partnership that actually holds the license. Bidders/Contractors must continue on to Section D and answer ail remaining questions contained in this Questionnaire. The responses to the remaining questions in this Questionnaire will not be posted on the internet but will be made available to the public for review upon request. Contact the appropriate Designated Administrative Agency. Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

97 SERVICE D. FINANCIAL RESOURCES AND RESPONSIBILITY 5. Is your firm now, or has it ever been at any time in the last five years, the debtor in a bankruptcy case? Yes 13 No If Yes, explain on Attachment B the circumstances surrounding each instance. 6. Is your company in the process of, or in negotiations toward, being sold? Yes 13 No If Yes, explain the circumstances on Attachment B. E. PERFORMANCE HISTORY 7. How many years has your firm been in business? 57 Years. 8. Has your firm ever held any contracts with the City of Los Angeles or any of its departments? m Yes No If, Yes, list on an Attachment B all contracts your firm has had with the City of Los Angeles for the last 10 years. For each contract listed in response to this question, include: (a) entity name; (b) purpose of contract; (c) total cost; (d) starting date; and (e) ending date. 9. List on Attachment B all contracts your firm has had with any private or governmental entity (other than the City of Los Angeles) over the last five years that are similar to the work to be performed on the contract for which you are bidding or proposing. For each contract listed in response to this question, include: (a) entity name; (b) purpose of contract; (c) total cost; (d) starting date; and (e) ending date. Check the box if you have not had any similar contracts in the last five years 10. In the past five years, has a governmental or private entity or individual terminated your firm s contract prior to completion of the contract? Yes Ilf No (No contracts terminated for cause or default) If Yes, explain on Attachment B the circumstances surrounding each instance. 11. In the past five years, has your firm used any subcontractor to perform work on a government contract when you knew that the subcontractor had been debarred by a governmental entity? Yes dt No If Yes, explain on Attachment B the circumstances surrounding each instance. 12. In the past five years, has your firm been debarred or determined to be a non-responsible bidder or contractor? Yes C3. No If Yes, explain on Attachment B the circumstances surrounding each instance. Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

98 F. DISPUTES SERVICE 13. In the past five years, has'your firm been the defendant in court on a matter related to any of the following issues? For parts (a) and (b) below, check Yes even if the matter proceeded to arbitration without court litigation. For part (c), check Yes only if the matter proceeded to court litigation. If you answer Yes to any of the questions below, explain the circumstances surrounding each instance on Attachment B. You must include the following in vour response: the name of the plaintiffs in each court case, the specific causes of action in each case: the date each case was filed: and the disposition/current status of each case. (a) Payment to subcontractors? Yes No * (b) Work performance on a contract? EX Yes * No. (c) Employment-related litigation brought by an employee?. Kl Yes* No 14. Does your firm have any outstanding judgements pending against it? Yes Q3. No If Yes, explain on Attachment B the circumstances surrounding each instance. 15. In the past five years, has your firm been assessed liquidated damages on a contract? Yes [3 No. If Yes, explain on Attachment B the circumstances surrounding each instance and identify ail such projects, the amount assessed and paid, and the name and address of the project owner. G. COMPLIANCE 16. In the past five years, has your firm or any of its owners, partners or officers, ever been investigated, cited, assessed any penalties, or been found to have violated any laws, rules, or regulations enforced or administered, by any of the governmental entities listed on Attachment C (Page 9)? For this question, the term owner does not include owners of stock in your firm if your firm is a publicly traded corporation. Yes D9 No If Yes, explain on Attachment B the circumstances surrounding each instance, including the entity that was involved, the dates of such instances, and the outcome. 17. If a license is required to perform any services provided by your firm, in the past five years, has your firm, or any person employed by your firm, been investigated, cited, assessed any penalties, subject to any disciplinary action by a licensing agency, or found to have violated any licensing laws? Yes DO No.. If Yes, explain on Attachment B the circumstances surrounding each instance in the last five years. *.In October 2001, the. facflities practices of Daniel, Mann, Johnson & Mendenhall and its sister company;holmes & Narver, Inc. were combined into a single entity - DMJMH+N, Inc. At the same time, the. infrastructure practices of the two companies were combined, with that of sister company Frederic R. Harris, Inc. as DMJM+Harris, Inc. As " *his submission is fo:r DMJMH+N, Ihc.., these responses,.are specific to the practices now included in that company, and do not include litigation from our discontinued Refpo^sMlyQ^es1ionralre (Revr05?1ol)2F Practice. EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

99 18. In the past five years, has your firm, any of its owners, partners, or officers, ever been penalized or given a letter of warning by the City of Los Angeles for failing to obtain authorization from the City for the substitution of a Minority-owned (MBE), Women-owned (WBE), or Other (OBE) business enterprise? Yes. KJNo.. SERVICE If Yes, explain on Attachment B the circumstances surrounding each instance in the last five years. H. BUSINESS INTEGRITY 19. For questions (a), (b), and (c) below, check Yes if the situation applies to your firm. For these questions, the term firm includes any owners, partners, or officers in the firm. The term owner does not include owners of stock in your firm if the firm is a publicly traded, corporation. If you check Yes to any of the questions below, explain on Attachment B the circumstances surrounding each instance. (a) Is a governmental entity or public utility currently investigating your firm for making (a) false claim(s) or material misrepresentation(s)? Yes D No (b) In the past five years, has a governmental entity or public utility alleged or determined that your firm made (a) false claim(s) or material misrepresentation(s)? Q Yes l No. (c) In the past five years, has your firm been convicted or found liable in a civil suit for, making (a) false claim(s) or material misrepresentation(s) to any governmental entity or public utility?. Yes [p No 20. In the past five years, has your firm or any of its owners or officers been convicted of a crime involving the bidding of a government contract, the awarding of a government contract, the performance of a government contract, or the crime of fraud, theft, embezzlement, perjury, bribery? For this question, the term owner does not include those who own stock in a publicly traded corporation. Yes 03 No If Yes, explain on Attachment B the circumstances surrounding each instance. CERTIFICATION UNDER PENALTY OF PERJURY I certify under penalty of perjury under the laws of the State of California that I have read and understand the questions contained in this questionnaire and the responses contained on all Attachments. I further certify that I have provided full and complete answers to each question, and that all information provided in response to this Questionnaire is true and accurate to the best of my knowledge and belief.. Dana Taylor. AIA Principal Print Name, Title (SThuA. foj^t Signature ure V o Responsibility Questionnaire (Rev. 05/10/02) exhibit f DMJM Design/Roth+Sheppard Design Agreement

100 / i ' ( i ATTACHMENT A FOR SECTIONS A THROUGH C ii SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.1 ITEM 1: FURTHER RESPONSE TO QUESTION B. DIRECTORS of DMJMH+N, Inc. Stuart Laff. Vice President Craig B. Smith Joseph T. Lawton Vice President James Royer Lawrence S. Bovai Steven A. Lichtenberger Vice President Douglas D. Smith William M. Lundin Vice President Howard Melton Vice President. OFFICERS of DMJMH+N, Inc. Jonathan Miller Vice President '.Craig B.Smith Chairman.... Robyn L. Miller Vice Presidenl/General James Royer Chief Executive Officer Counsel/Secretary Raymond A. Landy President Robert L. Murphy Vice President. Lawrence S. Bovai Executive Vice President/Chief Operating Kelly Olson Vice President Officer Sandra O'Neil Vice President Raymond W. Holdsworth Executive Vice President William Quade Vice President Paul P. Steinke Executive Vice President Michal R. Robinson Vice President Wayne San Filippo Vice President Hilario Candela Senior Vice President William Sewell Vice President Franklin E. Coffman Senior Vice President Douglas D. Smith Vice President/Assistant Secretary Ben LEvaris Senior Vice President Craig Stark. Vice President D. Michael Flynn Senior Vice President Harry Steinke Vice President Lester M. Hunkele III Senior Vice President JamesStewart Vice President Craig Kenyon Senior Vice President Dana Taylor Vice President Albert Konvicka Senior Vice President Michael Wiemers Vice President Daniel R. McKelvie Senior Vice President Alice Wilson Vice President Peter Spillis Senior Vice President A.C. Atherton. Principal Joseph F. Aimers Vice President Guillermo Carreras Principal Aramis Alvarez Vice President Jeff Damron Principal Keith Bailey Vice President. Paul Danna Principal Tracy Barrow Vice President Donald Dwore Principal Timothy N. Beally Vice President Julio Grabiel Principal Fred J. Borich Vice President Jorge Iglesias Principal Thomas J. Calhoun Vice President Ken Jandura Principal Stacie Condrell Vice President Michael Kerwin Principal Jesus Cruz Vice President Michael C. Mann Principal Dennis A. Deslatte Vice President/Controller/Assistant Dean Newberry Principal Secretary/Treasurer Enrique Macia Principal Frederick J. Gans Vice President Jose Palacios Principal Susan Keegan Gary Vice President Bharat P. Patel Principal John Gorkowski Vice President Allen Patrick Principal Mark A. Graves Vice President Paul Reinarman Principal W. Ronald Hunt Vice President Michael Retford Principal William M. Ikeda Vice President Richard Riveire Principal Aldon Jenkins Vice President Lauren L. Rottet Principal Wade Joffrion Vice President Raphael Samach Principal Thomas A. Joldersma Vice Presidenl/Chief Financial Officer Andrew Sauvage Principal Richard Keenan Vice President John W. Sorce Principal Julie Kim Vice President Sven B. Svendsen Principal Deborah Klem Vice President Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

101 11 ATTACHMENT A FOR SECTIONS A THROUGH C SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation, information submitted on this sheet must be typewritten. Include the number of the question for Which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page. 7.2 Peter Aarons Associate. Vice President GregoiyA. Altberg Associate Principal Christopher 0. Allen Associate Vice President Naomi J. Asai Associate Principal Mark L. Ballard Associate Vice President Julio Bermeo Associate Principal David W. Bennett Associate Vice President David R. Campbell Associate Principal JohnW. Bingham Associate Vice President James Cody Associate Principal Steven G. Cheehy Associate Principal Abe Chorbajian Associate Vice President Denise Clements Associate Principal Jeffrey Cohen Associate Vice President Joe Ellerbrock Associate Principal Phillip James Daniel Associate Vice President Catherine Hader Associate Principal Steve Ejnik. Associate Vice President Vano Haritunians Associate Principal.. Richard Erickson Associate Vice President Darryl Henderson Associate Principal Craig Fernandez Associate Vice President Kiyou I. Hooshiar Associate Principal : Steven E. Galloway. Associate Vice President Alice Williams Hricak Associate Principal Mark Graham Associate Vice President Bhupendra (Bob) Kachalia Associate Principal Tom Grant Associate Vice President Diana Kassis Associate Principal Dawn D. Hart Associate Vice President Mark Kiker Associate Principal Robert Herrman Associate Vice President David King Associate Principal Bahram Hooriani Associate Vice President Lawrence Kline Associate Principal Charles R. Hutchins Associate Vice President Kristabel M. Lopez Associate Principal James L Leinbach Associate Vice President Peter G. Luelsdorf Associate Principal Craig J. Martin Associate Vice President Kurt Mueller Associate Principal Michael McAlpine Associate Vice President Werner A Mueller Associate Prinicpal Richard J. McKim. Associate Vice President Francis L. Murphy, Jr. Associate Principal Michael F. Pavlak Associate Vice President Michael F. Murphy Associate Principal Robert Perry Associate Vice President Darrell Brett Oaks Associate Principal Lupe Perez Associate Vice President J. Ron Pales Associate Principal.. Oscar A. Perez Associate Vice President Bill Rauen Associate Principal David J. Post Associate Vice President Andy Reed Associate Principal Thomas D. Prosser Associate Vice President Barry Rude Associate Principal Eloy U. Retamai Associate Vice President Paul Sabatiuk Associate Principal James S. Risher Associate Vice President Eric Smith Associate Principal Eileen F. Schulman Associate Vice President Cory M. Ticktin Associate Principal Russell Spencer Associate Vice President Stephan C. Uthoff Associate Principal Ralph Stanislaw Associate Vice President Crescent Wells Associate Principal James J. Tabb Associate Vice President Karyn Wiemers Associate Principal Rick G. Thompson Associate Vice President Barry Williams Associate Principal Bruce Toman Associate Vice President Gregg Williams Associate Principal Ed Weaver Associate Vice President Vincent L. Wolcott Associate Principal David A. Wirtz Associate Vice President Wesley Shimoda AssistantSecretary Steve Zimmerman Associate Vice President Responsibility Questionnaire (Rev: 01/10/02) EXHIBIT F DMJM Deslgn/Roth+Sheppard Design Agreement

102 ATTACHMENT a for sections a through c SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.3 ITEM 2: FURTHER RESPONSE TO QUESTION C. 1. DMJMH+N, Inc. is a wholly owned subsidiary of AECOM Technology Corporation. DMJMH+N, Inc. owns 50% or more of the following subsidiaries: AECOM Government Services, Inc. (Delaware) American Science & Engineering Company (Texas) Associated Design, Planning & Art, Inc. (Ohio) ATC Architecture, Inc. (New York) ATC Engineering, Inc. (New York) Daniel, Mann, Johnson, & Mendenhall (California) DMA Technical Consultants, Inc. (Rep. of China) DMJM (Utah) DMJM Agrisystems (Nevada) DMJM Arizona, Inc. (Arizona) DMJM Design, Ltd (B.C. Canada) DMJM Far East, Ltd (Hong Kong) DMJM Illinois, Inc. (Illinois) DMJM International (California) DMJM International (U.K.) Limited (United Kingdom) DMJM Korea (California) DMJM Services, Inc. (California) DMJM, Inc. (Michigan) DMJMH+N Illinois, Inc. (Illinois) Global Energy Optimization Leadership, Inc. (California) Holmes & Narver Constructors, Inc. (Delaware) Holmes & Narver Services, Inc. (Delaware) Logicomp Corporation (California)' Real Estate Resources, A DMJM Affiliate (California) Spillis Candela & Partners, Inc. (Delaware) Technical Management Services, Inc. (California) Technical Resources, Inc. (California) TMSI Contractors, Inc. (California) TRI, Inc. (District of Columbia) Vosbeck/DMJM Architects & Engineers, Inc. (Virginia) ITEM 3. FURTHER RESPONSE TO QUESTION C. 3. Daniel, Mann, Johnson, & Mendenhall - Dates used: 1946 to September 30,2001. DMJMH+N, Inc. - Dates used: October 1,2001 to present. On October 1,2001 the facilities practice of Daniel, Mann, Johnson, & Mendenhall was combined with the facilities practice of its sister company Holmes & Narver, Inc. At that time Daniel, Mann, Johnson, & Mendenhall changed its name to DMJMH+N, Inc. DMJMH+N, Inc. also markets its services under the dba brand names DMJM Design, DMJM Management, and DMJM Technology - Dates used: May 2003 to present. Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

103 1 i i' ' ^ ^ ; ATTACHMENT A FOR SECTIONS A THROUGH C SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.4 ITEM 1: FURTHER RESPONSE TO QUESTION B. DIRECTORS of DMJMH+N, Inc. Stuart Laff Vice President Craig B. Smith Joseph T. Lawton Vice President James Royer Lawrence S. Boval Steven A Lichtenberger Vice President Douglas D. Smith Wiliam M. Lundin Vice President Howard Melton Vice President OFFICERS of DMJMH+N, Inc. Jonathan Miller Vice President Craig B. Smith Chairman. Robyn L Miller Vice President/General James Royer Chief Executive Officer Counsel/Secretary Raymond A. Landy President Robert L. Murphy Vice President Lawrence S. Boval Executive Vice President/Chief Operating Kelly Olson Vice President Officer Sandra O'Neil Vice President Raymond W. Holdsworth Executive Vice President Wiliam Quade Vice President Paul D. Steinke Executive Vice President Michal R. Robinson Vice President Wayne San Filippo Vice President Hilario Candela Senior Vice President William Sewell Vice President Franklin E. Coffman Senior Vice President Douglas D. Smith Vice President/Assistant Secretary Ben L Evans Senior Vice President Craig Stark Vice President D. Michael Flynn Senior Vice President Harry Steinke Vice President Lester M. Hunkele III Senior Vice President James Stewart Vice President Craig Kenyon Senior Vice President Dana Taylor Vice President Albert Konvicka Senior Vice President Michaei Werners Vice President Daniel R. McKelvie Senior Vice. President Alice Wilson Vice President ' Peter Spillis Senior Vice President A.C. Atherton Principal Joseph F. Aimers Vice President Guillermo Carreras Principal Aramis Alvarez Vice President Jeff Damron Principal Keith Bailey Vice President Paul Danna Principal Tracy Barrow Vice President Donald Dwore Principal Timothy N. Beally Vice President. Julio Grabiel Principal Fred J.'Borich Vice President Jorge Iglesias Principal Thomas J. Calhoun ' Vice President Ken Jandura Principal Stacie Condrell Vice President Michael Kerwin Principal Jesus Cruz Vice President Michael C. Mann Principal Dennis A. Deslatte Vice Presidenl/Controller/Assistant Dean Newberry Principal Secretary/Treasurer Enrique Macia Principal Frederick J. Gans Vice President Jose Palacios Principal Susan Keegan Gary Vice President Bharat P. Patel Principal John Gorkowski Vice President Allen Patrick Principal Mark A. Graves Vice President Paul Reinarman Principal W. Ronald Hunt Vice President Michael Retford Principal William M. Ikeda Vice President Richard Riveire Principal Aldon Jenkins Vice President Lauren L. Rottet Principal Wade Joffrion Vice President Raphael Samach Principal Thomas A. Joldersma Vice President/Chief Financial Officer Andrew Sauvage Principal. Richard Keenan Vice President John W. Sorce Principal Julie Kim Vice President Sven B. Svendsen Principal Deborah Klem Vice President Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard' Design Agreement

104 f!j ATTACHMENT A FOR SECTIONS A THROUGH C SERVICE Where additional information dr an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.6 Peter Aarons Associate Vice President Gregory A. Altberg Associate Principal Christopher 0. Allen Associate Vice President Naomi J. Asai Associate Principal Mark L. Ballard Associate Vice President Julio Bermeo Associate Principal David W. Bennett Associate Vice President David R. Campbell Associate Principal John W. Bingham Associate Vice President James Cody Associate Principal Steven G. Cheehy Associate Principal Abe Chorbajian Associate Vice President Denise Clements Associate Principal Jeffrey Cohen Associate Vice President Joe Ellerbrock Associate Principal Phillip James Daniel Associate Vice President Catherine Hader Associate Principal Steve Ejnik Associate Vice President Vano Haritunians Associate Principal Richard Erickson Associate Vice President Darryl Henderson Associate Principal Craig Fernandez Associate Vice President Kiyou I. Hooshiar Associate Principal Steven E. Galloway Associate Vice President Alice Williams Hricak Associate Principal Mark Graham Associate Vice President. Bhupendra (Bob) Kachalia Associate Principal Tom Grant Associate Vice President Diana Kassis Associate Principal Dawn D. Hart Associate Vice President Mark Kiker Associate Principal Robert Herrman Associate Vice President David King Associate Principal Bahrain Hooriani Associate Vice President Lawrence Kline. Associate Principal Charles R. Hutchins Associate Vice President Kristabel M. Lopez Associate Principal James L. Leinbach Associate Vice President Peter G. Luelsdorf Associate Principal Craig J. Martin Associate Vice President Kurt Mueller Associate Principal Michael McAIpine Associate Vice President Werner A. Mueller Associate Prinicpal Richard J. McKim Associate Vice President Francis L. Murphy, Jr. Associate Principal Michael F. Pavlak Associate Vice President Michael F. Murphy Associate Principal Robert Perry Associate Vice President Darrell Brett Oaks Associate Principal Lupe Perez Associate Vice President J. Ron Pales Associate Principal Oscar A. Perez Associate Vice President Bill Rauen Associate Principal David J. Post Associate Vice President Andy Reed Associate Principal Thomas D. Prosser Associate Vice President Barry Rude Associate Principal Eloy U. Retamal Associate Vice President Paul Sabatiuk Associate Principal James S. Risher Associate Vice President Eric Smith Associate Principal Eileen F. Schulman Associate Vice President Cory M. Ticktin Associate Principal Russell Spencer Associate Vice President Stephan C. Uthoff Associate Principal Ralph Stanislaw Associate Vice President Crescent Wells Associate Principal James J. Tabb Associate Vice President Karyn Wiemers Associate Principal Rick G. Thompson Associate Vice President Barry Williams Associate Principal Bruce Toman Associate Vice President Gregg Williams Associate Principal Ed Weaver Associate Vice President Vincent L. Wolcott Associate Principal David A. Wirtz Associate Vice President Wesley Shimoda AssistantSecretary Steve Zimmerman Associate Vice President Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

105 Page 7.7 ATTACHMENT A FOR SECTIONS A THROUGH C Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. ITEM 2: FURTHER RESPONSE TO QUESTION C. 1. DMJMH+N, Inc. is a wholly owned subsidiary'of AECOM Technology Corporation. DMJMH+N, Inc. owns 50% or more of the following subsidiaries:. AECOM Government Services, Inc. (Delaware) American Science & Engineering Company (Texas) Associated Design, Planning & Art, Inc. (Ohio) ATC Architecture, Inc. (New York) ATC Engineering, Inc. (New York) Daniel, Mann, Johnson, & Mendenhall (California) DMA Technical Consultants, Inc. (Rep. of China) DMJM (Utah) DMJM Agrisystems (Nevada) DMJM Arizona, Inc. (Arizona) DMJM Design, Ltd (B.C. Canada) DMJM Far East, Ltd (Hong Kong) DMJM Illinois, Inc. (Illinois) DMJM International (California) DMJM International (U.K.) Limited (United Kingdom) DMJM Korea (California) DMJM Services, Inc. (California) DMJM, Inc. (Michigan) DMJMH+N Illinois, Inc. (Illinois) Global Energy Optimization Leadership, Inc. (California) Holmes & Narver Constructors, Inc. (Delaware) Holmes & Narver Services, Inc. (Delaware) Logicomp Corporation (California) Real Estate Resources, A DMJM Affiliate (California) Spillis Candela & Partners, Inc. (Delaware) Technical Management Services, Inc. (California) Technical Resources, Inc. (California) TMSI-Contractors, Inc. (California) TRI, Inc. (District of Columbia) Vosbeck/DMJM Architects & Engineers, Inc. (Virginia) ITEM 3. FURTHER RESPONSE TO QUESTION C. 3. Daniel, Mann, Johnson, & Mendenhall - Dates used: 1946 to September 30, DMJMH+N, Inc. - Dates used: October 1,2001 to present. On October 1,2001 the facilities practice of Daniel, Mann, Johnson, & Mendenhall was combined with the facilities practice of its sister company Holmes & Narver, Inc. At that time Daniel, Mann, Johnson, & Mendenhall changed its name to DMJMH+N, Inc. DMJMH+N, Inc. also markets its services under the dba brand names DMJM Design, DMJM Management, and DMJM Technology - Dates used: May 2003 to present. Responsibility Questionnaire (Rev. 01 /10/02) exhibit f DMJM Design/Roth+Shefipard

106 i i ; i i.! ATTACHMENT A FOR SECTIONS A THROUGH C SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.8 ITEM 4: FURTHER RESPONSE TO QUESTION F.13fc1. In October 2001, the facilities practices of Daniel, Mann, Johnson, & Mendenhall and its sister company Holmes & Narver, Inc. were combined into a single entity - DMJMH+N, Inc. At the same time, the infrastructure practices of the two companies were combined with that of sister company Frederic R. Harris, Inc. as DMJM+HARRIS, Inc. As this submission is for DMJMH+N, Inc., these responses are specific to the practices now included in that company. Townsend v. Daniel. Mann. Johnson. & Mendenhall (filed April 1997) Former employee in Denver filed suit claiming wrongful termination and breach of contract based on an alleged promise of lifetime employment. The court found no promise of lifetime employment, but did find liability for breach of contract for failure to provide certain earnings and benefits. Muller v. DMJMH+N. Inc, (filed October 2002) Former employee filed suit claiming wrongful termination, breach of contract, age discrimination, unfair business. practices, waiting time penalties, and intentional and negligent infliction of emotional distress. DMJMH+N vigorously disputes its liability in this matter.. Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

107 f i i! ATTACHMENT A FOR SECTIONS A THROUGH C SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.9 ITEM 5: FURTHER RESPONSE TO QUESTION F.13fb). In the past five years, DMJMH+N, Inc.* has been the defendant in a litigation or arbitration matter related to work performance on a contract as follows: m mmmm Atlas Plastefina. Inc. and Aoex Partitions. Inc. v. Mauldin Dorfmeier. etc., et al.: Case No. 03 CE CG HAC Association of Apartment Owners of Keauhou Gardens. Phase II v. Kona Coast Resort Limited Partnershio. et al.: Case No K Neil Williams, as Executor of the Estate of Elizabeth Williams, etc., et al v. The Trover Group, etc. et al. Case No. 71C CT Filed April 2003 Fresno Superior Court Served March 2003 Circuit Court of the Third Circuit, State of Hawaii March 2003 Circuit Court of St. Joseph County, Indiana Ongoing Ongoing Ongoing Action by construction subcontractor against prime contractor, owner, and designer seeking recovery for alleged delay damages. Condominium owners in the Keauhou Gardens complex in Hawaii have alleged construction and design defects against multiple parties who were involved in this nearly ten year old project. A bus driver lost control in a bus terminal, and hit and killed one bystander and injured another. After exhausting the bus company's insurance limits, the plaintiff is seeking recovery from the facility designer. Helix Electric v. LAUSD and related cross actions: Case No. BC Association of Aoartment Owners of Harbor Court v. M.A. Mortenson: and related cross actions: Case No Nervik v. Macro Ocean, et al: Case No. NC Teddv Kilburne Blann v. Metropolitan Washinaton Airoorts Authority, et al.: Case No. CL Barbara Joan Kercher v. DMJM. et al.: February 2002 Los Angeles Superior Court August 2000 Circuit Court of the First Circuit, State of Hawaii March 2000 Los Angeles Superior Court August 1999 Arlington County Virginia Circuit Court Ongoing Settled Settled with no contribution from DMJM Defense Verdict. No liability found. September 1999 Settled for $500 nuisance value. Rose Marie Dvre v. UCLA et al. August 1999 Dismissed with no payment from DMJM Dispute regarding responsibility for additional costs incurred by electrical contractor on various projects. Lawsuit filed by condominium owners in the Harbor Court complex in Hawaii who alleged construction and design defects against numerous parties involved in the project. DMJM was a subconsultant to the architect of record for the project ' Slip and fall incident at the Port of Los Angeles. Slip and fall incident at National Airport in Arlington, Virginia. Alleged injuries from a slip and fall incident at Moorpark College in Moorpark, California. Alleged injuries sustained in a slip and fall incident in the surgical room of the UCLA Medical Center. In October 2001, the facilities practices of Daniel, Mann, Johnson, & Mendenhall and Its sister company Holmes & Narver, Inc. were combined into a single entity - DMJMH+N, Inc. At the same time, the infrastructure practices of the two companies were combined with that of sister company Frederic R. Harris, Inc. as DMJM+HARRIS, Inc. As this submission Is for DMJMH+N, Inc., these responses are specific to the practices now Included in that company, and do not include litigation from our discontinued construction contracting practice. Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

108 i ATTACHMENT A FOR SECTIONS A THROUGH C ii.. SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section A through C will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 7.10 Redondo Fun Factory. Inc. vs. PDS Construction, et al.: Case No. YC Noell Water Technoloav v. Citv of Lona Beach: Case No Monterev Plaza Hotel Limited Partnershio vs. Rossi & Rossi Construction Co.: Case No. M32980 Trafalaar House Construction. Inc. v. DMJM/HTB et al.: Case No. 98-C Richard lae v. State of California et al.: Case No. PC X Pacific Renaissance Plaza Owner's Association, et al. vs. Pacific Renaissance Associates II. et al.: Case No Bell Constructors v. Daniel. Mann. Johnson. & Mendenhall: Case No A Dillinaham Construction N.A. Inc. vs. The Countv of Los Anaeles. et al.: Case No. BC Association of Aoartment Owners of the ImDerial Plaza v. Business Investment. Inc., et al. Case No April 1999 Los Angeles Superior Court December 1998 United States District Court, Central District of California August 1998 Monterey Superior Court July 1998 Circuit Court of Kanawha County, West Virginia July 1998 Los Angeles Superior Court April 1998 Alameda Superior Court October 1997 United States District Court, Alexandria, Virginia October 1997 Los Angeles Superior Court April 1996 Circuit Court of the First Circuit, State of Hawaii ' Summary Judgment entered In favor of DMJM Settled. Settled. Summary Judgment entered In favor of DMJM/HTB. Returned to trial court after appeal. Settled with no contribution from DMJM Settled Settled Settled Ongoing Plaintiff had alleged damages from decreased business volume due to construction sequencing during the retrofit of a parking lot for the City of Redondo Beach, California. Noell, the general contractor on the Long Beach Water Treatment Plant, filed suit against the City of Long Beach alleging delay damages due to errors and omissions. The City of Long Beach then filed a third party complaint against the project designers. DMJM was named as Doe 21 in this lawsuit filed against numerous parties involved with the design and construction of the Monterey Plaza Hotel located in Monterey, California. Alleged negligence in conjunction with the construction of the Department of Labor Charleston Job Corps Center, Charleston, West Virginia. Injuries sustained by a workman while installing high voltage conductors at California State University, Northridge Condominium owners in the Pacific Renaissance Plaza complex in Oakland, California alleged construction and design deficiencies primarily relating to water infiltration problems. Bell Constructors, Inc., the general contractor on the Peumansend Creek Regional Jail project in Caroline County, Virginia, brought suit seeking damages allegedly resulting from claimed deficiencies in the project documents Dillingham Construction sued the County of Los Angeles for monies due, alleging breach of contract & errors and omissions related to the construction of the Emergency Operations Center project in Los Angeles County, California. Condominium owners in the Imperial Plaza complex in Hawaii have alleged construction and design defects against more than fifteen parties who were involved in the project. Responsibility Questionnaire (Rev. 01/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

109 (I! 1 ATTACHMENT B FOR SECTIONS D THROUGH H V.. SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section D through H will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 8.1 ITEM 6: FURTHER RESPONSE TO QUESTION E.8. City of Los Angeles Contracts for the Last 10 Years (A) Entity Name (B) Purpose of Contract (C) Total Cost (D) Starting Date (E) Ending Date Port of Los Angeles, Harbor Department West A-E Planning and Infrastructure $9.09M 2001 Ongoing Basin Container Terminal in the Southwest Design and Construction Engineering Slip Area (DMJMH+N) Services Los Angeles World Airports Van Nuys Fly Away Terminal (DMJM) Los Angeles World Airports Repair LAX Photo ID System {H&N) Port of Los Angeles, Harbor Department Evergreen Development Project (H&N) Los Angeles World Airports Taxiway C at Los Angeles International Airport (H&N) Los Angeles Police Department Emergency Command Control Communications System (911) Centers in Los Angeles (DMJM) Los Angeles World Airports Photo ID System at Los Angeles International Airport (H&N) City of Los Angeles Bureau of Engineering Cesar Chavez Avenue Bridge (DMJM) Port Of Los Angeles Export Terminal Bulk. Handling & Storage Facility, Pier 300 Intermodal Container Transfer Facility and Berths Gate Complex and Container Terminal (DMJM) City of Los Angeles Department of Public Works Los Angeles Community Partnership (DMJM) A-E Design $38M 2000 Ongoing Assist in Acquisition & Replacement, and Develop System Guidelines $18, Construction Management Services $3.9M 1998 Ongoing A-E Design of Taxiway Expansion $2.4M A-E Design $36M Provide Specifications $38, Seismic Retrofit $3.5M Master Planning, A-E Design, Project/Construction Management Services Fast-Track Demolition of Unsafe Buildings After 1992 Civil Disturbances $200M $14M Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

110 i i (I '! ATTACHMENT B FOR SECTIONS D THROUGH H SERVICE Where additional information or an explanation is required, use the space below to provide the information or explanation. Information submitted on this sheet must be typewritten. Include the number of the question for which you are submitting additional information. Information submitted on this Attachment in response to Questions in Section D through H will not be posted on the internet but will be made available to the public for review upon request. Make copies of this Attachment if additional pages are needed. Page 8.2 ITEM 7: FURTHER RESPONSE TO QUESTION E.9. CONTRACT OF SIMILAR WORK TO BE PERFORMED OVER THE LAST 5 YEARS (A) Entity Name (B) Purpose of Contract (C) Total (D) Starting Cost Date State of California Department of Architectural & Engineering Services $30M Design Transportation, District 7, Los Angeles 1999 Regional Transportation Management Center City of Los Angeles, Emergency Command Control Communications System 911 Centers City of Austin, Austin Regional Emergency Communications & Traffic Management Center District of Columbia, Unified Communications Center TrizecHahn, GEICO Region IV Call Center & Headquarters State of California Caltrans, District 12, Transportation Management Center, Essential Services Facility Federal Bureau of Investigation, Strategic Information & Operations Center Planning, Architectural and Engineering Design & Construction Support Services Planning, Full Architectural & Engineering Design, and Construction Support & Construction Phase Services Planning and Complete Architecture, Engineering & Interior Design (E) Ending Date 2003 $36M $36M $52M Site Planning and Complete Architecture, Engineering & Interior Design $22M Complete A-E Services $9.5M Design Full Architectural, Engineering and Interior Design & Environmental Remediation Services $3.6M 1998 ' 1999 Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreement

111 ATTACHMENT C: GOVERNMENTAL ENTITIES FOR QUESTION NO. 19 SERVICE Check Yes. in response, to Question No. 19 if your. firm. or. any. of its owners, partners, or. officers, have ever been investigated, cited, assessed any penalties,, or. found to. have, violated any laws,, rules, or regulations enforced or administered, by any of the governmental entities, listed below (or any of its subdivisions), including but not limited to. those examples specified below. The. term owner does not include, owners, of stock in your firm, if your, firm is a publicly, traded corporation. If you; answered. Yes, provide an explanation on Attachment B of the. circumstances, surrounding each instance, including the. entity involved,: the dates of such instances, and the. outcome. FEDERAL ENTITIES Federal Department of Labor American with Disabilities Act Immigration Reform and Control Act Family Medical Leave Act Fair Labor Standards Act e Davis-Bacon and laws covering wage requirements for federal government contract workers Migrant and Seasonal Agricultural Workers Protection Act Immigration and Naturalization Act Occupational Safety and Health Act «anti-discrimination provisions applicable to government contractors and subcontractors whistleblower protection laws Federal Department of Justice Civil Rights Act. American with Disabilities Act Immigration Reform and Control Act of 1986 bankruptcy fraud and abuse Federal Department of Housing and Urban Development (HUD)» anti-discrimination provisions in federally subsidized/assisted/sponsored housing programs prevailing wage requirements applicable to HUD related programs Federal Environmental Protection Agency o Environmental Protection Act National Labor Relations Board e National Labor Relations Act Federal Equal Employment Opportunity Commission Civil Rights Act Equal Pay Act Age Discrimination in Employment Act Rehabilitation Act Americans with Disabilities Act STATE ENTITIES California s Department of Industrial Relations wage and labor standards,; and licensing and registration : occupational safety and health standards workers compensation self insurance plans «Workers Compensation Act wage, hour, and working standards for apprentices any provision of the California Labor Code California s Department of Fair Employment and Housing California Fair Employment and Housing Act Unruh Civil Rights Act Ralph Civil Rights Act California Department of Consumer Affairs «licensing, registration, and certification requirements occupational licensing requirements administered and/or enforced by any of the Department s boards, including the Contractors State Licensing Board. California s Department of Justice LOCAL ENTITIES City of Los Angeles or any of its subdivisions for violations of any law, ordinance, code, rule, or regulation administered and/or enforced by the City, including any letters of warning or sanctions issued by the City of Los Angeles for an unauthorized substitution of subcontractors, or unauthorized reductions in dollar amounts subcontracted. OTHERS Any other federal, state, local governmental entity for violation of any other federal, state, or local law or regulation relating to wages, labor, or other terms and conditions of employment. Responsibility Questionnaire (Rev. 05/10/02) EXHIBIT F DMJM Design/Roth+Sheppard Design Agreemeni

112 EXHIBIT G CERTIFICATION REGARDING AMERICANS WITH DISABILITIES ACT (A D A) DMJM Design/Roth+Sheppard Joint Venture PRINTED:-8/8/2003

113 CERTIFICATION REGARDING COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT The undersigned certifies, that to the best of his/her knowledge and belief, that: 1. The Contractor/Borrower/Agency (hereafter Contractor) is in compliance with and will continue to comply with the Americans with Disabilities Act 42 U.S.C et sea, and its implementing regulations.. 2., ' The Contractor will provide for reasonable accommodations to allow qualified individuals with disabilities to have access to and participate in its programs, services and activities in accordance with the provisions of the Americans with disabilities Act. 3. The Contractor will not discriminate against persons with disabilities nor against persons due to their relationship or association with a person with a disability. 4. The Contractor will require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, siib-. grants, and contracts under grants, loans and cooperative contracts) and that all sub-recipients shall certify and disclose accordingly. 5. This certification is a material representation of fact upon which reliance was placed when the parties entered into this transaction. CONTRACT NUMBER CONTRACTOR/BORROWER/AGENCY T>AA^i\Av4 M[ l w*. ( bffa Name and Title of Authorized Representative t Jean Lundberg - Director, Human Resources SIGNATURE DATE / Rev. 9/01 EXHIBIT G DMJM Design/Roth+Sheppard Design Agreement

114 EXHIBIT H CERTIFICATION REGARDING COMPLIANCE WITH EQUAL BENEFITS ORDINANCE DMJM Design/Roth+Sheppard Joint Venture PRINTED: 8/8/2003

115 CITY OF LOS ANGELES Office of the City Administrative Officer Contractor Enforcement Section 200 North Main Street, Room 1240, Los Angeles, CA Phone: (213) Fax: (213) COMPLIANCE CERTIFICATION OF COMPLIANCE WITH EQUAL BENEFITS ORDINANCE Your company must be certified as complying with Los Angeles Administrative Code Section 10.8;2.1, Equal Benefits Ordinance, prior to the execution of a City agreement. This form must be returned to the City department awarding the agreement. If responding to a request for bid/proposal, submit this form with the bid/proposal. City Dept. Awarding Agreement: Bureau of Engineering Contact/Phone: Mr. Sam Tanaka (213) SECTION 1. CONTACT INFORMATION Company Name: DMIMH+N. Inc. DBA DMIMdesien : Company Address: 515 South Flower Street ; ; City: Los Angeles ^ State: CA Zip: ; Contact Person: lean Lundberg Phone: (213) Fax: (213) I am a one-person contractor, and I have no employees. DYes H No (if you answered Yes, go to Section 3) Approximate Number of Employees in the United States: Are any of your employees covered by a collective bargaining agreement or union trust fund? Yes No SECTION 2. COMPLIANCE QUESTIONS Has your company previously submitted an EBO Certification and all supporting documentation? Yes No If Yes, AND.the benefits provided to vour employees have not changed since that time, continue onto Section 3. If No, OR if the benefits provided to vour employees have changed since that time, complete the rest of this form. In the table below, check all benefits that your company currently provides to employees or to which your employees have access. Provide information for each carrier if vour employees have access to more than one carrier. Note: some benefits are available or apply to employees because they have a spouse or domestic partner to whom the benefit applies, such as bereavement leave that allows an employee time off because of the death of a spouse or domestic partner; other benefits are provided directly to the spouse or domestic partner, such as medical insurance that covers the spouse or domestic partner as a dependent.,, BEMEFiT(S) YOUR This Benefit is This Benefit is Available/Applies COMPANY CURRENTLY Not Offered Available to to Spouses of OFFERS to Employees Employees Employees Available/Applies Partners of Employees 1 Health Insurance (List Name of Carrierls)) Health Carrier 1: Blue Cross m IS) El Health Carrier 2: additional carriers on attachment. 2 Dental Insurance (List Name of Carrierfs)) Dental Carrier 1: Aetna m H. m Dental Carrier 2: additional carriers on attachment. 3 Vision Plan flist Name of Carrierfslt Vision Carrier 1: Vision Service Plan Vision Carrier 2: 4 Pension. 5 Bereavement Leave. E 6 Family Leave SI 7 Parental Leave 8 Emolovee Assistance Program m H 9 Relocation & Travel 10 Company Discount. Facilities & Events n 11 Credit Union 12 Child Care. 13 Other: 14 Other:. FormCAO/EBO-1, Rev. 12/31/02 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement Panel

116 ' I,. COMPLIANCE YOU MUST SUBMIT SUPPORTING DOCUMENTATION TO VERIFY EACH BENEFIT MARKED. Without proper documentation for each carrier and each benefit marked, your company cannot be certified as complying with the EBO. If documentation for a particular benefit does not exist, attach an explanation. Refer to the Documentation to Verify Compliance with the Equal Benefits Ordinance fact sheet for more information on the type of documentation that must be submitted to verify compliance with the EBO. If in the Table in Section 2 you indicated that your company does not provide all benefits equally throughout its entire operations to all your employees with spouses and employees with domestic partners of the same and opposite sex,.you may: a. Request additional time to comply with the EBO. Provisional Compliance may be granted to Contractors who agree to fuliv comply with the EBO but need more time to incorporate the requirements of the EBO into their operations. Submit the Provisional Compliance Form (CAO/EBO-3) and supporting documentation with this form. b. Request to be allowed to comply with the EBO by providing affected employees with the cash. equivalent. Your company must agree to provide employees with a cash equivalent. In most cases, the cash equivalent is the amount of money equivalent to what your company pays for spousal benefits that are unavailable for domestic partners, or vice versa. Submit a completed Reasonable Measures Application fcao/ebo- ) and supporting documentation with this form. c. Comply on a Contract by Contract Basis. Compliance, may be granted on a contract bv contract basis for those Contractors who have multiple locations in the US but cannot comply with the EBO throughout the Contractor s operations. Indicate below the compliance category vou are requesting: Contractor has multiple offices located both within and outside City limits. Contractor will comply with the EBO only for the office(s) located within City limits and for the employee(s) working on the City agreement. Supporting documentation for the affected locations/employee(e) must be submitted. Contractor has no offices within City limits but does have (an) employee(s) working on the City agreement. Contractor will comply with the EBO only for the employee(s) working on the City. agreement. Supporting documentation for the affected employees must be submitted. SECTION 3. SUBCONTRACTOR COMPLIANCE You must submit the Subcontractor Information Form (Form CAO/LW-18) within 10 days of execution of each City agreement. You are responsible for ensuring that each subcontractor listed on the form submits a Certification of Compliance (Form CAO/EBO-1) within 30 days of execution of each subcontract. SECTION 4. EXECUTE THE CERTIFICATION AND SUBMIT THE FORM TO THE AWARDING DEPARTMENT This form must be returned to the City department awarding the agreement. If responding to a request for bid/proposal, submit this form with the bid/proposal to the awarding department. The awarding department will forward the form to the Office of the City Administrative Officer for review. CERTIFICATION I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that I am authorized to bind this entity contractually. Executed this _day of., in the year at Los Angeles, CA (City) (State) 515 South Flowe r Street Mailing Address Dana Taylor, AiA ^ Name of Signatory (please print) Principal Title Los Angeles, CA City, State, Zip Code Federal ID or Social Security Number EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement Form CAO/EBO-1, Rev. 12/31/02 Page 2

117 CITY OF LOS ANGELES Office of the City Administrative Officer 200 North Main Street, Room 1240 Los Angeles, CA Phone: (213) Fax: (213) REASONABLE MEASURES REASONABLE MEASURES APPLICATION FOR EQUAL BENEFITS ORDINANCE A contractor may be allowed to comply with the Equal Benefits Ordinance (EBO) by paying its employees with domestic partners the cash equivalent of benefits made available to the spouses of its employees. The cash equivalent is the difference between the amount an employer pays to provide an employee with spousal or family coverage and the amount that an employer pays to provide an employee with employee-only coverage. For example, an employer pays $200 per month to provide benefits for an employee and his/her spouse, and $150 per month to provide benefits for an employee with employeeonly coverage. The cash equivalent that must be paid to the employee with a domestic partner is $50 per month. For benefits for which a cash equivalent is not applicable, such as bereavement leave, the employer must amend its policies so that domestic partners are treated in the same manner as spouses. For example, if the policy allows an employee three days off in the event of the death of a spouse or the spouse s parents, the policy must be amended to allow an employee three days off in the event of the death Of a domestic partner or the domestic partner s parents. Contractors must submit the following to the City department awarding the agreement: 1. A completed Certification of Compliance with Equal Benefits Ordinance (Form CAO/EBO-1). Be certain that box b on page two of the form is checked. 2. A draft of the memorandum that will be distributed to affected employees informing them of the cash equivalent option. 3. Copies of the revised policies, such as bereavement for which the cash equivalent is not applicable. 4. This completed application. Fill in the company s information, then read and sign the certification and statement below. DMJMH+N, Inc. DBA DMJMdesign Name of Company Federal ID Number 515 South Flower Street Los Angeles CA Street Address City, State Zip Dana Tavlor. AIA Principal (213) (213) Contact Person/Title Telephone Number Fax Number CERTIFICATION AND AGREEMENT REGARDING EQUAL BENEFITS ORDINANCE I declare under penalty of perjury under the laws of the State of California that I am authorized to bind contractually the company/entity listed immediately above. The company agrees to comply with the EBO by providing employees with domestic partners the cash equivalent of the benefits that are made available to employees with spouses. For those benefits to which the cash equivalent is not applicable, such as for bereavement leave or family leave, the company agrees to amend its policies so that the domestic partners of employees will be treated in the same manner as the spouse of an employee. The relatives of domestic partners will be treated in the same manner as relatives of spouses. The company further agrees to provide a memorandum notifying our affected employees of the availability of the cash equivalent option if they have domestic partners for whom equal benefits cannot be provided. Executed this'll day of, in the year at Los Angeles (City) CA (State) Dana Taylor, AIA ffrsla^ Principal Name of Signatory (Print) **' "Signature Titie ' Date SUBMIT THE REQUIRED DOCUMENTATION TO THE AWARDING DEPARTMENT: If responding to a request for bid/proposal, submit the required forms with the bid/proposal to the awarding department. The awarding department will forward the form to the City Administrative Officer for review. EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement Form CAO/EBO-2, (Rev. 12/31/02) Page 1

118 AECOM TECHNOLOGY CORPORATION DOMESTIC PARTNER BENEFITS ELIGIBILITY ' A domestic partner is eligible as long as they meet the same eligibility requirements as any other eligible dependent as defined in the benefit plan documents and Summary Plan Descriptions. IMPORTANT DEFINITIONS Domestic Partner A qualified domestic partner is any person who has registered domestic partnership with a governmental body pursuant to state or local law authorizing such registration and has submitted an executed copy of the AECOM Technology Corporation Affidavit of Domestic Partnership. Eligible Dependent of Employee s Domestic Partner The employee s Domestic Partner s children are eligible dependents for as long as they meet the same eligibility requirements as any other eligible dependent as defined in the benefit plan documents and Summary Plan Descriptions. Income Tax Dependents The Internal Revenue Code states that the employee s domestic partner and their partner s children can be claimed as the employee s tax dependents when the employee files their tax return for a year in which the employee s domestic partners and their eligible children meet all of the criteria for the entire calendar year. Under Section 152(a) of the Internal Revenue Code, the term "dependent" means an individual who, for the taxable year of the taxpayer: Receive over half their support from the employee «Reside in the employee s home Be a member of the employee s household Be in a relationship with the employee that does not violate local laws. Under Section 152(b)(3) of the Internal Revenue Code, a "dependent" must be either (1) a citizen or national of the United States or (2) a "resident" of the United States or of a 5/14/2003 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

119 : r f ) country contiguous to the United States. Under Section 7701(b)(3) of the Internal Revenue Code, an alien is treated as a "resident" of the United States if and only if such individual is (1) lawfully admitted for permanent residence in the United States or (2) meets a "substantial presence" test. The following individuals are not "residents" of the United States for tax purposes and, thus, can never be "dependents" for tax purposes. a) a foreign government-related individual temporarily present in the United States on a diplomatic or consular visa, a full time employee of an international organization, or a family member of either such person. b) a teacher or trainee temporarily present in the United States on a type "J" or "Q" visa c) a student temporarily present in the United States on a type "F," "M," " J" or "Q" visa. d) a professional athlete temporarily in the United States to compete in a charitable sports event. AFFIDAVIT FOR DOMESTIC PARTNERSHIP By signing theaecom Technology Corporation Affidavit for Domestic Partnership, the employee and employee s domestic partner attests to their relationship. In signing the affidavit, the employee and employee s domestic partner agree to provide AECOM Technology Corporation with evidence of at least three of the items listed in item # 5 in the affidavit, namely, (a) certificate of domestic partnership; (b) joint mortgage or lease; (c) designation of domestic partners as each other's life insurance or retirement plan beneficiaries; (d) designation of domestic partners as each other's primary beneficiary in will; (e) joint ownership of motor vehicle or of primary checking account or primary joint credit account; (f) other documentation, satisfactory to the Company confirming mutual financial support. It is important that the employee submits a completed copy of the AECOM Technology Corporation Affidavit for Domestic Partnership along with a certificate of domestic partnership and three items of evidence named above prior to providing benefit coverage. Changes In the Relationship In the affidavit, the employee and employee's domestic partner agree in the affidavit to submit immediately to the Human Resources Department of the company any modifications to the arrangements described in the affidavit and understand that the extension of coverage to the employee s domestic partner will cease if such modification causes the relationship of mutual financial support described in the affidavit to be altered. Domestic Partner as Income Tax Dependent In the affidavit, the employee and employee's domestic partner declare that they may be incurring various tax liabilities in connection with obtaining benefits for the domestic partner unless the domestic partner is a "dependent" under applicable laws. They acknowledge that the value of each benefit provided to a non-dependent domestic partner 2 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

120 i i will be included in the employee's compensation and reported on such employee's form W-2, If their domestic partner is a "dependent" for tax purposes, they must complete and submit an Affidavit of Dependency" at time of enrollment or 15 days prior to the beginning of a calendar year following dependent eligibility. (See item #7 of affidavit). Termination of Domestic Partnership In the affidavit, the employee and employee's domestic partner agree to provide the company notice within 10 days if there is any change in domestic partner status by completing and submitting the Notice of Termination of Domestic Partnership. Forms for this purpose may be obtained from the Human Resources Department. The employee and employee's domestic partner agree that they shall be jointly and individually liable for any benefits or expenses including attorneys' fees and costs incurred in providing benefits to the non-participant domestic partner following the dissolution of the domestic partnership. (See item #8 of affidavit). BENEFIT PLANS OFFERED.. The employee s qualified domestic partner and the qualified domestic partner s children can:. 4 Receive dependent coverage under the AECOM medical, dental and vision plans, and disability and life insurance plans; 4 Receive survivor benefits under the AECOM Investment Plan, AECOM Stock Investment Plan, AECOM Employee Stock Ownership Plan, AECOM Pension Plan, AECOM Stock Purchase Plan, Incentive, Stock Options and other compensation programs; 4 Be considered as family members under Bereavement, Family Medical, Parental and other leave policies. CASH EQUIVALENT Some HMOs do not provide domestic partners' benefits. If the employee with a qualified domestic partner selects one of these HMOs, they should be informed that the HMO does not provide domestic partners benefits and the AECOM Traditional Medical Plan is an available option. Depending on location, other HMOs in the same area may provide domestic partners benefits. Cash equivalents will not be provided since other plans are available. CHANGE IN STATUS ELECTIONS 3 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

121 In general, the employee may change elections under some benefit plans during the year they experience a change in status. Examples include: Establishing or ending a domestic partner relationship A child gaining or losing dependent status, or «Legal marriage. CONTINUATION OF COVERAGE COBRA continuation of coverage will be provided to the employee's domestic partner and domestic partner's children as long as the employee and employee's domestic partner have completed and submitted the AECOM Technology Corporation Affidavit for Domestic Partnership along with a certificate of domestic partnership and three items of evidence (see item #5 in affidavit), and the employee's domestic partner and domestic partner's children were covered under the plan(s) prior to the employee's termination of employment. ADDITIONAL TAXABLE INCOME If the employee s domestic partner and the domestic partner s children are not income tax dependents, the value of the benefits provided to the employee s domestic partner and the domestic partner s children is taxable to the employee. This means that the full cost of coverage (both the employee s and the company s) under the medical, dental, vision care, voluntary accidental death and disbursement (AD&D) plans, for the employee s domestic partner and the domestic partner s children, is added to the employee s income and subject to Ordinary federal, FICA, state, local and any other applicable payroll taxes. This amount will be shown on the employee s paycheck statements throughout the year and will be included in the employee s form W-2 as taxable earnings at the end of the year. If the employee s domestic partner or domestic partner s children are dependents for income tax purposes, the employee must complete and submit an Affidavit of Dependency at tide time of enrollment or 15 days prior to the beginning of a calendar year. As of the effective date of coverage or January 1 of the calendar year following receipt of Affidavit of Dependency, cost of coverage (both the employee s and the company s) under the medical, dental, vision care and voluntary accidental death and disbursement (AD&D) plans, for the domestic partner and the domestic partner s children, will not be added to the employee s income and the employee does not have to pay additional taxes. If the domestic partner and/or the domestic partner s children become the employee s dependents) after the effective date of coverage or the middle of a calendar year and the cost of coverage is already being added to the employee s gross income (subjected to payroll taxes), the employee may overpay their taxes but may be eligible for a refund 4 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

122 when they file their federal and state income taxes. The company will not make retroactive adjustments to the taxable income. Effect in Calculating other Benefits Additional taxable income resulting from domestic partner benefits falls under the taxable non-cash fringe benefits category. Taxable non-cash fringe benefits are not part of compensation under the Investment Plan (DP), Stock Investment Plan (SIP), Stock Purchase Plan (SPP), Pension Plan, Contract Group Savings Plan and Contract Group Investment Savings Plan. It is part of compensation under the Employee Stock Ownership Plan (ESOP) since it is included in gross earnings and W-2 earnings. EFFECT ON PAY.. The following examples reflect the effect on employee s pay when the employee s domestic partner or the domestic partner s children are not considered dependents for income tax purposes. Employee + Domestic Partner Coverage An employee pays $88 bi-weekly for employee + one dependent under the Traditional Medical Plan A toward the total medical cost of $301 bi-weekly. The IRS does not tax the cost of covering the employee that is $150, but does tax the cost of covering the domestic partner. Therefore, the employee pays taxes as if their base pay was actually $151 more, i.e., $301 - $150 = $151. The employee s paycheck statement and form W-2 will show the domestic partner s cost of coverage as additional taxable income. If the coverage is for a domestic partner s child, the same amount of additional taxable income will be reflected on the employee s paycheck statement and form W-2. Employee + Domestic Partner and Domestic Partner s Children Coverage An employee pays $132 bi-weekly for employee + two or more dependents under the Traditional Medical Plan A toward the total medical cost of $451 bi-weekly. The IRS does not tax the cost of covering the employee that is $150, but does tax the cost of covering the domestic partner and domestic partner s children. Therefore, the employee pays taxes as if the base pay was actually $301 more, i.e., $451 - $150 = $301. The employee s payroll check statement and for W-2 will show the domestic partner s cost of coverage as additional taxable income. If the coverage is for 2 or more domestic partner s children, the same amount of additional taxable income will be reflected on the employee s paycheck statement. 5 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

123 ! 1 Example #1: J. Smith enrolls domestic partner. Assumptions: 4 J. Smith earns $1,400 bi-weekly J. Smith chooses AECOM Traditional Medical Plan A J. Smith s contribution for Employee + one coverage is $88 A bi-weekly contribution for employee + one coverage of $88 will be deducted from J. Smith s pay on a pre-tax basis. J. Smith must also pay taxes on the total cost of the domestic partner s coverage: $301 (the total cost of employee/spouse coverage) -150 (less the total cost of J; Smith s employee coverage) $ 151 (additional taxable income for domestic partner coverage (DP income)) J. Smith s paycheck statement will reflect: GROSS PAY $1,400 Medical -88 DP Income 151 Form W-2 - TAXABLE $1,463 J. Smith s form W-2 will reflect taxable earnings of $1,463 and J. Smith pays taxes on this amount. Once, FICA, federal, state, local and any other applicable payroll taxes are deducted, DP Income is subtracted. The result is NET PAY. Example #2: J. Smith enrolls domestic partner s children only. Assumptions: 4 J. Smith earns $1,400 bi-weekly 4 J. Smith chooses AECOM Medical Plan A 4 J. Smith s contribution for Employee + two or more coverage is $ 132 A bi-weekly contribution for employee + two or more coverage of $132 will be deducted from J. Smith s pay on a pre-tax basis. J. Smith must also pay taxes on the total cost of the domestic partner s children coverage. $451 (the total cost of employee + two or more coverage) -150 (less the total cost of J. Smith s employee coverage). $301 (additional taxable income for domestic partner coverage (DP income)) J. Smith s paycheck statement will reflect: 6 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

124 ( j GROSS PAY $1,400 Medical -132 DP Income 301 Form W-2-TAXABLE $L569 J. Smith s form W-2 will reflect taxable earnings of $1,569 and J. Smith pays taxes on this amount. Once, FICA, federal, state, local and any other applicable payroll taxes are deducted, DP Income is subtracted. The result is NET PAY. Example #3: J. Smith enrolls his/her own children and a domestic partner. Assumptions: * J. Smith earns $1,400 bi-weekly J. Smith chooses AECOM Traditional Medical Plan A J. Smith s contribution for Employee + two or more coverage is $132 A bi-weekly contribution for employee + two or more coverage of $132 will be deducted from J. Smith s pay on a pre-tax basis. J. Smith does not have to pay taxes on the total cost of his/her children s coverage but must pay taxes on the total cost of the domestic partner coverage: $301 (the total cost of employee + one coverage) -150 (less the total costof J. Smith s employee coverage) $151 (additional taxable income for domestic partner coverage (DP income)) J. Smith s paycheck statement will reflect: GROSS PAY $1,400 Medical -132 DP Income 151 Form W-2 - TAXABLE $1,419 J. Smith s form W-2 will reflect taxable earnings of $1,419 and J. Smith pays taxes on this amount. Once, FICA, federal, state, local and any other applicable payroll taxes are deducted, DP Income is subtracted. The result is NET PAY. 7 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

125 AECOM TECHNOLOGY CORPORATION AFFIDAVIT OF DOMESTIC PARTNERSHIP 1. We are the sole domestic partner of each other and have no other domestic partners. 2. We have an intimate, committed relationship in lieu of lawfiil marriage;. 3. We reside together and intend to do so indefinitely. 4. Neither of us has had a spouse (anyone to whom one of us was legally married) or another domestic partner in the last six months. (If you had a spouse or domestic partner in the last six months who has died, this condition does not apply and this paragraph should be crossed out.) 5. We have undertaken a relationship of mutual financial support, which relationship shall continue so long as we are domestic partners. This relationship imposes upon us the same financial commitments (including, in some cases, liability for each other's debts) that would exist if we were married as husband and wife in the state and county in which we reside. In proof of this relationship of mutual financial support, we agree that OUR ACT OF SIGNING THIS DOCUMENT CREATES THE SAME RELATIONSHIP OF MUTUAL FINANCIAL SUPPORT BETWEEN US AS IF WE MARRIED AS HUSBAND AND WIFE IN THE STATE AND COUNTY IN WHICH WE RESIDE. The relationship created by our signature to this document shall supersede the terms of any previous financial arrangements between us, to the extent they are inconsistent with the relationship described above. In addition, we will provide the Company s Human Resources Department, with evidence of at least three of the items listed below (circle the applicable items): (a). domestic partnership agreement; (b) joint mortgage or lease; (c) designation of domestic partners as each other's life insurance or retirement plan. beneficiaries; (d) designation of domestic partners as each other's primary beneficiary in will; (e) joint ownership of motor vehicle or of primary checking account or primary joint credit account;. (f) other documentation, satisfactory to the Company confirming our mutual financial support. We further agree to submit immediately to the Company s Human Resources Department any modifications to the arrangements described above and understand that the extension of coverage to the domestic partner of the participant will cease if such modification causes the relationship of mutual financial support described above to be altered. 6. We are aware that we are subject to the eligibility rules governing all other persons covered by, or applying for benefit plan coverage, in addition to certain special rules relating to domestic partners.. 7. We are aware that we may be incurring various tax liabilities in connection with obtaining benefits for the domestic partner unless the domestic partner is a "dependent" under applicable laws. We acknowledge that the value of each benefit provided to a non-dependent domestic partner will be included in the Employee's compensation and reported on such Employee's Form W-2. If your domestic partner is a "dependent ' for tax purposes, complete and submit an Affidavit of"dependency." Forms for. this purpose may be obtained from the Company s Human Resources Department. 8. We will provide the Company notice within 10 days if there is any change in our domestic partner status by completing and submitting the Notice of Termination of Domestic Partnership. Forms for this purpose may be obtained from the Human Resources Department. We agree that we shall be jointly and individually liable for any benefits or expenses including attorneys fees and costs incurred in providing benefits to the non-participant domestic partner following the dissolution of the domestic partnership. 9. We are at least 18 years old and of sufficient mental capacity to enter into contract. 1 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

126 AECOM TECHNOLOGY CORPORATION AFFIDAVIT' OF'DOMESTIC PARTNERSHIP 10. We are not related by blood to a degree that would prohibit marriage in the state of our residence. 11. Each of us is jointly and individually responsible for reimbursement of any benefits or expenses, including attorneys fees and costs, incurred as the result of any false or misleading statement contained in this Affidavit. 12. We have obtained a Certificate of Domestic Partnership fiom a governmental domestic partnership registry and will furnish a copy to the Company s Human Resources Department. 13. The state we list in the address below is our state of residence. We agree to notify the Company s Human Resources Department within 10 days of any change in our state of residence. Each of us affirms under penalty of perjury that the statements in this Affidavit are true to the best of his or her knowledge.. Employee s Signature Domestic Partner's Signature Print Employee s Name Print Domestic Partner's Name Employee s SS# Domestic Partner's SS# Employee s Date of Birth Domestic Partner's Date of Birth Date Domestic Partnership Was Established: Address: STATE OF ). ) COUNTY OF! ) SUBSCRIBED AND SWORN to before me on ;. WITNESS my hand and official seal. Signature ; (Seal) Notary.. My Commission expires. 2 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

127 ' AECOM TECHNOLOGY CORPORATION AFFIDAVIT OF "DEPENDENCY FOR TAX PURPOSES STATE OF ) ) SS. COUNTY OF ) EXPLANATION: Under Section 152(a) of the Internal Revenue Code, the term "dependent" means, in relevant part, an individual who, for the taxable year of the taxpayer, receives over half of his or her support from the taxpayer, has as his or her princijpal place of abode tire home of the taxpayer and is a member of the taxpayers household. We, (the "Employee") and 1 (the "Domestic Partner") being duly sworn, say: 1. For the current taxable year of the Employee, over half the Domestic Partner's support is received from the Participant. 2. For the current taxable year of the Employee, the Domestic Partner has as his or her principal place of abode the home of the Participant. 3. For the current taxable year of the Employee, the Domestic Partner is a member of the Employee s household... I EXPLANATION: Under Section 152(b)(3) of the Internal Revenue Code, a "dependent" must be either (1) a citizen or national of the I United Slates or (2) a "resident" of the United. States or of a country contiguous to the United States. Under Section 7701(b)(3) of the I Internal Revenue Code, an alien is treated as a "resident" of the United States if and only if such individual is (1) lawfully admitted for I permanent residence in the United States or (2) meets a "substantial presence" test The following individuals are not "residents" of the 1 United States for tax purposes and, thus, can never be "dependents" for tax purposes.. I A. a foreign government-related individual temporarily present in the United States on a diplomatic or consular visa, a full time B employee of an international organization, or a family member of either such person. I B. a teacher or trainee, temporarily present in the United States on a type "J" or "Q" visa 1 C. a student temporarily present in the United States on a type "F," "M," "J" or "Q" visa. I D. a professional athlete temporarily in the United States to compete in a charitable sports event.. 4. The Domestic Partner is a citizen of: ' (Country) If the answer above was United States, skip to Part 5. If not, answer the following questions; The Domestic Partner is currently a "resident" of:. (Country) The Domestic Partner is currently lawfully present in the United States under the following type of visa: (Type of Visa) If the type of visa is "permanent resident," skip to Part 5. If not, answer the following questions: The actual number of days the Domestic Partner has been lawfully present in the United States during the current year and the 2 preceding years is: (Number of days in USA current year) (Number of days in USA 1 st preceding year) (Number of days in USA 2nd preceding year) EXPLANATION: Section 152(b)(5) of the Internal Revenue Code provides that an individual is not a member of the taxpayer's household if at any time during the taxable year of the taxpayer the relationship between such individual and the taxpayer is in violation of local law... EXHIBIT H 1 DMJM Design/Roth+Sheppard Docinn Anroomonl.

128 AECOM TECHNOLOGY CORPORATION AFFIDAVIT OF "DEPENDENCY FOR TAX PURPOSES 5. Our state of permanent residence for purposes of the test required by Section 152(b)(5) of the Internal Revenue Code is: (State). 6. We are aware that if the Domestic Partner is not a "dependent" of the Employee, we may be incurring various tax liabilities in connection with obtaining benefits for the Domestic Partner. We therefore agree to notify the Company s Human Resources Department within 10 days if there is any change in the Domestic Partner's status as a "dependent" of the Employee. 7. We agree that each of us is jointly and individually responsible for reimbursement of benefits arid expenses, including attorney's fees and costs incurred as the result of any false dr misleading statement contained in this affidavit 8. Each of us affirms under penalty of peajury of the laws of the State of that the statements in this affidavit are true to the best of his or her knowledge. Employee s Signature Domestic Partner's Signature Print Employee s Name Print Domestic Partner's Name Employee s SS# Common Address: Domestic Partner's SS# STATE OF ) ) COUNTY OF ) SUBSCRIBED AND SWORN to before me on. WITNESS my hand and official seal. Signature (Seal). Notary My Coinmission expires. 2 EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

129 1 (! alifomia Business Portal - Specw Filings - Domestic Partnerships Page 1 of 1. Sccj'Efeiry a(f Sssfe femi. Shei.. Business Portal California Business Portal Home Page Starting a Business Secretary of State Home Page Site Search Special Filings Snecial Filings Main Pane Builder's Agent for Notice Successor-In-Interest Search Immlaration Consultant Bond Search Domestic PartnershiDS Forms & Fees. Freauently Asked Questions Business Resources California Codes New Leaislation Private Service Companies Technical Assistance. Contact Us Special Filings Domestic Partnerships Domestic Partnerships are registered with the Secretary of State's Office as provided by Division 2.5 of the Family Code, commencing with Section 297. A Domestic Partnership is established when persons meeting the criteria specified by Section 297 of the Family Code file a Declaration of Domestic. Partnership with the Secretary of State's Office. After the form is filed/ a copy of the form will be mailed to the common residence address provided. The Domestic Partnership can be terminated, as provided by Section 299 of the Family Code, by filing a Termination of Domestic Partnership with the Secretary of State's Office. The Declaration of Domestic Partnership Form (DP-1) and the Termination of Domestic Partnership Form (DP-2) are available in PDF file format and can be viewed, filled in and printed from your computer using Adobe's Acrobat Reader (how to get the free Acrobat Reader). Once completed, the documents should submitted to the Secretary of State's Office at the address provided on the form. Declaration of Domestic Partnership Download (44k) " Termination of Domestic Partnership Download (43k) Copyright 2001 California Secretary of State. Privacy Statement. EXHIBIT H DMJM Design/Roth+Shepparc Design Agreemen-

130 NOTICE TO POTENTIAL DOMESTIC PARTNER REGISTRANTS As of July 1,2003, California's law of intestate succession will change. The intestate succession law specifies what happens to a person's property when that person dies without a will, trust, or other estate plan. Under the law prior to July 1,2003, if a domestic partner dies without a will, trust, or other estate plan, a surviving domestic partner cannot inherit any of the deceased partner's separate property. Instead, surviving relatives, including, for example, children, brothers, sisters, nieces, nephews, or parents may inherit the deceased partner's separate property. Under the law to take effect July 1,2003, if a domestic partner dies without a will, trust, or other estate plan, the surviving domestic partner will inherit the deceased partner s separate property in the same manner as a surviving spouse. This change will mean that the surviving domestic partner would inherit a third, a half, or all of the deceased partner s separate property, depending on whether the deceased domestic partner has surviving children or other relatives. This change does not affect any community or quasi-community property that the deceased partner may have had. This change in the intestate succession law will not affect you if you have a will, trust, or other estate plan. If you do not have a will, trust, or.other estate plan and you do not wish to have your domestic partner inherit your separate property in the manner provided by the revised law, you may prepare a will, trust, or other estate plan, or terminate your domestic partnership. Under existing law, your domestic partnership is automatically terminated if you or your partner married or died while you were registered as domestic partners. It is also terminated by you sending your partner or your partner sending to you by certified mail a notice terminating the domestic partnership, or by you and your partner no longer sharing a common residence. In all cases, you are required to file a Notice of Termination of Domestic Partnership with the Secretary of State in order to establish the actual date of termination of the domestic partnership. You can obtain a Notice of Termination of Domestic Partnership from the Secretary of State's office. If your domestic partnership has terminated because you sent your partner or your partner sent to you a notice of termination of your domestic partnership, you must immediately file a Notice of Termination of Domestic Partnership. If you do not file that notice, your former domestic partner may inherit under the new law. However, if your domestic partnership has terminated because you or your partner married or you and your partner ho longer share a common residence, neither you nor your former partner may inherit from the other under this new law.. If you have any questions about this change, please consult an estate planning attorney. If you cannot find an estate planning attorney in your locale, please contact your county bar association for a referral. EXHIBIT H DMJM Design/Roth+Sheppard Design Agreement

131 State of California Kevin Shelley Secretary of State FILE NO; DECLARATION OF DOMESTIC PARTNERSHIP ' (Family Code Section 298) Instructions:. 1. Complete and mail to: Secretaiy of State, P.O. Box , Sacramento, CA (916) Include filing fee of $ Make check payable to Secretary of State. We the undersigned, do declare that we meet the requirements of Section 297 at this time: (Office Use Only) We share a common residence; We agree to be jointly responsible for each other s basic living expenses incurred during our domestic partnership; Neither of us is married or a member of another domestic partnership; We are not related by blood in a way that would prevent us from being married to each other in this state; We are both at least 18 years of age; We are both members of the same sex or one/or both of us is/are over the age of 62 and meet the eligibility criteria under Title II of the Social Security Act as defined in 42 U.S.C. Section 402(a) for old-age insurance benefits or Title XVI of the Social Security Act as defined in 42 U.S.C Section 1381 for aged individuals; We are both capable of consenting to the domestic partnership; Neither of us has previously filed a Declaration of Domestic Partnership with the Secretary of State pursuant to Division 2.5 of the Family Code that has not been terminated under Section 299 of the Family Code. The representations herein are true, correct and contain no material omissions of fact to pur best knowledge and belief. Sign and print complete name, (if not printed legibly, application will be rejected.) Signatures of both partners must be notarized. Signature. (Last) (First) (Middle) Signature (Last) (First) (Middle) Common Residence Address City. State Zip Code Mailing Address City State. Zip Code NOTARIZATION IS REQUIRED State of California County of On, before me,, personally appeared : ! personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaclty(ies), and that by his/her/their signature(s) on the instrument the person(s) executed the instrument. Signature of Notary Public SEC/STATE LP/SF DP-1 (Rev 01/2003) [PLACE NOTARY SEAL HERE] EXHIBIT H DMJM Design/Roth+Shepparc Design Agreemen