REQUEST FOR QUOTATION

PRINTING SERVICES - SAN DIEGO ATTENDEE GUIDE

Solicitation #: RF16-1098

RFQ Schedule

RFQ Issued: March 3, 2016 Deadline for Submitting Questions: March 10, 2016, 3:30 PM (PST) Response Due Date: March 17, 2016, 3:30 PM (PDT) Procurement Contact: Stephanie Chen, Procurement Agent stephanie.chen@visitsandiego.com

Solicitation

The San Diego Convention Center Corporation (“Corporation”) is requesting quotations from qualified businesses or individuals (“Respondents”) who are interested in providing printing of Corporation’s San Diego Attendee Guide. Respondents must demonstrate the ability to perform the work described in the Scope of Work set forth in this Solicitation. The Corporation is not a governmental entity. The Corporation is not required to engage in a public bidding process to solicit proposals, quotes, information or statements of qualification. This process is not subject to protest or appeal. Neither the Respondent nor its agents, lobbyists, attorneys or other parties representing the interests of the Respondent shall contact members of the San Diego Convention Center Board of Directors, the San Diego City Council, or the San Diego Unified Port District with regard to this project or process. Any such contact shall be grounds for automatic disqualification of the potential Respondent and its proposal. This solicitation is not an offer or commitment to purchase any goods or services or to award or enter into a contract.

Information About Corporation

Corporation is a California nonprofit public benefit corporation and its primary business is management, operation and marketing of the San Diego Convention Center (“Center”). Corporation is not a governmental entity. More information is available at www.visitsandiego.com.

Equal Opportunity Contracting. Corporation has a corporate policy on equal opportunity contracting. Small, local, disadvantaged, women-owned, and ethnic minority-owned businesses are encouraged to submit responses to this Solicitation.

Green Products & Services: Corporation is committed to increasing green purchasing of environmentally preferable and sustainable products and practices to the maximum extent possible. The Center was awarded a LEED-EBOM Silver Certification by the U.S. Green Building Council in 2011. Respondents are

RF16-1098 Printing Services – San Diego Attendee Guide Page 2

strongly encouraged to propose “green” products or services not identified in this Solicitation and adhered to the “Alternates/Deviations” section herein.

Scope of Work for this Solicitation

Corporation desires to engage the services of a single firm to provide the necessary equipment, supplies, materials, labor, management and other incidentals in connection with the printing of Corporation’s San Diego Attendee Guide (the “Work”). The Work shall include pre-press, printing, binding, and delivery of the publication as specified herein. The San Diego Attendee Guide (the “Guide”) contains essential information of San Diego restaurants, shopping, nightlife and attractions for convention attendees. Prospective Respondents can pick up a current copy of the Guide in the Restaurant Information Booth located in the Grand Lobby of the Center. A digital edition of the Guide can be viewed at the following web link: 2015-2016 Attendee Guide.

San Diego Attendee Guide 2016-2017 Art will be supplied by Corporation via FTP made in InDesign CS6 with fonts and supporting files (Mac Preferred).

Description: San Diego Convention Center Corporation Attendee Guides 4pp cover + 84 pp text + 6 page foldout map

Quantity: 160,000

Paper Stock: Cover: 80# White, Topkote Dull FSC Text/Map: 50# Influence Matte FSC Text

Ink: Cover – 5/5 = 4/4 CMYK/CMYK + overall Satin Aqueous / Same Text & Insert – 4/4 CMYK/CMYK

Size: Cover/Text: 10.4 x 8.375 > 5.25 x 8.375" Map: 15.375 x 8.375 > 5.24 x 8.375"

Finishing: Fold (1) 6pg map foldout. Fold signatures, score cover, saddle stitch & trim

Files to Print: April 18, 2016

First Draft Due: May 9, 2016

FINAL DELIVERY DATE: May 30, 2016

Packaging/Delivery: Pallets not to exceed 2000 lbs per pallet Carton Pack/100 Guides to a Box/Shrink in 10’s Delivery: F.O.B. Destination to 111 West Harbor Drive, San Diego, CA 92101 by May 30, 2016.

RF16-1098 Printing Services – San Diego Attendee Guide Page 3

Living Wage: The awarded Contractor shall comply with the City of San Diego Living Wage Ordinance (San Diego Municipal Code Division 42), unless granted an exemption by the City’s Administration Department. Failure to comply with the Living Wage Ordinance and/or failure to cure any noncompliance shall be grounds for termination of the Contract. Rules Implementing the Living Wage Ordinance may be found at http://www.sandiego.gov/administration/programs/livingwage/index.shtml or by calling (619) 533-3948. The work must be performed in accordance with the specifications, terms and conditions of a written contract or purchase order. A specimen of Corporation’s standard contract terms and conditions is attached to this Solicitation.

Minimum Qualifications

To be responsive to this Solicitation, the Respondent must meet the following minimum qualifications:

1. Be located within San Diego County and maintain standard Monday through Friday operating hours

2. Have been operating as a printing business in San Diego County for at least five (5) years without interruption

3. Maintain proper business licenses and remain in good standing within the State of California and the County of San Diego

4. Demonstrate acceptable staffing level

Response Requirements and Content

Prior to submitting a response, the Respondent must carefully review this Solicitation and any addenda subsequently issued. The Respondent is responsible for seeking any clarification or information needed to respond. The Respondent is solely responsible for any deficiencies in the response submitted. The Respondent is solely responsible for all costs, direct or indirect, incurred responding to this Solicitation. Corporation will incur no obligation or liability in connection with the submittal of a response. A responsive submittal must include the following:

a completed Quotation Form (attached)

a completed and signed Corporation Solicitation Response Submittal Cover Sheet (attached)

a completed Business Ownership Declaration (attached)

a completed City of San Diego’s Workforce Report Form (attached); and, on separate sheet, information demonstrating the Respondent’s commitment to equal opportunity, such as efforts related to workforce diversity or contracting

A completed Reference Form (attached), consisting of current and former clients to whom the Respondent has provided services in the last five (5) years that are similar and comparable to those described in this Solicitation

copies of current business licenses

on a separate sheet, provide a backup plan to continue Services in the event of work stoppage or equipment failure

● a brief description of the firm or business entity, including firm history, number of employees, organization structure, ownership structure and expertise

RF16-1098 Printing Services – San Diego Attendee Guide Page 4

● provide 1 or 2 samples of similar work your firm has produced that are similar in size and scope of the Work specified in this Solicitation

identify any business relationship that the Respondent believes may give rise to a conflict of interest if selected to provide the Work in this Solicitation

any other relevant information that Respondent believes would assist Corporation in evaluating the submittal

Alternates/Deviations. A Respondent may recommend consideration of alternate or additional work or material not identified in this Solicitation or deviations from the Scope of Work in this Solicitation which Respondent believes will enhance the specified Work or more successfully achieve the outcome sought by this Solicitation. Any alternates or deviations must be separately listed and described; however the submittal also must be responsive to the Scope of Work described in this Solicitation. Proprietary Information. Certain documents in Corporation’s possession are subject inspection and copying pursuant to the California Public Records Act [Cal. Govt. Code §6250, et. seq.]; however, the law does not require disclosure of proprietary information which constitutes a trade secret under California law. Corporation will attempt to protect legitimate proprietary information included in any submittal, but shall not be liable for the disclosure of any proprietary information. Proprietary information included with a response submittal must be separately bound and clearly labeled with the words "Confidential Proprietary Information." Appropriate reference to this separately bound information must be made in the body of the submittal. Marking the entire submittal as proprietary will result in it being rejected and returned to the Respondent participant unread.

Response Submittal Procedures

Clarifications. Requests for clarification of this Solicitation must be directed to the Procurement Contact, and submitted in writing by E-mail to the Procurement Contact’s email address prior to the date and time stated in the RFQ Schedule. Addenda. Any material changes to this Solicitation resulting from either a request for clarification or a business decision of Corporation will be issued in written form in the same manner this Solicitation was advertised. All changes in such addenda shall supersede or supplement this Solicitation. Respondents are solely responsible for determining whether any addenda have been issued prior to submittal of a response. Response Submittal Package. Respondent must submit the following documents in a sealed envelope:

One (1) signed original and one (1) copy of a typed or printed document on 8½ x 11 white paper that is a compilation of all of the information set forth in the Response Requirements and Contents.

The envelope must be addressed as follows: San Diego Convention Center Corporation Stephanie Chen, Procurement Division 111 West Harbor Drive San Diego, CA 92101

Solicitation #: RF16-1098

Submittal Deadline: Submittals must be delivered to the Corporation by date and time stated in RFQ Schedule.

RF16-1098 Printing Services – San Diego Attendee Guide Page 5

Submittal Methods: Submittals may be sent by U.S. or private delivery mail service to the address specified above; or by personal delivery to Corporation’s Reception Desk, located in the Administration Offices, Mezzanine Level above Hall E. Submittal by E-mail, in PDF format, will be accepted provided the signed original Corporation Solicitation Response Submittal Cover Sheet and required work samples are received within twenty-four (24) hours after the submittal deadline. Proposals received after the submittal deadline may be rejected. Withdrawal of Submittal. A Respondent may withdraw its proposal by written request at any time prior to the submittal deadline. Corporation will destroy, not return, the submittal package.

Selection Process

This Request for Quotation is soliciting information to identify the entities and persons most qualified to provide the Work at the best value. Corporation, in its sole discretion, will determine which Respondents are most qualified to provide the Work, based on the information in the response submittals and input from references provided. These Respondents may be asked to interview with Corporation representatives and respond to questions regarding the submittal response. Corporation may elect to negotiate pricing with one or more of the best qualified Respondents. Corporation, in its sole discretion, will make its final selection of the Respondent whose experience, expertise, reputation, capabilities, past performance and cost is determined to be most advantageous to Corporation. Corporation’s decision is final and is not subject to any form of administrative review, appeal or protest.

Contracting Process

Neither this Solicitation nor the selection of a Respondent will create a binding commitment on Corporation. Upon completion of the selection process, Corporation will award a contract to the party whom it elects to provide the Work in this Solicitation. A binding commitment will only occur when a contract between Corporation and the successful Respondent has been fully executed.

Disclaimers Corporation anticipates a single contractor will be selected as a result of this Solicitation; however, Corporation reserves the right, in its sole discretion, to award contracts to multiple contractors. Corporation further reserves the right, in its sole discretion, to reject any or all response submittals, waive any informalities in this process or the submittal requirements; and/or cancel, in whole or in part, this Solicitation.

Attachments The following documents are attached hereto and incorporated herein:

Quotation Form

Solicitation Response Submittal Cover Sheet

Business Ownership Declaration

City of San Diego’s Workforce Report Form

Reference Form

Specimen Terms & Conditions

San Diego Convention Center Corporation

QUOTATION FORM

RF #16-1098

Printing Services – San Diego Attendee Guide

Quotations shall be itemized as indicated. Corporation reserves the right to increase, decrease or delete any item or number of items shown hereunder. The unit prices remain firm should quantities be adjusted. Quotations must be printed or typewritten. I/We hereby proposed below an itemized breakdown of prices as follows:

Item Qty Description Unit $ Extended $

1. 160,000 copies San Diego Attendee Guide 2016-2017 $___________ $___________

Lead time required: _____________ days after receipt of artwork. Payment Terms: _____________ % discount after _____________ days receipt of invoice.

CERTIFICATION

By submitting this quotation for the RFQ, Respondent hereby certifies that the individual whose signature appears below has sufficient rights and authority to commit Respondent’s company. Respondent certifies that Respondent has not entered into any collusion with any person in respect to this quotation or any other quotation or the submission of quotation. Respondent also certifies that this quotation will remain valid for ninety (90) days from quotation due date.

Addenda: All addenda, bulletins, letters, etc., bound with any drawings or issued during the solicitation period, are included in the Contract documents, and shall be considered in the amount of the quotation. The receipt of such addenda, if any, is acknowledged herein (fill in):

Addendum No. 1 Dated __________; Addendum No. 2 Dated __________; __________________________________________ Name of Respondent (Company Name) __________________________________________ Authorized Representative Name & Title __________________________________________ Authorized Representative’s Signature Date

San Diego Convention Center Corporation SOLICITATION RESPONSE SUBMITTAL COVER SHEET

SDCCC Request # __________ Respondent’s Name ______________________________________________

Business Address: ___________________________________________________________________________

Phone ____________________ Fax ___________________ Website _________________________________

[ ] Proprietorship [ ] Partnership [ ] Corporation [ ] LLC [ ] LLP FED ID #_____________________

If Proprietorship using a dba, give owner’s name____________________________________________________

If Partnership, list all general partner(s) ___________________________________________________________

______________________________________________________________________________________________

If Corporation, list state of incorporation___________________________________________________________

If LLC or LLP, list managing member(s)/partner(s)_________________________________________________

______________________________________________________________________________________________

Primary contact for the Solicitation Process ______________________________________________________

Title ______________ Phone __________________ Fax _________________ Email _____________________

Person Authorized to sign for Respondent: _________________________________ ______________________ Name Title

Primary contact for project: ____________________________________ _____________________________ Name Title

___________________________________________ ___________________ ______________ _______________ Address or [ ] Same as Respondent Phone Fax Email

List the names and titles of persons who will perform Services if Respondent is selected: _________________

______________________________________________________________________________________________

Can Respondent commence work on the start date in the Solicitation? Y / N If no, when? _____________

Has the Specimen Contract attached to the Solicitation been reviewed? Y / N

Are any terms unacceptable? Y / N If yes, specify the terms ____________________________________

______________________________________________________________________________________________

Would Respondent seek to negotiate any terms? Y / N If yes, specify the terms _________________

______________________________________________________________________________________________

Describe the Respondent’s ability, if selected, to promptly respond to requests from SDCCC _____________

______________________________________________________________________________________________

CERTIFICATION

I declare that the foregoing is true and correct and that I am authorized to make this representation and submit the attached Response to SDCCC’s Request #_____________ on behalf of _____________________________________________________________. Type or Print Respondent’s Name

Date: _______________________ ________________________________________________________ Signature

________________________________________________________ Type or Print Name

________________________________________________________ Title

EOC Work Force Report (rev. 08/04) 1 of 2 Consultant Services

WORK FORCE REPORT

ADMINISTRATIVE The objective of the Equal Employment Opportunity Outreach Program, San Diego Municipal Code Sections 22.3501 through 22.3517, is to ensure that contractors doing business with the City, or receiving funds from the City, do not engage in unlawful discriminatory employment practices prohibited by State and Federal law. Such employment practices include, but are not limited to unlawful discrimination in the following: employment, promotion or upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractors are required to provide a completed Work Force Report (WFR).

CONTRACTOR IDENTIFICATION Type of Contractor: Construction Vendor/Supplier Financial Institution Lessee/Lessor Consultant Grant Recipient Insurance Company Other Name of Company: AKA/DBA: Address (Corporate Headquarters, where applicable): City County State Zip Telephone Number: ( ) FAX Number: ( ) Name of Company CEO: Address(es), phone and fax number(s) of company facilities located in San Diego County (if different from above): Address: City County State Zip Telephone Number: FAX Number: ( ) Type of Business: Type of License: The Company has appointed: as its Equal Employment Opportunity Officer (EEOO). The EEOO has been given authority to establish, disseminate, and enforce equal employment and affirmative action policies of this company. The EEOO may be contacted at: Address: Telephone Number: ( ) FAX Number: ( ) One San Diego County (or Most Local County) Work Force - Mandatory Branch Work Force * Managing Office Work Force

Check the box above that applies to this WFR. *Submit a separate Work Force Report for all participating branches. Combine WFRs if more than one branch per county. I, the undersigned representative of (Firm Name) , hereby certify that information provided (County) (State) herein is true and correct. This document was executed on this day of , 200 . (Authorized Signature) (Print Authorized Signature)

City of San Diego EQUAL OPPORTUNITY CONTRACTING (EOC) 1010 Second Avenue • Suite 500 • San Diego, CA 92101 Phone: (619) 533-4464 • Fax: (619) 533-4474

EOC Work Force Report (rev. 08/04) 2 of 2 Consultant Services

WORK FORCE REPORT – NAME OF FIRM: DATE:

OFFICE(S) or BRANCH(ES): COUNTY:

INSTRUCTIONS: For each occupational category, indicate number of males and females in every ethnic group. Total columns in row provided. Sum of all totals should be equal to your total work force. Include all those employed by your company on either a full or part-time basis. The following groups are to be included in ethnic categories listed in columns below: (1) Black, African-American (5) Filipino (2) Hispanic, Latino, Mexican-American, Puerto Rican (6) White, Caucasian (3) Asian, Pacific Islander (7) Other ethnicity; not falling into other groups (4) American Indian, Eskimo

(1) Black

(2) Hispanic

(3) Asian

(4) American

Indian (5)

Filipino (6)

White (7)

Other Ethnicities OCCUPATIONAL CATEGORY

(M) (F) (M) (F) (M) (F) (M) (F) (M) (F) (M) (F) (M) (F)

Management & Financial

Professional

A&E, Science, Computer

Technical

Sales

Administrative Support

Services

Crafts

Operative Workers

Transportation

Laborers* *Construction laborers and other field employees are not to be included on this page

Totals Each Column

Grand Total All Employees

Non-Profit Organizations Only:

Board of Directors

Volunteers Artists

EOC Work Force Instructions (rev. 12/04) 1 of 2 Consultant Services

CITY OF SAN DIEGO WORK FORCE REPORT – ADMINISTRATIVE

HISTORY The Work Force Report (WFR) is the document that allows the City of San Diego to analyze the work forces of all firms wishing to do business with the City. We are able to compare the firm’s work force data to County Labor Force Availability (CLFA) data derived from the United States Census. CLFA data is a compilation of lists of occupations and includes the percentage of each ethnicity we track (Black, Hispanic, Asian, American Indian, Filipino) for each occupation. Currently, our CLFA data is taken from the 2000 Census. In order to compare one firm to another, it is important that the data we receive from the consultant firm is accurate and organized in the manner that allows for this fair comparison. WORK FORCE & BRANCH WORK FORCE REPORTS When submitting a WFR, especially if the WFR is for a specific project or activity, we would like to have information about the firm’s work force that is actually participating in the project or activity. That is, if the project is in San Diego and the work force is from San Diego, we want a San Diego County Work Force Report.1 By the same token, if the project is in San Diego, but the work force is from another county, such as Orange or Riverside County, we want a Work Force Report from that county.2 For example, if participation in a San Diego project is by work forces from San Diego County, Los Angeles County and Sacramento County, we will ask for separate Work Force Reports representing the work forces of each of the three counties.1,2 On the other hand, if the

project will be accomplished completely outside of San Diego, we ask for a Work Force Report from the county or counties where the work will be accomplished.2 MANAGING OFFICE WORK FORCE Equal Opportunity Contracting may occasionally ask for a Managing Office Work Force (MOWF) Report. This may occur in an instance where the firm involved is a large national or international firm but the San Diego or other local work force is very small. In this case, we may ask for both a local and a MOWF Report.1,3 In another case, when work is done only by the Managing Office, only the MOWF Report may be necessary.3

TYPES OF WORK FORCE REPORTS: Please note, throughout the preceding text of this page, the superscript numbers one 1, two 2 & three 3. These numbers coincide with the types of work force report required in the example. See below:

1 One San Diego County (or Most Local County) Work Force – Mandatory in most cases

2 Branch Work Force * 3 Managing Office Work Force

*Submit a separate Work Force Report for all participating branches. Combine WFRs if more than one branch per county

Exhibit: Work Force Report Job categories Refer to this table when completing your firm’s Work Force Report form(s). Management & Financial Advertising, Marketing, Promotions, Public Relations, and Sales Managers Business Operations Specialists Financial Specialists Operations Specialties Managers Other Management Occupations Top Executives

Professional Art and Design Workers Counselors, Social Workers, and Other Community and Social Service Specialists Entertainers and Performers, Sports and Related Workers Health Diagnosing and Treating Practitioners Lawyers, Judges, and Related Workers Librarians, Curators, and Archivists Life Scientists Media and Communication Workers

EOC Work Force Instructions (rev. 12/04) 2 of 2 Consultant Services

Other Teachers and Instructors Postsecondary Teachers Primary, Secondary, and Special Education School Teachers Religious Workers Social Scientists and Related Workers Architecture & Engineering, Science, Computer Architects, Surveyors, and Cartographers Computer Specialists Engineers Mathematical Science Occupations Physical Scientists Technical Drafters, Engineering, and Mapping Technicians Health Technologists and Technicians Life, Physical, and Social Science Technicians Media and Communication Equipment Workers Sales Other Sales and Related Workers Retail Sales Workers Sales Representatives, Services Sales Representatives, Wholesale and Manufacturing Supervisors, Sales Workers Administrative Support Financial Clerks Information and Record Clerks Legal Support Workers Material Recording, Scheduling, Dispatching, and Distributing Workers Other Education, Training, and Library Occupations Other Office and Administrative Support Workers Secretaries and Administrative Assistants Supervisors, Office and Administrative Support Workers Services Building Cleaning and Pest Control Workers Cooks and Food Preparation Workers Entertainment Attendants and Related Workers Fire Fighting and Prevention Workers First-Line Supervisors/Managers, Protective Service Workers Food and Beverage Serving Workers Funeral Service Workers Law Enforcement Workers Nursing, Psychiatric, and Home Health Aides Occupational and Physical Therapist Assistants and Aides Other Food Preparation and Serving Related Workers Other Healthcare Support Occupations Other Personal Care and Service Workers Other Protective Service Workers Personal Appearance Workers

Supervisors, Food Preparation and Serving Workers Supervisors, Personal Care and Service Workers Transportation, Tourism, and Lodging Attendants Crafts Construction Trades Workers Electrical and Electronic Equipment Mechanics, Installers, and Repairers Extraction Workers Material Moving Workers Other Construction and Related Workers Other Installation, Maintenance, and Repair Occupations Plant and System Operators Supervisors of Installation, Maintenance, and Repair Workers Supervisors, Construction and Extraction Workers Vehicle and Mobile Equipment Mechanics, Installers, and Repairers Woodworkers Operative Workers Assemblers and Fabricators Communications Equipment Operators Food Processing Workers Metal Workers and Plastic Workers Motor Vehicle Operators Other Production Occupations Printing Workers Supervisors, Production Workers Textile, Apparel, and Furnishings Workers Transportation Air Transportation Workers Other Transportation Workers Rail Transportation Workers Supervisors, Transportation and Material Moving Workers Water Transportation Workers Laborers Agricultural Workers Animal Care and Service Workers Fishing and Hunting Workers Forest, Conservation, and Logging Workers Grounds Maintenance Workers Helpers, Construction Trades Supervisors, Building and Grounds Cleaning and Maintenance Workers Supervisors, Farming, Fishing, and Forestry Workers

RFP/RFQ # _______

BODv02-12

Return by:

Company Information:

Business Ownership Declaration For Statistical Purposes Only Required by the City of San Diego

Company Name:

Contact:

Address:

Phone:

Email:

(select all that apply):

Women Owned Business (WBE - SWBE) – 51% ownership and active management

Minority Owned Business (MBE - SMBE) – 51% ownership and active management

Disadvantaged Business (DBE): a for-profit small business that is at least 51 percent owned by one or more

individuals who are both socially and economically disadvantaged as defined in Code of Federal Regulations Title 49 Part

26. In the case of a corporation, 51 percent of the stock is owned by one or more such individuals; and, whose

management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.

Disabled Veteran Business Enterprise (DVBE)

Small Business Enterprise (SBE)

Small Local Business Enterprise (SLBE)

None Apply

*Includes Individuals, Sole Proprietorships, Partnerships, LLC’s and Corporations

yes no Ownership Classification has been certified by a city, federal, state or private agency.

Certifying Agency: __________________________ Certification Date: __________

Certifying Agency: __________________________ Certification Date: __________

(required - select one)

African American Asian Caucasian

Hispanic Filipino Native American

Pacific Islander Other: ______________

Email: Mail: or Fax:

procurement@visitsandiego.com San Diego Convention Center 619-525-5390

Attn: Procurement

111 W. Harbor Drive

San Diego, CA 92101

Ethnicity:

Ownership Classification*:

Certifications:

REFERENCE FORM Respondent must provide three (3) references for which your firm has provided similar and comparable work in the last five (5) years to those required in this Solicitation.

1. Company Name:

Address:

Contact Name: Title of Contact:

Email Address: Phone Number:

Date(s) of work performed: ___________________________ Contract amount:

Brief description of work provided: _______________________________________________________________________

2. Company Name:

Address:

Contact Name: Title of Contact:

Email Address: Phone Number:

Date(s) of work performed: ___________________________ Contract amount:

Brief description of work provided: _______________________________________________________________________

3. Company Name:

Address:

Contact Name: Title of Contact:

Email Address: Phone Number:

Date(s) of work performed: ___________________________ Contract amount:

Brief description of work provided: _______________________________________________________________________

Page 1 of 2.

Rev. 7/06

San Diego Convention Center Corporation TERMS & CONDITIONS (Goods or Goods & Services)

1. Definitions. The term “Buyer” shall refer to the San Diego Convention Center Corporation, Inc. The term “Seller” shall refer to the vendor designated on the face hereof, including its subcontractors and any other third party performing under this Term Purchase Order “Order”. The terms good(s)” and “services” shall refer to the materials, supplies, items, equipment, work and/or services covered by this Order. 2. Acceptance. This Order must be accepted in writing by Seller. If for any reason Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute an acceptance by Seller of this Order and all of its terms and conditions. Any terms, proposed in Seller’s acceptance of Buyer’s offer which add to, vary from, or conflict with the terms in this Order are hereby objected to. If this Order has been issued by Buyer in response to Seller’s offer and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer shall constitute an acceptance of such offer subject to the express condition that Seller agree to such additional and different terms herein. Seller shall be deemed to have so agreed unless Seller notifies Buyer to the contrary, in writing, prior to shipping the goods or beginning performance of the services or within 10 days of receipt of this Order, whichever first occurs. 3. Delivery. TIME IS OF THE ESSENCE and deliveries must be made as set forth on the face hereof. If delivery is not completed within the time(s) specified herein, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel the entire Order or that part of the Order not delivered, or to extend the time of delivery or payment, correspondingly. If timely delivery is endangered by Seller, Buyer shall have the right to direct Seller to make shipment by the most expeditious means and the total cost of such expedited shipment and handling shall be borne by Seller. Seller shall not ship excess quantities without Buyer's prior written approval. All goods shall be prepared and packed in a commercially reasonable manner suitable for the goods shipped and so as to secure the lowest transportation rates. Seller shall mark all containers with necessary lifting, handling, and shipping information and also purchase order numbers and date of shipment. An itemized packaging sheet must accompany each shipment. 4. Price and Payment; Invoices. (a) Seller agrees that the not-to-exceed price set forth in this Order is firm, and is not subject to increase. Unless otherwise provided on the face of this Order, the price as herein stated shall include all costs for packing, insuring, and transporting the goods ordered to Buyer's facility, and all taxes. Buyer shall not be liable for any taxes with respect to this Order other than municipal, state or federal sales taxes levied on the Buyer which Seller is required by law to collect from Buyer. All such taxes and other charges shall be stated separately on Seller's invoice. (b) Seller warrants that the prices charged for the goods and services covered by this Order are the lowest prices charged and on terms no less favorable than accorded by Seller to any other customer for the same or like goods and services in equal or less quantities under similar circumstances. Buyer shall have the right to inspect and audit Seller’s books, records, and catalogs pertaining to the performance of this Order, at all reasonable times, with five (5) days’ written notice, for the purpose of determining the correctness and propriety of amounts billed by Seller. (c) Unless otherwise agreed, payment due dates, including discount periods, will be computed from the date of receipt of all goods and services or date of receipt of correct invoice, whichever is later. (d) Invoices shall be submitted in duplicate and shall contain the following information: Order number, item number, description of goods and services, sizes, quantities, unit prices, and extended totals, in addition to any other information specified in this Order. Payment of an invoice shall not constitute acceptance of goods or services and shall be subject to adjustment for errors, shortages, defects in the goods or services, or other failure of Seller to meet the requirements of the Order. 5. Inspection and Acceptance. Buyer shall have a reasonable time (but not less than 90 days) after receipt to inspect the goods and services tendered by Seller. If any goods or services delivered do not meet the requirements of this Order, Buyer shall have the right to reject any such goods or services. Buyer may elect to reject the entire goods and services tendered even if only a portion thereof is nonconforming. If Buyer elects to accept nonconforming goods or services, Buyer, in addition to its other remedies, shall be entitled to deduct a reasonable amount from the price thereof to compensate Buyer for the nonconformity. Payment for any good or service shall not be deemed an acceptance thereof. Acceptance of any goods or service after inspection shall not constitute a waiver of any warranty made by Seller hereunder or implied by law, nor shall it preclude Buyer from revoking its acceptance thereafter for any latent defects or fraud. 6. Risk of Loss. Seller assumes (i) all risk of loss or damage to the goods until Buyer’s acceptance as provided in Section 5, above; and (ii) all risk of loss or damage to any goods rejected by Buyer or as to which Buyer has revoked is acceptance, from the time of such rejection or revocation. If used in this Order, the term "FOB" refers to transportation charges only and it does not vary the foregoing provisions of this section. 7. Warranty. Seller warrants title to the goods and that all goods and services furnished hereunder: (i) will be in full conformance with the specifications, blueprints, drawings, samples and data or other description furnished by Buyer or by Seller and approved by Buyer; (ii) will perform as specified herein or otherwise represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of Section 27 hereof); (iii) will be merchantable and fit and sufficient for the use intended by Buyer; (iv) will be free from defects in material, workmanship, manufacture and design (where design is Seller's responsibility). Seller's warranty shall be effective for a period of time as set forth on the face of this Order. If no such period is stated, the warranty shall be effective for a period of one (l) year from the date of acceptance. This warranty will run to Buyer and to Buyer's customers and users of its products. In addition to other remedies which may be available at law or in equity, Buyer may, at its option, return to Seller for full credit any goods which do not meet the warranties specified herein or require correction or replacement of such goods, all at Seller's risk and expense. Packing and shipping shall be at Seller's cost, including the cost of premium transportation when any goods are critical to Buyer's delivery schedule. 8. Changes. Buyer may, by written notice, make changes to all or any part of this Order. If any such change causes an increase or decrease in the cost of or the time required for the performance hereunder, an equitable adjustment shall be made in the price or delivery schedule, or both. Any claim for adjustment by Seller shall be deemed waived unless asserted in writing within ten (10) days from the receipt by Seller of the change. Changes shall not be binding on Buyer unless evidenced by a writing signed by an authorized representative of Buyer. 9. Confidential Information. All information furnished or disclosed to Seller by Buyer in connection with this Order which is identified as confidential is received in confidence, shall remain the property of Buyer and shall not be disclosed to any third-party without Buyer's written consent. Seller shall not use any such information for any purpose other than to perform this Order. If requested, Seller shall execute Buyer's Non-Disclosure Agreement before receipt of any such confidential information. Seller will return all such confidential information to Buyer upon completion by Seller of its obligations hereunder, or upon demand. The obligations of this section shall survive expiration or termination of this Order. 10. Termination for Convenience. Buyer may terminate this Order in whole or in part at any time and for any reason effective upon written notice to Seller. Upon receipt of such notice, Seller shall stop work immediately and terminate all orders and subcontracts to the extent that they relate to the terminated work. There shall be no charges for terminating the Order with respect to standard goods for which there are alternate customers. Any claim for termination charges for non-standard goods must be submitted to Buyer in writing within ten (10) days after receipt of the termination notice. Seller's claim may include (i) the cost of unique work in process, and (ii) the cost of paying claims to Seller's vendors for work directly allocable to goods terminated. Buyer shall not be responsible for any commitments made by Seller in advance of those necessary to comply with the schedules set forth in this Order. In no event shall such claim exceed the total line item Order price for the goods or services terminated. Upon payment of

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Seller's claim, Buyer shall be entitled to all goods, materials and work in process paid for. In no event shall Seller be entitled to nor shall Buyer be liable for incidental or consequential damages, costs of preparing claims, costs of tooling or equipment, or any other expenses or damages arising out of this Order or with respect to the terminated goods or services. 11. Termination for Default. Buyer may, at its sole option, cancel this Order in whole or in part, without any further liability or responsibility hereunder in the event Seller: (i) becomes insolvent, (ii) fails to make timely delivery, or (iii) breaches any other term and condition of this Order. Seller shall continue to supply any portion of this Order not canceled. In the event of such cancellation, at Buyer's request, Seller will transfer title to, and deliver to Buyer: (i) any completed goods and (ii) any partially completed items and all unique materials and tooling. Prices for partially completed goods and unique materials and tooling accepted shall be negotiated; however, such prices shall not exceed the Order price per type of goods and/or services. 12. Patents and Copyrights. Seller agrees to defend, indemnify and hold Buyer, its officers, agents, employees and customers harmless from any and all liabilities, obligations, costs and expenses (including attorneys' fees and costs), claims or demands either at law or in equity for actual or alleged infringement of any patent, trademark, copyright, trade secret or other proprietary right arising from the purchase, use or sale of goods or services under this Order, except to the extent that infringement or alleged infringement arises by reason of designs for such goods originally furnished to Seller by Buyer. 13. Insurance. Unless more specific insurance provisions are attached, the following shall apply. At all times during its performance hereunder, Seller shall obtain and keep in force general liability insurance including coverage for death, bodily injury, property damage, including products liability and automobile coverages, with limits of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall be primary insurance, and any liability or insurance of Buyer shall be excess only. Such insurance shall waive any right of subrogation against Buyer and shall specifically cover Seller's obligations to defend, indemnify and hold Buyer harmless as provided herein. 14. Indemnification. Seller agrees to defend, indemnify and hold Buyer, San Diego Theatre, Inc., City of San Diego, San Diego Unified Port District, and their respective members, officers, directors, agents and employees harmless from and against any and all liabilities, obligations, costs and expenses of any nature whatsoever (including reasonable attorneys' fees and costs) which Buyer may be obligated to pay as a result of any and all claims, demands, actions or judgments of every nature whatsoever in favor of any person on account of personal injury or death, or damages to property incident to or resulting directly or indirectly from the performance by Seller hereunder. Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover the above, and upon Buyer's request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer. 15. Notice of Delays. Whenever Seller has knowledge of an actual or potential delay to the timely performance of this Order, Seller shall immediately notify Buyer in writing of all relevant information with respect to such delay. Such notice is for informational purposes only and shall not relieve Seller of Seller's obligations to comply with Seller's requirements under this Order. Buyer may delay delivery and/or acceptance occasioned by causes beyond its control. 16. No Right to Cure. Every tender of goods and services must fully comply with all provisions of this contract. Any tender that does not fully conform shall constitute a breach, and Seller shall have no right to cure the tender by substituting a conforming tender. Any rights Seller may otherwise have had under the provisions of the Uniform Commercial Code to cure a nonconforming tender are expressly negated. 17. Assignment. Seller shall not delegate or subcontract any duties, nor assign any rights or claims under this Order without the prior written consent of Buyer. No consent shall be deemed to relieve Seller of its obligations to comply fully with the requirements hereof. 18. Governing Law. This Order shall be construed and interpreted in accordance with and governed by the laws of the State of California, excluding its conflict of law rules. 19. Rights and Remedies. All rights and remedies of Buyer specifically set forth in this Order shall be cumulative and in addition to any other or further rights and remedies provided at law or in equity. Failure of Buyer to insist upon strict performance of any term or condition of this Order shall not be deemed to be a waiver of Buyer's rights and remedies. 20. Setoff. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller. 21. Buyer's Property. Unless otherwise agreed in writing, all tooling, equipment, and material furnished to Seller by Buyer or specifically paid for by Buyer shall remain the property of Buyer. Such property, while in Seller's custody or control, shall be held at Seller's sole risk, and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Such property shall be delivered in good condition; normal wear and tear excepted, to Buyer, FOB Buyer's plant, immediately upon request by Buyer. 22. Compliance with Laws. Seller shall comply with all federal, state and local laws, ordinance, rules and regulations in the manufacture and sale of the goods and performance of the services subject to this Order. Seller will defend and hold Buyer harmless for any loss, damages, or costs arising from or caused in any way by any actual or alleged violation of any federal, state or local law, ordinance, rule or regulation. 23. Availability of Funding. Obligation by Buyer for payment on any contract or Order beyond the current fiscal year is contingent upon the availability of funding from which payment can be made. No legal liability on the part of Buyer shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance. 24. Attorneys' Fees. In the event Seller and Buyer are unable to resolve any dispute arising under this Order and any suit or other judicial proceeding is instituted, the successful party in any such suit or judicial proceeding shall be paid promptly by the other party an additional amount equal to the successful party's reasonable attorneys' fees and costs incurred. 25. Gratuities. Seller warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of Buyer any gratuity with a view toward improperly securing any business from Buyer or influencing such person with respect to the terms, conditions or performance of this Order or any contracts with Buyer. 26. Independent Contractor Status. Seller is and shall remain an independent contractor. Neither Seller nor its agents or employees shall act as officers, agents, or employees of Buyer. Seller has no authority to assume or create any commitment or obligation on behalf of Buyer, or to bind Buyer in any manner. 27. Entire Agreement. This Order, together with any specifications, schedules, exhibits or amendments which may be referred to herein or attached hereto by Buyer, sets forth the complete and final agreement between the parties, and supersedes any and all prior or contemporaneous oral or written communications relating to its subject matter. No amendments to or modifications of this Order will be valid and binding upon Buyer unless in writing and signed by an authorized representative of Buyer.