PUBLIC UTILITIES COMMISSION REQUEST FOR PROPOSALS for Proposals Administrati… · PUBLIC UTILITIES...

PUBLIC UTILITIES COMMISSION

REQUEST FOR PROPOSALS

for

ADMINISTRATIVE LAW JUDGE SERVICES

RFP No. 002-FY13

DEADLINES:

Pre-Proposal Submission of Questions: July 8, 2013

Submission of Proposals: August 21, 2013, at 5:00 p.m.

PLACE:

Public Utilities Commission Suite 207, GCIC Building 414 W. Soledad Avenue Hagåtña, Guam 96910

Packet No.: Issue Date: Issued By:

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TABLE OF CONTENTS I. GENERAL INFORMATION .................................................................................1

A. Introduction ........................................................................................................1 B. General Authority ...............................................................................................1 C. Purchasing Agency .............................................................................................1 D. Due Date for Submission of Questions, Proposals, and/or Protests ...................2

1. Pre-Proposal Submission of Questions .......................................................2 2. Submission of Proposals .............................................................................2 3. Proposal Envelope .......................................................................................3 4. Submission of Protest ..................................................................................3

II. GENERAL PROCEDURES ...................................................................................3

A. Receipt and Handling of Proposals ....................................................................3 B. Nondisclosure of Data ........................................................................................4 C. Discussions .........................................................................................................4 D. Withdrawal of Proposals ....................................................................................4 E. Minor Informalities; Method of Award ..............................................................4 F. Determination of Responsibility of Offeror .......................................................5 G. Duty of Offeror ...................................................................................................5 H. Owner’s Right to Reject Proposals .....................................................................5 I. Standard for Determination of Most Qualified Offeror ......................................5 J. Selection of the Best Qualified Offerors ............................................................5 K. Submission of Cost or Pricing Data ...................................................................6 L. Negotiation and Award of Contract....................................................................6 M. Memorandum of Evaluation and Negotiation ....................................................6 N. Cancellation or Revision of Request for Proposals ............................................7 O. Rejection of Individual Proposals.......................................................................7 P. Reissuance of RFP ..............................................................................................7 Q. Liability to Offeror for Cost of Proposal ............................................................7 R. Notice of Prohibition Against Gratuities ............................................................8 S. Notice of Prohibition Against Kickbacks ...........................................................8 T. Notice of Prohibition Against Convicted Sexual Offenders ..............................8

III. TERMS AND CONDITIONS TO BE INCLUDED IN CONTRACT ................8

A. Type and Duration of Contract ...........................................................................9 B. Responsibilities of Awarded Offeror ..................................................................9 C. Assignment and Subcontracting .........................................................................9 D. Independent Contractor Status..........................................................................10

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E. Scope of Contract .............................................................................................10 F. Termination of Contract ...................................................................................10

1. Termination for Convenience Pursuant to 2 GAR § 6101(10) .................10 a. Termination .......................................................................................10 b. Contractor's Obligations ....................................................................10

G. Contract Disputes .............................................................................................10 H. Contract Remedies ............................................................................................11

1. Remedies Pursuant to 2 GAR § 9101 .......................................................11 2. Interest Payable on Claims ........................................................................11

I. Covenant Against Contingent Fees ..................................................................11 IV. PRELIMINARY SCOPE OF WORK ..................................................................12

A. Description of Work Involved ..........................................................................12

V. PROPOSAL REQUIREMENTS ..........................................................................13

A. Cover Letter ......................................................................................................13 B. Format and Content of Proposals .....................................................................13 C. Disclosures Required by Procurement Statute and Regulations ......................14

1. Disclosure of Major Shareholders (5 GCA § 5233)..................................15 2. Representation Regarding Gratuities and Kickbacks (2 GAR § 11107(e)) ..................................................................................15 3. Prospective Representation regarding Contingent Fees ............................15 4. Certification of Independent Price Determination (2 GAR § 3126) .........15 5. Representation Regarding Ethical Standards for Government Employees and Former Government Employees ......................................15

D. Licensing or Certificate(s) of Exemptions........................................................16 E. Equal Employment Opportunity .......................................................................16

VI. EVALUATION AND SELECTION PROCEDURES ........................................16

A. Minimum Qualifications...................................................................................16 B. Selection Panel .................................................................................................16 C. Evaluation Factors ............................................................................................17 D. Selection ...........................................................................................................17

ATTACHMENT 1 ATTACHMENT 2

RFP NO. 002-FY13, Request for Administrative Law Judge Services Page 1 of 17

I. GENERAL INFORMATION A. Introduction.

The Public Utilities Commission (“the Commission” or “the Purchasing Agency”), a public corporation and autonomous instrumentality of the Government of Guam, is soliciting proposals from a qualified Firm/Individual(s) to provide services as administrative law judge (“ALJ”) for and on behalf of the Commission as described in the Scope of Work herein. Request for Proposals (RFP) packets may be obtained at the Commission office anytime from Monday through Friday, excluding holidays between 8:00 a.m. and 5:00 p.m. The RFP packets may also be obtained by e-mailing Ms. Lourdes Palomo, Administrator, at [email protected]; or by downloading the RFP from the PUC website at http://www.guampuc.com. For additional information, contact Ms. Lourdes Palomo at (671) 472-1907 or by fax at (671) 472-1917; or by email at [email protected].

B. General Authority.

The competitive selection procedures for the procurement of professional services are governed by the Guam Procurement Law codified at Title 5, Chapter 5 of the Guam Code Annotated (“GCA”), as amended; the Guam Procurement Regulations promulgated in Title 2, Division 4 of the Guam Administrative Rules and Regulations (“GAR”), as amended; and the Administrative Adjudication Act codified at Title 5, Chapter 9 of the Guam Code Annotated, as amended. Copies of the foregoing statutes and regulations are available from the Purchasing Agency, and are incorporated into this solicitation and the contract to be awarded hereunder, by reference herein.

The RFP requires all parties involved in the preparation, negotiation, performance

or administration of contracts to act in good faith.

C. Purchasing Agency.

This Request for Proposals (RFP) is issued by the Public Utilities Commission. The Commission shall act as Purchasing Agency for the purpose of procuring the professional services described in the Scope of Work, pursuant to its written determination that the professional services to be procured are in accordance with 2 GAR § 3114(c)(1)-(4).

mailto:[email protected]

http://www.guampuc.com/



D. Due Date for Submission of Questions, Proposals, and/or Protests.

1. Pre-Proposal Submission of Questions. Discrepancies, omissions, or doubts as to the meaning of a specification or this RFP must be made in writing. Potential offerors who received the RFP packet may submit written questions to the Commission on or before July 8, 2013, 5:00 p.m. Chamorro Standard Time. Written questions may be emailed to Ms. Lourdes Palomo at [email protected]; or faxed at (671) 472-1917. On or before July 18, 2013, the Commission shall provide its responses to the written questions (without reference to the source of the questions) to all potential offerors who received the RFP.

Oral statements made by the Commission or its agents are not binding on the Commission under this RFP. 2. Submission of Proposals.

Proposals must be submitted in the form and manner indicated below.

Proposal Due Date and Time. No later than 5:00 p.m., Chamorro Standard Time, August 21, 2013.

Business hours of the Commission for the purposes of this RFP are from 8:00 a.m. to 5:00 p.m., Monday through Friday, with the exception of official Government of Guam holidays.

Manner of Submission. Proposals may be mailed or hand-delivered.

Proposals may also be electronically submitted via e-mail.

Where to Submit Proposals. For proposals mailed or hand-delivered, proposals must be received by the Commission at the following address:

Public Utilities Commission Suite 207, GCIC Building 414 W. Soledad Avenue Hagåtña, Guam 96910

For proposals electronically submitted, proposals must be emailed to Ms. Lourdes Palomo at [email protected].




Number of Copies. For proposals mailed or hand-delivered, one (1) original and five (5) copies of the written proposal are required.

For proposals electronically submitted, only one (1) original of the written proposal is required.

Late Proposals. No proposal shall be accepted after the deadline for submitting proposals. Late proposals shall be automatically disqualified from further consideration.

3. Proposal Envelope.

For proposals mailed or hand-delivered, the offeror’s proposal envelope shall be

sealed and marked with the offeror’s name and the number of this RFP. Additionally, the name of the designated person whom the Commission may

contact for prompt administration shall be listed on the front of the envelope as follows: Name of Designated Representative: _____________________________ Title: ______________________________________________________ Address: ___________________________________________________ Tel. No.: ___________________________________________________ Fax No.:____________________________________________________

4. Submission of Protest.

Protests under this RFP shall be served on the Commission at the above address by obtaining written and dated acknowledgement of receipt no later than the close of business within fourteen (14) days from the date on which the protestor should have known of the facts giving rise to the protest. Protests received after that date shall not be considered.

II. GENERAL PROCEDURES

A. Receipt and Handling of Proposals.

In accordance with 2 GAR § 3114(h)(1), proposals and modifications shall be time-stamped upon receipt and held in a secure place until the established due date. Proposals shall not be opened publicly nor disclosed to unauthorized persons, but shall be opened in the presence of two or more procurement officials as designated by the Commission. A Register of Proposals shall be established which shall include for all proposals, the name of each offeror, the number of modifications received, if any, and a description sufficient to identify the services offered. The Register of Proposals shall be opened to public


inspection only after the award of the contract. Proposals of offerors who are not awarded the contract shall not be opened to public inspection.

B. Nondisclosure of Data.

Offerors may identify trade secrets and other proprietary data contained in their proposals and may designate those portions of their proposal which are to remain confidential. If the offeror selected for award has requested, in writing, the nondisclosure of trade secrets and other proprietary data so identified, the Commission shall examine the request in the proposal to determine its validity prior to entering negotiations with the prospective offeror. If the parties do not agree as to the disclosure of data in the proposal or in the potential contract, the Commission shall inform the offeror in writing what portion of the proposal will be disclosed and that, unless the offeror withdraws the proposal or protests pursuant to 5 GCA Chapter 5, Article 9 (Legal and Contractual Remedies), the proposal will be so disclosed.

C. Discussions.

The Commission shall evaluate all proposals submitted and may, but shall not be required to, conduct discussions with any offeror. The purposes of such discussions shall be to: (1) determine in greater detail such offeror’s qualifications; and (2) explore with the offeror the scope and nature of the required services, the offeror’s proposed method of performance, and the relative utility of alternative methods of approach. Discussions shall not disclose any information derived from proposals submitted by other offerors. Information derived from the proposals shall not be disclosed until after the award of the proposed contract has been made. Information contained in the proposal or furnished in connection with an inquiry with respect to responsibility of the offeror shall not be disclosed outside the Commission without prior written consent of the offeror. The proposal of the offeror awarded the contract shall be opened to public inspection except as otherwise provided in the contract. Proposals of offerors who are not awarded the contract shall not be opened to public inspection.

D. Withdrawal of Proposals.

Proposals may be withdrawn on written request received from the Offeror prior to

the time fixed for opening. Negligence on the part of the Offeror in preparing the proposal confers no right for the withdrawal of the proposal after the proposal has been opened.

E. Minor Informalities; Method of Award.

The Commission reserves the right to waive any minor informalities in proposals received, or to have them corrected by the offeror in accordance with applicable


regulations. The Commission shall have the prerogative to award, amend or reject proposals in whole or in part. It is the policy of the Commission and the Government of Guam to award proposals to offerors duly authorized and licensed to conduct business in Guam.

F. Determination of Responsibility of Offeror. The Commission reserves the right to secure from the offeror any information

necessary to determine whether or not the offeror is responsible, and to determine that responsibility in accordance with 2 GAR § 3116(a).

G. Duty of Offeror. By submitting a proposal, the offeror specifically understands and agrees that the

offeror has a duty to explain and clarify any and all conditions imposed on or included in its responses and questions to this RFP. The offeror further understands that it has an affirmative duty to inquire about and clarify any section of the RFP that the offeror does not understand or that the offeror believes may be susceptible to more than one interpretation.

H. Owner’s Right to Reject Proposals. The Commission may make such investigations as it deems necessary to determine

the ability of the offeror to perform the work, and the offeror shall furnish to the Commission all such information and data for this purpose as the Commission may request. The Commission reserves the right to reject the offeror’s proposal if the evidence submitted by, or investigation of such offeror fails to satisfy the Commission that such offeror is properly qualified to carry out the obligations of the RFP.

I. Standard for Determination of Most Qualified Offeror. In determining the most qualified offeror, the Commission shall evaluate proposals

based upon the evaluation factors stated in the RFP and the Scope of Work. J. Selection of the Best Qualified Offerors.

After conclusion of validation of qualifications, evaluation and discussion as provided in 2 GAR § 3114(i), the Commission shall select, in the order of their respective qualification ranking, no fewer than three acceptable offerors (or such lesser number if less than three acceptable proposals were received) deemed to be the best qualified to provide the required services.


K. Submission of Cost or Pricing Data. Pursuant to 2 GAR § 3114(k), the offeror determined to be the best qualified may

be required to submit cost or pricing to the Commission at a time specified prior to the commencement of negotiations in accordance with 2 GAR § 3118 (Cost or Pricing Data). Unless the contract price falls under an exception set forth in 2 GAR § 3118(b)(2), the offeror or contractor shall certify that the cost or pricing data is accurate, complete, and current, using a form of certificate substantially set forth in 2 GAR § 3118(e).

L. Negotiation and Award of Contract.

The Commission shall negotiate a contract with the best qualified offeror for the

required services at compensation determined in writing to be fair and reasonable. The elements of negotiation shall be directed at the requirements set forth in 2 GAR § 3114(i)(2).

In accordance with 2 GAR § 3114(l)(3), if compensation, contract requirements,

and contract documents can be agreed upon with the best qualified offeror, the contract shall be awarded to that offeror. In accordance with 2 GAR § 3114(l)(4), if compensation, contract requirements, or contract documents cannot be agreed upon with the best qualified offeror, a written record stating the reasons therefore shall be placed in the file and the Commission shall advise such offeror of the termination of negotiations which shall be confirmed by written notice within three (3) days.

Upon failure to negotiate a contract with the best qualified offeror, the Commission

may enter into negotiations with the next most qualified offeror. If compensation, contract requirements, or contract documents can be agreed upon, then the contract shall be awarded to that offeror, in accordance with 2 GAR § 3114(l)(4). If negotiation again fail, negotiations shall be terminated as provided in 2 GAR § 3114(l)(4) and commence with the next qualified offeror. If negotiations fail with all of the offerors initially selected as the best qualified offerors, offers may be resolicited or additional offerors may be selected based on original, acceptable submissions in the order of their respective qualification ranking and negotiations may continue in accordance with 2 GAR § 3114(l)(6) until an agreement is reached and the contract awarded.

M. Memorandum of Evaluation and Negotiation.

At the conclusion of negotiations resulting in the award of the contract, the

Commission shall prepare a memorandum setting forth the basis of the award, including how the evaluation factors stated in the RFP were applied to determine the best qualified offerors, and the principal elements of the negotiations including the significant considerations relating to price and the other terms of the contract. In accordance with 2


GAR § 3114(m), all memoranda shall be included in the contract file and be available for public inspection. Written notice of award shall be public information and made a part of the contract file.

N. Cancellation or Revision of Request for Proposals.

This RFP may be canceled, revised, amended, supplemented, or any and all

proposals may be rejected in whole or in part, as may be pursuant to 2 GAR § 3115, when it is in the best interests of the Commission or the public. Additionally, in accordance with 2 GAR § 9105, if prior to award it is determined that a solicitation or proposed award of a contract is in violation of the law, then the solicitation or proposed award shall be canceled or revised to comply with the law. The reasons therefore shall be made part of the contract file.

O. Rejection of Individual Proposals.

Any offer submitted in response to this RFP may be rejected, in whole or in part, when it is in the best interests of the Commission or the public, in accordance with 2 GAR § 3115(e). Reasons for rejecting proposals include but are not limited to: (1) the business that submitted the proposals is nonresponsive as determined under 2 GAR § 3116; (2) the proposal ultimately fails to meet the announced requirements of the Commission in some material respect; or (3) the proposed price is clearly unreasonable. Upon request, unsuccessful offerors shall be advised of the reasons for rejection.

When proposals are rejected, or a solicitation canceled after proposals are received,

the proposals which have been opened shall be retained in the procurement file, or if unopened, returned to the offerors upon request, or otherwise disposed of pursuant to 2 GAR § 3115(g).

P. Reissuance of RFP.

The Commission may, at its discretion, decide to reissue this RFP.

Q. Liability to Offeror for Cost of Proposal.

The Commission is not liable for any costs incurred by the offeror in connection

with this RFP. By submitting a proposal, the offeror specifically waives the right against the Commission for any expenses incurred in proposal preparation. Submitted proposals become the property of the Commission. An offeror’s requests for the return of specific proprietary material will be honored.


R. Notice of Prohibition Against Gratuities (5 GCA § 5630(a) and 2 GAR § 11107(a)).

It shall be a breach of ethical standards for any person to offer, give, or agree to

give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore.

S. Notice of Prohibition Against Kickbacks (5 GCA § 5630(b) and 2 GAR

§ 11107(b)).

It shall be a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement of the award of a .subcontractor or order.

T. Notice of Prohibition Against Convicted Sexual Offenders (5 GCA §

5253(b)). The offeror who is awarded the Proposal shall warrant in the final contract between

the parties that: (1) no person providing services on behalf of the offeror or contractor has been convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an offense as defined in Article 2 of Chapter 28, Title 9 GCA, or an offense in another jurisdiction with, at a minimum, the same elements as such offenses, or who is listed on the Sex Offender Registry; and (2) that if any person providing services on behalf of the Offeror or contractor is convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an offense as defined in Article 2 of Chapter 28, Title 9 GCA or an offense in another jurisdiction with, at a minimum, the same elements as such offenses, or who is listed on the Sex Offender Registry, that such person will be immediately removed from working at the Commission and that the Commission shall be informed of such within twenty-four (24) hours of such conviction.

III. TERMS AND CONDITIONS TO BE INCLUDED IN CONTRACT

The Commission reserves the right to include any part or parts of the offeror’s proposal in the final contract with the offeror. The offeror will be subject to conditions and


terms imposed by the Commission. The contract entered into by and between the Commission and the offeror shall include, but is not limited to, the following mandatory terms and conditions:

A. Type and Duration of Contract.

A Professional Services Agreement will be consummated between the successful

awarded offeror and the Commission. The offeror selected must show evidence that he/she/it is licensed to conduct business in Guam.

The professional services procured hereunder may be a multi-term contract in

accordance with 2 GAR § 3121 et seq. The Commission has determined that the use of a multi-term contract is required because the furnishing of long-term services is required to meet the needs of the Commission. A multi-term contract will serve the best interests of the Commission by encouraging effective competition or otherwise promoting economies in the Commission. Offerors are directed to the provisions of 2 GAR § 3121(e)(1), the terms of which are incorporated herein by reference.

The initial term of the contract shall be for a period of one (1) year. The contract

may be renewed annually, at the sole discretion of the Commission, for additional one (1) year periods, but not to exceed a total contract term of five (5) years, by written notice. The Commission is not obligated to renew the contract and does not have to give reason if the Commission elects not to renew.

The contract shall take effect upon the signing of the contract by all the required

parties.

B. Responsibilities of Awarded Offeror.

The awarded offeror shall be responsible for the professional and technical accuracy of all work done under the contract. The awarded offeror shall agree to devote his, her or its best efforts to the duties and responsibilities under the contract. The awarded offeror shall perform the duties and responsibilities under the contract in a professional and competent manner in accord with acceptable standards for the offeror’s profession.

C. Assignment and Subcontracting. The contract may not be assigned without the prior written approval of the

Commission. Because of the nature of the work, the awarded offeror may not subcontract any part of the services required under the contract without the prior written approval of the Commission.


D. Independent Contractor Status.

The offeror understands that if an award is made, the offeror’s relationship with the Commission is as an independent consultant or contractor, and not as an employee of the Commission or the Government of Guam. E. Scope of Contract.

The resulting contract between the chosen offeror and the Commission shall supersede any and all other prior agreements, either oral or written, between the parties and shall contain all the covenants and agreements between the parties with respect to the employment of the offeror as an independent consultant.

F. Termination of Contract.

1. Termination for Convenience Pursuant to 2 GAR § 6101(10).

a. Termination. The Commission, when the interest of the Commission so requires, may terminate this contract in whole or in part, for the convenience of the Commission. The Commission shall give written notice of the termination to the contractor specifying the part of the contract terminated and when termination becomes effective.

b. Contractor’s Obligations. The contractor shall incur no

further obligations in connection with the terminated work and on the date set in the notice of termination the contractor will stop work to the extent specified.

G. Contract Disputes. 5 GCA § 5427 is applicable to controversies between the Commission and a

contractor which arise under, or by virtue of, a contract between them. This includes without limitation controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification, reformation, or rescission. The word controversy is meant to be broad and all-encompassing. It includes the full spectrum of disagreements from pricing of routine contract changes to claims of breach of contract.

All controversies between the Commission and the contractor which arise under, or

are by virtue of, this contract and which are not resolved by mutual agreement, shall be decided by the Commission in writing, within 60 days after written request by the contractor for a final decision concerning the controversy; provided, however, that if the Commission does not issue a written decision, within 60 days after written request for a


final decision, or within such longer period as may be agreed upon by the parties, then the contractor may proceed as if an adverse decision had been received. The head of the Commission shall immediately furnish a copy of the decision to the contractor, by certified mail, return receipt requested, or by any other method that provides evidence of receipt, including (1) a description of the controversy; (2) a reference to pertinent contract provisions; (3) a statement of the factual areas of agreement or disagreement; (4) a statement of the Commission's decision, with supporting rationale; and a paragraph substantially as follows:

This is the final decision of the Commission. You may obtain judicial review of this decision by bringing an action in the Superior Court of Guam.

Any such decision shall be final and conclusive, unless fraudulent, or the contractor

brings an action seeking judicial review of the decision in the Superior Court of Guam. The contractor shall comply with any decision of the Commission and proceed diligently with performance of the contract pending final resolution by the Superior Court of Guam of any controversy arising under, or by virtue of, the contract; provided, however, that in any event the contractor shall proceed diligently with the performance of the contract where the Commission has made a written determination that continuation of work under the contract is essential to the public health and safety.

H. Contract Remedies.

1. Remedies Pursuant to 2 GAR § 9101.

Any dispute arising under or out of this contract is subject to the provisions of

Chapter 9 (Legal and Contractual Remedies) of the Guam Procurement Regulations (2 GAR Chapter 9).

2. Interest Payable on Claims Pursuant to 2 GAR § 9103(f)(1) and

5 GCA § 5475. Pursuant to 2 GAR § 9103(f)(1) and 5 GCA § 5475 of the Guam Procurement Act,

interest on amounts ultimately determined to be due to a contractor shall be payable at the statutory rate applicable to judgments from the date the claim arose through the date of decision or judgment, whichever is later.

I. Covenant Against Contingent Fees. The offeror warrants that it has not employed or retained any company or person,

other than a bona fide employee working solely for offeror to solicit or secure any resultant


contract for a commission, percentage, brokerage or contingent fee. Breach of this warranty shall give the Commission the right to terminate the offeror, or in its discretion, to deduct from the contract price or consideration any amount of such commission, percentage, brokerage or contingent fee.

IV. PRELIMINARY SCOPE OF WORK

A. Description of Work Involved.

The following is a preliminary scope of services which describes the work to be accomplished. Upon final selection of the firm or individual, the Scope of Work may be modified and refined during the fee negotiation.

1. Act as administrative law judge to the Commission. 2. Have knowledge in and prepare opinions and rules, regulations and

reports at the request of the Commission, or their designee(s) in:

(a) Matters relating and concerning the operation and purpose of the Commission;

(b) Matters relating to regulatory compliance and public utilities;

(c) Matters concerning administrative adjudication; and

(e) Matters pertaining to federal, regulatory or local statutes.

3. Serve as presiding officer in formal proceedings/hearings before the

Commission.

4. Prepare cases for formal hearing before the Commission.

5. Issue subpoenas as authorized by statutes, rules, regulations or procedures.

6. Administer oaths or affirmations.

7. Assess witness testimony and rule on the admissibility and

presentation of evidence.

8. Prepare proposed decisions for consideration by the Commission.


9. Conduct investigations into proposed rate changes or matters affecting the Commission.

10. Assist the Commission in reviewing, evaluating and recommending

actions to be taken by the Commission.

11. Hold conferences to settle issues and mediate disputes between parties.

12. Provide special services as requested by the Commission.

13. Other Tasks: The Commission may require other related tasks not

specified above. V. PROPOSAL REQUIREMENTS.

A. Cover Letter.

A cover letter, which shall be an integral part of the proposal, shall be signed by the

individual who is authorized to bind the offeror contractually. The cover letter shall include the following statements or information:

1. The signer (whose title or position is indicated) is authorized to bind the offeror contractually.

2. The offeror’s name, address, and telephone and facsimile numbers. 3. Location of the offeror’s principal place of business, and, if

different, the place of performance of the proposed contract.

4. The offeror’s federal employer identification number (EIN) or tax identification number (TIN).

5. A statement of interest in providing the particular services required

and described in the RFP.

B. Format and Content of Proposals. All offerors shall provide a detailed plan for providing the professional services

described in the Scope of Work, which plan shall be incorporated into and made a part of, the contract for professional services. The proposal shall also contain a pricing scheme, although price shall be accorded less weight than the technical plan. The pricing scheme


submitted must be in a sealed envelope. At a minimum, the offeror’s proposal must contain:

1. The age of the offeror’s business and the average number of

employees over the past year.

2. The current workload of the offeror.

3. A list of all contracts under which services similar in scope, size and discipline to the required services, including contracts with Government of Guam agencies, were performed or undertaken within the previous three (3) years.

4. A plan giving as much detail as is practical explaining how the services will be provided.

5. A letter certifying that there is no conflict of interest with regard to

the services required by the Commission.

6. A letter or certification from the Supreme Court of Guam stating that the offeror is a good standing member of the Guam Bar association.

7. A statement that the offeror has established and implemented an

Affirmative Action Plan.

8. A letter affirming the existence of a Drug Free Workplace Program and Policy at the offeror’s business.

9. The abilities, qualifications, experience and the role of the

attorney(s) that would be assigned to perform the services contained in the Scope of Work (see section IV(A) above). A complete resume of each of those attorneys must be included which shall contain, at the minimum, legal work history and type of work performed.

C. Disclosures Required by Procurement Statute and Regulations. In accordance with Guam Procurement Law, the following representations and

disclosures shall be conspicuously set forth in all proposals and contracts:


1. Disclosure of Major Shareholders (5 GCA § 5233).

As a condition of bidding, any partnership, sole proprietorship or corporation doing business with the government of Guam shall submit an affidavit executed under oath that lists the name and address of any person who has held more than ten percent (10%) of the outstanding interest or shares in said partnership, sole proprietorship or corporation at any time during the twelve (12) month period immediately preceding submission of a bid. The affidavit shall contain the number of shares or the percentage of all assets of such partnership, sole proprietorship or corporation which have been held by each such person during the twelve (12) month period. In addition, the affidavit shall contain the name and address of any person who has received or is entitled to receive a commission, gratuity or other compensation for procuring or assisting in obtaining business related to the bid for the bidder and shall also contain amounts of any such commission, gratuity or other compensation. The affidavit shall be open and available to the public for inspection and copying.

2. Representation Regarding Gratuities and Kickbacks (2 GAR § 11107(e)).

The bidder, offeror, or contractor represents that it has not violated, is not

violating, and promises that it will not violate the prohibition against gratuities and kickbacks set forth in 2 GAR § 11107 (Gratuities and Kickbacks).

3. Prospective Representation Regarding Contingent Fees.

The prospective contractor represents as a part of such contractor’s bid or proposal that such contractor has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract pursuant to 5 GCA § 5631 and 2 GAR § 11108(f).

4. Certification of Independent Price Determination (2 GAR §

3126). The undersigned bidder or offeror certifies that the price submitted was

independently arrived at without collusion.

5. Representation Regarding Ethical Standards for Government Employees and Former Government Employees.

The offeror represents that it has not knowingly influenced and promises that it will not knowingly influence a government employee to breach any of the ethical standards set


forth in 5 GCA Chapter 5 Article 11 (Ethics in Public Contracting) of the Guam Procurement Act and in Chapter 11 of the Guam Procurement Regulations.

D. Licensing or Certificate(s) of Exemptions. Offerors are cautioned that the Commission will not consider for award any offer

submitted by an offeror who has not complied with the Guam Licensing Law. Specific information on licenses or exemptions to licensing may be obtained from the Director of Revenue and Taxation.

E. Equal Employment Opportunity. Offerors shall not discriminate against any employee or applicant for employment

because of race, color, religion, sex, national origin or any other classification protected under Guam and federal law. The contractor will take affirmative action to ensure that employees are treated equally during employment without regard to their race, color, religion, sex, national origin or any other classification protected under Guam and federal law. VI. EVALUATION AND SELECTION PROCEDURES

A. Minimum Qualifications. The following are minimum requirements for an offeror to be considered for award,

and evidence and/or statements regarding these qualifications must be incorporated in or attached to the offeror’s proposal.

1. The offeror must be licensed to practice law in Guam and in good

standing. 2. The offeror must have been in business for a minimum of five (5)

years. 3. Satisfactory evidence that the offeror has sufficient experience and is

fully qualified to perform the services. B. Selection Panel. Proposals submitted may be evaluated by a selection panel consisting of members

selected by the Commission.


The selection panel may request additional technical assistance from other sources, which could assist in reviewing (not evaluating) the responses for completeness and compliance with technical requirements.

C. Evaluation Factors.

All proposals found to be in compliance with the mandatory and material

requirements of this solicitation shall be evaluated based upon technical merit and price. The following factors and weighted values shall be used to evaluate each proposal:

1. The plan for performing the required services (maximum 15 points); 2. Ability to perform the services as reflected by legal training and

education, general experience, specific experience in providing the required services, and the qualifications and abilities of personnel proposed to be assigned to perform the services (maximum 25 points);

3. The personnel, equipment, and facilities to perform services

currently available or demonstrated to be made available at the time of contracting (maximum 20 points);

4. The offeror’s reputation for personal and professional integrity and

competence (maximum 15 points);

5. Understanding of Guam and federal statutes, rules and regulations, and standardized forms; and the offeror’s understanding of the potential problems and the Commission’s special concerns (maximum 15 points); and

6. Other factors (maximum 10 points).

All evaluation factors, other than cost or price, when combined shall be

significantly more important than cost or price.

D. Selection. The contract will be conditionally awarded to the successful offeror subject to the

requirement that within two (2) weeks from the date of the award, or within such extended time period, if any, as the Commission in its discretion may allow, and in all events prior to the successful offeror commencing work hereunder, the successful offeror shall be duly registered to conduct business on Guam.

ATTACHMENT 1

REQUIRED FORMS AND

DOCUMENTS

REQUEST FOR PROPOSALS (RFP) NO. 002-FY2013

Description: Administrative Law Judge Services

SPECIAL REMINDER TO PROSPECTIVE OFFERORS Offerors are reminded to read the Request For Proposals and Terms and Conditions to ascertain that all of the following requirements checked below are submitted in the proposal envelope, one (1) original and 5 extra copies, at the date and time for it is due. ( x ) AFFIDAVIT OF NON-COLLUSION ( x ) AFFIDAVIT OF DISCLOSURE OF MAJOR SHAREHOLDERS - Must comply with the

following requirements: a. The affidavit must be notarized and dated on the same month as the bid opening; b. Date if signature of the person authorized to sign the proposal and the Notary date must

be the same. ( x ) CERTIFICATE(S) OF GOOD STANDING FROM THE SUPREME COURT OF GUAM ( x ) AFFIDAVIT RE: ETHICAL STANDARDS ( x ) OTHER REQUIREMENTS: a. Evidence of establishment and implementation of Affirmative Action Plan b. Evidence of establishment and implementation of Drug Free Workplace Program c. Copy of Guam Business License This reminder must be signed and returned in the PROPOSAL envelope together with the proposal. Failure to comply with the above requirements will mean a disqualification and rejection of the proposal. On this ____ day of ____________________20___, I, _______________________________, authorized representative of _______________________________________ acknowledge receipt of this special reminder to prospective offerors with the above referenced RFP. _______________________________________ Authorized Representative’s Signature

THIS REMINDER FORM MUST BE COMPLETED AND RETURNED IN THE ENVELOPE CONTAINING THE PROPOSAL.

SPECIAL PROVISION FOR

AFFIDAVIT OF DISCLOSURE OF MAJOR SHAREHOLDERS

All offerors are required to submit a current affidavit as required below. Failure to do so will mean disqualification and rejection of the offeror’s proposal. Excerpt from Public Law 18-44: Section 44. A new Section 6961.3 is added to the Government Code to read: “Section 6961.3. Disclosure of Major Shareholders. As a condition of bidding, any partnership, sole proprietorship or corporation doing business with the government of Guam shall submit an affidavit executed under oath that lists the name and address of any person who has held more than ten percent (10%) of the outstanding interest or shares in said partnership, sole proprietorship or corporation at any time during the twelve (12) month period immediately preceding submission of a bid. The affidavit shall contain the number of shares or the percentage of all assets of such partnership, sole proprietorship or corporation which have held by each such person during the twelve (12) month period. In addition, the affidavit shall contain the name and address of any person who has received or is entitled to receive a commission, gratuity or other compensation for procuring or assisting in obtaining business related to the bid for the bidder and shall also contain the amounts of any such commission, gratuity or other compensation. The affidavit shall be open and available to the public for inspection and copying.” [Now codified as 5 G.C.A. § 5233]. NOTE: Each affidavit is only good for the month within which it was prepared and notarized. EXAMPLES:

1. An offeror intends to participate in RFPs scheduled for October 5, 15, and 25, 20xx. He must submit a NEW AFFIDAVIT ON OCTOBER 5, and may submit COPIES of the affidavit for the October 15 and October 25 RFPs.

2. An offeror intends to participate in an RFP scheduled for October 20 and

November 5, 20xx. He must submit a NEW NOTARIZED AFFDAVIT FOR EACH RFP.

The date of signature of the offeror must be the same date as the signature of the Notary Public official.

AFFIDAVIT RE: DISCLOSURE OF MAJOR SHAREHOLDERS

TERRITORY OF GUAM ) ) ss. VILLAGE OF ) I, the undersigned, being first duly sworn, depose and say that I am an authorized representative of the Offeror, and that: 1. [Please check one]:

[ ] The Offeror is an individual or sole proprietor and owns the entire (100%) interest in the bidding

or offering business. [ ] The Offeror is a corporation, partnership, joint venture, or association, and the persons,

companies, partners, or joint ventures who have held more than (10%) of the shares or interest in the bidding or offering business during the 365 days immediately preceding the submission date are as follows: [if none, please so state]

% OF NAME ADDRESS SHARES HELD _____________________ __________________________________ _____________ ______________________ _________________________________ _____________ _____________________ __________________________________ _____________ 2. Persons who have received or are entitled to receive a commission, gratuity or other compensation for

procuring or assisting in obtaining business related to the Proposal for which this Affidavit is submitted are as follows [if none, please so state]:

AMOUNT OF GRATUITY NAME ADDRESS OR OTHER COMPENSATION _____________________ ________________________________ ___________________________ 3. The Offeror has not violated, is not violating and promises that it will not violate the prohibition against

gratuities and kickbacks set forth in 2 GAR § 11206 (Gratuities and Kickbacks).

4. If the ownership of the bidding or offering business should change between the time this affidavit is made and the time an award is made or a contract is entered into, then I promise personally to update the disclosure required by 5 G.C.A. § 5233 by making another affidavit.

Further, affiant sayeth naught. Date: ______________________ _________________________________________________ Signature of: Individual if Offeror is a sole proprietorship;

Partner, if the Offeror is a partnership; Officer, if the Offeror is a corporation.

Subscribed and sworn to before me this _________ day of ________________________, 20______, ___________________________________________________ Notary Public

THIS AFFIDAVIT MUST BE COMPLETED AND RETURNED IN THE ENVELOPE

CONTAINING THE PROPOSAL.

AFFIDAVIT OF NON-COLLUSION A F F I D A V I T (Offeror) TERRITORY OF GUAM ) ) ss. VILLAGE OF ) _________________________________, being first duly sworn, deposes and says:

1. That he/she is ________________ (a partner or officer of firm of, etc.) the party making the

foregoing offer (identify by Request For Proposal project title and brief description).

2. That such offer is genuine and not collusive or a sham.

3. That said Offeror has not colluded, conspired, connived or agreed, directly or indirectly, with any

other offeror, bidder or person, to put in a sham offer or to refrain from submitting an offer, and has not

in any manner, directly or indirectly, mouth by agreement or collusion, or communication or conference,

with any person to fine profit, overhead or cost element or that of any other bidder, or to secure any

advantage against the Public Utilities Commission or any person interested in the contract, and

4. That all statements in said offer are true.

________________________________________________ Signature of individual if Offeror is a sole Proprietorship; Partner, if the Offeror is a Partnership; Officer, if the Offeror is a Corporation. SUBSCRIBED AND SWORN to before me this _____ day of ______________________, 20____. __________________________________________ Notary Public In and for the Territory of Guam My Commission Expires:

THIS AFFIDAVIT MUST BE COMPLETED AND RETURNED IN THE ENVELOPE CONTAINING THE PROPOSAL.

CERTIFICATES OF GOOD STANDING

FROM THE SUPREME

COURT OF GUAM

AFFIDAVIT RE: ETHICAL STANDARDS A F F I D A V I T (Oferror) TERRITORY OF GUAM ) ) ss. VILLAGE OF ) __________________________________, being first duly sworn, deposes and says:

1. That he/she is ___________________________________ (a partner or Officer of firm of, etc.) of

the party making the foregoing proposal (identify by Proposal Title and brief description):

2. That I have not knowingly influenced, and promises that I will not knowingly influence, a

government employee to breach any of the ethical standards set forth in 5 GCA Chapter 5 Article 11

(Ethics in Public Contracting) of the Guam Procurement Act and in Chapter 11 of the Guam Procurement

Regulations.

___________________________________________ Signature of individual if Offeror is a sole Proprietorship; Partner, if the Offeror is a Partnership; Officer, if the Offeror is a Corporation. SUBSCRIBED AND SWORN to before me this _____ day of __________________, 2013. _____________________________________ Notary Public In and for the Territory of Guam My Commission Expires:__________________

THIS AFFIDAVIT MUST BE COMPLETED AND RETURNED IN THE ENVELOPE CONTAINING THE PROPOSAL.

ATTACHMENT 2

SAMPLE ADMINISTRATIVE LAW JUDGE SERVICES

AGREEMENT

[SAMPLE ONLY]

ADMINISTRATIVE LAW JUDGE SERVICES AGREEMENT This AGREEMENT is made effective this day of , 2013, between ______________________________________ (the “ALJ”), whose address is ______________________________________________, and the PUBLIC UTILITIES COMMISSION (the “Commission” or the “Purchasing Agency”), whose address is Suite 207, GCIC Building, 414 W. Soledad Avenue, Hagåtña, Guam 96910. RECITALS WHEREAS, the Commission is empowered pursuant to Title 12, Guam Code Annotated, Chapter 12, to retain those professional services required by the Commission in the performance of its duties. WHEREAS, the Commission has the authority pursuant to Title 12, Guam Code Annotated, Section 12002(b) to appoint an administrative law judge who shall serve at the pleasure of the Commission, and whose duties and compensation shall be determined by the Commission.

WHEREAS, on _____________, 2013, and pursuant to the Guam Procurement Law codified at Title 5, Guam Code Annotated, the Commission, as Purchasing Agency, issued a Request for Proposals for Administrative Law Judge Services (“RFP No. 02-FY2013”). WHEREAS, the ALJ responded to RFP No. 02-FY2013 and was determined by the head of the Purchasing Agency or a designee that the award of a contract under RFP No.02-FY2013 should be made to the ALJ as being one of the most qualified offerors as determined by evaluating experience and other relevant factors. NOW THEREFORE, the Commission and the ALJ in consideration of the premises and the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION ONE SCOPE OF SERVICES

The ALJ agrees to serve in the capacity as administrative law judge to the Commission to fully and competently perform the following scope of services:

SAMPLE Administrative Law Judge Services Agreement Page 2 of 12

1. Act as administrative law judge to the Commission. 2. Have knowledge in and prepare opinions and rules, regulations and

reports at the request of the Commission, or their designee(s) in:

(a) Matters relating and concerning the operation and purpose of the Commission;

(b) Matters relating to regulatory compliance and public utilities; (c) Matters concerning administrative adjudication; and (e) Matters pertaining to federal, regulatory or local statutes.

3. Serve as presiding officer in formal proceedings/hearings before the

Commission. 4. Prepare cases for formal hearing before the Commission. 5. Issue subpoenas as authorized by statutes, rules, regulations or

procedures. 6. Administer oaths or affirmations. 7. Assess witness testimony and rule on the admissibility and

presentation of evidence. 8. Prepare proposed decisions for consideration by the Commission. 9. Conduct investigations into proposed rate changes or matters

affecting the Commission. 10. Assist the Commission in reviewing, evaluating and recommending

actions to be taken by the Commission. 11. Hold conferences to settle issues and mediate disputes between

parties. 12. Provide special services as requested by the Commission. 13. Other Tasks: The Commission may require other related tasks not

specified above.


The ALJ agrees that in no instance shall it represent the interest of any person, natural or legal, against the Commission in any court action.

SECTION TWO CONTRACT TERM

The term of this Contract shall commence upon the execution hereof and continue for one (1) year with four (4) options to extend for a period of one year each, not to exceed a total contract period of five (5) years with Commission approval. Any reference to year in this Agreement shall mean a twelve month period. This agreement may be terminated by either party upon 30 days written notice.

SECTION THREE COMPENSATION

The Commission shall compensate the ALJ according to its hourly rate schedule, attached hereto as “Exhibit A,” for actual time devoted to performing the above-enumerated services. The ALJ’s monthly billings shall not exceed the sum of $____________ per month without prior approval or subsequent ratification by the Certifying Officer of the Commission. The ALJ shall invoice the Commission for payments on a monthly basis and shall be required to provide a record of hours worked and the description of work. The Commission’s obligation for payment of the ALJ’s fees and costs shall be subject to the availability of funds for such payment. The Commission will closely monitor the performance of work by the ALJ and the Commission has determined that it would not be practical to use any other type of contract to obtain the needed services. The ALJ agrees that he shall not receive any of the benefits given full-time non-contractual employees of the Government of Guam.

SECTION FOUR REIMBURSEMENT OF EXPENSES

The Commission shall reimburse the ALJ for the following expenses if incurred on behalf of the Commission:

1. Travel, food, lodging, and other related traveling expenses, provided the prior approval of the Commission is obtained for such travel and provided further that reimbursement for such travel expenses shall be pursuant to the Commission’s policy and rates for per diem compensation;

2. Whenever the ALJ finds it necessary to obtain any specialized

services not normally retained by the ALJ, the ALJ and the Commission together shall


determine first that the acquisition of such services by the ALJ will not circumvent the Guam Procurement Law. The determination shall be made by reviewing the scope of services needed for their degree of specialization and the purpose of the services. If the Guam Procurement Law will be circumvented, then acquisition must be undertaken by the Commission. However, in the case of specialized services related to litigation, the ALJ may contract directly for such services, except for legal services which must always be procured by the Commission. The costs and fees associated with the specialized services may at the Commission’s election, be paid directly to such specialists or to the ALJ as reimbursement;

3. Process servers’ fees, court reporters’ fees, long distance telephone

calls, messenger and delivery fees, postage, photocopying, parking, and other similar items customarily paid for by clients.

4. Any other expenses provided that the prior approval of the

Commission has been obtained; and 5. Any other expenses that although the prior approval of the

Commission was not obtained, the Commission determines to have been beneficial and justified.

The ALJ shall provide vouchers and receipts, together with a brief explanation of such expenses that it has incurred for the benefit of the Commission.

SECTION FIVE COMPLIANCE WITH LAWS AND REGULATIONS

In performing the work provided for herein, the ALJ agrees to fully comply with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, both territorial and federal. The ALJ assumes fully responsibility for the payment of all contributions, payroll taxes, or assessments, territorial or federal, and further agrees to meet all requirements that may be specified under regulations of administrative officials or bodies charged with enforcement of any territory or federal laws on this subject.

SECTION SIX ACCESS TO RECORDS

The ALJ shall maintain all books, documents, papers, accounting records, and other evidence concerning the expenses and costs incurred by the ALJ’s performance and shall make such material available to the Commission or its designee(s) for inspection and copying upon request during the term of this Agreement.


SECTION SEVEN FINAL PAYMENT AND RELEASE OF CLAIMS

Final payment shall be made upon satisfactory delivery and acceptance of all services as herein specified and performed under this Agreement. Prior to final payment, as a condition precedent thereto, the ALJ shall execute and deliver to the Commission a release, in a form approved by the Commission, of claims against the Commission arising under by virtue of this Agreement.

SECTION EIGHT INDEPENDENT AGENT

For the purpose of the Government Claims Act, Public Law 17-29, the ALJ shall not be considered an agent of the Department of Law of the Territory of Guam with respect to any acts performed by it in connection with the discharge of the duties of this contract. There shall be no employee benefits provided under this contract, such as health or life insurance, retirement benefits, vacation leave or sick leave, and there shall be no withholding of taxes by the Commission. The ALJ contracts herein with Commission as an independent contractor, and is neither an employee nor an agent of the Commission for the purpose of performing the services hereunder. The Commission therefore assumes no responsibility of liability for the acts of the ALJ which are performed in its independent and professional capacity.

SECTION NINE RESPONSIBILITY OF THE ALJ

The ALJ shall be responsible for the professional and technical accuracy of all work and materials furnished under this contract. The ALJ shall, without additional cost to the Commission, correct or revise all errors or deficiencies in his/her work. The Commission’s review, approval, acceptance of, and payment of fees for services required under this contract, shall not be construed to operate as a waiver of any rights under this contract or of any cause of action arising out of the ALJ’s failure to the Commission for all costs of any kind which may be incurred by the Commission as a result of the ALJ’s negligent performance of any of the services performed under this contract.

SECTION TEN ASSIGNMENT OF AGREEMENT

The ALJ may not assign this agreement, or any sum becoming due under the provisions of this Agreement without the prior written consent of the Commission.


SECTION ELEVEN GENERAL COMPLIANCE WITH LAWS

The ALJ shall be required to comply with all Federal and Territorial laws and ordinances applicable to this work. The ALJ has provided the Commission with a copy of its Statement of Exemption pursuant to Section 16024 of the Government Code.

SECTION TWELVE ACCESS TO RECORDS AND OTHER REVIEW

The ALJ, including his subcontractors, if any, shall maintain all books, documents, papers, accounting records and other evidence operating to costs incurred and to make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of the final payment under the contract, for inspection by the Commission. Each subcontract by the ALJ pursuant to this Agreement shall include a provision containing the conditions of this Section.

SECTION THIRTEEN OWNERSHIP OF DOCUMENTS

All briefs, memoranda and other incidental work of the ALJ or materials furnished hereunder shall be and remain the property of the Commission including all publication rights and copyright interests, and may be used by the Commission without any additional costs to the Commission.

SECTION FOURTEEN INDEMNITY

The ALJ agrees to save and hold harmless the Commission, its officers, agents, representatives, successors and assigns and other governmental agencies from and all suits or actions of every nature and kind, which may be brought from or on account of any injury, death, or damage arising or growing out of the acts or omissions of the ALJ, its officers, agents, servants or employees under this Agreement.

SECTION FIFTEEN CHANGES IN SCOPE OF WORK AND SERVICES

15.1 Commission Initiated The Commission may, at any time, by written order, make changes to general scope of this contract in the services to be performed. The ALJ shall not make any changes to the general scope without the written approval of the Commission.


If such changes cause an increase or decrease in the ALJ’s cost of, or time required for, performance of any services under this Agreement, the Agreement shall be modified in writing accordingly. Any claim for adjustment under this section must be made in writing to the Commission within thirty (30) days from the date of receipt by the ALJ of the notification of change; provided, however, the Commission, if it determines the facts justify such action, may receive and consider and adjust any such claim asserted at any time prior to the date of final settlement of the Agreement. Nothing provided in this section shall excuse the ALJ from diligently proceeding with the work so charged. 15.2 Initiated by the ALJ If the ALJ believes that a change in the scope of services is necessary and desirable to the furtherance of the interest of the project under this Agreement, the ALJ shall make a request, in writing, for the Commission to issue a Change Order. Such requests for Change Order shall include the proposed change in scope of services, as well as the proposed change in compensation and/or schedule associated with granting such a Change Order. The Commission shall, in response to such request for Change Order, utilize the same options as stated above.

SECTION SIXTEEN TERMINATION

Either of the parties hereto may, by written notice to the other, terminate this Agreement in whole or in part upon thirty (30) days written notice either for convenience or default. Upon such termination, all briefs, reports, summaries, completed work and work in progress, and such other information and materials as may have been accumulated by the ALJ in performing this Agreement shall, in the manner to the extent determined by the Commission, become the property of and be delivered to the Commission. If the contract is terminated by the ALJ or by the Commission for cause, prior to its completion, the ALJ shall reimburse the Commission for any travel costs associated with this contract and the Commission may retain as set-off for such expenses any funds owed to the ALJ in the Commission’s possession.

SECTION SEVENTEEN SEVERABLE PROVISIONS

If any provision of this Agreement shall be deemed by a court of competent jurisdiction to be invalid, then such provision shall be deemed stricken from the Agreement and the Agreement shall be enforced according to its valid and subsisting terms and provisions.


SECTION EIGHTEEN GOVERNING LAW

Venue of any action brought under this Agreement shall lie in the Territory of Guam exclusively. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the Territory of Guam.

SECTION NINETEEN COMMISSION NOT LIABLE

The Commission assumes no liability for any accident or injury that may occur to the ALJ, his or her agents, dependents, or personal property while en route to or from this territory or during travel mandated by the terms of this Agreement.

SECTION TWENTY APPROVALS

Any approvals required herein by the Commission shall mean approval by the Public Utilities Commission is required unless another person is designed by the Commission to issue particular or limited approvals on certain matters.

SECTION TWENTY-ONE CONFLICTS

The ALJ agrees to disclose to the Commission any possible conflict of interest that may arise in representing the Commission’s interest, and obtain a written waiver from the Commission regarding its conflict. Should any possible conflict of interest arise, the ALJ agrees not to disclose or otherwise use any matters learned from the Commission to the disadvantage of the Commission.

SECTION TWENTY-TWO INTEREST OF THE ALJ

The ALJ covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The ALJ further covenants that in the performance of this Agreement, no person having such interest shall be employed.

SECTION TWENTY-THREE GUAM TAX

The ALJ is responsible for payment of all applicable Guam Taxes.


SECTION TWENTY-FOUR NO WAIVER OF LEGAL RIGHTS

No waiver of any breach of the Agreement shall be held to be a waiver of any other or subsequent breach, or of any right that the Commission may have for damages. Each party reserves the right to correct any error that may be discovered in any invoice that may have been paid to the ALJ and to adjust the same to meet the requirements of the Agreement.

SECTION TWENTY-FIVE SUCCESSORS AND ASSIGNS

Subject to the limitations on assignment and transfer herein contained, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns.

SECTION TWENTY-SIX BREACH OF CONTRACT TERMS

Any violation or breach of terms of this contract on the part of the ALJ or his subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this Agreement. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.

SECTION TWENTY-SEVEN COVENANT AGAINST CONTINGENT FEES

The ALJ warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the ALJ to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the ALJ, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the contract price of consideration or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.


SECTION TWENTY-EIGHT INFORMATION TO BE FURNISHED TO THE ALJ

All information, data, reports, and records as are existing, available, and in the Commission’s custody, and necessary for the carrying out of the services shall be furnished to the ALJ without charge by the Commission, and the Commission shall cooperate with the ALJ in every reasonable way during all phases of the project. The ALJ hereby agrees to indemnify and hold the Commission harmless from any losses, damages, costs, claims, suits and judgments, expenses of any nature or kind, including the ALJ’s fees, arising from any defects or failures attributable to the ALJ's unreasonable or imprudent reliance on the aforementioned documents.

SECTION TWENTY-NINE WARRANTY AGAINST EMPLOYMENT

OF SEX OFFENDERS (PUBLIC LAW 28-98:2) The ALJ warrants that no person providing services on behalf of the ALJ has been convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an offense as defined in Article 2 of Chapter 28, Title 9 GCA, or an offense in another jurisdiction with, at a minimum, the same elements as such offenses, or who is listed on the Sex Offender Registry. If any person providing services on behalf of the ALJ is convicted of a sex offense under the provisions of Chapter 25 of Title 9 GCA or an offense as defined in Article 2 of Chapter 28, Title 9 GCA or an offense in another jurisdiction with, at a minimum, the same elements as such offenses, or who is listed on the Sex Offender Registry, that such person will immediately be removed from working at said agency and that the administrator of said agency be informed of such removal within twenty-four (24) hours of the conviction.

SECTION THIRTY ENTIRE AGREEMENT

This Agreement and exhibits or attachments hereto constitute the entire agreement between the parties, and no prior or contemporaneous written or oral promises, representations or assurances shall be deemed to alter the provisions hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the retention of the ALJ by the Commission and contains all of the covenants and agreements between the parties with respect to such retention in any manner whatsoever. Each party to this agreement acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.


SECTION THIRTY-ONE NOTICES

Notices to either party will be sent to: Public Utilities Commission Suite 207, GCIC Building 414 W. Soledad Avenue Hagåtña, Guam 96910 ______________________________ ______________________________ ______________________________ ______________________________

[SIGNATURES CONTINUED ON NEXT PAGE]


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ADMINISTRATIVE LAW JUDGE: PURCHASING AGENCY: PUBLIC UTILITIES COMMISSION By:______________________________ By:_____________________________ Name of Signing Attorney Title:_____________________________ Date:_____________________________ Date:____________________________ ATTEST: ATTEST: By:_____________________________ By:_____________________________ Name: Title: Date:______________________________ Date:____________________________ CERTIFIED FUNDS AVAILABLE: By:_____________________________ PUC CERTIFYING OFFICER Date:____________________________ CONCURRED: APPROVED AS TO FORM: OFFICE OF THE GOVERNOR OFFICE OF THE ATTORNEY OF GUAM GENERAL OF GUAM By: By:_____________________________ HON. EDDIE BAZA CALVO LEONARDO M. RAPADAS Governor of Guam Attorney General of Guam Date:_____________________________ Date:____________________________

EXHIBIT “A”

HOURLY RATE SCHEDULE*

A. For Legal Personnel 1. Partners $_________________ 2. Associates $_________________ 3. Law Clerks $_________________

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