CALIFORNIA, STATE OF - DEPT. OF JUSTICE 1 - 2007

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CITY OF SANTA ANA POLICE DEPARTMENT Agreement Number 06-7595 Page 3 of 4 EXHIBIT D (Cont.) (Standard Agreement) SPECIAL TERMS AND CONDITIONS Covenant AQainst ContinQent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Department of Justice shall have the right to terminate this Agreement in accordance with the termination clause and, in its sole discretion, to deduct from this Agreement's price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. Disputes. Any dispute concerning a question of fact arising under the terms of this Agreement which is not disposed of within fifteen (15) days by the Contractor and the Department of Justice employees normally responsible for the administration of this Agreement shall be brought to the attention of the Chief Executive Officer (or designated representative) of each organization for joint resolution. Consultant Services. (Applies On Iv to Consultant Services Contracts) The Contractor is advised that the provisions of Public Contract Code sections 10335 through 10381 pertaining to the duties, obligations, and nghts of a consultant service Contractor are applicable to this Agreement. Within sixty (60) days after completion of this Agreement, the Contract Manager shall complete a written evaluation of Contractor's performance under this Agreement. If Contractor did not satisfactorily perform the work, a copy of the evaluation will be sent to the State Department of General Services, Office of Legal Services, and to Contractor within fifteen (15) working days of the completion of the evaluation (pCC 10369). This evaluation shall not be a public record. Outside LeQal Counsel. (Applies Onlv to Outside Legal Counsel Contracts) The Contractor shall agree to adhere to legal costs, billing guidelines, litigation plans, and case phasing of activities designated by the Department of Justice. The Contractor shall also submit and adhere to legal budgets as designated by the Department and shall maintain legal malpractice insurance in an amount not less than $100,000.00 The Contractor shall also submit to legal bill audits and law firm audits if requested by the Department. The audits may be conducted by employees or designees of the Department of Justice or by legal cost control providers retained by the Department for that purpose. A contractor may be required to submit to a legal cost and utilization review, as determined by the Department. Conflict with ExistinQ Law. The Contractor and the Department of Justice agree that if any provision of this Agreement is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of this Agreement shall remain in full force and effect. Either party having knowledge of such terms or provision shall promptly inform the other of the presumed nonapplicability of such provision Should the offending provision go to the heart of this Agreement, this Agreement shall be terminated in a manner commensurate with the interest of both parties, to the maximum extent reasonable. PrevailinQ WaQe. (Applies Onlv to Moving, Courier, Security, Video Services) No Contractor or subcontractor performing hereunder shall pay any employee actually engaged in the moving and handling of goods being relocated under such contract less than the prevailing wage rate, as prescribed by California by California Government Code Section 14920. It is hereby mutually agreed that the Contractor shall forfeit to the Department a penalty of twenty-five dollars for each calendar day, or portion hereof, for each worker paid by him, or subcontractor under him, less than the prevailing wage so stipulated; and in addition, the Contractor further agrees to pay to each worker the difference between the actual amount paid for each calendar day, or portion thereof, and the stipulated prevailing wage rate for the same. Upon the request of the Department of Industrial Relations, these penalties shall be withheld from progress payment due.