CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:
I
1. This Agreement is entered into between the City of Stockton ("City") and Kemira Water Solutions, Inc. ("Contractor") to provide Ferric Chloride and/or Ferrous Chloride for purchase as set forth in Exhibit A to this Agreement.
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: Terminates on: December 31, 2026
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $ 3,330,620
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A - Statement of Work
(b) Exhibit B - Insurance
(c) Exhibit C - General Terms and Conditions
(d) Exhibit D - Goods and Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Discrimination and Harassment Policy (HR-15) IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
Kemira Water Solutions, Inc. �v-�bv-tck "�
Con o 's Na (if other than an individual, state wh ther a corporation, partnership, etc.):
A
Christina M. Imbrogno Commercial Support Manager
Printed Name and Title of Person Signing
4321 W. 6th St.
Lavorence, KS 66049 Address
CITY OF STOCKTON
Harry Black, City Manager
ATTEST:
Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:
John M. Luebberke, City Attorney
BY:
(Rev. 1.06.22)
1 ;)- 3 2-- L.--
Date
EXHIBIT 1
1. 2.
Project Objectives.
EXHIBIT A
STATEMENT OF WORK
The objective of this project is for the supply and delivery of Ferric Chloride and/or Ferrous Chloride.
Proiect Scope.
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.
3. Notices.
Pursuant to Exhibit C - General Terms and Conditions, Paragraph 15 - Notices, the mailing address for all required notices is as follows:
Contractor: Kemira Water Solutions, Inc.
Attn: Christina Imbrogno
4321 W. 6th Street
Lawrence, KS 66049
City: City of Stockton
Attn: City Manager
425 N. El Dorado Street
Stockton, CA 95202
EXHIBIT 1
NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Exhibit B:
Insurance Requirements
(Chemical Vendor- Ferric and Ferrous Chloride)
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, their agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Contractors Pollution Liability and/or Asbestos Pollution Liability applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.
It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation 1 (Rev. 10.30.18)
EXHIBIT 1
is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read "City of Stockton, its officers, officials, employees, and volunteers." Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
Primary Coverage
The Additional Insured coverage under the Contractor's policy shall be "primary and non contributory" and will not seek contribution from the City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Contractor's insurance coverage to the sole negligence of the Named Insured.
Claims Made Policies - {Note - applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
2 (Rev. 10.30.18)
EXHIBIT 1
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.
5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton Risk Services. At the option of the City of Stockton, the Contractor shall provide coverage to reduce or eliminate such self-insured retentions as respects the City of Stockton, its officers, officials, employees, and volunteers; or the Contractor shall provide evidence satisfactory to the City of Stockton guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Stockton. 3 (Rev. 10.30.18)
EXHIBIT 1
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Contractor shall, prior to the commencement of work under this Agreement, provide the City of Stockton with a copy of its declarations page(s) and endorsement page(s) for each of the required policies.
Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor's work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract. Contractor shall include the following language in their agreement with Subcontractors: "Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the contract documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the owner contract document indemnity and insurance provisions will be furnished to the subcontractor upon request. ✓, Contractor shall provide proof of such compliance and verification to the City upon request.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor - HR
Stockton, CA 95202
(Rev. 10.30.18)
4 EXHIBIT 1
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1 Goods, Equipment and Seryjces, Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
2 Cjty Assjstance, Facjljtjes, Eaujpment and c1erjca1 Support, Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
3 Compensatjon. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor's invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4 Syfficjencv of Contractor's Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor's work shall be adequate and sufficient to meet the purposes of this Agreement.
5 Ownershjp of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of 1 ( Rev 10.30.18)
EXHIBIT 1
services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent. 6 Timeliness. Time is of the essence in this Agreement. Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A may result in economic or other losses to the City.
7 Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.
8 Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties. 9 Contractor's status,
9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.
Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement.
Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
2 {Rev 10.30.18)
EXHIBIT 1
9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement. 10 subcontractor,
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's personnel.
11 Tertninatjon,
11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.
11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement. 12 Non-Assjgnabmty. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and 3 (Rev 10.30.18)
EXHIBIT 1
then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.
13 lndemnjty and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney's fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton's sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement. 14 losyrance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15 Notjces. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement. 16 Conformance to Applicable Laws Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
17 Licenses. Certifications and Perrnjts. Prior to the City's execution of this Agreement and prior to the Contractor's engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18 Records and Audits,
Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such 4 (Rev 10.30.18)
EXHIBIT 1
records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19 Confjdentjaljtv. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions. 20 Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor's services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21 Wajyer. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement. 22 Goyernjng Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
23 No Personal LjabHjtv. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor. 24 Seyerabmty. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
25 Non-pjscrjmjnatjon, During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave.
Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination 5 ( Rev 10.30.18)
EXHIBIT 1
and equal opportunity, including without limitation the City's nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that "no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance." (42 USC Section 2000d). http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. 26 Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable. 27 Taxes a nd Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor's business. 28 Cumyjatjye Rjghts. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
29 Adyjce of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
30 Headjng Not C ontromng, Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement. 31 Entjre Agreement. Integration, and Modjfjcatjon,
31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.
31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
6 ( Rev 10.30.18)
EXHIBIT 1
32 Counterparts, This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
33 Authorjty, The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 7 ( Rev 10.30.18)
EXHIBIT 1
EXHIBIT D
GOODS AND SERVICES SPECIAL TERMS AND CONDITIONS
1 pefjnjtjons, The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1.2 "Deliverable" means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2 General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ("GTC") Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.
3 Jjme tor Pertormance,
3.1 Contractor shall perform the services according to the schedule contained in Exhibit A
3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A ii) Neither Contractor nor Contractor's agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
8 ( Rev 10.30.18)
EXHIBIT 1
4 Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor's Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing under similar conditions. Contractor shall comply with the profession's standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City's rights against Contractor either under this Agreement, at law or in equity.
5 Compensatjon
5.1 In addition to Section 3 Compensation in Exhibit C - GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this 9 ( Rev 10.30. 18}
EXHIBIT 1
Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
6 Reports and latormatjon
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
7 Eiadings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor's possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure. a Bight of lospectjon
All Product furnished by Supplier must be as specified in the Order and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Supplier, the portion of any Product which may be defective or fail to comply with specifications in the Order without invalidating the remainder of the Order. If rejected, Product will be held for disposition at the expense and risk of Supplier. Payment for Product on this Order prior to inspection shall not constitute acceptance of the Product.
9 warranty
Supplier warrants that (i) any Product created or performed by Supplier for City under this Order will conform to specifications, drawings or samples furnished by City to Supplier for a minimum period of one year, and (ii) any standard Product sold by Supplier to other customers besides City will meet or exceed any the standards for such types of product in industry, any express or implied warranty stated or advertised by Supplier or the actual manufacturer of such Product, or any warranties implied by law. Supplier's 10 (Rev 10.30.18)
EXHIBIT 1
warranty shall survive delivery of Product and shall not be deemed waived by City's failure to discover defects, acceptance of the Product, or payment, therefore. 10 ownership
Supplier shall have title to and bear the risk of any loss or damage to the Product until the Product is delivered and accepted by City in conformity with this Order. Upon delivery and acceptance, Product delivered by Supplier shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Product. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Supplier, or specifically paid for by City for use in performance of an Order, shall be and remain the property of City and said property shall be used only for Product benefiting City. Supplier shall return to City or shall dispose of this property only according to City's instruction. 11 Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Supplier label applicable Product accordingly and provide associated Material Safety Data Sheets ("MSDS") to City.
12 Pcevamna Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.
CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1 (a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.
No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor 11 (Rev 10.30.18)
EXHIBIT 1
Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public works/publicworks. html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall includewith their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor's Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardlessof tier.
This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.
13 SbiPPioq Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Order. Supplier shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Product in the safest and most economical manner necessary to meet the delivery date specified in the Order. Supplier shall provide an itemized packing list showing the Order number with the shipment. Supplier shall include the Order number on all packages, boxes, invoices, and shipping documents.
Supplier shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately. City reserves the right to refuse, at Supplier's expense, any shipments not containing the Order number or stock numbers as required under this section.
14 Peliverjes
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Product is not provided or performed within the times specified in an Order, City may cancel this Order and hold Supplier liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute product elsewhere.
15 Pcice and auantjtjes
Prices and quantities set forth in this Order may not be altered by Supplier without the prior written authorization of City, with the exception that quantities of custom paper 12 ( Rev 10.30. 18}
EXHIBIT 1
or printed products, chemicals, or fuel may deviate from those on the Order by the lesser of (i) standard industry practices, or (ii) 3%.
13 ( Rev 10.30.18}
EXHIBIT 1
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1 Project Price.
1.1 The maximum the Contractor shall be paid on this Agreement is $3,300,620 (hereafter the "not to exceed" amount). The "not to exceed" amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.
1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the "not to exceed" amount is reached.
Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
1.3 Annual cost adjustments may be made, as necessary, to increase or decrease the unit cost. The annual increase shall not exceed three percent (3%) for each succeeding year. Any increase requested must be submitted at least sixty (60) days before requested implementation date. In the event that the supplier finds it necessary to increase the base price in any given year, the supplier shall provide evidence satisfactory to the City documenting the reason(s) for and actual cost of the cost increase. Annual cost decreases are allowed with written notice to the City.
2. Item p rjce. Below is the price for the products as described in Exhibit A of this Agreement.
Item Description Item Price
1 Ferrous Chloride $1,224.32/ Dry Ton
2 Ferric Chloride $1, 117.12/ Dry Ton
3. lavojce to Address, Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted electronically via e-mail to [email protected] or through the City's VSS portal. 14 (Rev 10.30.18)
EXHIBIT 1
EXHIBIT F - DISCRIMINATION AND HARASSMENT POLICY (HR-15)
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page 1",o. 1 of 14
DISCRIMINATION AND E.ffecdve Date: Rellfse:I From: HARASSMENT POLICY 7/27/09 5/1/2015 416/09
311/2010
(see below)
PER-015 (Selt\H!I H8rassmeot In !he Workplace1 ,e.,.ed 'rom 1Qf21JEM, 5/1196, 1/1/98 PER-0J7 (Sexual Hara&amef11 !n'IM\i';laU"11 Proatdins; n�esd lr0111 211 !V93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment including sexual harassment in the workplace. This policy defines prohibited behavfor and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.
II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition. genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity. gender expression, transgender, pregnancy, ctidbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state a federal law.
All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care •Market Place'" or gExchange. �
B. It is an unlawful employment practice to discriminate againstorto harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.
C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-en1p loyees with whom City employees have a business service, or professional relationship.
D. Ali City employees and non-employees share a responsibilit)i to assist in EXHIBIT 1
I
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMrNISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 S/1/2015 4/6/09
3/1/2010
(aee b&low}
PER-C16 (Sexual rlar11S$111ent Ir, !tie Warli:pl ce,) re\115ed from 10l"211!M, S/1/95, 111196 PE.�-037 (Sexual 1-'araaiimcnl lnvealigaliWI Procadure5) revised fiom 211Ml3 maintaining an employment environment free of discrimination and harassmenl This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment. placement, promotion, employment action, discip�nary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other tenns of treatment of that person In an unpaid internship, or another limited duration program to provide unpaid wofk experience for that person. or the harassment of an unpaid intern or volunteer.
E. All allegations of discrimination and/or harassment shall be investigated immediatety by the City, in accordance with this policy. If it Is determined that any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, indMdual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.
F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.
G. The City of Stockton prohibits retaliation against any employee or non employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.
H. This policy appfies to all officials, employees, volunteers, unpaid Interns, agents, or contractors of the City.
I. This policy shall be administered by the Director of Human Resoorces.
EXHIBIT 1
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR�15 Page No. 3 of 14
DISCRIMINATION AND Effective Date: RevlMd F,om: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/112010
(see below)
PER 015 (SelCUal HereS!ml!l11 ,n lhe Wo,tplace) rsYl&ed from 10/'2119-1 1 5"1,'95 1111'\M PER-037 (Stxull Harassment tnvesCIQatl\le PfOCOdl.Wes) revised from 211 5193 Ill. DEFINITION AND EXAMPLES OF DISCRIMINATION AND HARASSMENT A. MDiscriminatron," as used in this policy, is any action, behavior, practice, or process that is intended to deny, or results In the denial of, employment rights. privileges, or benefits because of a person's raoe, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other prohibition identified under state and federal law. The following are examples of conduct that may constitute discrimination:
1. Soliciting applications from a source where all or most of potential workers are of the same race or color.
2. Considering a person's gender as the basis for differences in pay, work assignments, performance evaluations, training, discipline, or any other area of employment; and
3. Questioning a job applicant about the existence, nature and severity of a disability.
8. "Harassment,· as used in this policy, consists of any conduct affecting another person because of his or her race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial offamily and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older}, concerted labor activity, or any other category or attribute identified under state and federal law when such conduct has the purpose or the effect of: (1) creating an intimidating, hostile or offensive work environment; (2) unreasonably interfering with the employee's or non-employee's work performance; or (3) EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR�15 Page, No. 4 of 14
DISCRIMINATION AND
HARASSMENT POLICY Eff�tlve Date: Revised From:
7/27/09
4/6/09
3/1/2010
5/1/2015
PER-0"' 5 /Sr,� al Han1ssiner.c 111 lhe p ,;e ,1 rorn 1 119-1, 1,'95, 111/98 PER-037 (Se:ruai tiafa!511111fll l�lgllthle PfocedllteS) reYised from 2115'93 otherwise adversely affecting an employee's or non-employee's employment opportunities.
Harassment may take many forms, induding, but not limited to, the foftowing examples:
1. 2.
3. Verbal Harassment1 Eptthets, derogatory and offensive comments or slurs based on race, religion, color, national origin, ancestry, physical or mental disability, marital status. pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.
Physical Harassment: Assault, impeding or blocking movement that results in the physical interference with normal work or movement on the basis of race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.
Visual Harassmen : The displaying of posters, photography, notices, bulletins, e-mails, cartoons or drawings with derogatory and offensive content based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy. medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.
C. MSexual harassment,• as used in this policy, is a subcategory of harassment, and Is specifically defined by law as unwanted sexual advances, requests for sexual favors or visual, verbal or physical conduct of a sexual nature when:
1. Submission to such conduct Is made a term or condition of employment; or
2. Submission to or rejection of such conduct is used as a basis for employment decisions affecting the individual; or
EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Dlrectrve No. HR-15 Page No. 5 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 416/09
3/1/2010
(see below)
t'ttt-015 (Smitl r..aruamenl In IJle Workp!Ke) r�\llsed from 1012•f94. 111/ftS, 111198 PER-OJ7 (Sexual Harasament IIIV8Sflg3ttw Proa!dures) ff:1/fsed from 2/151'33
3. Such conduct has the purpose or effect of unreasonably interfering with an employee's or non-employee's work performance or creating an intimidating, hostile or offensive working environment because of the persistent, severe or pervasive nature of the conduct.
Examples of Sexual Harassment include, but are not limited to the following:
a. Unwelcome sexual overtures or propositions.
b. Offering employment benefits or status in exchange for sexual favors.
c. Making or threatening retaliation after a negative response to sexual advances.
d. Visual conduct such as leering, making sexual gestures, displaying sexually suggestive objects or pictures, cartoons, calendars or posters.
e. Verbal conduct such as using epithets or slurs. telling sexually explicit jokes, or making derogatory or suggestive comments about a person's body or dress.
f. Written communications of a sexual nature distributed in hard copy, soft copy or via a computer network.
g. Verbal abuse of a sexual nature, graphic verbal commentary about an individual's body, sexually degrading words to describe an Individual, suggestive or obscene letters, notes or invitations.
h. Physical conduct such as touching, assaulting, impeding or blocking movements.
EXHIBIT 1
Subfecl:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DISCRIMINATION AND
HARASSMENT POLICY
CNrectlve No. HR-15
Effective Date:
5/1/2015
Page No. 6 of 14
Revised From:
7/27/09
416/09
3/1/2010
see below
PER-01 (S ,c ,._anent In ho We I ce) rtM3Cd rllm 10/2 19«, 611/i5, 11'1/ll PE:R--037 (S11ICU!II Hera.wmeo! I� Prooadurn) ra'liled from 2115m i. Retaliation for making harassment reports or threatening to report harassment.
D. Affordable Care Act {ACA} Anti-Retaljation
Pursuant to sectfon §1558 of the Affordable Care Act, the City prohibits discrimination or retaliation towards any employee who:
1. Receives a healU, insurance tax credit or subsidy through the Health Care "Mari<etplaoe" or "Exchange", by which can trigger a penalty payable by the employer;
2. Reports potential violations of protections afforded under Ttde I of the Act, which provides guaranteed availability protections among other things;
3. Testifies in a proceeding concerning such violation;
4. Assists or participates in a proceeding concerning a violation; or
5. Objects to, or refuses to partlclpate in, any activfty, policy, practice, or assjgned task that the employee reasonably believes to be in violation of any provision of the Title I of the Act.
An employee who believes that he or she has been discharged or otherwise discriminated against in violation of section §1558 of the Affordable Care Act may seek relief in accordance with the procedures, notifications, burdens of proof, remedies, and statutes of limitation set forth in section 2087(b) of title 15, United States Code.
IV. REPORTING AND COMPLAINT PROCEDURES
A. Immediate Action Required
The City's reporting and complaint prooedures provide for an immediate, thorough and objective lnvestigation of discrimination or harassment claims, appropriate disciplinary action taken against any person found to have engaged in prohibited behavior, and appropriate alternative remedies to any EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Dlrecdve No. HR-15 Page No. 7 of 14
DISCRJMINATION AND
HARASSMENT POLICY
Effe1:tive Dilte: Revised From:
7/27/09
4/6/09
3/1/2010
see below
5/1/2015
--0 5 (Sexual ara■sml!flC Jn tho Worl placo) '9\'iM;l from 1Ml , !95_ 1/1196 PER-037 (Se•lall 1-'armsmenl lnveldg■!Ne Proced�) ,evlsed lrom 2115193 employee or non-employee subject to discrimination or harassment. To accompHsh this, such incidents must be reported immediately to a supervisor or manager.
1. Employee's and Non-Employee's Responsibilities when Subjected to Discrimination and/or Harassment
a. Employees or non-employees who believe they have been subjected to discrimination or harassment. or are aware of discrimination or harassment against others, shalt report the situation immediately to his/her supervisor or manager, except as specified in subsection (b), below. Employees and non employees shall report any such incidents occurring in the workplace, whether committed by coworkers, supervisors or managers, or third persons doing business with the City, such as customers or vendors, or other non-employees. If
comfortable doing so, an employee or non--employee who has a complaint of discrimination or harassment is encouraged to directly inform the person(s) engaging In the behavior that such conduct is offensive and insist the behavior to stop.
b. Employees and non-employees must Immediately contact a supervisor or manager to register a complaint of discrimination or harassment, unless that supervisor or manager is the individual engaging [n the unwanted behavior. In that case, the employee or non-employee may contact someone at the next supervisory level. If the employee or non-employee feels uncomfortable dealing directly with his or her immediate supervisor or manager, he or she may contact the department head, or the Director of Human Resoorces (or either of their deslgnees) to register a complaint of discrimination or harassment.
c. Employees and non-employees may file a formal complaint of harassment or discrimination with their department head or EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DISCRIMINATION AND
HARASSMENT POLICY
Directive No. HR-15
Effoctlvo Date:
5/1/2015
Page No. 8 of 14
Rovlsed From:
7/27/09
416/09
3/1/2010
-01& :xual usnent I l�e W�) re-'ltli&el from 10121�. 5'1 , 111, P1:R 7 (SeJIUII HMISSll"ellt lnvotlgatm, PrtlGedures) relllsl!d from 2/15193 with Human Resources. To assist the City in conducting a thorough investigation, complaints shall be submitted in writing and shall include specific details of the incident(s), the names of the individuals involved, the names of any witnesses, and any documentary evidence (notes, pictures, cartoons, etc.) that will corroborate the allegations.
d. Employees and non-employees shall immediately report any retaliatlon to a supervisor, manager, department head or Director of Human Resources (or designee). All retaliation complaints shall be immediatety, objectively and thoroughly investigated in accordance with the investigation procedures.
If a report of retaliation Is substantiated, appropriate disciplinary action, up to and including discharge shall be taken.
2. Superyiso s or Manager's Responsibilities to Eliminate Discrimination and/or Harassment
a. A supervisor or manager is responsible for enforcing the City's discrimination and harassment policy. Supervisors or
managers must ensure that all employees and non-employees are aware of the City's policy through open discussion of the policy at staff meetllgs and by posting the policy In a conspicuous location accessible to all staff members.
b. A supervisor or manager shall be cognizant of employees' and non-employees' behavior and shall not permit any e111>loyee or non-employee under their supervision to be subjected to or engage in any conduct prohibited by this policy.
c. A superv1sor or manager who observes conduct prohibited by this policy shall immediately direct the employee or non employee to cease the conduct.
EXHIBIT 1
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 I Page No. 9 of 14
V.
I
DISCRIMINATION AND Effective Date: ReY1Md From: HARASSMENT POLICY 7/27/09 511/2016 416109
311/2010
(see below)
PER--015 (Se�ual Hams:imm lo the Woocplacc) revised trcm 1WZ1f9.4, 5111&5, 111198 PER-037 {Sexual Harnlfl18flt l!MIM!gd\19 Proc:8CM'81) rewed fnlm 2/15193 d. A supervisor or manager who receives a complaint of
prohibited conduct is required to take the complaint seriously, and report the matter immediately to the department head; be supportive of the complainant; ensure there is no retaliation against the complainant; conduct an internal fact-finding review into the allegations; obtain as much detailed information as possible; thoroughly document the findings; communicate in written fOf'm to tt,e parties the resolution of the complaint; and report to and consult with the Human Resources Department promptly, without delay.
B. Confidentiality. The City wiU make every effort to protect the privacy and confidentiality of au parties involved, as well as any info1TT1ation and/or documentation obtained, to the extent possible consistent with a thorough investigation.
C. Penalty for Non�Compllanoe. The City shall take disciplinary action, up to and lncludlng discharge, against any supervisor or manager who fans in his/her responsibility to take immediate action in response to an employee's or non-employee's complaint of discrimination or harassment. Further, such disciplinary action shall be taken against a supervisor or manager who fails to stop discriminatory or harassing conduct committed in his/her presence or to stop such conduct about which the supervisor or manager has knowledge.
INVESTIGATION PROCEDURES
A. Detem,ina1ion of Responsibility for Investigation
If a fonnal complaint Is flied with the department head or the Director of Human Resources (or either of their des1gnees), the department head and the Director of Human Resources shall consult with one another to detemiine whether the department or Human Resources shaD conduct the fact-finding investigation into the allegations. Either the department head or the Director of Human Resources (or either of their deslgnees), depending on who is EXHIBIT 1
Subject�
B.
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DISCRIMINATION AND
HARASSMENT POLICY
PER-016
Directive No. HR-15
EffecUve Date:
511/2015
Page No.10 of 14
Revised From:
7/27/09
416/09
3/1/2010
PER-037 (Sewal H111Basment lnwstigali't'e PrccedurMi l'9Vised from 2/15193 responsible for the investigation, shall fssue written notffication to the complainant and alleged harasser(s). The notification shall specify the nature of the complaint, and inform the parties that an investigation into the allegations of discrimination and/or harassment shall be conducted.
Investigative Guidelines
The investigation shall include the following steps taken in the order best suited to the circumstances:
1. Identify and preserve the evidence.
2. Confirm the name and position of the complainant. Interview the complainant.
3. Allow the complainant the opportunity to place the complaint in writing.
4. Obtain the identity of the alleged harasser(s).
5. Obtain as many details as possible regarding the incident(s) that prompted the complaint. inciuding the number of occurrences, dates, times, locations, and witnesses (If applicable).
6. Ascertain how the complainant felt about the alleged incident when it occurred; complainant's response(s) to the alleged behavior; and witness statements (if applicable}.
7. Ascertain if any threats or promises were made in connection with the alleged harassment.
8. Ascertain if the complainant knows of or suspects that there are other victims of harassment by the same person(s).
9. Ascertain whether the complainant has spoken to anyone, especially EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DISCRIMINATION AND
HARASSMENT POLICY
Directive No. HR-15
Effecttve Date:
6/1/2015
Page No. 11 of 14
Revised From:
7/27/09
416/09
3/1/2010
8 PER-01:S (Se al kafassment the Wo�e) �� from ,0,21 4, 1 • t/1 PER-007 (&,KUal H11rassmeiit 1nvcsllg118ve Proa,dures) revised from 2115193 supervisors, about the harassment.
10. Ascertain what resotution would be acceptable to the complainant.
11. Interview the anegect harasser to get his or her side of the story, including any possible motivation for a false allegation.
12. Interview witnesses who were identified by the complainant regarding the alleged harasser or other persons identified during the investigation.
13. Interview witnesses who were identified by the alleged harasser or other persons identified during the investigation.
14. Advise all participants that the investigation Is "confidentiar and not to engage 1n any retaliatory conduct, as such conduct is subject to disciplinary action up to and including discharge. Confidentiality will be maintained to the extent possible. An individual who is interviewed during the course of an investigation Is prohibited from discussing the substance of the interview, except as otherwise directed by a supervisor or the Di'ector of Human Resources. Any individual who discusses the content of an investigatory in1erview will be subject to discipline or other appropriate sanction.
15. Conduct follow-up interviews, if warranted.
16. Prepare report of findings and disCt.Jss with management and designated legal staff.
VI. RESPONDING TO THE COMPLAINT
A. Following the completion of the fact-finding investigation, either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation, shall EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No_ 12 of 14
DISCRIMINATION AND EffecUve Date: Revised From:
HARASSMENT POLICY 7/27/09
5/1/2015 4J6/09
3/1/2010
(see below)
?ER-015 Saxulll liatetsment In t11e W ( onip&ac,t,) rwsed ffom 10/21194, 511J95, 111m PER-007 (Sexual Hara&el'!Mlflt veotiga!l"9 Procedures) rlMNd i'om 2115193 make a report of findings, along with a recommendation regarding the appropriate remedial action to be taken, if warranted. The recommendation shall be made after reviewing the findings of the Investigation, giving consideration to all factual information, the nature of the alleged conduct, and the totality of the circumstances. If the investigation was conducted by the Director of Human Resources, or designee, the Director, or designee, shell confer with the affected department head and both shall concur on the remedial action to be taken, if any. If the investigation was conducted by the department head, the department head shall confer with the Director of Human Resources prior to making the report of findings and boU1 shaM concur on the remedial action to be taken, if any.
B. If either the department head or the Director of Human Resources does not concur with the findings and recommendation of the other, the City Attorney (or deslgnee) shall review and resolve the matter in dispute.
C. Report of findings and recommendation shall be treated as a confidential document and no other distribution shall be made without first consulting with the City Attorney's Office. A completed investigation report will not be disclosed, except as It Is deemed necessary to support a disciplinary action, to take remedial action, to defend the City in adversarial proceedings, or to comply with the law or court order_
D. Either the department head or the Director of Human Resources ( or either of their deslgnees), depending on who is responsible for the Investigation shall provide a written response to the complainant and the person alleged to have committed the misconduct, discrimination and/or harassment The response shall include a copy of the City's discrininaUon and harassment policy and a memorandum indicating the City's determination as to whether the complaint is:
1. U sustained: The investigation failed to disclose sufficient evidence to substantiate the allegation(s).
2. Unfounded: The Investigation proved that the act(s) or omission(s) EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DirKtive No. HR-15 Page No. 13 of 14
DISCRIMINATION AND Effectivo Dato: Rovfsed From:
HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
0ttt-O IS (So:wal Ha11ta&1T1Elfll In me Worl<place} rev,sed from 10/21�. �1195, 1/11911 PER 037 (Sc�ual HarnS3ffleot ln'l'GS�ive Procet'lur"s} '"vised from 2/15,'93 complained of did not occur. The finding also applies when the individual employee(s) named in the complaint were not involved in the act(s) or omission(s) alleged.
3. Sustained: The investigation disclosed sufficient evidence to substantiate the allegation(s) made in the complaint; appropriate action will be taken.
E. Details regarding any specific fact-findings or disciplinary action to be taken will not be communicated to the complainant. The City Attorney shall review the response for legal sufficiency before dissemination.
F. The City shall close and retain the Investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.
VII. DISCIPLINE
Disciplinary action imposed as a result of any investigation conducted pursuant to this policy shall be commensurate with the severity of the offense, up to and induding discharge, even for a first offense.
VIII. ALTERNATIVE REMEDIES
If upon exhausting all internal remedies to file, investigate, and respond to a charges of discrimination/harassment, pursuant to title VI I of the Federal CMI Rights Act of 1964 (42 u.s.c §§ 2000e et seq.), any person has a right to file a charge of discrimfnation/harassment with the Equal Employment Opportunity Commission (uEEOC"). In addition, pursuant to the California Fair Employment and Housing Act (Gov. Code §§ 12900 - 12996.) a person may also file a complaint of dfscrlmination/harassment with the Calrfomla Deparbnent of Fair Employment and Housing (.,DFEH·). Employees or non-employees who believe that they have been subjected to discrimination/harassment may file a complaint with either of these EXHIBIT 1
Subject:
CITY OF STOCKTON, CALIFORNIA
CITY MANAGER ADMINISTRATIVE DIRECTIVE
DISCRIMINATION AND
HARASSMENT POLICY
Directive No. HR•15
Effective Date:
6/1/2016
Pago No.14 of 14
Revtaed From:
7/27109
4/6/09
3/1/2010
PER-01 s { !XUlll Ha lfflen( I\ 11111 Wortlplaco) ll O!.Z1 ' 5'11�. M/Sil PE R-007 {Sexual Hal'8Ufflt!!nl lnve9'galive Procedi.na) �eed frOll'I 2/1 � agencies. Both the EEOC and DFEH serve as neutral fact-finders and attempt to assist parties in resolving disputes voluntarily.
IX. COMMUNICATION OF POLICY
This policy shall be provided to all managers, supervisors, employees, volunteers, unpaid lntems, agents or contractors of the City and shaN be posted in the appropriate places. All employees shall participate in City approved harassment awareness training as directed by management or Human Resources; and all supervisors, as required by law, shall participate in City approved interactive harassment awareness training and education sessions at least once every two years, or as othetWise specified by law.
::ODMA\GRPIMSE'COS.PER. _ brery.118180.1
APPROVED:
t�SON
CITY MANAGER
EXHIBIT 1