City Council and Concurrent Authorities
May 24, 2022

EXHIBIT 2 1720

ACKNOWLEDGEMENT FOR CONTRACTOR

ACKNOWLEDGEMENT FOR CONTRACTOR, IF LIMITED LIABILITY COMPANY STATE OF Missouri }
COUNTY OF St. Charles}
ON THE S: DAYOF-i::.{4:p:If"Lr:-'-i_,_J __ _, 20&;).,,BEFORE ME PERSONALLY APPEARED--'-(;,="''9
>fl"'ol'-+fd:,""· "'d:i.::..c ______ TO ME KNOWN AND
KNOWN TO ME TO BE THE Pre_sy <l<'=t OF SAK Construction, LLC,

A LIMITED LIABILITY COMPANY, DESCRIBED IN AND WHO EXECUTED THE

FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE

EXECUTED THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT

HE EXECUTED THE SAME AS AND FOR THE ACT AND DEED OF SAID LIMITED LIABILITY COMPANY.

Notary Public

EXHIBIT 2 1721

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
w h 1,1111 Missouri State of camorrua
County of St. Louis -----------
On before me, Dana A. Johnessee, Notary Public
-------•('i:fir.e:;;,e;-lilS:;;;;e;;:rt;cn;;:ru:;;n;;:e;-an;;;;;dr;t ;;;
1 t'"le;-o;;:fe"Cth;i;;;e:-;o:.ff.-.,c:c.e::r') -------- ' personally appeared -----------�------ Andrew P. Thome, Attorney-In-Fact --------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that be/she/they executed the same in his/her/their authorized capacity(ies), .and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DANA A JOHNESSEE
WITNESS my hand and official seal.
�G..__ &
Signarure
-:-Ti
of No
A ti°iy----Public
Dana A. Johnessee, Notary Public

NOTARY PUBLIC - NOTARY SEAL

STATE OF MISSOURI
COMMISSIONED FOR ST. LOUIS COUNTY
MY COMMISSION EXPIRES SEP. 20, 2025 . 10#13516439
(Noiary Seal) L---�::..,::�;::.;..::..:.::.=..-------

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT
Bond for Faithful Performance and
Bond for Labor and Material
(Title or description of attached document)
(Title or description ot'attached document continued)
Number of Pages _4_ Document Date 4/s; / J ).

Travelers Casualty and Sureiv Company of America
(Adrutmnal mf01mationJ

CAPACITY CLAIMED BY THE SIGNER
0 Individual (s
)
0 Corporate Officer
(Title)
Partner(s
)
Attorney-in-Fact
Trustee(s
)
Other
2008 Ver.;ion CAPA vl2.J0.07 800-873-9865 www.NotaryClasses.com S-4067/GE 9/09
1NSTRUCTIONS FOR COMPLETING THIS F0RlvI
Any acknowledgment comple1ed in California must contain verbiage exactly as appears abolle in tl,e notary section or a separate acknowledgmem fomi must be properly completed and at!aclted to that doamienJ. 171e only exception is if a docwue11t is lo be recorded outside o/Calffornia. ln such instnuCi!S, ar.y alternative aclv,owledgment verbiage as may be prhzted on such a document so long as the verbiage does not require the 11atary to do something !hat is illegal for a notary tn Califomia (i.e. cerzifying the authorized capacity of the siguer). Please d,eck the document carcfitlly for proper ua,�ial wording aJld altach /Iii$ form ifregctircd. • State and Couoty infonnation muSt be the State and County where the document signer(s
} pmonally appeared before the notary public for ackno"'!ledgmcnt • Date of notarization must be the date that the signer(s } personally appcered
which must also be the same date tl)e acknowledgment is completed.

The ootary public must prinL his ·or her name as it appears within his or her commission followed by a comma and then your title (notary public}. ·• Print tl1e name(s
} of document signer(s
) who personally appear at the time of
notarization.
• indicate the correct singular or plural forms by crossini;:: off inconeet fonns (i.e. he /she/they; is/,-re) or circling: the correct forms. Failure to correctly indicate this information may lead to rejection of document record inc.

The notary seal impression must be clear and photographically reproducible. lmpr:ssion must not cover text or lines. Jf seal impression smudges, re•seal if a sufficient am pennitst otherwise complete a different acknowledgment form. • Signarure of the notary public must match the signature on file wiU1 the office of the county clerk.
❖ Additional infonnation is not required but could help lo ensure this acknowledgmeat is not misused or attached to a different document. ❖ lndicate title or cype of attached doc um enc, number of pages and date. ❖ h1dica1e the capacity claimed by the signer. If the claimed capacity ii • corporate officer, indicate the liUc (i.e. CEO, CFO, Secretary}. ' Securely attach tliis document to tlie si.gned document XDP

EXHIBIT 2 1722
State of Missouri
County of St. Louis
On Y /5 /.;le& , before me, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared Andrew P. Thome known to me to be Attorney-in-Fact of

TRAVELERS CASUALTY AND SURETY COMP ANY OF AMERICA
the corporation described in and that executed the within and foregoing instrument, and known to me to be the person who executed the said instrument in behalf of said corporation, and he duly acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year stated in this certificate above.

Dana A. Johnessee, Notary Public

DANA A JOHNESSEE
NOTARY PUBLIC· NOTARY SEAL

STATE OF MISSOURI
COMMISSIONED FOR ST. LOUIS COUNTY
MY COMMISSION EXPIRES SEP. 20, 2025
ID #13516439
My Commission Expires: _____________ _

EXHIBIT 2 1723
,,... TRAVELERSJ
Travelers Casualty and Surety Company of America
Travelers Casualty and Surety Company
St. Paul Fire and Marine Insurance Company

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint ANDREW P THOME of CHESTERFIELD , Missouri , their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings a/lowed by Jaw.

IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 21st day of April, 2021.

State of Connecticut
City of Hartford ss.

On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission expires the 30th day of June, 2026 ("•:� �;v\) �:::� Anna P. Nowlk, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies, which resolutions are now in full force and effect, reading as follows:

RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of Indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is flied in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or {b) duly executed (under seal, if required) by one or more Attorneys�in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-inFact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached.

I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing Is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect.

Dated this ,; day of ,¾Jr·, I
lkevin E. Hughes,AssitantSecretary
To verify the authenticity of this Power of Attorney, please call us at 1 ·B00-421-3880.

Please refer to the above-named Attorney{s)-in-Fact and the details of the bond to which this Power of Attorney is attached.

EXHIBIT 2 1724

CASH ANO INVESTED CASH
BONDS
STOCKS

INVESTMENT INCOME DUE AND ACCRUED

OTHER INVESTED ASSETS

PREMIUM BALANCES

NET DEFERRED TAX ASSET

REINSURANCE RECOVERABLE

TRAVELERS CASUAL TY AND SURETY COMPANY OF AMERICA
HARTFORD, CONNECTICUT 06183
FINANCIAL STATEMENT AS OF DECEMBER 31, 2020
CAPITAL STOCK$ 6,480,000
$ 239,403,348 UNEARNED PREMIUMS
3,831,166,861 LOSSES
109,074,035 LOSS ADJUSTMENT EXPENSES
36,856,709 COMMISSIONS
4,970,512 TAXES, LICENSES ANO FEES
277,653,788 OTHER EXPENSES
55,188,715 CURRENT FEDERAL AND FOREIGN INCOME TAXES
32,553,618 REMITTANCES AND ITEMS NOT ALLOCATED
RECEIVABLES FROM PARENT, SUBSIDIARIES AND AFFILIATES 34,876,347 AMOUNTS WITHHELD/ RETAINED BY COMPANY FOR OTHE:R.S

OTHER ASSETS

TOTAL ASSETS

STATE OF CONNECTICUT
COUNTY OF HARTFORD } SS.

CITY OF HARTFORD
4,155,794
• 4,625,68§,621

POLICYHOLDER DIVIDENDS
PROVISION FOR RE:INSURANCE

ADVANCE PREMIUM

CEDED REINSURANCE NET PREMIUMS PAYABLE

RETROACTIVE REINSURANCE RESERVE ASSUMED

OTHER ACCRUED EXPENSES AND LIABILITIES

TOTAL LIABILITIES
CAPITAL STOCI<

PAID IN SURPLUS

OTHER SURPLUS

TOTAL SURPLUS TO POLICYHOLDERS

TOTAL LIABILITIES & SURPLUS
MICHAEL J. DOODY, BEING DULY SWORN, SAYS THAT HE IS VJCE PRESIDENT- FINANCE, OF TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,

AND THAT TO THE BEST OF HIS KNOWLEDGE AND BELIEF, THE FOREGOING IS A TRUE AND CORRECT STATEMENT OF THE FINANCIAL CONDITION OF SAID COMPANY AS OF THE 31ST DAY OF DECEMBER, 2020,

SUBSCRIBED AND SWORN TO BEFORE ME THIS
26TH DAY OF MARCH, 2021
SUSAN M. WEISSLEDER
Nota,y Public
lvly Commission Expires November 30, 2022
$ 1,121,070,380
1,003,200,666
163,346,678
48,805,693
13,561,421
42,506,558
4,865,484
8,646,391
42,228,250
12,353,304
7,930,280
1,867,512
63,102,972
800,763
568,668
$2,534,855,020
$6,480,000
433,803,760
1,650,750,847
$2,091,034,607
$4,625,889,627

EXHIBIT 2 1725
City of Stockton
Legislation Text
File #: 22-0214, Version: 1

APPROVE MOTION TO AWARD A PROFESSIONAL SERVICES CONTRACT FOR THE FIBER

OPTIC MASTER PLAN EXPANSION

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Award a Professional Services Contract to Kimley-Horn and Associates, Inc., of Oakland, CA, in the amount of $265,000, for the Fiber Optic Master Plan Expansion, Project No. WARP503.

2. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Summary
The Fiber Optic Master Plan Expansion, Project No. WARP503, was established to identify goals, opportunities, and priorities for development of a comprehensive citywide fiber network. The project also includes future construction of backbone fiber and infrastructure as determined by the master plan.

On December 20, 2021, the City advertised a Request for Proposals (RFP) for professional engineering services for the Fiber Optic Master Plan Expansion. Three consultants submitted a proposal in response to the RFP. The Selection Committee evaluated the proposals and found Kimley-Horn and Associates, Inc. (Kimley-Horn) to be the most qualified and highest-ranking firm. A thorough review of Kimley-Horn’s proposal determined the firm to be the best fit for the project as they have extensive experience with similar projects for other cities as well as the City of Stockton, and the firm proposed an aggressive project schedule.

It is recommended that Council approve a motion authorizing the City Manager to execute a Professional Services Contract in the amount of $265,000 with Kimley-Horn. It is anticipated that the project will be completed by January 2023.

DISCUSSION
Background
Currently, the City has a lease agreement with AT&T for use of their infrastructure to provide fiber communications to a majority of the City’s 306 traffic signals and other facilities. Approximately 90 City of Stockton Page 1 of 3 Printed on 5/18/2022
powered by Legistar™
1726
File #: 22-0214, Version: 1
percent of the City’s traffic signal network is supported via AT&T’s fiber infrastructure at a cost of approximately $500,000 per year. The remaining portion of the City’s traffic signal network operates under City-owned fiber infrastructure. Long term, it is the City’s strategic goal to install and operate its own backbone fiber infrastructure independent of AT&T in addition to deploying a fiber network that can meet the community’s needs. Today, fiber infrastructure that supports access to Internet service is as vital as streets, water, and sewer infrastructure. Digital connectivity enhances a community’s economic development potential, supports future Smart City services, and improves the quality of life for Stockton residents.

The Fiber Optic Master Plan Expansion, Project No. WARP503, was established to identify goals, opportunities, and priorities for development of a comprehensive citywide fiber network. The scope of the master plan includes working with City staff and stakeholders to identify existing infrastructure, design and construction of a backbone fiber network, and subsequent phasing of improvements. The master plan will detail the current state of the City’s fiber network and will provide a roadmap to fiber independence, in addition to assessing the feasibility of re-purposing abandoned underground infrastructure and overhead poles.

Present Situation
On December 20, 2021, the City advertised an RFP for the Fiber Optic Master Plan Expansion, Project No. WARP503. On January 21, 2022, three proposals were received from the following firms:
· Kimley-Horn and Associates, Inc. (Oakland, CA)
· Advanced Mobility Group (Walnut Creek, CA)
· Magellan Advisors (Denver, CO)
The Selection Committee, which included staff from Information Technology and Public Works Departments, evaluated the proposals based on each firm’s understanding of work, experience with similar kinds of projects, staff qualifications and technical ability, project approach, cost, and local preference.

Kimley-Horn received the highest-ranking score based on the noted criteria and was determined to be the most qualified firm for this project. Staff negotiated a fee of $265,000 with Kimley-Horn for professional services.

Staff recommends that Council approve a motion to award a Professional Services Contract in the amount of $265,000 to Kimley-Horn for design services of the Fiber Optic Master Plan Expansion plan (Attachment A).

Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. These findings include:

1. The City does not have sufficient expertise or staff resources to produce these plans.

2. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a City of Stockton Page 2 of 3 Printed on 5/18/2022
powered by Legistar™
1727
File #: 22-0214, Version: 1
vendor. Use of these criteria helps ensure selection of a vendor that will provide the highest quality professional service which is in the public interest.

3. The City negotiated a contract following solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
Funding in the amount of $450,000 was approved by City Council Motion No. 2021-09-14-1501 as a part of the American Rescue Plan, Coronavirus State and Local Fiscal Recovery Funds. The Fiber Optic Master Plan Expansion, Project No. WARP503, has sufficient funding to award the Professional Services Contract to Kimley-Horn in the amount of $265,000 for the design phase of the project.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended action.

Attachment A - Professional Services Contract with Kimley-Horn and Associates, Inc.

City of Stockton Page 3 of 3 Printed on 5/18/2022
powered by Legistar™
1728

PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is entered into this day of 2022, between the CITY OF STOCKTON, a municipal corporation (“City”), and KIMLEY-HORN AND ASSOCIATES, INC. whose address is 1300 CLAY STREET, SUITE 325, OAKLAND, CA 94612 (“Consultant”) for the CITY OF STOCKTON FIBER OPTIC MASTER PLAN EXPANSION, PROJECT NO. WARP503, hereinafter referred to as "Project".

RECITALS
A. Consultant represents that it is licensed in the State of California and is qualified to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Contract.

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions in this Contract, City and Consultant agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A and compatible with the standards of the profession. Consultant agrees that it shall produce a fully complete project that is acceptable to the City.

2. COMPENSATION. City shall pay Consultant for services outlined in Exhibit A according to the fee not to exceed the schedule detailed in Exhibit B, which is attached to this Contract and incorporated by this reference. Consultant agrees this fee is for full remuneration for performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exceed $265,000 or as otherwise mutually agreed to in a Contract Amendment.

3. INSURANCE. During the term of this Contract, Consultant shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit C and shall otherwise comply with the other provisions of Exhibit C.

4. INDEMNITY AND HOLD HARMLESS. With the exception that this section shall in no event be construed to require indemnification by Consultant to a greater extent than permitted under the public policy of the State of California, Consultant shall indemnify, and hold harmless City, its Mayor, Council, officials, and employees from and against any and all claims and causes of action which result in liabilities, judgments, awards, losses, damages, expenses, and costs (including reasonable attorneys’ fees, Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1729 a. Invoices submitted by Consultant to City must contain a brief description of work performed, time used, and include the City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon completion of work and acceptance by City, Consultant 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. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.

6. CONFORMANCE TO APPLICABLE LAWS. Consultant shall comply with all applicable federal, State, and Municipal laws, rules, and ordinances. Consultant shall Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) expert and consultant fees, and other expenses of litigation) including, but not limited to, death or injury to persons, or damage to property, which arise out of any violation of federal, state, or municipal law or ordinance, to the extent damages are caused by the Consultant’s negligent services provided under this Agreement, or are in any way caused by the negligent performance of work by the Consultant or Consultant’s officers, agents, employees, or subcontractors. Consultant shall not be obligated to indemnify or defend City for claims finally determined by a court of law or arbitrator to arise from the negligence or willful misconduct of the City. It is the intent of the Parties that this indemnity obligation is at least as broad as is permitted under California law. To the extent California Civil Code sections 2782, et seq., limit the defense or indemnity obligations of Consultant to City, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by Consultant under the law. The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement.

With the exception that this section shall in no event be construed to require indemnification by Consultant to a greater extent than permitted under the public policy of the State of California, and in addition to the other indemnity obligations in this Agreement, Consultant shall indemnify, defend, and hold harmless City, its Mayor, Council, officials, representatives, and employees from and against claims, losses, expenses, and costs including, but not limited to, reasonable attorneys’ fees, arising out of any claim brought against the City by an employee of Consultant, regardless of whether such claim may be covered by any applicable workers compensation insurance.

Consultant’s indemnification obligation is not limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant under workers’ compensation acts, disability acts, or other employee benefit acts.

5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit A, which is attached to this Contract and incorporated by this reference. This Contract shall commence on the date written above and shall expire on May 31, 2025, unless extended by mutual agreement through the issuance of a Contract Amendment.

ATTACHMENT A 1730
not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
a. TITLE VI
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 of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. b. DISCRIMINATION AND HARASSMENT POLICY
The City of Stockton has a Discrimination and Harassment Policy (Exhibit D). 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, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILING WAGE RATES
Consultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1731 subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to insure that the prevailing wage rates of concern is current and paid to the employee.
i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.p df. The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract. iii. PAYROLL RECORDS - The Consultant to whom the contract is awarded shall insure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. APPRENTICESHIP STANDARDS - The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1732 contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

7. RIGHTS AND DUTIES OF CITY. City shall make available to Consultant all data and information in the possession of City which both parties deem necessary to complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

8. OBLIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

9. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees 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 Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.

10. CONTRACT AMENDMENTS. City reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant. Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

11. TERMINATION. The City may terminate this Contract at any time by mailing a notice in writing to Consultant. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1733 Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.

12. CONSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.

The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. If in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. 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 Consultant.
i. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.

13. ASSIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.

14. HEADINGS NOT CONTROLLING. Headings used in the Contract are for reference purposes only and shall not be considered in construing this Contract.

15. NOTICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

To Consultant:

Kimley-Horn and Associates, Inc.
1300 Clay Street, Suite 325
Oakland, CA 94612
To City:

Public Works Director
City of Stockton
22 E. Weber Ave., Rm. 301
Stockton, CA 95202
Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1734

16. LICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.

17. RECORDS AND AUDITS. City reserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.

Consultant agrees that City or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. Consultant agrees to provide City or its delegate with any relevant information requested, and shall permit City or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract. Consultant agrees to maintain such records for a period of three years from the date that final payment is made.

18. CONFIDENTIALITY. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

19. CONFLICTS OF INTEREST. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.

20. WAIVER. In the event either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.

21. GOVERNING 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.

22. NO PERSONAL LIABILITY. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.

Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) ATTACHMENT A 1735

23. INTEGRATION AND MODIFICATION. The response by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

24. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect.

25. THIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant.

26. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Contract.

IN WITNESS WHEREOF: the parties have executed this Contract the day and year first hereinabove written.

CITY OF STOCKTON KIMLEY-HORN AND ASSOCIATES, INC.

By: By:

HARRY BLACK Signature

CITY MANAGER
ATTEST:

Print Name
BY:

ELIZA R. GARZA, CMC Title:

CITY CLERK
APPROVED AS TO FORM:

BY:

DEPUTY CITY ATTORNEY
Professional Services Contract - KIMLEY-HORN AND ASSOCIATES, INC. - PROJECT NO. WARP503 (Updated 12/312/20) Kwasi Akwabi-Ameyaw, P.E. (C73863)
Vice President
ATTACHMENT A 1736
City of Stockton ƒ TRIT85007.2021 ƒ 18 City of Stockton TRIT85007.2021 8 Fiber Optic Master Plan & Expansion Project
Cost Proposal
Our cost proposal has been submitted in a separate PDF, via email, per the RFP requirements.

Schedule
Our proposed project schedule assumes that Notice to Proceed will be provided in the early part of April 2022. We will deliver a draft of the Plan within three weeks largely taken from the ITS Master Plan tailored to a Fiber Optic Master Plan. We will then work closely with the City and the key VWDNHKROGHUVWRIXUWKHUƃXVKRXWDQGGHFRPSRVHWKHSURMHFWVHTXHQFLQJLQFOXGLQJWKHGHƂQLWLRQDQGSULRULWL]DWLRQRIWKHLPSOHPHQWDWLRQSKDVHVDQG VHJPHQWV2QFHWKHSURMHFWVHTXHQFLQJKDVEHHQGHYHORSHGZHZLOOFRPSOHWHWKHƂQDOGUDIWDQGƂQDO)LEHU2SWLF0DVWHU3ODQ2XUVFKHGXOHDVVXPHV that we will begin the preparation of the PS&E documents upon completion of the Final Fiber Optic Master Plan and deliver the construction ready GRFXPHQWVZLWKLQVHYHQPRQWKV+RZHYHUZHDUHIXOO\SUHSDUHGWREHJLQWKHGHWDLOHGGHVLJQXSRQFRPSOHWLRQRIWKHUHƂQHGSURMHFWVHTXHQFLQJ  \S S J J S S S M T J Task Name Start Finish
2022 2023 2024
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Notice to Proceed (assumed) Mon 4/4/22 Mon 4/4/22
Task 1: Project Management/Meetings Mon 4/4/22 Mon 7/24/23 Task 2: Fiber Optic Master Plan Tue 4/12/22 Mon 8/29/22 Fiber Master Plan - Draft Tue 4/12/22 Mon 5/2/22
City/Stakeholder Review Tue 5/3/22 Mon 5/23/22
Fiber Master Plan - Project Sequencing Tue 5/24/22 Mon 6/13/22 City/Stakeholder Review Tue 6/14/22 Mon 7/11/22
Fiber Master Plan - Final Draft Tue 7/12/22 Mon 7/25/22 City/Stakeholder Review Tue 7/26/22 Mon 8/15/22
Fiber Master Plan - Final Tue 8/16/22 Mon 8/29/22
Task 3: Prepare PS&E Documents Tue 8/30/22 Mon 4/17/23
Task 3.1 - Base Mapping Tue 8/30/22 Mon 9/26/22
Task 3.2 - 65% Design Tue 9/13/22 Mon 11/7/22
City Review Tue 11/8/22 Mon 12/5/22
Task 3.3 - 90% Design Tue 12/6/22 Mon 2/13/23
City Review Tue 2/14/23 Mon 3/13/23
Task 3.4 - 100% Design Tue 3/14/23 Mon 4/3/23
Construction Ready Documents Tue 4/11/23 Mon 4/17/23
Task 4: Bid Support Tue 5/2/23 Mon 5/29/23
Bid Support (Project Advertisement) Tue 5/2/23 Mon 5/29/23 Task 5: Design Support During Construction Tue 8/29/23 Mon 5/27/24 Construction Contract Award Tue 8/29/23 Tue 8/29/23
Construction Start (anticipated) Mon 11/13/23 Mon 11/13/23 Construction (assumed duration) Tue 11/21/23 Mon 5/6/24 Record Drawings Tue 5/7/24 Mon 5/27/24
Notice to Proceed (assumed)
Fiber Master Plan - Draft
Fiber Master Plan - Project Sequencing
Fiber Master Plan - Final Draft
Fiber Master Plan - Final
Task 3.2 - 65% Design
Task 3.3 - 90% Design
Task 3.4 - 100% Design
Construction Documents
Construction Contract Award
Construction Start (anticipated)
Construction (assumed duration)
Record Drawings
6 7
8 Attachments
The following forms are included in this section:
f Department of Industrial Relations Labor Compliance
6HOI&HUWLƂFDWLRQ)RUP
([KLELW$

f Department of Industrial Relations Proof of Registration f 7LWOH9,6HOI&HUWLƂFDWLRQ)RUP
([KLELW%

f Non-Collusion Declaration Form (Exhibit D)
f /HWWHURI&ODULƂFDWLRQ1R
Total duration of time for each task Duration of time for each subtask Review of deliverables by stakeholders Major milestones EXHIBIT A ATTACHMENT A 1737
Fiber Optic Master Plan & Expansion Project
City of Stockton ƒ TRIT85007.2021
Kevin Aguigui Randy Durrenberger Kwasi Akwabi Shawn Rainey Joseph Arroyo Tanya Welch Maya Bouchet Frank Nguyen Michaela Wood Project
Manager
Principal-inCharge Senior ITS Engr QA/QC Sr. Prof. II Sr. Prof. II Sr. Prof. I Sr. Prof. I Network Engr Assistant Engr Analyst Admin Proj Support $310 $330 $295 $270 $185 $175 $170 $160 $175 $150 $135 $115 $130 Task 1: Project Management and Meetings 36 2 0 0 20 0 0 24 0 0 0 20 6 108 $22,440 Project Management 20 2 8 8 16 4 58 $11,980Meetings 16 12 16 4 2 50 $10,460 Task 2: Prepare Fiber Optic Master Plan 43 4 14 0 0 0 0 104 28 0 0 8 4 205 $41,760 Fiber Master Plan - Draft 8 1 2 24 8 2 1 46 $9,000Project Sequencing 20 1 6 40 8 2 1 78 $16,460Fiber Master Plan - Final Draft 9 1 4 24 8 2 1 49 $9,900Fiber Master Plan - Final 6 1 2 16 4 2 1 32 $6,400 Task 3: Prepare PS&E Documents 14 2 0 24 148 36 96 0 8 328 204 3 4 867 $140,485Task 3.1 Base Mapping and Preliminary Design 4 4 32 8 24 4 88 60 1 1 226 $35,965Task 3.2 65% PS&E Documents 4 1 6 32 8 24 80 48 1 1 205 $33,315Task 3.3 90% PS&E Documents 4 1 8 60 16 32 4 100 72 1 1 299 $48,735Task 3.4 100% (Construction Ready) PS&E Documents 2 6 24 4 16 60 24 1 137 $22,470Task 4: Bidding Assistance 2 0 0 0 8 0 0 0 0 16 0 2 0 28 $4,730 Bid Assistance 2 8 16 2 28 $4,730
Task 5: Design Support During Construction 2 0 2 2 36 0 29 0 0 41 16 2 0 130 $21,880 RFIs and CCOs 2 2 12 16 8 2 42 $7,500Meetings 2 20 9 9 40 $7,200Record Drawings 4 4 24 16 48 $7,180 TOTAL HOURS 97 8 16 26 212 36 125 128 36 385 220 35 14 1338 Subtotal Labor: $30,070 $2,640 $4,720 $7,020 $39,220 $6,300 $21,250 $20,480 $6,300 $57,750 $29,700 $4,025 $1,820 $231,295 $33,000
$705
$265,000
Total Cost
Siegfried Engineering
Other Direct Costs (Mileage, Parking, etc.)
TOTAL COST:

Total
Hours
EXHIBIT B ATTACHMENT A 1738

EXHIBIT C
ATTACHMENT A 1739
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).

City of Stockton Fiber Optic Master Plan Expansion
Project No. WARP503
Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

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 $2,000,000 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, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (nonowned), with limit no less than $1,000,000 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. Professional Liability (Errors and Omissions) Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (If Claims-made, see below.)
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

EXHIBIT C
ATTACHMENT A 1740
Insurance policy or proceeds available to the named insured; whichever is greater. No representation 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:

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.

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 selfinsurance 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.

Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City of Stockton.

EXHIBIT C
ATTACHMENT A 1741
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.

All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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.

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.

If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided . 3. If coverage is canceled or non-renewed, and not
prior to the contract effective date, the
Contractor must purchase “extended reporting” coverage for a minimum of years after completion of contract work.

EXHIBIT C
ATTACHMENT A 1742
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.

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: “S Contractor shall provide proof of such compliance and
verification to the City upon request.

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.

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

EXHIBIT C
ATTACHMENT A 1743

EXHIBIT D
ATTACHMENT A 1744

EXHIBIT D
ATTACHMENT A 1745

EXHIBIT D
ATTACHMENT A 1746

EXHIBIT D
ATTACHMENT A 1747

EXHIBIT D
ATTACHMENT A 1748

EXHIBIT D
ATTACHMENT A 1749

EXHIBIT D
ATTACHMENT A 1750

EXHIBIT D
ATTACHMENT A 1751

EXHIBIT D
ATTACHMENT A 1752

EXHIBIT D
ATTACHMENT A 1753

EXHIBIT D
ATTACHMENT A 1754

EXHIBIT D
ATTACHMENT A 1755

EXHIBIT D
ATTACHMENT A 1756

EXHIBIT D
ATTACHMENT A 1757
City of Stockton
Legislation Text
File #: 22-0070, Version: 1

ADOPT RESOLUTION TO AUTHORIZE THE WEST LANE TRAFFIC RESPONSIVE SIGNAL

CONTROL SYSTEM PROJECT

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the Notice of Exemption No. NOE10-20 under the California Environmental Quality Act for the West Lane Traffic Responsive Signal Control System, Project No.

WT16011/Federal Project No. CML-5008(165).

2. Approve the plans and specifications for the West Lane Traffic Responsive Signal Control System, Project No. WT16011/Federal Project No. CML-5008(165).

3. Transfer funds in the amount of $91,596 from the Traffic Signal Modification Program, Project No. WT15029, to the West Lane Traffic Responsive Signal Control System, Project No.

WT16011/Federal Project No. CML-5008(165).

4. Appropriate additional funds in the amount of $712,617 from the federal Congestion Mitigation Air Quality program grant funds to the West Lane Traffic Responsive Signal Control System, Project No. WT16011/Federal Project No. CML-5008(165).

5. Award a Construction Contract in the amount of $1,124,855 to Ray’s Electric of Oakland, CA, for the West Lane Traffic Responsive Signal Control System, Project No. WT16011/Federal Project No. CML-5008(165).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Summary
The West Lane Traffic Responsive Signal Control System project will improve traffic flow, relieve congestion, and benefit air quality on West Lane between Harding Way and Enterprise Street (Attachment A). The project will modify traffic signal poles, cabinets, accessible pedestrian signals and upgrade existing wheelchair ramps to meet Americans with Disabilities Act (ADA) standards.

The project was included in the 2017-22 Five-Year Capital Improvement Plan (CIP).

On December 9, 2021, the City received six bids for this project. Staff recommends award of the Construction Contract to the lowest responsive bidder, Ray’s Electric, in the amount of $1,124,855.

Staff also recommends that Council adopt a resolution approving Notice of Exemption No. NOE10-20 under the California Environmental Quality Act (CEQA) and approving the plans and specifications for the project.

City of Stockton Page 1 of 4 Printed on 5/18/2022
powered by Legistar™
1758
File #: 22-0070, Version: 1
Staff requested and received $712,617 in additional CMAQ funds from the San Joaquin Council of Governments (SJCOG) to supplement existing project funding. To fully fund the construction of the project, staff recommends allocating the additional CMAQ funding and transferring funds in the amount of $91,596 from the Traffic Signal Modification Program, Project No. WT15029, to the West Lane Traffic Responsive Signal Control System, Project No. WT16011. Construction is anticipated to begin in summer 2022 and be completed by December 2022, weather permitting.

This project is federally funded and is subject to federal Disadvantaged Business Enterprise (DBE) requirements.

DISCUSSION
Background
The West Lane Traffic Responsive Signal Control System project will improve traffic flow, relieve congestion, and benefit air quality on West Lane between Harding Way and Enterprise Street (Attachment A). The project will modify traffic signal equipment, including poles, cabinets, and accessible pedestrian signals at intersections of Harding Way, Bradford Street, Alpine Avenue, Bourbon Street, and Enterprise Street. The project will also update existing wheelchair ramps to meet ADA standards and install new ramps where appropriate.

The project was originally approved for CMAQ funding in the amount of $668,401 (88.53 percent) together with local funds in the amount of $86,599 (11.47 percent) for a total of $755,000. The project was included in the 2017-22 Five-Year CIP.

Design of the project was completed by Kimley-Horn and Associates, Inc. of Oakland, CA, in October 2021, and was advertised for bids in November 2021.

Since the project is funded with federal transportation dollars, DBE program rules apply. DBE rules require that the prime contractor either meet a calculated project specific DBE participation goal or undertake and document good faith efforts to do so. If the apparent low bidder does not meet the project goal, a Good Faith Efforts Evaluation must be made examining several specific factors.

Failure to meet the goal or provide evidence of adequate good faith efforts are grounds for rejecting the bidder as non-responsive.

A DBE is a socially and economically disadvantaged small business owned by a woman or by a specified ethnic group that has been properly certified by Caltrans. These groups include:
· African American
· Asian Pacific American
· Native American
· Women
· Hispanic American
· Subcontinent Asian American
City of Stockton Page 2 of 4 Printed on 5/18/2022
powered by Legistar™
1759
File #: 22-0070, Version: 1
A DBE goal of 17 percent was established for this project. The goal was calculated by examining the breakdown of the types of work to be performed and the availability of certified DBE companies in our market area to perform the work. A pre-bid meeting was held on November 16, 2021, to emphasize the DBE requirements and to provide information on how to meet the project DBE goal.

The federal funding restrictions prohibit the use of the Local Employment Ordinance (Stockton Municipal Code (SMC) section 3.68.095) and the Local Business Preference Ordinance (SMC section 3.68.090).

On July 26, 2016, Council adopted a Community Workforce and Training Agreement (CWTA). The CWTA became effective August 25, 2016, and applies to all Public Works projects over $1 million that are bid after that date. On July 16, 2019, by Motion No. 2019-07-16-1403, Council extended the CWTA term to August 25, 2024. The CWTA was not applied to this project as federal regulations prohibit the use of such agreements.

Present Situation
On November 4, 2021, the West Lane Traffic Responsive Signal Control System, Project No.

WT16011/Federal Project No. CML-5008(165) was advertised for bids. On December 9, 2021, six bids were received with the following results:

COMPANY NAME BID AMOUNT
Ray’s Electric (Oakland, CA) $1,124,855.00
Tim Paxin’s Pacific Excavation, Inc. (Elk Grove, CA) $1,199,431.00 PTM General Engineering Services, Inc. (Riverside, CA) $1,274,088.00 Tennyson Electric, Inc. (Livermore, CA) $1,294,310.00
St. Francis Electric, LLC (San Leandro, CA) $1,397,000.00 Alfaro Communication Construction, Inc. (Compton, CA) $1,486,550.25 Engineer’s Estimate $1,236,430.00
The bid from Ray’s Electric, the lowest responsive bidder, is regular in all respects. Ray’s Electric has the proper license to perform the work and has proposed a DBE participation of 18.03 percent, which exceeds the 17 percent DBE goal.

In September 2021, staff requested additional CMAQ funds from SJCOG to offset the total project cost of $1,422,941, which includes design, hard construction costs, construction contingency, and staff administration. SJCOG appropriated an additional $712,617 in CMAQ funds, bringing the total CMAQ funding to $1,381,018. The additional CMAQ funding and a recommended transfer of $91,596 from the Traffic Signal Modification Program, when combined with prior encumbrances, will enable award of a Construction Contract in the amount of $1,124,855 to Ray’s Electric. Staff recommends Council approve the plans and specifications for the project and award a Construction Contract to Ray’s Electric of Oakland, CA, in the amount of $1,124,855.

City of Stockton Page 3 of 4 Printed on 5/18/2022
powered by Legistar™
1760
File #: 22-0070, Version: 1
Caltrans approved a Categorical Exemption/Exclusion for the project under the National Environmental Policy Act guidelines on November 7, 2019. The project is in conformance with the City’s General Plan, pursuant to California Government Code section 65402, and is categorically exempt from the requirements of CEQA as specified under Section 15301(c) of the CEQA guidelines.

The activities related to this project constitute a discretionary project under the City’s jurisdiction and qualifies as a project that does not have a significant effect on the environment. The resolution will approve the filing of Notice of Exemption No. NOE10-20 under CEQA.

Construction is anticipated to begin in summer 2022 and be completed by December 2022, weather permitting.

FINANCIAL SUMMARY
The current unencumbered balance in the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165), Account No. 4570- 000-800007-300-000-30-45-000-000, is not sufficient to award a Construction Contract to Ray’s Electric in the amount of $1,124,855.

The resolution includes the following actions to provide sufficient funding to award a Construction Contract and to fund all other construction-related costs to complete the project:

1. Appropriate additional funds in the amount of $712,617 from the federal CMAQ program grant funds to the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165); and

2. Transfer funds in the amount of $91,596 from the Traffic Signal Modification Program, Project No. WT15029 (formerly PW1529), Account No. 4570-000-800007-300-000-30-45-000-000, to the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165), Account No. 4570-000-800007-300-000-30-45 -000-000.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended actions.

Attachment A - Vicinity Map
City of Stockton Page 4 of 4 Printed on 5/18/2022
powered by Legistar™
1761

WEST LN
CT
WY
UPRR
PARDEE
LN
UPRR

CENTRAL N AV

CENTRAL S AV
ST

ESSEX ST
DR
AV

BONNIE LN

MONTEREY AV

SUTTER ST

EL PINAL DR
ST

BIANCHI RD
CALIF.

ST

HARPER ST

TUXEDO S AV

L A KESIDE

PINCHOT ST

WOOD LN

EL DORADO ST

HUNTER ST

CHESTNUT
DR
DENBY
ST

TOWNHOME

COVENTRY
BROOK
COLEST

BARRYMORE

ATLEE ST
WRIGHT
DOWNS
ST
INGRAM

GROVE ST SUTTER ST

CORONADO

FULTON ST

HUNTER ST

KNOLES WY
EUCLID
WY

SONOMA AV

CALIFORNIA ST

WEST LN

W LN E FR RD

UPRR (SPRR)
TENNATWAIN
OXFORD
CI
NOR T HCOMMERCE ST

KNOLES WY

WEST LN

STADIUMSAN RAFAEL
RD

CEMETERY LN
T. CT
WALNUT
CT
CI

MARCH LN

GREENSBORO CT
CT

ALLSTON WY
ST
GIBSON
FARGO
ST
ESSEX

ALPINE AV

ARCADE ST ST

HAMPTON

PACIFIC AV
ST
ST
ALDER
ST
ELM
ST
AV

UPRR (SPRR)
PRESIPACIFIC

CHAPEL LN

PACIFIC AV
CAYMAN
PETTIK. H. CI CT
ST

BRADFORD

HUNTER ST

DENTS DR
CI

MARCH LN

CAMANCHE

ROBINHOOD DRSHERWOOD

CANTER- BURY

YORKSHIRE DR

CLAREMONT AV
MARK
MORE
LEMKELSEY

FALLONPL EBBET
PL
AMAWELL
BIDDOR

GOLD RUN
JAMESTOWN

YORKSHIRE DR

WOODSTOCK DR

LANCASTER DR

CANTERBURY DR
CT

SHELLEY

SOUSA ST

GATEWAY

KENTFIELD HUNTINGTON
CT

PICKWOODWOOD
TANGLEW. CT
T. CT

BERK- SHIRE
DORSET
TON COTBROOK
CARICRESTA
LA

CALANDRIA

LIBERTY
ANA
CABSALEMCONTINENTAL

BURNHAM
CT
CI
HEMINGWAY DR CT
H

BIRMINGHAM

ILLSBORO CAMBRIDGE CLOWES ST

LINDE LN
GREW

NADINE VADA
WINONA
FARLEY
CT

BONAIRE CI

IJAMS RD

BONAIRE CI

TRINIDAD
CT

EL PINAL DR
BISHOP
ST

S IERRA NEVADA ST
VERY
DELIPOSTAL

ENTERPRISE

BOURBON UTAH

SAN MATEO AV

SIERRA MADRE AV

EL DORADO ST

CHURCHILL

AMERICAN ST

STANISLAUS

ATLEE ST

MCKENZIE AV

FULTON ST

BARRYMORE
ST
CENTER

MENDOCINO AV

MARIPOSA AV

SAN JOAQUIN ST

AMERICAN ST

NOBLE ST

BLAINE AV
ADAMS
CASTLE
GEARY

ELLIS ST
ST
ST
ST

PINE ST

CLEVELAND

WYANDOTTE

MAPLE ST
WALNUT
ST
SPERRY
AV

HAWTHORNE ST

MCCLOUD AV
MAPLE

MARSHALL
TAFT

PARKVIEW CT
BRYAN

PALM AV

ARLINGTON

FAIRFAX

STANFORD AV

BERKELEY AV

COLLEGE AV

UNIVERSITY
AV

KLINGER
RONALD

ST BERKELEY

EUCLID AV

ALPINE AV

SONOMA AV DWIGHT
WY

KENSINGTON

CRAFTON

REGENT S ST

TUXEDO N AV
PL

BEVERLY

LEXINGTON AV

BEDFORD RD
EDISON
LOMITA
CARMEL
RAMONA

ELIZABETH

CONCORD
ST

STOCKTON

AIRPORT WY

UNION ST
ANELLE
DARDCARSON
WESTWD

SURR EY

ELENAAMELIA

ALVARADO AV
CT
WY

EMILY JODI
OAK CI
HELENS

RED OAK LN

OAK VALLEY WY
CT

OAK FOREST

MIGHTY OA K

OA K BRA N CH
DR

DAVE BRUBECK WY STADIUM DR
CT

ALPINE AV

MONTEGO

TORINO JAKE
EAST

MOSS OAK EL PINAL DR
NAPLES

GLORIA DR
CT

CARLY DR
ERNIE

FONTANELLA
COLMAR

MCGUIRE DR VIN
GAQ U NI N

WHITE FORGE DR

TIAMO WY

CHAMBERLAIN

BARTRAM RUN WY CT
CT

BENNETS MILL
NEWTON
FALLS

MIDDLEBURY CT

WOODVALE

ORCHARD

WILLOW OAK

W'DB I NE
2 1
3 2.TIMBER CT

3.NORTHPARK CT
4 OAKFIELD
CT
CT
CT

1.THORNTREE CT

FOREST WY
SHADY

PALERMO ST

PINETOWN
MERCER
HILL
PINE
GROVE

HILL WY

HARMONY

CT BRIDGETON WY

FOXCATCHER WY
WINTERSET
WY

TIA M O
FARGO

BEELER ST
SPIROU

ALVARADO AV

STEPHANIE
ST
BALLEW

4.PARKVALE CT

TORTUGA

REGENT N ST

EUCALYPTUS

MONIQUE CI

LA FOLLETTE
PALM

MARCHESOTTI WY

TRIESTE
CI
CT
CHAPELLE
DR
AV

NORWICH DR

MONTAUBAN L ORRAINE AV
LN
B. CT

ELAINE DR

ROBINHOOD DR AT CHENSON

BARBADOS
CI
KORBEL B. CI
CT
CI

KIMBALL HILL LYLE AV
DUVALL

HUTCHINSON
CARRINGTON
CI
ACCESS

AUDREY YORKSHI RE
CT
LN

HOLIDAY DR
CT
MARLIN KERMIT

JEFFREY

MAYFAIR AV

KERMIT LN

LINDA SUE DR
AV
HEMET

LONGVIEW AV

GARNER LN

MAYFAIR AV

DUNMAR EL DORADO ST

DONCASTER

OTTINGHAM DR

RIDGEWAY AV

BANBURY DR

GOVERNOR CI
CT

ST KITTS

ST BARTS
FEDELIA

HERMI- TAGE
NATHANIEL
CI

GREENAN

FRED RUSSO DR

WILD LILAC

MARIGOLD LN
ROSE
NING
ROCKHYDRANGEA
TULLYBURG
MORGLORY

MARCH LN
JAMAICA WYBUCKEYE

ETCHEVERRY
BERRY
SNOWTHISTLE

JANE ELLENWBERRY WY

ARTHUR ELI

BETTY MAE DR

NAPOLEON HANNA BAY

BLOSSOM CI
TYLER
VIOLET

BUTTERCUP
CI

WILD GRAPE DR

TRIDENT
DOME
HALF MAYTEN

MARCH LN
GLOVE
FOXANTHUS
AGAPPANSY

SUNFLOWER
DR

WISTERIA
CI
1 1.HORN BRAM CT

FORMOSANA
PEAT
CCT RR

WILSON WY

MCALLEN RD

ST WILSON WY
CCTRR

WATERLOO RD
ORWOOD
WEBB

W REGAL
WILLOW
MARIE

FILBERT ST

ROOSEVELT ST

HACKBERRY ST
ANITA

REDWO O D

MISTLETOE
BA CON

BELLE AV

STEWART ST
MYRAN

RO BINDALE AV

YOUNG ST

MCCOMB AV
SIERRA
LN

E REGAL
AV
E ST
F ST
DUTART
E ST

SANGUINETTI
LN
TROY
LITTLE

TOTTEN AV

AUTO AV

HIAWATHA AV
ROBINDALE AV

SYCAMORE AV

SUNNYSIDE AV ARROW

BISHOP ST
ST

EMPIRE ST

FUNSTON AV
JERSEY
VAIL
AV

BELVEDERE AV

ROBINDALE AV
SUNSET

FLORIDA AV

CHEROKEE RD

WILSON WY

HARDING WY

SCHOOL AV
D ST

WILLIAMS ST

BELVEDERE

FRANCIS

WILLOW ST

VINE ST

MORRISON
JOHN
LEWIS

NEWPORT AV
ANITA

ACACIA ST
D ST
POPLAR

HIGGINS
AV

STADIUM

COUNTRY OAK
OAK
BIG

WALNUT ST
NYSSA
GO
MIL

GINK- WA
L
TER
RAPID
BROOK
BRIDGE
CROSS

GO L D BROOK D
TWR

IN BRIDGES HORSETAIL DR HOLMAN RD

CHAPMAN OAK

CANBY OAK
KEVIN
GAMBEL
OAK LN
EUCLID

PINE BROOK DR

HAYD EN BROOK DR

CABIN CRK
GRAHAM
CREEK
F ST
F ST

ST LINDSAY ST

CALIFORNIA ST
GRANT
ROSE
ST
AURORA
ST
ST

MAGNOLIA

ACACIA ST UPRR (SPRR)

LINCOLN ST

VAN BUREN ST

FREMONT ST

MINER AV

CHANNEL ST
OAK ST
ELM ST

VERNAL WY

ARGONAUT ST

SAN JOSE ST

MAGNOLIA ST

ACACIA ST
OAK ST

FREMONT ST

YOSEMITE ST

BAKER ST

ROSE ST

HARRISON ST

HARDING WY

WILLOW ST

MONROE ST

MADISON ST

VINE ST

HUNTER ST

COMMERCE ST

CENTER ST

EL DORADO ST

SUTTER ST

STOCKTON ST

BAKER ST

EDISON ST

POPLAR ST

FLORA ST

PARK ST
OAK ST

WEBER AV

STANISLAUS ST

GRANT ST

AURORA ST

UNION ST

PILGRIM ST

PARK ST

FLORA ST

ROOSEVELT ST

ACACIA ST

PILGRIM ST

SAN JOAQUIN ST

HARRISON ST

WEBER AV

LINDSAY ST

MINER AV

CHANNEL

FLORA ST

UPRR (SPRR)
E ST
PARK
ROBERTSON

AIRPORT W

SIERRA NEVADA ST
ACACIA
NELLIS
POPLAR

PLEASANT

SOLARI AV

BEATRICE AV
ST
LN
VICKI
PARK
OAK

LAUREL ST

WATTS AV

GRATTAN AV
TERRY
CT
OAK
CT
OAK

FLORA ST BELVEDERE
ST

FINLAND ST
D ST
B ST
A ST

FLORENCE ST

LOCUST ST
DELLA
C ST

MYRTLE ST
A ST

MAIN ST

MARKET ST
D ST
ST

FREMONT ST

WIZARD AV

WOOD LN

CALAVERA S RIVER

STOCKTON DIVERTING CANAL

CALAVERAS RIVER

YOSEMITE LAKE

MCLEOD LK

EMONT CH
West Lane at Bradford St
West Lane at Harding Way
West Lane at Alpine Av
West Lane at Bourbon St
West Lane at Enterprise St
S
T
R
A
Vicinity Map
West Lane Traffic Responsive Signal Control System
City Project No. WT16011 / Federal Project No. CML-5008(165) Legend
Parks
Public Schools Ü
ATTACHMENT A 1762
Resolution No.

STOCKTON CITY COUNCIL
RESOLUTION APPROVING THE NOTICE OF EXEMPTION NO. NOE10-20,

APPROVING THE PLANS AND SPECIFICATIONS, APPROPRIATING AND

TRANSFERRING FUNDING, AND AWARDING A CONSTRUCTION CONTRACT FOR

THE WEST LANE TRAFFIC RESPONSIVE SIGNAL CONTROL SYSTEM, PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165)
On December 9, 2021, the City Clerk of the City of Stockton opened, examined, and publicly declared the sealed proposals or bids offered for the West Lane Traffic Responsive Signal Control System, Project No. WT16011/Federal Project No.

CML-5008(165); and
The project will improve traffic flow, relieve congestion, and benefit air quality on West Lane between Harding Way and Enterprise Street. The project will modify traffic signal poles, cabinets, accessible pedestrian signals, and upgrade existing wheelchair ramps to meet Americans with Disabilities Act standards; and Ray’s Electric is the lowest responsive bidder in the amount of $1,124,855, and its bid is regular in all respects; and
Caltrans National Environmental Policy Act determination was received on November 7, 2019. The State determined that the project is a Categorical Exclusion under 23 CFR 771.117(c): activity (c)(26). Similarly, the project is in conformance with the City’s General Plan, pursuant to California Government Code section 65402; and The project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) as specified under section 15301(c) of the CEQA Guidelines, because this is a discretionary project under the City’s jurisdiction and qualifies as a project which has been determined to not have a significant effect on the environment; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Council approves the filing of Notice of Exemption No. NOE10-20 under CEQA for the West Lane Traffic Responsive Signal Control System, Project No.

WT16011 (formerly PW1611)/Federal Project No. CML-5008(165), a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The City Council approves the plans and specifications for the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165).
1763

3. The City Council approves the transfer of funds in the amount of $91,596 from the Traffic Signal Modification Program, Project No. WT15029 (formerly PW1529), to the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165).

4. The City Council approves the appropriation of additional funds in the amount of $712,617 from the Federal Congestion Mitigation Air Quality program grant funds to the West Lane Traffic Responsive Signal Control System, Project No. WT16011 (formerly PW1611)/Federal Project No. CML-5008(165).

5. The City Council awards a Construction Contract between the City of Stockton and Ray’s Electric, in the amount of $1,124,855, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 2 and incorporated by this reference.

6. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED May 24, 2022 .
_________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1764
$Ýƚ 1^$ƚ1L,|ċƚ
^:ƚûƚ ƚx{^ƚ

- -
-

-
-
-
#|[Þƚ Č%;ƚsłƑƚ
gkƚCƚ Oƚ
qqƚđ¸ƚ 
Ċ=MŴSE6ƚ}(Ź<<(«ƚ }Sʼn(<ƚÊÕÁƚ
BOnƚ ƚ ÛX8@8ƚ
ì=ccS6E(Ɩƚ
 
t<ũ(½ƚ
ÐËXƚƚô
ƚI/ ƚB

¬ƚ£Wƚ

Š­ƚ ƚ Ür8@8ƚ

$;;)
$
; &"#'
$;$;!&
;"#&"#;;#$
;


;
;
"
;
;;"&
%
#;


 #%
;

;
Axõ$ƚtĝƚ
>ś-ƚ~"™Fßƚ 
)*-#
-'

-
)&%$) +
- #!-%#*(%!-,)*
"-
-
íZėåƚZƐŠťŪƆŕ‘QƚüŖţŠƚy‘¹àƚ yēZƵpÃƚ
53/.,*19;ĕƈĩ
!Įƚ(278;-4+6:0-1:;
>ŜƚY
->ū"áƚ$ƚ1ŊƒƚCƚ gO¤
ƚhĪ
4ƚ€'O
ƚYŬ%
g

ƚƎ

ƚ
%

ƚ'%ľƚ™'
ƚ
Ɠ
ij
ƚ%'?%'
ƚ%Ŧ;ƚ
“

ſ
ƚ

_ƚ
Pŭƚ3ŨƚŮ

š—ƚ
Ńƚ
ƚ€
ƚL 
ƚ
“/Ś`/oƚ
ïu:uęďĒæ$\¾wðăþƚ\wƚ,ģö[Ğ\ƚ
ğņ
ƚM„=
¶ˆ
fı„<ˆƚM‡Ƈaa(Ɣ¿ů”=ŝ
‡(ƚEfƚ

ƁŇ
ƚ
6ƌŋ•=6
6(ƒšƚƒ˜<˜c
6(ƚ”
ŵSE•

6ƂfƚîĨŤaĻ=ŽEMƚ
,)5
P

ƚ 2
*ƚ 
ƚ +920ƚ&/ ƚƚ
ƚ3
F?Dƚ 

+0ƚ Ĵƚ
ƚBƚ,2ƚJ5
Ō
ƚ +
3ź ƚ
1ƚĵƚA
ń

®ƚ ]ō
ƚUѧâƚ
$ƚ
")Ŏ*ƚ "
ƚƚ ƚ¡&'Ş
nlƚ
ƚ;
ĺƚƚ1,{ƚK5

ƚTVrW×غƚ
:
ƚNƍŏš*ƚ"
ƚ
j

ŰƚƉIJ
ƚ
ƚGŅ


ƚ


Gƚƚ,Ęƚÿ;


ƚTVÒÄÖÇƚ+Ù0+Ψ»ƚ
$
ƚ&
b

ƚƚl  5
*ƚ9ž

7Gƚ&

ƚv2ƚJ
ƚTãƚĥ‚‚ƚĦƚ

 :
ƚ&
b

ƚŐƚ¢ 
D

*ƚ,j
7Gƚ&
ƚv2ƚJ



ƚTäƚVXW@Uƚ+0Hƚ
éç Ą ƚ#ĔĚƚ#ąñĆJƚ#ƚ÷ĤøĐ$ćƚ
$
ƚ
!i!*ƚ`
ƚƃƚŶ
!Łƚ ƚ ƚ&–şįƚ .ÀŻƚ†
 ż
kƚ

`ƚ.ƚ
)ƚ ƚ
!D!3!
.ƚļ†ƚ.ƚƚ
)!–.d
.ƚ
¯ƚ

'
3/
°ƚù2ƚ
ƚƚ 7’
*Hƚ
ħƚ :
ƚ
)›Ÿƚ-
›œ

ƚ ƚ5

 ƀƚ’/bƚ

ƚ
ƚ*¥
ƚŽƊ—5ƚ ƚŷ
!Ĺ5

ƚ
ƚ ƚűŽ
ƚ?
ő

ƚ


ƚī

ƚ


;ƚƚƚ)ƚ ƚ
DĿƚĽ
ƚƚ
ƚ
)
P
ƚ±ƚ


ŀ

²ƚ 
ƚ
j

&ƚ3/
ƚƚ
7)ƚ Ɨƚ ƚ 3ƚ92ƚœŧ

ƚ
ƚ _i·ƚ
 
kƚ/ƚ

D

ƚ
ž

7!¦0¼ƚ
K
ƚ
ġêčƚ
[eƚU8³ƚ8@Ì@  ƚ
+òĠ9ƚ#ƚA9A]©ƚ
mYs],ƚ#ƚ#ĈLƚěĎ0ƚ
#I~ƚ#ƚýLKƚIƚB:Kƚ
ĉƚ

F

ƚ
ƚƚ
ƚ 
ƚ
7
ƚĬi
´ƚƚ


)
ƚ ƚŲ
ƚ

ƚ

ƚ
ƚ 


ƚ"ƚƚƚ
ƚĶƚ

ƚ
ƚ
?ňİƚƏ%
ƚų

ƚN
ƚ'
Ÿh"e
ƚ
ƕƚ1%
ŗķž4NƚĖƋ

"-ƚARh>-Rƚ1‰ƚ -"QƚpÈÉÓÍmÚªHƚ NŒ‰ƚQ4-ƚ>ƚŢ4RƚĸƚQŘ-
Rƚ ?F
ƚ


ƚ&
;ƚC'ƚÏÔƚ *
ƚCe
ƚƚCřF"‹ƚ 
oƚ
B4Œ ƚ  

z
œŒƚz>4ƚú4‹ƚI Ƅƚ
Ƙƙƚ9ƚd 
ƚƚ
Pƚ.ƚ
7ƅ
dĭ

ƚ
_ŸƚHë
?ƚ+.

ƚ
Ŕƚ

0
EXHIBIT 1 1765

CONSTRUCTION CONTRACT
This contract is made and entered into on _____________, by and between RAY’S ELECTRIC, a STATE OF CALIFORNIA PARTNERSHIP, with a business address at 411 PENDLETON WAY #B, OAKLAND, CA 94621, hereinafter called "CONTRACTOR," and CITY OF STOCKTON, a municipal corporation, hereinafter called "CITY."
W I T N E S S E T H:

WHEREAS, plans and specifications for the construction of WEST LANE TRAFFIC RESPONSIVE SIGNAL CONTROL SYSTEM, PROJECT NO.

WT16011/FEDERAL PROJECT NO. CML-5008(165) , hereinafter called “PROJECT,” were regularly adopted by Council Resolution No. __________________, on _________________; and
WHEREAS, the contract for said work was regularly awarded to CONTRACTOR, by Council Resolution No. __________________, on ________________.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:

CONTRACTOR agrees:

1. SCOPE OF SERVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _____________, by Resolution No. __________________. The "contract documents," which include the bid documents, project plans, specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.

2. COMPENSATION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools, and equipment necessary therefore at the prices specified in Exhibit A, attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Public Works of the City of Stockton. Total compensation for services and reimbursement for costs shall not exceed $1,124,855, or as otherwise mutually agreed to in a Contract Change Order.

3. INSURANCE. CONTRACTOR shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this contract, the policies of insurance specified in Exhibit B, which is attached to this contract and incorporated by this reference, and as provided in the “contract documents” including Section 7-1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27-1213, effective September 27, 2016.

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1766
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.

The Additional Insured coverage under the Contractor’s policy shall be “primary and noncontributory” and will not seek contribution from the City of Stockton’s insurance or selfinsurance and shall be at least as broad as CG 20 01 04 13.

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 for the benefit of the City of Stockton (if agreed to in a written contract or Agreement) before the City of Stockton’s own insurance or selfinsurance shall be called upon to protect it as a named insured.

All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Payment Bond in the amount of the self-insured retention (SIR) may be required.

Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City of Stockton.

The City of Stockton reserves the right to obtain a full certified copy of any Insurance policy and endorsements.

Failure to exercise this right shall not constitute a waiver of right to exercise later.

Contractor shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by contractor.

Contractor agrees to include with all Subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the Subcontractor’s work.

Subcontractors hired by Contractor agree to be bound to Contractor and the City of Stockton in the same manner and to the same extent as Contractor is bound to the City of Stockton under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the City of Stockton Contract

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1767
Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all sub-contractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencement of any work and contractor will provide proof of compliance to the City.

4. INDEMNITY AND HOLD HARMLESS. With the exception that this section shall in no event be construed to require indemnification by Contractor to a greater extent than permitted under the public policy of the State of California, Contractor shall indemnify, protect, defend with counsel approved by City and at Contractor’s sole cost and expense, and hold harmless City, its Mayor, Council, officials, representatives, agents, employees, and volunteers from and against any and all claims, causes of action, liabilities, judgments, awards, losses, liens, claims, stop notices, damages, expenses, and costs (including without limitation attorneys’ fees, expert and consultant fees, and other expenses of litigation) of every nature, including, but not limited to, death or injury to persons, or damage to property, which arise out of or are in any way connected with the work performed, materials furnished, or services provided under this Agreement, or from any violation of any federal, State, or municipal law or ordinance, or City Policy, by Contractor or Contractor’s officers, agents, employees, volunteers or subcontractors.

Contractor shall not be obligated to indemnify or defend City for claims finally determined by a court of law or arbitrator to arise from the active negligence or willful misconduct of the City. It is the intent of the Parties that this indemnity obligation is at least as broad as is permitted under California law. To the extent California Civil Code sections 2782, et seq., limit the defense or indemnity obligations of Contractor to City, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by Contractor under the law. The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement.

With exception that this section shall in no event be construed to require indemnification, including the duty to defend, by Contractor to a greater extent than permitted under the public policy of the State of California, the parties agree that Contractor’s duty to defend City is immediate and arises upon the filing of any claim against the City for damages which arise out of or are in any way connected with the work performed, materials furnished, or services provided under this Agreement by Contractor or Contractor’s officers, agents, employees, volunteers or subcontractors. Contractor’s duties and obligations to defend the City shall apply regardless of whether or not the issue of the City’s liability, breach of this Agreement, or other obligation or fault has been determined.

Contractor shall be immediately obligated to pay for City’s defense costs of the claim, including, but not limited to, court costs, attorney’s fees and costs, expert consultant and witness fees and costs, other witness fees, document reproduction costs, arbitration fees, and, if after final judgment an appeal is pursued, all of such costs for the appeal.

At the conclusion of the claim, if there is any determination or finding of sole active negligence or willful misconduct on the part of the City, City will then reimburse Contractor for amounts paid in excess of Contractor’s proportionate share of responsibility for the damages within 30 days after Contractor provides City with copies of all bills and expenses incurred in the defense of the claim(s). It is agreed between the parties that this reimbursement provision assures Contractor is not obligated to defend

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1768
or indemnify City in an amount greater than provided for under California law, including, without limitation, California Civil Code sections 2782, 2782.6, and 2782.8.

With the exception that this section shall in no event be construed to require indemnification by Contractor to a greater extent than permitted under the public policy of the State of California, and in addition to the other indemnity obligations in this Agreement, Contractor shall indemnify, defend, and hold harmless City, its Mayor, Council, officials, representatives, agents, employees, and volunteers from and against all claims, losses, expenses, and costs including, but not limited to, attorneys’ fees, arising out of any claim brought against the City by an employee, office, agent, or volunteer of Contractor, regardless of whether such claim may be covered by any applicable workers compensation insurance. Contractor’s indemnification obligation is not limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor under workers’ compensation acts, disability acts, or other employee benefit acts.

The City’s acceptance of the insurance certificates required under this Agreement does not relieve the CONTRACTOR from its obligation under this paragraph. The indemnification obligations of this section shall survive the termination of this agreement.

Any exceptions to this language may result in a proposal being deemed non-responsive.

Contractor/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement for the full period of time allowed by law.

The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. If any section, subsection, sentence, clause or phrase of this indemnification is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this indemnification.

5. STANDARD PLANS AND SPECIFICATIONS. The performance of said work and the furnishing of said materials shall be executed in accordance with Section 8-1.04B of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27-1213, effective September 27, 2016, and the provisions of the issued project specifications.

The Director of Public Works will furnish CONTRACTOR a weekly statement showing the number of days charged to the contract for the preceding week, the number of days specified for completion of the contract, and the number of days remaining to complete the contract. CONTRACTOR will be allowed one (1) week in which to file a written protest setting forth in what respects said weekly statement is incorrect, otherwise the statement shall be deemed to have been accepted by CONTRACTOR as correct.

6. WORKING DAYS. It is agreed by the parties to the contract that in case all the work called for under the contract in all parts and requirements, is not finished or

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1769
completed within the number of days as set forth, damage will be sustained by CITY, and that it is and will be impracticable and extremely difficult to ascertain the actual damage which CITY will sustain in the event of and by reason of such delay; and it is therefore agreed that CONTRACTOR will pay to CITY the sum of FOUR THOUSAND AND NO/100 DOLLARS ($4,000) per day for each and every calendar day's delay in finishing the work in excess of the number of days prescribed; and CONTRACTOR agrees to pay said liquidated damages as herein provided, and in case the same are not paid, agrees that CITY, may deduct the amount thereof from any monies due or that may become due CONTRACTOR under the contract.

It is further agreed that in case the work called for under the contract is not finished and completed in all parts and requirements within the number of days as specified, CITY shall have the right to increase the number of days or not, as may seem best to serve the interest of CITY, and if CITY decides to increase the said number of days, CITY shall further have the right to charge to CONTRACTOR, CONTRACTOR's heirs, assigns or sureties, and to deduct from the final payment for the work, all or any part, as may be deemed proper, the liquidated damages as specified or the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the contract, and which accrue during the period of such extension, whichever is greater, except the cost of final surveys and preparation of final estimate shall not be included in such charges.

A working day shall not include, nor shall CONTRACTOR be assessed with liquidated damages nor the additional cost of engineering and inspection during any delay beyond the time named for the completion of the work caused by acts of God or of the public enemy, acts of CITY, fire, floods, epidemics, quarantine restrictions, strikes, and freight embargoes and subject to approval by the Director, inability to get materials ordered by CONTRACTOR or Subcontractor due to such causes provided that CONTRACTOR shall notify the Director in writing of the causes of delay within five (5) working days from the beginning of any such delay, and the Director shall ascertain the facts and the extent of the delay, and Director's findings of the facts thereon shall be final and conclusive.

If CONTRACTOR is delayed by reason of alterations made in these specifications, or by any act of the Director or of CITY, not contemplated by the contract, the time of completion shall be extended proportionately and CONTRACTOR shall be relieved during the period of such extension of any claim for liquidated damages, engineering or inspection charges or other penalties. CONTRACTOR shall have no claim for any other compensation for any such delay.

7. CONFORMANCE TO APPLICABLE LAWS

A. TITLE VI

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1770
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 of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

B. DISCRIMINATION AND HARASSMENT POLICY
The City of Stockton has a Discrimination and Harassment Policy (Exhibit C). 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, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace.

C. LABOR STANDARDS AND PROVISIONS/CALIFORNIA LABOR CODE The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.

D. PREVAILING WAGE
CONTRACTOR and any Subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. CONTRACTOR performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each Subcontractor (see Exhibit D). As the wage determination for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each Subcontractor's responsibility to insure that the prevailing wage rates of concern is current and paid to the employee.

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1771
(i) The CONTRACTOR performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.p df. The CONTRACTOR shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work. (ii) Should the CONTRACTOR choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the CONTRACTOR shall reimburse the CITY the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the CITY, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to CITY the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any Subcontractor under CONTRACTOR, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.

(iii) The CONTRACTOR to whom the contract is awarded shall insure that the prime and each subcontractor will in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention Contract Compliance Officer. It shall be the CONTRACTOR’S responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.

(iv) The CONTRACTOR shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

E. APPENDIX E OF THE TITLE VI ASSURANCES

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1772
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix E of the Title VI Assurances attached as Exhibit F.

CITY agrees:

8. COMPENSATION. To pay CONTRACTOR for the work herein
contemplated in the following manner: Progress payments will be made on or about the first day of each calendar month, in such sum as shall make the aggregate of payment up to such day equal to ninety-five percent (95%) of the proportional contract price, upon the basis of the progress certificate of the Director of Public Works as to the amount of work done and the proportional amount of the contract price represented therefore; and all of the remaining part of the contract price not as aforesaid paid, shall be paid at the expiration of thirty-five (35) days from the completion of said work of construction and the certification by the Director of Public Works of such completion.

9. SECURITIES. Pursuant to Section 22300 of the Public Contract Code, CONTRACTOR will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the CITY to ensure performance under the contract. Said securities will be deposited either with the CITY or with a State or federally chartered bank as escrow agent. Securities eligible for this substitution are those listed in Section 16430 of the California Government Code or bank or savings and loan certificates of deposit.

CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.

10. CHANGE ORDERS. CITY reserves the right to make such alterations, deviations, additions to or omissions from the plans and specifications, including the right to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated.

Any such changes will be set forth in a contract change order which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A contract change order will not become effective until approved by the City Manager and/or the City Council.

Processing of change orders shall be in accordance with Section 4-1.05A of the City of Stockton Standard Specifications and Plans as adopted by Council on September 27, 2016, by Resolution No. 2016-09-27-2013, effective September 27, 2016, or as otherwise amended by Council. When the compensation for an item of work is subject to adjustment under the provisions of Standard Specifications and Plans, Section 4-1.05A, CONTRACTOR shall, upon request, promptly furnish the Engineer with adequate detailed cost data for such item of work.

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1773

11. AUDITS
(a) CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under the contract. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance.
(b) CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of the contract.

CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of five (5) years after final payment under the contract.

12. FHWA 1273 AND CARGO PREFERENCE ACT
Federal form FHWA 1273 is physically included in this contract as Exhibit E.

In compliance with the Cargo Preference Act of 1954 (CPA), 46 CFR §381, and the implementing regulations in 46 CFR §381.7, the Contractor agrees:

A. To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United Statesflag commercial vessels; B. To furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (b) (1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590; C. To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this contract.

13. It is expressly understood and agreed by and between the parties hereto that a waiver of any of the conditions of this contract shall not be considered a waiver of any of the other conditions thereof.

It is further understood and agreed by and between the parties hereto that time is of the essence of this contract in all respects.

Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165) (Updated 12/30/20)
EXHIBIT 2 1774
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals the day and year first above written.

ATTEST:

ELIZA R. GARZA, CMC

CITY CLERK
By:____________ _
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:-------------

DEPUTY CITY ATTORNEY
CITY
By: ____________ _

HARRY BLACK

CITY MANAGER
94-3106593
Tax Identification No.
lRJE CIEJIVED
<JAN 24 2022

RAY'S ELECTRIC
Federal Construction Contract - RAY'S ELECTRIC - PROJECT NO. WT16011/FEDERAL PROJECT NO. CML-5008(165)

1775

EXHIBIT 2
EXHIBIT A 1776

EXHIBIT 2
EXHIBIT A 1777
The City of Stockton is now using www.PINSAdvantage.com to track Insurance Certificates and all related documents.

The PINS system starts with The City of Stockton. A Stockton User logs into PINS and emails a request for proof of insurance to the Vendor/Contractor. The Vendor/Contractor forwards the request email to their Insurance Agent(s). The Insurance Agent(s) logs into www.PINSAdvantage.com and completes the insurance certificate online.
www.pinsadvantage.com
+ 1 626 844 1838
WHAT IS THE PROCESS?
Note: Vendors will receive the insurance request email from: [email protected] Thank you for your compliance!
01 02
03 04
The Vendor/
Contractor forwards
the email to their
insurance agent(s).

PINS notifies
The City of Stockton
that documents have
been submitted and
automatically checks
for compliance.

Agent(s) log into
PINSAdvantage.com
and complete
the insurance
certificate online
A Stockton User
logs into PINS and
emails a request for
insurance to the
Vendor/Contractor

EXHIBIT 2
EXHIBIT B 1778
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.

Insurance Requirements for Construction Contracts
Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the City, at its sole discretion, may purchase the coverage required and the cost will be paid by the contractor.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) 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 $2,000,000 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 CA 0001 covering Code 1 (any auto), with limits 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 Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Surety Bonds as described below.

5. Professional Liability (Errors and Omissions) Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (If Claims-made, see below.)

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

EXHIBIT 2
EXHIBIT B 1779
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 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 selfinsurance 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.

EXHIBIT 2
EXHIBIT B 1780
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.

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.

EXHIBIT 2
EXHIBIT B 1781
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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.

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

EXHIBIT 2
EXHIBIT B 1782
subcontractor upon request. Contractor shall provide proof of such compliance and verification to the City upon request.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid bond

2. Performance bond

3. Payment bond (or Labor and Material bond)

4. Maintenance bond
The Payment Bond and the Performance Bond shall be in a sum equal to one hundred percent (100%) of the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

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

EXHIBIT 2
EXHIBIT B 1783

EXHIBIT 2
EXHIBIT C 1784

EXHIBIT 2
EXHIBIT C 1785

EXHIBIT 2
EXHIBIT C 1786

EXHIBIT 2
EXHIBIT C 1787

EXHIBIT 2
EXHIBIT C 1788

EXHIBIT 2
EXHIBIT C 1789

EXHIBIT 2
EXHIBIT C 1790

EXHIBIT 2
EXHIBIT C 1791

EXHIBIT 2
EXHIBIT C 1792

EXHIBIT 2
EXHIBIT C 1793

EXHIBIT 2
EXHIBIT C 1794

EXHIBIT 2
EXHIBIT C 1795

EXHIBIT 2
EXHIBIT C 1796

EXHIBIT 2
EXHIBIT C 1797
 

 



 

 




 




 !

"


#$%&!'%&!

#
#(
%
#)*! 




$&
$



$+

$,
#
$ -
$-

$-

$-

!$"

$+

$ .
/
$-

$
$
0$













1 "234 35 62 35765.8 9 68 3765.8 '






)



#*
:(9%8;<5 62 35765.8 '






*
*


#(9%3%=<5 62 35765.8  

2
8>


&5
'85(?@$)
!

*#
A1B@


!









C

) &

D"



*)

)
)




*

'
!





*


(


.! $@13
)




&
!
)85$
)




 

!*
:

!









)

*#







A1B@
)
'

)



*# 





)

*#




$

)
#)(
 )






#

)






! 13
)




&
!
)85













!




*
:

)











)

*#




$
)






!*
:


)








) *#





)
#)
)










)
B+6@1@'('('

('

)85

*#
$

)
#)
)
)



*#
(1 )85

*#
 *

C


!17



)

)

85




)
&D



!










!
) 
#
&

)

C

) &

D"



$






!




C

!

) &

D"

6



$



#
)





)
B+6 @1'('(D'?(1











 /



*
:







)85

&
 
***1

1#
&*)
#
&




1 -



7



 
   @  E@ @B ?? F@ E BE @F @E ?E ? E?@ @F ?FB Page 33 of 130 EXHIBIT 2
EXHIBIT D 1798
   
      
  

 


  
  

















!"

!
#
$%

!
%&!


%' !%
%!






!
!






!'
!


%!
 ()*+,-./*+
+0*+)1+*213(4 51,6*,7(8(,91:+2()*,-(4 7(.94*,;
.<4:9*+ =,*=(,()-1.5*))-./ +),-==-./,*213(4 +<,(==-./3(<::2-./0(//-./ (.99-+=1+-./1>(44 -.+:4()-1.2()*,-(4+>,12 2*<7(.-<(4+?+)*2+57*)7*, )7*?<1.)(-.(+0*+)1+1,.1)@ ,*(AAAAAAAAAAAAAAAAAAAAAAB A

A
,*(AAAAAAAAAAAAAAAAAAAAAAB A

A  





!
!

!"

!
 




!
!


'
!
%&




%











#
$%
!


%'!%%
 ()*+,-./*+
+0*+)1+C1,6*,+
.+:4()1, ;
.<4:9*+)7*(==4-<()-1.1> (44-.+:4()-./2()*,-(4+ ,1)*<)-3*13*,-./+ 1()-./+(.9-.-+7*+)1(44 )?=*+1>2*<7(.-<(4+?+)*2+@ ,*(AAAAAAAAAAAAAAAAAAAAAAB
A A

,*(AAAAAAAAAAAAAAAAAAAAAAB
A A
   







!
!






!'
!


%!






%!
 Page 34 of 130
EXHIBIT 2
EXHIBIT D 1799




   


!


"
"



 
#$%




!

"
"



 
$
#



!

"
"




!&
'(
)*

* +* ,)*-+
 '($

- -)*$
)
 '(./+*!)
 !)*$


)*$
 !.
'(!.0*$
1)23
*$
.3* 4)3.3/



'()
5*$
!36



!

"
"
 

 477
#$%



477
8 "$44


!


"
"
 9./+*!)
!)*)
5*$


)*$

- -)*$
)*$
!.*$
!36 9!.0*$
1)23
*$
.3*43).3/
 
9
)*

*+* ,)*-+ 

 4#$% 








4 .5 
  


!:




"
"
 Page 35 of 130
EXHIBIT 2
EXHIBIT D 1800
 



 
  

  
 





 
! 



" "#
 $
"
%%
& 

'
" 

(( 
! )

*





 
! +


!
(
 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,  -#((
,(( (.( /(/  
   01 - 

2"$3 22

 (
4! 01
54(

4! 012
!

4! 01
 (4/
4! +%
$
6*7  84


4! $
6
58
!

4! 0'#2#-96
%018: (
(
 ((%
/((%

 ( 

(%
((%



//(%

((%

 // %
,
((%

 -2;-2<$=0<3<=>: 2
5
 

 





2  



1
 1 
 







?
 ?
* 
 
*
21
 5%
 



 

  0<3<=><='=
@$;': A
  %
01 

 


 " 




 
 
1
 
"
 %

*
* 5:0

1%
* 
/4%

((%
: ((%

A
   %
1

"




 

 


BB
"
*
*5  ((%

 A$C<=
$+<=-2<$=$
@-<<
-2<$=: '*
 
?
*5


% %

  

167
1
1
8 %
 
 %





%
 

 %
 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,  -#((
,(((.( /(/  
   #1

 (
4! ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Page 36 of 130 EXHIBIT 2
EXHIBIT D 1801
 





 




 
 
 
!"
 # 
 $
%
&
'
 ()

 *   
 

&  

 + 
+,,,,,,,,,,,,,,,,,,-
.,
/

, 0+,,,,,,,,,,,,,-
,

, +,,,,,,,,,,,-/,1
, 
+,,,,,,,,,,,,,,,,,,-
/,

, 0+,,,,,,,,,,,,,-
2,.
, +,,,,,,,,,,,-
,

,  +,,,,,,,,,,,,,,,,,,-
,
/

, 0+,,,,,,,,,,,,,-
,2/
, +,,,,,,,,,,,-
,.
,  .. 


 




 
 
 
!"
 # 
 ()
 1$
%
&
'
 
 *   
 

& 3!4+
05 
,,,,,,,,,,,,,,,,,,,,,,-
,/
,
/ 
,,,,,,,,,,,,,,,,,,,,,,-1/,


,
/ ,,,,,,,,,,,,,,,,,,,,,,-1
,

,
/ 1,,,,,,,,,,,,,,,,,,,,,,-1,2

,
/ 3!4
6

'' 
,,,,,,,,,,,,,,,,,,,,,,-
/,
.,


,,,,,,,,,,,,,,,,,,,,,,-
,2
.,

,,,,,,,,,,,,,,,,,,,,,,-
,/1
.,

1,,,,,,,,,,,,,,,,,,,,,,-

,2

.,









  ! 

& ' "
&"

7 &54! ',,,,,,,,,,,,,,,,,,,-
,/,.
74
! 5
&44 8'
99: Page 37 of 130
EXHIBIT 2
EXHIBIT D 1802



   





 
!"# $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ %&'#$!(#( 
)


 &*

*


*
+ ,
+ ,(-



 -,, 

' .

//,0 


  "1 





"!! 
"1!"# $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ %&'#$"!(#(
2* 
* 
,
**
,3



 * &*

*


*
+ ,
+ ,(-



 -,, 

' .

//,0 


  "! 





"" 
"!1"# $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ %&'#!$#!(#(# 


 &*

*


*
+ ,
+ ,(-



"#"1 -,, 

' .

//,0 


  #"1 





"#"1 
"1 $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ %&'"$#!(#(# 



 &*

*


* + ,
+ ,(-



"#"1 Page 38 of 130
EXHIBIT 2
EXHIBIT D 1803
  







 




 





 




 ! "#

$%


&

 ! ' 
!


& (((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((( %)*

(

+
,-
-+
+
.
%#
*
/
/ %

/
.
.# 
-
%


&

 !   







 




 





 
 !+
 ! "#

$%

 &!,
 ! ' 
 ,


& (((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((( %)*

(

,-
-+
+
%#0%#
*
/
/ %

/
.
.# 
-
%


&

 !   







 




 





 
 !+
 ! "#

$%

 &!,
 ! ' 
 ,


& (((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((( %)* 1 (

,-
-+
+ '


%#
*
/
/ %

/
.
.# 
-
%


&

 !   







 




 





 
 !+
 ! "#

$%

 &!,
 ! ' 
 ,


& (((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((( %)* ,
(

,-
-+
+ 
/'
%#
/ *
/
/ Page 39 of 130
EXHIBIT 2
EXHIBIT D 1804








    




 

 !
  "
  #$$

%  


&#
 

 ''' 
(
)  '*+ 
,


 -+ - ................................................................ /0!-'.-- -'-+-+ /) 
 0


 








    




 

 !
  "
  #$$

%  


&#
 

 -- 
(
)   
,


 
 - ................................................................ /0!- .-- -'-+-+ 1



0


 








    




 

 !
  "
  #$$

%  


&#
 

 ''' 
(
)  '*+ 
,


 -+ - ................................................................ &2&---*.-- +-+-+- /3 0/34 " "5367 0




%
))
#

 4 *-- 89+* 6# #
 +
- 89+* "!& "
:"01; 4#



 ) 

 $#


 
)

 #
<
$
)

= >#




 )
 )
 ) 
#
#
 #

 $#


 
 =
#


 >#


$ )


 



$ #

#

)

? 
 $#

= >#


$
 ) 
@ 


 # A
#



 
#? 

B 
 $
)

 
 )C
 )

 ?




C#
 C
? $
 
#  #

#
 $
  $
 ) ) 


 #


= >#






$ # Page 40 of 130
EXHIBIT 2
EXHIBIT D 1805








 
 
 


















 








 !""#$"#%&! 








 

 

'



'
( 





(

 





  



 







 
'

   
 %)%*+++,+++,-+.-/+/. 01$!21$*30*"*"4$#5 2 !
 %)%*#23*31$ 67+ ++89:8; /.  %)%*+.++++/+;-+.-/+/. !2%0$"<3$=01$>?1>%21*"4$#3%0 2 !
 %)%*#23*31$ 6@. ++/, .7  %)%*+.++++./-+.-/+.; !2%0$"<3$=0?1>%21 2 !
 *




0 3

 68 //+ 7, #

6@+ @/. +/ 0*"A%"!B"2< 3
















   C
 

-










  

 




 




''
 



&#D





 
 





 


'











 


 
 

 
 '

 

'











 





 1 0"4$>1$>D"3*%#21$0?3003"$-#21$0!%2%$*%050#%?0 E 




 3


'




#'

$
 2

'
0






 E


)





 ? 
- '0


 
 



2!1



B

=  E !32%1)12?050#%?03




 '


 * #%)%D303"$1$>D3>%"050#%?0#







 
 
D 
 D 




D 



? 


 
 

*1#D
**#D Page 41 of 130
EXHIBIT 2
EXHIBIT D 1806






 


  !
"#$ %

& 

%&



'


&

%  &(%

%&
& %%&
%)



'

 &
 & 
%
'
*%) 





+$,


#-

+





- , 
"
*


*


!


 (

(%$ .%/0)1, +2

" )

34!5$$!5,

- 5
$$
+2
67!- 


$1""" 

+$,


#- 155,

+5 $-(
15


1 +

"1

$

"-5

$!
 5
1"155!5!

1"1 +8-
$$
9 6
5$:,
,1:



"
  8
5
!5!



 
 3333333333333333333333333333333333333333333333333333333333333333 )78;<377668 8= 8787 %&


&*&
%
&
&

>%&
 (" )
 
& >
?@;<68AB@ >*?@=A@8=66 > 9 !C

* 158@
!'"516



 )
"
2
"@

1! '"5167655)%$) >*9 
!>
3333333333333333333333333333333333333333333333333333333333333333 )78;<377;68 76 8787 %&


&*&
%
&
&

>%&
 (" 
D 

?<@@788@8
5?@8;;88A8 %
%(.%/9 

"
15
! ,!E2

"

5

$
155


!$1$$
E
2
! 
"!


 5!E2

"!
1415


1+

"1

$

"-
15 Page 42 of 130
EXHIBIT 2
EXHIBIT D 1807
 




 


 


  

  
  

 


 
 


 




 


 
 










 
 
! 
  

 " #$$%&$%'(#



  

 



 
 





 ! 

  
 




   
 


  

  

  

"

')'*+,+-
++.+,/+./-+-. *$&%01*$2%1*$3&%4 0
#  *15)'26)7*'0""""""""""""""""""""89,":9-;".
')'*%07*71&""""""""""""""""""""""89"
9-:";

')'*+,+-
++,.-/+./-+-+ *$&%01*$2%1*$3&%4 0
#  2 <* 
  7 

"""""""""""""""""""8=-"..--"- % 
""""""""""""""""""8==":,--"
- 2*$6'$#>$0?(7 
 




  
 
 
 

 




 
 
  

 
 
  
 
      
 



  

  



 
 





 !

  




 


 


  

  
  

 


 
 


 




 


 
 










 
 
! 
  

 " #$$%&$%'(#



  

 



 
 





 ! 

  
 




   
 


  

  

  

"

')'*+,,-
++.+9/+./-+-. 21&%1*)101*$3&%4 0
#  *15)'26)7*'0""""""""""""""""""""8:9"==-".= Page 43 of 130 EXHIBIT 2
EXHIBIT D 1808




 










!"

#$


%!

! 
!


&"
'
#

(!
 '

!))( '
*!
 '
++, -

$!" '++

*$

*
*

!
#$


*$

#

!

*

*

*

./


!
*
%!
!"(
!*
!
" *!

)
0
*

10 )*
)

*$

%

*"%
*
*

*
.

!"



!

2$!()
*"

*$

*!"%$*2*"

!*

)
!/



*
*

)
10 )*

3

4!


".

!.3
5

*
.

!"
*#"

*$

*!"%$*2*"

!*

)
!/
2222222222222222222222222222222222222222222222222222222222222222

06672006
78087070


9:

!*

"%


;


"
!*"

 *!((




0 77




$"
"!

7 66

77 7

<

=


("%
!/
!*!
/ *

#$

(/
)
*"

"
*
*!
"*




"3

")
!*">

?
("%
!((
*$


!*!
/ *



(*"(

/ *

#$"
$
"
(

*(

)
*"

#

(/>

"
( "


?
( "
)

*

"!*"
!
*
*"%
)


*

*

"

./

*$
"
)
*">

?
("%
)"

!(!

#
#$

" *!((


"
!

#!/
4"
("%
#"

!

!.(

(("%5
!
#$


)




#


!@



(
."("%

@

*


@.
)
#$"
$
*$


*
)
*$

)"

!(!

/ *

!

" *!((

"

"*>

?
("%
" *!((!*"
)
!

#!/

/ *

'
("

3(*!%

#'
" *"!(
#'
(")
2 !)
*/

/ *

4!((
."("%
$!3"%
)(
(
!*




*$!

-

!.3

*$

(#
*
)(
(
3 (
$!3"%
."("%
!

5>

?
("%


%/

!!%

*
/ *



"

!(!

#
#$

" *!((

"
!

#!/

4"
("%
#"

!

!.(

(("%5'

@

*
#$"
$

"3(3


#


!@



(
."("%

 *
*"'
)

#$"
$
*$


*
)
*$

)"

!(!

/ *

!

" *!((

"
*$

"*'
$!((
.

)


./
*$

" "

(

*"
"!
2222222222222222222222222222222222222222222222222222222222222222

0
A
200
01808707
BC
9:

!*

"%

,
<

7 0

6DE6A A


16 60

6DE6A A
2222222222222222222222222222222222222222222222222222222222222222

0
A
2007
01808707
F
C

GH9
9

!*

"%

,
<

0 0

DE7




45

(
#

 7

DE7



475

((
*$

#

7 7

DE7


2222222222222222222222222222222222222222222222222222222222222222

EXHIBIT 2
EXHIBIT D 1809








 

  !
"# $$!

%

 &
''((((((((((((((((((()*(+,-

(
 %.

%

(((((((((((((((((()
(+++,-

(
 /012&
%'!"


3"3$4. 
'35!
%

 
$
 %
6

5 $

78%'!"

'' . "3$ $!'
9'3$4.
%.

%'!"%
 ' 5!
%

9 4!99'37

%'!

8%'!

5 $




"

 5%
"!% "$

":3 .
5!
%

78%'!"

5 '$4 ;4.

''"

%43<

%'!"

4 
"%:'9!''

=
"4.
95 $"

4 $> $ "':!
'"

9 >%  > :5 4.
%..%
"!% 5 .5
'$3$

''"

%
"!
78%'!"

''

5%43 3$?'

6 '
4 ;?

"!
'4 ;?'
553 3$<'':!
'"

.6

5' ' %"$ .
@A : 6.' 45' '6'.6

:!
'"

%%=7 8%'!"



3$

$
3$( 2
'$4 ;4.

''"

%43 <

%'!"

4 
"%:'9!''

=?
9 >%4.
%.

6 '6
4 $> $ "':!
'"

%
!%

?5  4.
%..%
"!% 5 .5
'$3$

''"

.%
"!
?.'':95 $":3.


" '%
%

(  B




 

C


D
E&& 

  $$!

%

3$ &
''((((((((((((((((((()+ (B++,-

(
 %.

%

(((((((((((((((((()*
(++,-

(
 /012&
%'!"


3"3$4. 
'35!
%

 
$
 %
6

5 $

78%'!"

'' . "3$ $!'
9'3$4.
%.

%'!"%
 ' 5!
%

9 4!99'37

%'!

8%'!

5 $




"

 5%
"!% "$

":3 .
5!
%

78%'!"

5 '$4 ;4.

''"

%43<

%'!"

4 
"%:'9!''

=
"4.
95 $"

4 $> $ "':!
'"

9 >%  > :5 4.
%..%
"!% 5 .5
'$3$

''"

%
"!
78%'!"

''

5%43 3$?'

6 '
4 ;?

"!
'4 ;?'
553 3$<'':!
'"

.6

5' ' %"$ .
@A : 6.' 45' '6'.6

:!
'"

%%=7 8%'!"



3$

$
3$( 2
'$4 ;4.

''"

%43 <

%'!"

4 
"%:'9!''

=?
9 >%4.
%.

6 '6
4 $> $ "':!
'"

%
!%

?5  4.
%..%
"!% 5 .5
'$3$

''"

.%
"!
?.'':95 $":3.


" '%
%

( Page 45 of 130
EXHIBIT 2
EXHIBIT D 1810
  






 

 


  ! !   "







 


#$
%&#''$
(#
 

)) !**

*
 (+
(
*
""

 
,-./

()$%


0%0'1+##
)02$
(#
 #
'#(3
2#'#
45()$%

))#+ %0'#'$)6)0'1+(+ ()$%(#
#) 2$
(#
#6#1$66)04
()$#
#5()$#
#2 '
#

%

#2(#
%$(#%'
%70 +2$
(#
45()$%

2)'1#81+

))% 
(109
()$%

1
%(7)6$))

:
%1+
 62#'%#

1#';#'#%)7$)%

6#;(# ;#72#1+(++(#
%$(#2#+2)'0' 
))%
(#
%$45()$%


))#
#2(10 0'<)
3#)
1#8<
%$)1#8<)220 0'9))7$)%

+3

2)##)#(%'#+
 *= 7#3+)#12)##)3)+3

7$)%

((:4 5()$%



0'

'
0' /)'1#81+

))%
(10 9
()$%

1
%(7)6$))

:<#
6#;(1+(+ 
3#)3
1#';#'#%)7$)%

(#
$(#
<2# 1+(++(#
%$(#2#+2)'0' 
))%
+(#
%$<+))762#'%70+
% )((
  >?!




 

,

<@<






@

 

 


 !
*!*AB
*?? 
C
,
DA#2E#$
0'
)((
  ?!!




 

,

<@<






@

 

 #''$
(#

0' 

)) "?"

* (+
(
!
"*

!
 
,-./

()$%


0%0'1+##
)02$
(#
 #
'#(3
2#'#
45()$%

))#+ %0'#'$)6)0'1+(+ ()$%(#
#) Page 46 of 130
EXHIBIT 2
EXHIBIT D 1811








 








 
 

 
 



  










 


 




 



 

 







 










 

 
 












 ! 




 













" #$$%&$%'(#
 
 



 











 




 


 



 

 










 





 "

')'*+,-
..+./0.+0,.,+ 1

# 

)2&'*$&3%14*%2$& +)
*


""5/."+6,+"6- ,'7




 



 

 











 

 .






8 
 
  

7

"""""""""""5-9".9,.": :; """""""""""""""5:/"/,.":: -< 
"""""""""""""""5 +"9+9"6 =$)2>?@3(&

@
 !
>
A")"B>
A
 >
2



>
) >
C


>
%

> 
%


* 

>

')'C...9
..+.+0.+0,.,+ 1

# 

')'C?%$1A'*=?&2*""""""""""""""""5,"+.: "9, DD #$$%&$%'( "<?2>C?*?%2$&(' 
 

9E
   









 





/E /
 




" "<?2>=$)2>?@3(&

@
 !
>
A
 >
2



>
) >
C


!>
%

>
#  
%


* 

>"

'&;2...:
..+./0,60,.,. FF?1'?+FFG?;'1?%'3?1')23%'>H')$G FF?1'?,FF1'*'2C'3?&?>>2%2$&?)5,"..<'1=$41?H$C'?1'?+ 1?%'3" 3''?1'?>'#2&2%2$&3H')$G Page 47 of 130 EXHIBIT 2
EXHIBIT D 1812






 
  




!"
 

!

#
$#"
 

"

$
"
 

%
&""
 

%'"
 

'

"
 

%

"
"&"
 

$

!
'"
 (

"#
#"




 
 )

*+,
(  


)


!
"&"

-

"
%#"
 +.+
 -

'
&$"
 

!
)


&
"

-

!
$""
 +.+
 -

&%"
 

"
)


$
$&"
 /0*- +

"

-

!
"
 +.+
 -

$""
 

)


%'"




 
 
-* 1

( 


2 3

*1 +

!
' "

-

"
"$"
 +.)

-

''"
 

!
2 3

*1 +

&
$!"

-

"
"
 +.)

-

"
 

"
2 3

*1 +

#
 "

-

!
$#"
 +.)

-

!"
 

2 3

*1 +

%
"%"
 

*1 +

%""
 

'
*1 +

!
&"




 
 4-+ 
( 


)


"
!%"

-

"
%!"
 +.)

-

#"
 

! )



&"

-

"
"
 +.)

-

%""
 

" )


&
&!"
 Page 48 of 130
EXHIBIT 2
EXHIBIT D 1813




  



 
 




 





 


 



 
!
"
#
$%!& '() *
+$,$ -"
!"#.
/"0/1/
!/1
"2/!/# 






 -"

3 33
 



 

3



3
 




45!


45# 




 -"

3 3
 



 





3
 



 04!#,$'6$'$
61$%$$ 7$-7$)#

'8$ ) $

,!
!9
2 :!4
!
"
;"//202"24/ 


#')$$<8
$')*%8 
) $%$.= 
>
?)$1


$?=
$%8$?1 $?





# +8 
6%=
>
?)$1-@


')$


=;

$)
) $%$6$) $')$1$ )=
$%6$')$*<  8.=
$% 8$?1$?


')$ 
 +


(





#"'8)(  +(
8 =66
8$=$(6 ) $ 6
8$$$?@


=$) $< +8))  6
(
8  )))$+ $(
8
= ($)
$) $< +8)) 6
(
8 1)$+)$ ''=($) ))
8()1)$+)$''= 5$A1$'6==
>
?)$1')$@


=;$


$?=;$+
8>
?)$= :) '+ 
'*%8'8'.=
$% 8$?1')$ 
 +


=
-)%  %'' +(
8 =/ 6$$(
)1$+=
 $


$?=,8>
?)$*')$ 
 +


'8$. 


#"'8)')+ @6$>'$=8
+$6$$(= $(6 ) $6
8$$')$ 
 +@


=$
)6)
8')*%)$.=5$A@$'8
)=
-)'?) +$=))1+
8
*
/1(
8
$$)8% .=$$? + +  +(
8 = +8 $')$=?-)   +& '()1+81;51,)$$ ( = ?-)' '$@$%=; ('= ;$ 

=;6
) $?
+  *($6 +
.=:
8
<  8$' (
8 *'8)1B6- ( .=:  Page 49 of 130 EXHIBIT 2
EXHIBIT D 1814




 















 !

"

!#


!## $%&"!# 


 '(
)*

'*'*
+,  '

'

 --
( "
!
.
/)012




,2 
2,


*"
2,
2



3 "

-4

'(5

3 ,
$

,
6*!2(7 7  ! 2,
8
993*,
! 
7

! 
 6




 !#!#


 
$'3: ' (
,0
 
;'
:

9* .
/):1<
2!96*
 9
,
*
<
 97,2 *
2


2 



,

 !3*3"
'(:

&4

#
=

    3&

 &,
>#*
95+= !>> 
/
*"
*
*



 7,


 ,!




 

!#(


! #






' #



2 .
/)5199*


 <

*


?02,
 2,(73 " 
4     
! .
&,
 #,@!>
 ;,
! 
 ?!  *  !


 

!
(

!2
##


,

 
,

! #



$!#
 #






!' 
''
( 
,
0
 
'*
,
 Page 50 of 130
EXHIBIT 2
EXHIBIT D 1815


 

 
 















!


"

#

#
$

%&$
'!
  






(


)* 



+






!,


  
$




-
.

$. $

!










! 



/$.


/


 /$.0
0



 
-

0!/


/ $


/0


 1
$

1 


2  3



4



0



* 



*! .56-

/


. 

789



2



0 






!,


-
 %:)''


.


!1 
 0

 .......................................................... 5;;5<6/5<"5115),6<1/ =


-7
'*
'2- =&&

"

2-=&&

"

 

. 
2-=&&

/$..
* 
$

-

2-=&&

%


-=
'*' 


 
7
'*
'2-8:


 =&&

"

2=&&

  /$..
*
$

-

2-8:

 10
 9


 


 
=
' *'
8:

 /$..
* 
$

-

8:

  8 1
  
5.$

2 .


-=:

1
. 









*
$

-

2,







!-=:

1
. 



 !. =:

 ........................................................... >;6">36/ ="



 
-=&&

 

-7
'*
'/$..
*
$

 -

-=&&

1


02  
-=&&

%"



 
8:




 
=&&



 


 
7
' *
'/$..
*
$

-

-8:

 1


02 
2-8:




 
=&&

# #.=%
* 



9"



 
 8:

/$. .
*
$

-

8:

  /


0

-2*
1


02 Page 51 of 130
EXHIBIT 2
EXHIBIT D 1816







 









 





!
"
!#$

#

%&

 '
(

 

 )'
(
*



 $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ +,--.--/,+ / !

'
(
!

+
$ 


$
#

 
!(
!

 0/
!



'
(



+
$


$
#

 
!(
!



,&
(
1/




+
$


$
#

 
!(




 /*( 




!
"
!#$

# 

%&

 2
(
$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ $$ ,33-.3'3'-3'45 $, 


(*



0 6



"
 *


"
!#$

#

 7
(

(*
8





(

#
9
 


8


9,






 0/


*




/(





(

&
:



 1'(
7
*
*
/


#
;
(



 7(*


7

 2
+*

2

/


;
 (

8

9/






 

+
*


 $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ -'-+/<,<3+ 4--=<7-3,-,+ /3-+3',,/"7-3,+
,33-.3' 3'-3'>,*



#

!
 +

-
(
? -.7-'
/.@-+
/3,/+,

-+3
5<3+
7'-
7<+
7-/-'
73,--A
+32-3<,
+3
3/<+/
+3B=<3
+37,-
+3,/.
+3,/C
+,3<+.+
,.73- -0$3,-'2-.4 Page 52 of 130
EXHIBIT 2
EXHIBIT D 1817
 

  




 


  !
! "

 


  !
! 

 


  !
! 


 


  !
! 


 


 #$!%& !
'! 


 

 


  !
! ((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((  )))*())+),-)-)) ! "

. .

./


0

1 






2 
/23

4444444444444445674++*64*8 /2.#913: $!:' 

444444444444456647*64*8 /*2## !$
'
'!#1;< 
.

1;<
!1 .
1

;%
'!#444444444444444444456*4+)*64*8 /62.

1;<%
1 "


13%
1 =4456)48)*64*8 
/23

444444444444444584++*64*8 /2.#913: $!:' 

444444444444456>47*64*8 /*2## !$
'
'!#1;< 
.

1;<
!1 .
1

;%
'!#44444444444444444445684+)*64*8 /62.

1;<%
1 "


13%
1 =445648)*64*8 

 ?
?



?@
? ?
? ?
 
?  
? "


? A
B
 ?  
? 
? 

C?

? 
? 
?

? 


 Page 53 of 130
EXHIBIT 2
EXHIBIT D 1818
 



 









 

  



 




!
 "
#
$


 "
# 

!





 

!
 "
#   


 





%!
 "
# &



 "
# 

!
 




 

!
 "
# 



 

!
%
'

(


!
"
)*# +"




(

, "
#  


 -.!


!
 

!
 


 -.!


!
 

!
 




 -.!
(

+

!
 (

+

!

$ 


 %%*(






!
"
%
'

*#) "
(

, "
# 



 %*(





%!
"
 "
# 



 

!
"
 "
# 



 %%*(







.
 "
# 


 

!
 Page 54 of 130
EXHIBIT 2
EXHIBIT D 1819
 



 
  


 



 
!

  

 "# 

$ 






!

%

& 


   

  " 





 




 

 

&  

 '" "(!" 
 " 
 )))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))) "*+++,)+-+./-/++ """0"
1
2"'$  3

4  1"1
"5

 
 6'0
1"$'7 *1
"8888888888888888888889,-8-:,+8; "8888888888888888888889<8-:,+8; *1 "8888888888888888888889,.8,:,+8; "8888888888888888888889,;8,:,+8; *1, "8888888888888888888889,8=<,+8; "8888888888888888888889,,8=<,+8; *10" 1
 *1'

!3

*

>

4
 
?4
 
>5

 


@

5

 


 

4


.:#18 *1'

!


.:#15

 


  

>!
A 

4
>.:#1
 (!5

 
 !
B
&*


*

,8
>


45

 
 


!


(!



>
>


? 

4   

>!
A 

4
.:#1
 )3 

 $

!

!?@2!?

@3
?
>@#&
4

!

 !

@
@
)



!?"

B

4 "5

 
@
?


@
2
 @


!
,#1
 
.:#18 *1,'

!

&


)

 !
@
!


,#18 "0"
1
 "'"0@2"@
@*
@@""0@ Page 55 of 130
EXHIBIT 2
EXHIBIT D 1820








  






 







 


















 










!
"#
$%!&"'
" 

% ($)
*





+,'"
&"
$'
" 


&"
$'
" 





&"
$'
" 

% ($)









+"
%!-"#.&"
$,!
$


% ($)








!
"#$"
/'
" 

% ($)




 

+,'"
&"
$'
" 


&"
$'
" 





&"
$'
" 

% ($)








+,'"
&"
$ $)!-"#.&"
$'
"& 

% ($)
0






!-"#
$'
" 

% ($)






&"
$'
" /!$1"#!-"#
$'!
"(!$!23!
)
.("## &" !-$"4 

% ($)



 

% ($)



&"
$'
" 


 

% ($)



&"
$'
"







$"
/ $)!-"# &"
$'
"& 

% ($)






 

% ($)


!-"#.&"
$'
" Page 56 of 130
EXHIBIT 2
EXHIBIT D 1821


 







 



 

 !
 "# 

 



 

 !
 "# $


 

%&

 

 !

'



 


&
(

 

 !

) 

 

%&

 

 !

)
*)
 

 



 

 !

$

 


+&
(

 

 !

'$

 

%&


+!(,


 & 

 !

))



 

&


&


+ 
&
 

 !

# 

- 

 !
 

&


# $

 

 !
 

&
"
 ................................................................ ) /011.///12/2/ #$3 

3
$
3

# ,
4 )
 
)
  &4
& )
+
5
&
 4(
(
6666666666666667086/896: 
!3 

( 

(
6666666666666679;610006;; " $) $"

 7<6//


+(&
 Page 57 of 130
EXHIBIT 2
EXHIBIT D 1822
 




 


   


 



 

!  "
 
#  



 



 
$%&$
# '()) 
 
())





  
* + !

 ,-)..
'  /

!
0
# 1 /  !!    




 


$" 
  2 # ' !   ,%).. '  /

!
0 $3  # $!())"   4 .-55..6.78.98%.%. 

"4(

  
!  4
:4;

  ))))))))))))))),5-)6<%-)<9 4#   /! 
)))))))))))))),-9)..55)-6 $($
20
,=)..
'  /

!
0  




 


   


 



 

!  "
 
#  



 



 
$%&$
# '()) 
 
())





  
* + !

 ,-)..
'  /

!
0
# 1 /  !!    




 


$" 
  2 # ' !   ,%).. '  /

!
0 $3  # $!())"   

4..=7..%.=8%<8%.%9

>>
>>

1
4


4






4



4

1 



4(



>>
>>

*


4;
"
1

$4
 14

2




4

?4
@(



(

1
(4(
4(

  
!  Page 58 of 130
EXHIBIT 2
EXHIBIT D 1823
 



 







 

 
!"!#  !!!# $
$%
$
&
'
($
)

*+
,-$ 
.
/

 0

(1/11

/ 

2 
(0
3


2 4


0
3/ 2 115

 06
0

7 
7267
 30
11/0
1

50

1

2 
(0
3


76
4681  
067/0
22
3/2
0
2 1
74 
/

 
720


 ((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((  
!(9:9 
'
$;<$;=
>?@;
?;%@
$ 
*3



%**@
;%

9 ;
 

$?
 
0<
5*

3)!!": %
220
)@!!: 
)@@!: %**@
;%

)
$
;@-

72
2200
50
6 06500



3
3 %**@
;%

)
$
;@@-@


 

2  1
791
35
A5


0
6 06 ((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((  
!(!99 $;=
>?@;
?;%B 
*3


 &
%(0A!"#"" ((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((  
!(99  *3 %

$6
2

- C
?)" C ?)" C ?)!" C ?)"" C ?)"! $60$10

" %?;;

;<$D*%
$$@*@%@
;$ C
?)-<


/C /C
60 ..
  C
?)- /$6
24AE


4
0

 F0

3


 Page 59 of 130
EXHIBIT 2
EXHIBIT D 1824



 






 

















!





!
!
 !

"



!"
#
#

 
!
$$%


!

!


 &






'

'$$ 


(&


&

(




 (

)



*!%!

#!
(
+



 


*
&



&
,


!&

!
 



 
-*!


, 

!&



- &

!





! ./
&





0
&


 !

!













!


 


1!,

- 2
!

&!(
3 
  45 66766768392396:; 545/)5(5'1(5'<5=>''*>)(  +

 45 ),'(**>'5+* 45 )(- 

!

(




!???????????????????????@6?.A9?96 :?????????????????????@9A?7A9?96 ???????????????????@6?6:9?96 ???????????????????@9A?;.9?96 ???????????????????@6?.9?96  ???????????????????@6?79?96 9?????????????????????@9A?8.9?96 ?????????????????????@9A?2.9?96 .?????????????????????@9?99?96 (

!:&:!
&






? 45 ),51)')( #*>4*54"45'1(5) 45 )(- ,:-'

!

????????@9A?2.9?96 ,9-)
&

B




??????????????????????@9?99?96 45 ),'>*)- :?????????????????????@9A?7299?: 9?????????????????????@9A?9299?: ?????????????????????@9;?8899?: .?????????????????????@9;?2.99?: 45 ),B)C>'- :?????????????????????@9A?7A9?96 9?????????????????????@9A?8.9?96 +*'*)( 4& 



 




&D







 &



0@6?92
!
&0
 

&


?*






 





0








!: &?  45 )45((>+>5*>'( Page 60 of 130 EXHIBIT 2
EXHIBIT D 1825
 









 !!
"


##! $ 

%&
'(!#)** &+  !,
-
' 
.%%
/&%! 
0
1+&,
-
23!
  & 
-%44& 
%
22 
2!%&2!&
$ 5%


!%4

 
 !$&
! 4 12067 &8%
!


!
! 

64
%4!%
'#
# !
924%!

9 2$ 
!%
/2/%2 42&& 
/4%
+0#067:: (20**8%6(,
/&  &
;!
 
;!
4$(07!
;!
 &! !
<2

&42&#
2!2 2!%!  & +&4 &42 44$%! ,

444242
42!42!=!
42444 
.42 1&2$42 !

+
&,
 =4$ 2!%4$ (

( 
2!%44

 !%

&+!%44!!
4 !!
&4,

!# 

%

44224 !!


 



 $& +1!
%7,
 4%%4%
(!
#42!%4!4$ !
!!6+
&,4  &
&!$ %!! !4!$ '!3!

224%255
44 444

!
! 
%
>!2%$!!
"


>
/5%


+ (,

   (

 
0#;& 3.#7

#'( '/0?)  &
!

;!
4
34
.!!2&4$ & $ 
.!!&2& 4$& $ 
-




$42!44$
 1($
(&4$ %$ %!4!4 /4!+!%44 $ ,

-4 
0#
!!(@?8**&( %0
48::
!:: &


 ! !!


4   
8


!&!(2 4 
2!&!(
 !(@A8**&(%0
4 8 
0#!-%4
4!!
"


&! ! &
4 
0#.!!
8
 Page 61 of 130
EXHIBIT 2
EXHIBIT D 1826

 

   

 
   

 
   
 



  


   



 


   





 
  

 


    

!"#$%& 

'






  
(
 






)*


#
  

+


 









,

(


,#
(



 
 
   


,










!"#$
%&


















  
!"%* -.
 



  

-.$ 


 )

 +- .
  
-.
 







-.
   )  +-/
 
 ( 
 (

 -


 )+(
 - 0

  
11( -0 


 ) #22   +-3





( 





 


 



 


  
 

-"


 


     -4 -4


(
$(

  -*

(
(



 


# 
#$
-5



$
 #


!"6%.
 

  (








    -/( -7
 
-7
 - 7
  -
  
  -
 
 ( 
  

  -5

-3
 (  
 
 -"
  )
 +-8



( 
 
 -4  
 
 
 

   -
  

 

(9

 

 -
 

):

+
!";%7


$ 

(










% 
 -


 



-

 ):

+-
 
 ):

+




<<
 
 <<


1
 






% *%




 


 =%



: 

 

 

 : .%
 




:
   :
 


 







 

<<
 


(









,


 

<< $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ !>

?3*= ?.3*44
7 .*

>4
!"#%4  >11

!"%>11
(


("
(



EXHIBIT 2
EXHIBIT D 1827



 

 

    



!
"
 # $ % &$ ' 
(
)
*()
)
+**,- %

%*
 *. / *$ % &$ '*()
)
+
, 


)  *.
 

0010020130#3/0/# 

4


5

6
7

"  *! ) *

'* "
 .8888888889:8;//;8: 
$

*%
)*) *&++
9#800< ,



8  

0/=#000=3/;3/0/#

!

 

5

>
"
"   *! ) *

'"
!!
"
3  
 . *&
5( -!) *

8898;/=8/# "++&


 *

8888981;/=8/# 


 *

8889/8/;/=8/# "
!!
"
 

?


+++&&


-&*, &
*,

*-&

*
&

 

* *)
) 8 "
!!
"
 

*


 
(
+  <
?3< 

*)
*-$ *- 

*
&*, &
*,

*8  

0/=#00:0130#3/0/#

!

 

5

>
"
"   *! ) * "


 ,+


 * #8888888888888888888889/800/:81# /8888888888888888888889#811/:81# 8888888888888888888889#8://:81# 8888888888888888888889#801/:81# :888888888888888888888908:/:81#  , &   < &*888888889/8://:81# "




5 @
!"

!
"
 #5

 A


A

 
*,
&   

BB 
 Page 63 of 130
EXHIBIT 2
EXHIBIT D 1828


 







 

!

" #$!

$

%


%& 



%


! '
(&



)





'





 


'








&

&


& 

 


 


!


& 

*




*! &



++


,

)

%


! &
 





 -&&
- ++











)& 

%  
 





% 
!

.

 %/

,

*

%

0 




/



%















 
"/
!!
 

 
 " '



'



 



)&



12  &
 %&



$

!
!)


%


'





)




!
&


!%3

&


(


" 4







&
5$


)))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))) 67$89:)88;895458:< 7-07-'='%7-37-,7/.'-/=.  0
!
 67$.'-/'/=-'70/ 67$.)7.77" '



&


 
&>>>>>>>>>>>>>>>>>>>>>>>?#:>1;#>8 :>>>>>>>>>>>>>>>>>>>>>?#8>@;#>8 )>>>>>>>>>>>>>>>>>>>?#:>8:#>8 ) >>>>>>>>>>>>>>>>>>>?#8><1#>8 )
>>>>>>>>>>>>>>>>>>>?#:>#1#>8 )>>>>>>>>>>>>>>>>>>>?#:>#@#>8 >>>>>>>>>>>>>>>>>>>>>?#8>91#>8 #>>>>>>>>>>>>>>>>>>>>>?#8>41#>8 1>>>>>>>>>>>>>>>>>>>>>?1>##>8 

!
&:)
:)


 




> 67$.73.-.% */='6/7667-3'7. 67$.)7.77" :"- '



>>>>>>>>?#8>41#>8 ".


A
( 

>>>>>>>>>>>>>>>>>>>>>>?1>##>8 67$.A.'B=-)7.77" :>>>>>>>>>>>>>>>>>>>>>?#8>@;#>8 >>>>>>>>>>>>>>>>>>>>>?#8>91#>8 6  -=/.)7.77" :>>>>>>>>>>>>>>>>>>>>>?#8>@4>#: >>>>>>>>>>>>>>>>>>>>>?#8>4>#: #>>>>>>>>>>>>>>>>>>>>>?;>99>#: 1>>>>>>>>>>>>>>>>>>>>>?;>41>#: 0/-/. 6   
!   
 C

%
!
! 


%






?8>4&



&&



!

>/

&&
(  




 



!


 

&:) 

> ))))))))))))))))))))))))))))))))))))))))))))))))))))))))) Page 64 of 130 EXHIBIT 2
EXHIBIT D 1829





 




 






  
!
"#
# !
$ 
 %%#
"
&"


'

(
 )*
#
%+,,"(
-
" 
#
.
)"


/'
'
 0(
'#
 1


!2
-(
.
34#

 
"(
"
'55("!
'

3!

3 

3#
'(
3#
(

&

 6
' 
 

#'
5