For purposes of the Special Tax Formula the following terms are defined as follows:
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final subdivision map or other map recorded at the County Recorder’s Office. “Acreage Charge” means the Special Tax to be levied on the Acreage of each Parcel of Other Property, as described in the Special Tax Formula.
“Annual Ticket Sales” means, in any calendar year, the number of movie tickets sold from operation on the Movie Theater Property in the prior calendar year as reported to the City by the theater operator, subject to verification by the City.
“Building Square Footage” means the square footage within a structure, determined in the City’s sole discretion that shall be subject to the Special Tax pursuant to the Special Tax Formula. “Deficiency Charge” means the Special Tax to be levied based on the Parking Deficiency for each Parcel of Public Property and Other Property in the Parking CFD, as described in the Special Tax Formula.
“Developed/Redeveloped Property” means, in any Fiscal Year, all Parcels within the Parking CFD that have had one or more of the following take place before June 30 of the prior Fiscal Year: (i) a building permit for new construction has been issued on a vacant parcel, (ii) additions that increase the square footage more than 10% have been made to existing buildings, (iii) alterations to or remodeling of existing buildings has taken place, and such alternations or remodeling increase the assessed value of the Parcel more than 50%) and (iv) a change of use within the building has occurred which increases the demand for parking by more than 50%.
ATTACHMENT B
24 “Maximum Special Tax” means the maximum Special Tax, determined in accordance with the Special Tax Formula that can be levied in any Fiscal Year. “Movie Theater Property” means that Parcel identified in Fiscal Year 2005-06 by Assessor’s Parcel number 139-100-22 and any additional Parcels designated by the City as Movie Theater Property in future Fiscal Years.
As of the date of this Official Statement, the City has not designated any additional Parcels as “Movie Theater Parcels.” [City to Confirm]
“Other Property” means, in any Fiscal Year, all Taxable Property within the Parking CFD that does not meet the definition of Public Property or Special Use Property as set forth in the Special Tax Formula.
“Parking Deficiency” means the number of parking spaces determined by subtracting the number of off-street parking stalls provided by an individual Assessor’s Parcel by the number of off-street parking stalls required for that Parcel on the basis of the Zoning Ordinance Code. If a business establishment includes more than one Assessor’s Parcel, the City may calculate the Parking Deficiency for the business as a whole and spread the corresponding Maximum Special Tax according to the procedures set forth in the Special Tax Formula. If a business provides more parking spaces than it requires, the Parking Deficiency assigned to the Parcel may be a negative number. The Parking Deficiency for each Parcel in the Parking CFD shall be determined at the sole discretion of the Director of Housing and Redevelopment.
“Proximity Charge” means the Special Tax to be levied on each Parcel of Other Property based on the Proximity Factor assigned to the Parcel, as described in the Special Tax Formula. “Proximity Factor” means the factor assigned by the Director of Housing and Redevelopment to each Assessor’s Parcel to reflect that Parcel’s proximity to a parking garage(s) or surface parking lot(s). “Public Property” means, in any Fiscal Year, any property within the boundaries of the Parking CFD that, as of August 31, 2005, was owned by or leased to, and that continues to be owned by or leased to, the federal government, State of California, City, County or other public agency. Public Property within the Parking CFD as of August 31, 2005 is identified in Attachment 1 of this Rate and Method of Apportionment of Special Tax. If an Assessor’s Parcel that had been Public Property in any Fiscal Year is subsequently categorized as and taxed as Other Property, such Parcel shall remain Other Property in all future Fiscal Years, even if the Parcel or a building on the Parcel is again sold to or leased by the federal government, State of California, City, County or other public agency. “Special Use Square Footage” means, in a building that has a variety of tenants, that portion of the building that, as of August 31, 2005, was leased to and used by, and that, in the current Fiscal Year, continues to be leased to and used by, a religious organization, fraternal organization, 501(c)(3) or other tax-exempt non-profit entity. If, As of August 31, 2005, all of the square footage that was leased within a building was leased by a religious, fraternal and/or non-profit organization, the Assessor’s Parcel on which the building is located shall be categorized as Special Use Property. If Building Square Footage that had been Special Use Square Footage in any Fiscal Year is subsequently categorized as and taxed as Other Property, such Building Square Footage shall remain Other Property in all future Fiscal Years, even if the Square Footage is again sold to or leased by a religious, fraternal and/or non-profit organization. “Special Use Property” means, in any Fiscal Year, any property within the boundaries of the Parking CFD that, as of August 31, 2005, met one of the following criteria, and that continues to meet one of the following criteria:
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25 • The Parcel is owned by or leased to a religious organization, and the structure built on the Parcel is used solely as a place of worship, rectory, convent private school or homeless shelter.
• The Parcel is owned by or leased to a fraternal organization (e.g., Boy Scouts of America, Knights of Columbus, Elks Club), and the structure built on the Parcel is used solely for the activities of the fraternal organization.
• The Parcel is owned by or leased to a 501(c)(3) or other tax-exempt non-profit organization (e.g., American Red Cross, Boys and Girls Club, The Salvation Army), and the structure built on the Parcel is used solely for the activities of the non-profit organization.
“Square Footage Charge” means the Special Tax to be levied on Building Square Footage of Other Property as described in the Special Tax Formula. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of the Parking CFD which are not exempt from the Special Tax pursuant to the Special Tax Formula. “Undeveloped Property” means, in any Fiscal Year, all Assessors Parcels of Taxable Property that are not Developed/Redeveloped Property as defined in the Special Tax Formula.
Pursuant to the Special Tax Formula, once the Special Tax has been levied on and collected from a Parcel, the Maximum Special Tax that can be collected from that Parcel will not be reduced regardless of changes in parking deficiency, land use, building square footage or Acreage on the Parcel unless the total Maximum Special Tax that can be levied within the Parking CFD after such a reduction is applied is sufficient to provide debt service coverage required by the applicable bond documents.
Maximum Special Tax
Special Use Property. For Fiscal Year 2019-20, there are three Parcels within the Parking CFD classified as “Special Use Property” and the Maximum Special Tax for each Parcel of Special Use Property is $____.
Commencing July 1, 2006 and each July 1 thereafter, the Maximum Special Tax increased by the lesser of (i) the increase, if any, in the Consumer Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%. The Maximum Special Tax for buildings that include Special Use Square Footage, but do not qualify as Special Use Property, are required to be calculated pursuant the Special Tax Formula.
Public Property. For Fiscal Year 2019-20, there are six Parcels within the Parking CFD classified as “Public Property” and the Maximum Special Tax for each Parcel of Special Use Property is $____.
Each Fiscal Year, the Maximum Special Tax for each parcel of Public Property in the Parking CFD is required to be determined as follows:
Step 1. Determine the Parking Deficiency for the Parcel; and Step 2. Multiply the Parking Deficiency by $44.92, which amount shall be increased on July 1, 2006 and each July 1 thereafter, by the lesser of (i) the increase, if any, in the Consumer
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26 Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%.
For Fiscal Year 2019-20, the multiplier value is $_________.
Other Property. For Fiscal Year 2019-20, there are 144 parcels within the Parking CFD classified as “Other Property” and the Maximum Special Tax for each parcel of Other Property is $____.
Each Fiscal Year, the Administrator shall apply the following steps to determine the Maximum Special Tax for each Parcel of Other Property in the CFD:
Step 1. Multiply the Deficiency Charge by the Parking Deficiency for the Parcel (if the Parking Deficiency assigned to the Parcel is a negative number, this calculation will result in a negative number, which will serve as a reduction in the total Maximum Special Tax calculated in Step 5);
Step 2. Determine the Proximity Factor assigned to the Parcel and identify the appropriate Proximity Charge;
Step 3. Identify the Building Square Footage on the Parcel, and multiply the Building Square Footage by the appropriate Building Square Footage Charge per square foot; Step 4. Multiply the Acreage Charge by the Acreage of the Parcel; and Step 5. Sum the amounts determined in Steps 1 through 4 to determine the total Maximum Special Tax assigned to the Parcel for the Fiscal Year, with the following exception: if the Building Square Footage on a Parcel includes Special Use Square Footage, add an additional $112.31 for Fiscal Year 2005-06, which amount shall increase on July 1, 2006 and each July 1 thereafter, by the lesser of (i) the increase, if any, in the Consumer Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%.
Special Tax is not a Personal Obligation
Although the Special Tax constitutes a lien on Taxable Property, it does not constitute a personal indebtedness of the property owners of such property. There is no assurance that the property owners will be financially able to pay the Special Tax or that they will pay such tax even if financially able to do so.
The risk of the property owners not paying the Special Tax is more fully described in “CERTAIN RISKS TO BONDOWNERS AND INVESTMENT CONSIDERATIONS–Payment of the Special Tax is Not a Personal Obligation of the Property Owner.”
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27 Principal Taxpayers
The following table summarizes the top 10 taxpayers in the Parking CFD based on the Fiscal Year 2019-20 Special Tax levy calculated pursuant to the Special Tax Formula.
Table 5
Community Facilities District No. 2001-1
(Downtown Parking)
Top 10 Taxpayers for Fiscal Year 2019-20
Property Owner
No. of
Parcels
Parcel
Category
Deficiency
Charge
Proximity
Charge
Square
Footage
Charge
Acreage
Charge
Special Tax
Levy
County of San Joaquin 5 Public $181,569.08 $315.73 $904.22 $904.22 $225,741.04City of Stockton 1 Public 19,915.45 817.62 6,737.19 6,737.19 202,900.76 Gatehouse Media 4 Other 27,018.30 2,207.58 15,580.57 15,580.57 108,695.94 Stockton Arena Hotel & Conference Center LLC 1 Other 12,086.62 817.62 13,507.08 13,507.08 96,033.16Open Window Project LLC 13 Other 15,009.19 5,641.64 8,620.99 8,620.99 32,807.90San Joaquin Real Estate Co. Inc. 2 Other 15,088.65 1,635.24 3,375.14 3,375.14 25,276.50Cort Tower LLC 1 Other 14,599.60 408.82 879.76 879.76 22,388.38El Dorado Street Partners et. al. 1 Other 16,530.81 817.62 2,344.93 2,344.93 21,673.86San Joan Regional Transit District 8 Other 5,444.87 6,540.96 5,615.41 5,615.41 20,047.36 Taymax National LLC 1 Other 11,949.27 408.82 1,710.46 1,710.46 19,388.78 SUBTOTAL – TOP TEN TAXPAYERS 37 $319,211.83 $19,611.65 $59,275.76 $59,275.76 $774,953.68 All Others 116 Various 206,566.41 73,586.06 107,997.83 75,260.62 462,425.90 TOTAL 153 $525,778.24 $93,197.70 $167,273.59 $134,536.38 $1,237,379.58 ______________
Sources: Willdan Financial Services.
ATTACHMENT
B
28 The following table summarizes the top 10 taxpayers in the Parking CFD by total Special Tax levy calculated pursuant to the Special Tax Formula for the past five Fiscal Years.
Table 6
Community Facilities District No. 2001-1
(Downtown Parking)
Historical Principal Taxpayers
Fiscal Year 2014-15 through Fiscal Year 2018-19
Fiscal Year
Property Owner
Parcel
Category 2014-15 2015-16 2016-17 2017-18 2018-19
SUBTOTAL – TOP TEN TAXPAYERSAll Others Various
TOTAL
______________
Sources: Willdan Financial Services and _________.
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B
29 Secured Property Tax Levies, Collections and Delinquencies The following table summarizes of payment history for taxes levied in the Parking CFD on Taxable Property for the past seven Fiscal Years.
Table 7
Community Facilities District No. 2001-1
(Downtown Parking)
Historical Delinquency Information
Number of Parcels of
Taxable Property Amount
Fiscal Year Levied Delinquent Levied Delinquent
Percent
Delinquent
2012-13 154 0 $1,051,181.26 $0.00 0.00%
2013-14 154 0 1,038,037.88 0.00 0.00
2014-15 154 2 1,066,475.80 5,049.34 1.30
2015-16 154 4 1,092,497.84 7,238.87 2.60
2016-17 154 6 1,110,914.46 9,428.66 3.90
2017-18 154 10 1,153,661.60 15,577.00 6.49
2018-19 153 13 1,189,673.64 30,670.31 8.50
TOTAL 1,077 35 $7,702,442.48 $67,964.18 22.79%
______________
Sources: San Joaquin County and City of Stockton as compiled by Willdan Financial Services. Data is as of September 11, 2019 for Teetered Taxable Property and as of December 3, 2019 for hand billed Taxable Property. See “–Assignment and Pledge of CFD Revenues–Manner of Collection” for a description of Teetered and hand billed Taxable Property.
CERTAIN BONDOWNERS’ RISKS
This section provides a general overview of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the 2020 Bonds. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the 2020 Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the 2020 Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value and/or in the marketability of the 2020 Bonds or the ability of the City to make 2020 Installment Payments. There can be no assurance that other risk factors not discussed herein will not become material in the future.
General
The 2020 Installment Payments are payable solely from Net Parking Revenues. If for any of the reasons described below, or for any other reason, the City does not collect sufficient System Revenues to pay Operation and Maintenance Costs, the City will not be obligated to utilize any other of its funds, other than amounts available in the 2020 Reserve Account and certain other amounts on deposit in the funds and accounts established under the 2020 Indenture to pay debt service on the 2020 Bonds. See also “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–2020 Reserve Account.”
ATTACHMENT B
30 Rate Covenant is Not a Guarantee of Sufficient Net Parking Revenues The ability of the Authority to pay the 2020 Installment Payments depends on the ability of the Parking Authority to generate Net Parking Revenues in the levels required by the 2020 Installment Purchase Agreement to pay the principal of and interest on the 2020 Bonds. Although the Parking Authority has covenanted in the 2020 Installment Purchase Agreement to impose rates, fees and charges as more particularly described herein under “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Rate Covenant,” and expects that such rates, fees, and charges will generate Net Parking Revenues in the amounts required by the 2020 Installment Purchase Agreement, there is no assurance that sufficient Net Parking Revenues will result. The covenants of the Parking Authority does not constitute a guarantee that sufficient Net Parking Revenues will be available to pay the 2020 Installment Payments.
System Expenses
There can be no assurance that the projected Operation and Maintenance Costs will be consistent with the descriptions in this Official Statement. Increases in expenses including, but not limited to, labor costs, changes in technology, could require an increase in rates and charges in order to comply with the rate covenant. Increases in Operating and Maintenance Costs could reduce, without corresponding increases in rates and charges could reduce Net Parking Revenues available to make the 2020 Installment Payments.
Parking Demand
There can be no assurance that the demand for Parking will be consistent with the levels contemplated in this Official Statement. A reduction in the demand for parking in the downtown area of the City could require increases in rates or charges in order to comply with the rate covenant in the 2020 Installment Purchase Agreement.
Limited Recourse on Default
If the Parking Authority defaults on its obligation to pay the 2020 Installment Payments or other Parity Obligations, the Trustee has the right to accelerate the total unpaid principal amount of the 2020 Installment Payments outstanding and interest accrued thereon. In the event of a default there can be no assurance that the Parking Authority will have sufficient funds to pay the debt service from Net Parking Revenues. For so long as the 2020 Bonds are outstanding, Parity Obligations, including the 2020 Installment Payments, cannot be accelerated without the prior written consent of the insurer of the 2020 Bonds. The Authority and the Parking Authority may agree with other bond insurers or financial institutions that Parity Obligations cannot be accelerated without the consent of such insurer or financial institution.
Risk Factors Relating to the Parking Facilities
General Operating Risks. Future revenues and expenses relating to the Parking Facilities are generally subject to, among other things, the capabilities of management, demand for parking, [competition from other parking facility providers in the downtown area of the City,] rates, costs, governmental regulation, and other factors, including economic developments in City and changes in the general economy which could adversely affect the revenues of the Parking Authority and, consequently, the availability of Net Parking Revenues available to pay the principal of and interest on the 2020 Bonds.
The future financial condition of the Parking Authority could also be adversely affected by, among other things, legislation, zoning changes, regulatory actions, reduced demand for parking facilities arising from
ATTACHMENT B
31 demographic changes, and a number of other conditions which are unpredictable, including the risk factors set forth herein.
General Real Estate Risks. There are many risks involved in the operation of the Parking Facilities which may substantially affect the generation of Net Parking Revenues. Such risks include possible adverse use of adjoining land, fires or other casualty, condemnation, changes in the demand for such facilities, competing development outside of the downtown area of the City, and general economic conditions.
Risks of Damage and Destruction. If a Parking Facility is damaged or destroyed by earthquake, fire or other events, and such damage or destruction substantially interferes with the operation of such parking garage, the Gross Revenues could be adversely affected. The terms of the 2020 Installment Sale Agreement require the Parking Authority to procure and maintain fire and extended coverage, earthquake insurance (if the City in its discretion determines that earthquake insurance is available on the open market from reputable insurance companies at reasonable cost), business interruption insurance and public liability insurance at certain stated minimum coverage levels on the Parking Facilities while any of the 2020 Bonds are Outstanding. The proceeds of such insurance and the proceeds of any condemnation awards with respect to a parking garage will be deposited into the Insurance and Condemnation Proceeds Fund under the Indenture and used to either repair or replace the damaged, destroyed or taken property, or if the City elects not to repair or replace damaged, destroyed or taken property, to redeem the 2020 Bonds.
Local Economy and Tourism. The transient use of the Parking Facilities is and will be directly related to the level of business, leisure, and shopping activity in the downtown area of the City. The level of business and shopping activity could be adversely affected by a downturn in the general economic condition within the region or the City. To the extent that the regional economy suffers a long-term or severe recession, business, leisure, and shopping activity in the downtown area of the City could decrease significantly, thereby reducing the transient use of the Parking Facilities and the Net Parking Revenues. [Competing Facilities.] [Description, if any - To Come] Constitutional and Statutory Restrictions on Fees and Charges The City is subject to State and federal laws that restrict its operations. Such laws may be amended at any time. Several constitutional and statutory limitations on taxes, revenues and expenditures exist under State law that could limit the ability of the City to impose and rates and charges for its Parking Facilities. A summary of the currently effective limitations is set forth below.
General. On November 5, 1996, California voters approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 added Articles XIII C and XIII D to the State Constitution, which affect the ability of local governments, including charter cities such as the City, to levy and collect both existing and future taxes, assessments, and property-related fees and charges.
Proposition 218, which generally became effective on November 6, 1996, changed, among other things, the procedure for the imposition of any new or increased property-related “fee” or “charge,” which is defined as “any levy other than an ad valorem tax, a special tax or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property related service” (and referred to in this section as a “property-related fee or charge”).
On November 2, 2010, California voters approved Proposition 26, known as the “Supermajority Vote to Pass New Taxes and Fees Act.” Section 1 of Proposition 26 declares that Proposition 26 is
ATTACHMENT B
32 intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIII A and XIII C of the State Constitution. The amendments to Article XIII A limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Proposition 26’s amendments to Article XIII C broadly define “tax,” but specifically exclude, among other things:
(i) A charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege. (ii) A charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.
(iii) A charge imposed as a condition of property development. (iv) Assessments and property-related fees imposed in accordance with the provisions of Article XIII D.
Property-Related Fees and Charges. Under Article XIII D, before a municipality may impose or increase any property-related fee or charge, the entity must give written notice to the record owner of each parcel of land affected by that fee or charge. The municipality must then hold a hearing upon the proposed imposition or increase at least 45 days after the written notice is mailed, and, if a majority of the property owners of the identified parcels present written protests against the proposal, the municipality may not impose or increase the property-related fee or charge.
Further, under Article XIII D, revenues derived from a property-related fee or charge may not exceed the funds required to provide the “property-related service” and the entity may not use such fee or charge for any purpose other than that for which it imposed the fee or charge. The amount of a propertyrelated fee or charge may not exceed the proportional cost of the service attributable to the parcel, and no property-related fee or charge may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question.
Initiative Power. In addition, Article XIII C states that “the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge. The power of initiative to affect local taxes, assessments, fees and charges shall be applicable to all local governments and neither the Legislature nor any local government charter shall impose a signature requirement higher than that applicable to statewide statutory initiatives.” Parking Facility Rates and Charges. The Parking Authority believes the rates and charges for the Parking Facilities do not constitute “taxes” under Article XIII C as revised by Proposition 26 because, as described in subsection 1(e)(7) of Article XIII C, they are “property-related fees imposed in accordance with the provisions of Article XIII D” (and are also charges for a “property-related service” as defined in subsection 2(g) of Article XIII D) and because, as described in subsection 1(e)(2) of Article XIII C, they are charged for parking, “a specific government service or product provided directly to the payor that is not provided to those not charged.”
The Parking Authority and the City cannot predict the future impact of Proposition 218 on the finances of the Parking Authority, and no assurance can be given that, due to subsequent interpretations of Proposition 218 by the courts, Proposition 218 will not have a material adverse impact on the Net Parking
ATTACHMENT B
33 Revenues of the Parking Authority. The Parking Authority and the City believe that they have complied with the required procedures in connection with establishing and imposing parking rates and charges.
Climate Change
The adoption by the State of the California Global Warming Solutions Act of 2006 (AB 32) and subsequent companion bills demonstrate the commitment by the State to take action and reduce greenhouse gases (“GHG”) to 1990 levels by 2020 and 80% below 1990 levels by 2050. The State Attorney General’s Office, in accordance with SB 375, now requires that local governments examine local policies and large-scale planning efforts to determine how to reduce greenhouse gas emissions.
Additionally, in 2006, the State adopted Senate Bill No. 32, which established a revised Statewide GHG emission reduction target of 40% below 1990 levels by 2030.
Following the adoption of its 2035 General Plan, which outlined development goals and stipulations for the reduction of City-wide GHG emissions, the City was sued by the Sierra Club alleging that the City had violated CEQA in approving the 2035 General Plan. In order to avoid further litigation, in October 2008, the City entered into a settlement agreement with the Sierra Club and the Attorney General, who also raised concerns about the adequacy of the EIR under CEQA, including but not limited to the failure of the EIR to incorporate enforceable measures to mitigate GHG emission impacts that would result for the adoption of the 2035 General Plan. The settlement agreement required the City to address GHG reductions in a variety of ways, including through the preparation of a Climate Action Plan (discussed below) and programs to support the development of 18,400 new housing units within the City as it existed in 2008 with at least 4,400 of those units located within the greater downtown area. As a result, the City enacted the Envision Stockton 2040 General Plan (the “2040 General Plan”) on December 4, 2018. The 2040 General Plan represents substantial changes in policy framework for future development in the City compared to the 2035 General Plan, with a fundamental shift from emphasizing growth in “outfill” areas on the periphery of the City to focusing new construction and redevelopment in existing “infill” neighborhoods. A copy of the 2040 General Plan is available on the City’s website.
During the development of its Climate Action Plan (a “CAP”), the City evaluated the effect of the State’s reduction measures and evaluated a wide range of potential local GHG reduction measures to examine the feasibility, cost, and benefits of potentially meeting the interim reduction target. Although technically feasible to meet the interim reduction target, it was City’s judgment that meeting the target would require some measures or actions that were infeasible under then-current economic conditions in the City, would result in short- and near-term financial impacts that could affect economic recovery in the City, and would affect the ability of the City to invest in energy efficiency and other GHG reduction strategies in the long run.
The City designed the CAP to rely, for the most part, on voluntary, incentive-based measures for existing development, flexible performance-based measures for new development, and only uses mandatory measures for new development where required by prior State or local mandates (such as for water conservation) or where advantageous to the City. By providing flexibility, the intent is that the City government, residences, and businesses would employ the most cost-effective methods to reduce GHG emissions.
The City approved a CAP on December 2, 2014 that includes an interim GHG emissions reduction goal for the purposes of initial CAP development of 15% below 2005 levels by 2020, and the City certified the Final EIR for the 2040 General Plan on December 4, 2018.
Climate change concerns are leading to new laws and regulations at the federal, State and local levels. Research suggests that the State will experience hotter and drier conditions, reductions in winter
ATTACHMENT B
34 snow and increases in winter rains, sea level rise, significant changes to the water cycle, increased occurrences of extreme and unpredictable weather events, and increased catastrophic wildfires and severity of flood events. See also “–Risk of Earthquake and Other Natural Disasters–Flooding.” The compound impacts of which will affect economic systems throughout the State, including within the City.
The City is unable to predict the impact that such laws and regulations, if adopted, and the effects of climate change will have on the Net Parking Revenues, however, the effects could be material.
Risk of Earthquake and Other Natural Disasters
Earthquake. There are several active geological faults in the State that have potential to cause serious earthquakes that could result in damage within the City to the Parking Facilities, buildings, roads, bridges, and other property. The City is located in a zone 3 seismic area. Seismic zones aid in identifying and characterizing certain geological conditions and the risk of seismic damage at a particular location, and are used in establishing building codes to minimize seismic damage. The five seismic zones are:
zone 0 (no measurable damage), zone 1 (minor damage), zone 2 (moderate damage), zone 3 (major damage) and zone 4 (major damage and greater proximity than zone 3 to certain major fault systems).
While the City is not located in any existing special study zone delineated by the State Division of Mines and Geology as an area of known active faults, it is possible that new geological faults could be discovered in the area and that an earthquake occurring on such faults could result in damage of varying degrees of seriousness to property and infrastructure in the City, including the Parking Facilities.
In the event of a severe seismic event in or around the City, there could be substantial damage to the Parking Facilities resulting in a reduction of Net Parking Revenues. Such reduction of Net Parking Revenues could have a material adverse effect on the City’s ability to make timely payments of 2020 Installment Payments with respect to the 2020 Bonds.
Flooding
General. The City is located within the San Joaquin Valley, and as a result, is subject to flooding.
Levees protect much of the City from potential flooding threats. The design and scope of these levees are subject to review by the Federal Emergency Management Agency (“FEMA”), which periodically issues Flood Insurance Rate Maps (“FIRMs”), and the State which has imposed additional flood risk considerations through the State of California Central Valley Flood Protection Act of 2008. See “–Senate Bill 5.”
Past flooding disasters, such as Hurricane Katrina and Superstorm Sandy, resulted in FEMA reevaluating local flood risk and protection requirements, and in 2009, FEMA completed a comprehensive update of the FIRMs for San Joaquin County, including all the incorporated cities in the County, under the Map Modernization Program. The final FIRM placed approximately 5,000 parcels in the County within a 100-year floodplain and decertified the Smith Canal, a man-made backwater slough of the San Joaquin River adjacent to the Sacramento-San Joaquin Delta located in the central part of the City. The downtown area of the City that is protected by levees providing 100-year flood protection.
Senate Bill 5. The State of California Central Valley Flood Protection Act of 2008, commonly referred to as SB 5, adds additional flood risk considerations for land use planning and sets a higher, 200- year level of flood protection for the Sacramento-San Joaquin Valley. A 200-year flood event statistically occurs on average once every 200 years or has a 0.5% chance of occurring in any given year.
A 200-year floodplain map has been developed for the Stockton area showing anticipated depth of flooding throughout the Stockton metropolitan area. This map includes a significant portion of the
ATTACHMENT B
35 western side of the City near Interstate 5 and some areas in the central and eastern side of the City that would experience flooding during a 200-year flood event.
Pursuant to SB 5, cities and counties within the Central Valley, including the City, were required to amend their General Plans by July 2, 2015 and amend their zoning ordinances by July 2, 2016 to provide for this “urban level of flood protection.”
In June 2015, the City Council adopted amendments to the General Plan to comply with SB 5.
The amendments included, among other things, increased building setbacks for flood fighting along levees, requirements to elevate buildings above the floodplain or use flood-resistant building materials for development in areas identified as flood hazard zones on federal flood maps, and streamlining the process of making specific findings for development of residential and commercial land uses.
The City is participating in a joint exercise of powers authority with other communities to finance and construct the improvements necessary to satisfy the 200-year floodplain requirement. These levee improvements are being undertaken by the United States Army Corp of engineers under Congressional authorization and are being funded from a combination of federal grants, bonds secured by assessments levied within various flood control districts, and impact fees and other financial requirements imposed on developers in certain areas.
The City does not believe that the costs of maintaining 100-year floodplain status and achieving compliance with the 200-year floodplain requirement of SB 5 will materially impact the ability or willingness of customers to patronize the Parking Facilities. There can be no assurance that FEMA will not revise its maps in a manner that jeopardizes the City’s existing 100-year floodplain status.
Risk Management and Insurance
The Deputy Director of Human Resources of the City serves as the City’s Risk Manager, who oversees City personnel that handle claims and loss control activities, for the prevention and mitigation of property, liability, and employee claims for injury or damage. The City has maintained a program of selfinsurance for many years. The City participates in two public entity insurance risk pools: the California Joint Powers Risk Management Authority (“CJPRMA”) and the California State Association of CountiesExcess Insurance Authority (CSAC-EIA) for various risk pooling and financing. For Fiscal Year 2019-20, excess pooled coverage for the self-insured general liability program is provided through the CJPRMA with an excess policy limit of $40,000,000 subject to a self-insured retention (SIR) of $1,000,000; auto damage coverage is provided through Alliant Insurance Company and has a policy deductible of $25,000 per claim; and property coverage is provided through an insured program with CJPRMA with a deductible of $250,000 per occurrence (excluding earthquake damage to any of its facilities). The Parking Facilities are covered by the CJPRMA and CSAC-EIA Insurance Programs.
Limitations on Remedies
The ability of the Parking Authority to comply with its covenants under the 2020 Installment Purchase Agreement and to generate Net Parking Revenues sufficient to pay principal of and interest on the 2020 Bonds may be adversely affected by actions and events outside of the control of the City and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or persons obligated to pay assessments, fees and charges. See “–Constitutional and Statutory Restrictions on Fees and Charges; Change in Law.” Furthermore, the remedies available to the owners of the 2020 Bonds upon the occurrence of an event of default under the 2020 Installment Purchase Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.
ATTACHMENT B
36 In addition, enforcement of remedies may be limited by equity principles; the exercise by the United States of America of the powers delegated to it by the Federal constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose.
Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the 2020 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitations, or modification of their rights.
In addition to the limitations on remedies contained in the 2020 Installment Purchase Agreement, the rights and obligations under the 2020 Installment Purchase Agreement may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against cities in the State. The opinion delivered by Bond Counsel, in connection with the issuance of the 2020 Bonds, is subject to such limitations. See APPENDIX G–“PROPOSED FORM OF OPINION OF BOND COUNSEL.” In the event the City fails to comply with its covenants under the 2020 Installment Purchase Agreement or the Authority fails to pay principal of and interest on the 2020 Bonds, there can be no assurance of the availability of remedies adequate to protect the interest of the holders of the 2020 Bonds.
Cybersecurity
The City and the Parking Facilities, like many other public and private entities, rely on computer and other digital technology and systems to conduct its operations. The City and its departments, including the Parking Authority, are potentially subject to multiple cyber threats including, but not limited to, hacking, viruses, malware, ransomware, and other attacks on computers and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to City systems for the purposes of misappropriating assets or information or causing operational disruption or damage. The City has adopted security awareness training, incident response reporting protocols, and security policies, which are reviewed annually, to identify potential vulnerabilities and proactively mitigate them. The City maintains insurance coverage for cyber threat losses if a successful breach occurs, however, the City makes no representation that such insurance would be sufficient to cover all losses in the event of a material and sustained cyber breach. There have been, however, only limited cyber-attacks on the computer systems of the City and the Parking Authority. [Confirm] No assurances can be given that the security and operational control measures of the City and the Parking Authority will be successful in guarding against any and each cyber threat and attack. The results of any attack on the computer and information technology systems of the City could have a material adverse impact on the operations and finances of the City and the Parking Authority and damage the digital networks and systems. The resulting impacts on the operations of the City and of the Parking Authority and the costs of remedying any such damage could be material and result in a delay of payments of the 2020 Installment Payments or the ability of the City to comply with its reporting obligations under the Continuing Disclosure Certificate.
Bankruptcy
The Parking Authority, being an enterprise department of the City, likely cannot itself file for bankruptcy. While an involuntary bankruptcy petition cannot be filed against the City, the City is authorized to file for bankruptcy under certain circumstances. Should the City file for bankruptcy, there could be adverse effects on the holders of the 2020 Bonds.
ATTACHMENT B
37 To the extent that Net Parking Revenues are “special revenues” under the United States Bankruptcy Code (the “Bankruptcy Code”), then Net Parking Revenues collected after the date of the bankruptcy filing should be subject to the lien of the 2020 Installment Purchase Agreement. If any or all of the Net Parking Revenues are determined not to be “special revenues,” then any such amounts collected after the commencement of the bankruptcy case will likely not be subject to the lien of the 2020 Installment Purchase Agreement. The holders of the 2020 Bonds may not be able to assert a claim against any property of the City other than the Net Parking Revenues, and if any or all of the Net Parking Revenues are no longer subject to the lien of the 2020 Installment Purchase Agreement, then there may be limited, if any, funds from which the holders of the 2020 Bonds are entitled to be paid.
The Bankruptcy Code provides that “special revenues” can be applied to necessary operating expenses of the project or system, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. It is not clear precisely which expenses would constitute necessary operating expenses, and any definition in the transaction documents may not be applicable.
If the City is in bankruptcy, the parties (including the Trustee and the holders of the 2020 Bonds) may be prohibited from taking any action to collect any amount from the City or to enforce any obligation of the City, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the 2020 Bonds from funds in the Trustee’s possession. The rate covenants (see “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Rate Covenant”) may not be enforceable in bankruptcy by the Trustee or the holders of the 2020 Bonds.
Net Parking Revenues are deposited with and in the City Treasury and may be commingled with other City funds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.” If the City goes into bankruptcy, the City may not be required to turn over to the Trustee any Net Parking Revenues that are in its possession at the time of the bankruptcy filing. In addition, if the City has possession of Net Parking Revenues (whether collected before or after commencement of the bankruptcy) and if the City does not voluntarily turn over such Net Parking Revenues to the Trustee, it is not clear what procedures the Trustee and the holders of the 2020 Bonds would have to follow to attempt to obtain possession of such Net Parking Revenues, how much time it would take for such procedures to be completed, or whether such procedures would ultimately be successful.
The City may be able to borrow additional money that is secured by a lien on any of its property (including the Net Parking Revenues), which lien could have priority over the lien of the 2020 Installment Purchase Agreement, or to cause some of the Net Parking Revenues to be released to it, free and clear of lien of the 2020 Installment Purchase Agreement, in each case as long as the bankruptcy court determines that the rights of the Trustee and the holders of the 2020 Bonds will be adequately protected.
If the City is in bankruptcy it may be able, without the consent and over the objection of the Trustee and the holders of the 2020 Bonds, to alter the priority, interest rate, principal amount, payment terms, collateral, maturity dates, payment sources, covenants, and other terms or provisions of the Indenture, 2020 Installment Purchase Agreement, and the 2020 Bonds, or the 2020 Installment Payments, as long as the bankruptcy court determines that the alterations are fair and equitable.
There may be delays in payments on the 2020 Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the City that could result in delays or reductions in payments on the 2020 Bonds, or result in losses to the holders of the 2020 Bonds.
Regardless of any specific adverse determinations in a City bankruptcy proceeding, the fact of a City bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2020 Bonds.
ATTACHMENT B
38 The City invests Net Parking Revenues in the City Pool. Should those investments suffer losses, Net Parking Revenues may be lower than expected, and there may be delays or reductions in payments on the 2020 Bonds.
Secondary Market
There can be no guarantee that there will be a secondary market for the 2020 Bonds or, if a secondary market exists, that the 2020 Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. [Risks Associated with Bond Insurance]
[In the event of default of the payment of principal or interest with respect to the 2020 Bonds when all or some becomes due, any owner of the 2020 Bonds shall have a claim under the Policy for such payments. See “BOND INSURANCE” and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.” However, in the event of any acceleration of the due date of such principal by reason of optional redemption or acceleration resulting from default or otherwise, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such acceleration. The Policy does not insure against redemption premium, if any. The payment of principal and interest in connection with optional prepayment of the 2020 Bonds by the Authority which is recovered by the Authority from the bond owner as a voidable preference under applicable bankruptcy law is covered by the insurance policy, however, such payments will be made by the Bond Insurer at such time and in such amounts as would have been due absence such prepayment by the Authority unless the Bond Insurer chooses to pay such amounts at an earlier date.
Under most circumstances, default of payment of principal and interest does not obligate acceleration of the obligations of the Bond Insurer without appropriate consent. The Bond Insurer may direct and must consent to any remedies and the consent of the Bond Insurer may be required in connection with amendments to any applicable bond documents.
In the event the Bond Insurer is unable to make payment of principal and interest as such payments become due under the Policy, the 2020 Bonds are payable solely from the moneys received pursuant to the applicable bond documents. In the event the Bond Insurer becomes obligated to make payments with respect to the 2020 Bonds, no assurance is given that such event will not adversely affect the market price of the 2020 Bonds or the marketability (liquidity) for the 2020 Bonds.
The long-term insured rating on the 2020 Bonds is dependent in part on the financial strength of the Bond Insurer and its claim paying ability. The financial strength and claims paying ability of the Bond Insurer are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and of the ratings on the 2020 Bonds insured by the Bond Insurer will not be subject to downgrade and such event could adversely affect the market price of the 2020 Bonds or the marketability (liquidity) for the 2020 Bonds. See “RATINGS.” The obligations of the Bond Insurer are contractual obligations and in an event of default by the Bond Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.
ATTACHMENT B
39 None of the Authority or the Underwriter have made independent investigation into the claims paying ability of the Bond Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the Authority to pay principal and interest on the 2020 Bonds and the claims paying ability of the Bond Insurer, particularly over the life of the investment. See “BOND INSURANCE” for further information provided by the Bond Insurer and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY” for the Policy, which includes further instructions for obtaining current financial information concerning the Bond Insurer.] Initiatives; Changes in Law
In recent years several initiative measures have been proposed or adopted which affect the ability of local governments to increase taxes and rates. Proposition 2018 which added Article XIII C and Article XIII D to the State Constitution was adopted as a measure that qualified for the ballot through California’s initiative process. From time to time, other initiative measures could be adopted, which may place further limitations on the ability of the State, the City, or local districts to increase revenues or to increase appropriations which may affect the City’s revenues or its ability to expend its revenues. There is no assurance that the electorate or the State Legislature will not at some future time approve additional limitations which could affect the ability of the Parking Authority to implement rate increases which could reduce Net Parking Revenues and adversely affect the security for the 2020 Bonds.
CITY
City is a municipal corporation and charter city incorporated in 1850. The City is the county seat of San Joaquin County and is located in California San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 345 miles north of Los Angeles and 45 miles south of Sacramento. San Joaquin County is bounded by Sacramento County on the north, Stanislaus County on the south, Contra Costa County and Alameda County on the west and Amador County, Calaveras County and Stanislaus County on the east.
Certain economic and demographic information with respect to the City is contained in APPENDIX A–“GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE CITY OF STOCKTON.” This information concerning the City is presented as general background information only. The 2020 Bonds are secured solely by the 2020 Installment Payments and funds and accounts established under the 2020 Indenture, and not by the general fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
THE AUTHORITY
The Authority was created by a Joint Exercise of Powers Agreement, dated June 18, 1990 (the “JPA Agreement”), between the City and the former Redevelopment Agency of the City of Stockton.
The JPA Agreement was entered into pursuant to the Joint Exercise of Powers Act, Chapter 5 of Division 7 of Title 1 of the Government Code of the State. The Authority was created for the purpose of facilitating the financing or refinancing public improvement facilities within the City.
Pursuant to the terms and conditions of an Associate membership Agreement, dated as of _______ 1, 2020 (the “Associate Membership Agreement”), by and between the Authority and the Parking Authority, the Parking Authority is an Associate member of the Authority. The purpose of the Associate Membership Agreement is to facilitate financing of the acquisition by the Parking Authority of
ATTACHMENT B
40 Public Improvements (as defined in the JPA Agreement}necessary for the governmental operation of the Parking Authority.
THE PARKING AUTHORITY
The Parking Authority is a public body established by the City Council by the Parking Authority Resolution No. 2013-12-17-1209 adopted by the City Council of the City on December 17, 2013 pursuant to the State Streets and Highways Code to operate, maintain and construct the parking facilities in the downtown area of the City. The Parking Authority was established by the City in 2013 as part of the City’s Settlement of its obligations with respect to the 2004 Parking Bonds. “See “PLAN OF FINANCE – Background.”
The Mayor and the City Council of the City serve as the Chair and Members of the Parking Authority. All revenues derived from the operation of the Parking Facilities are collected by the City on behalf of the Parking Authority and are deposited into the [Parking Enterprise Fund], which is operated as an enterprise fund of the City within the Economic Development Department.
For Fiscal Year 2019-20, the Parking Authority has five budgeted full-time equivalent employees.
The Parking Authority also receives services from other departments within the City, including engineering, administration, construction, development and environmental control.
PARKING FACILITIES
Description
The City long operated parking facilities in the downtown area including open parking lots, parking garages and on-street parking facilities. The Parking Authority also operates parking meters in the downtown and nearby areas. The City’s downtown features a movie theatre, as well as other visitor attractions such as a minor league ballpark, arena, and marina which offer a variety of activities, requiring a comprehensive and customer focused approach to parking.
Parking Facilities consist of [103] on-street pay-by-plate machines that accept coins and credit cards, five parking garages, 11 surface parking lots and five leased parking lots.
A total of 6,295 parking spaces consisting metered parking (1,200 spaces ), Parking Authority owned garages and lots (4,232 spaces), and City leased lots (863 spaces) cover an approximately 10 square block area of the downtown area of the City. For the location of the garages and lots, see the map on page __.
ATTACHMENT B
41 Parking Garages and Lots. The majority of the parking spaces are owned by the Parking Authority. A summary description of each parking facility and the location is summarized below:
Table 8
City of Stockton Parking Authority
Parking Facilities
Facility Name Location
Total
Spaces Use
Hourly
Rate
Monthly
Rate
Event
Rate
Parking Meters Various Downtown Area Locations 1,200 $1Parking Authority Owned Garages Arena Garage 310 W Fremont Street 591 Event Garage 2 $35 Channel Garage 350 East Channel Street 331 Pay Garage Monthly only 2 75 Coy Garage 103 North Hunter Street 569 Public Monthly & Hourly 2 75Market Garage 430 East Market Street 782 Public Monthly & Hourly 2 75SEB Garage 15 North El Dorado Street 721 Public Monthly & Hourly 2 75 Subtotal Garages 2,994
Parking Authority Owned Lots
Civic Lot 601 & 603 North Center Street 102 Free Lot, Pay per Event 2 __ Edison Lot 425 North Edison Street 160 Pay per Event 2 10 Fremont East Lot 205-345 West Fremont Street 133 Pay per Event 2 15Fremont West Lot 401-447 West Fremont Street 50 Pay per Event 2 15Lot F 359 East Market Street 78 Pay Public Lot 2 55 Lot J 29 North California Street 41 Pay Public Lot 2 55Lot/Garage K 31 North American Street 37 Pay Public Lot 2 75Lot L 24 North American Street 90 Pay Public Lot 2 47Lot Z 345 North Hunter Street 40 City Staff Only 2 Free North Lot 404 West Fremont Street 182 Pay per Event, Ports & Heat use during games 2 15 West Lot 300 West Harrison Street 325 Port’s Primary users, Pay per Event 2 15 Subtotal Lots 1,238
SUBTOTAL PARKING AUTHORITY OWNED PARKING 5,432
Leased Parking
Lot N S side of Washington between Hunter & San Joaquin 124 Permit Lot 2 56 Lot O S side of Washington between San Joaquin & Sutter 226 Pay Public Lot 2 44 Lot R S side of Washington between California & American 287 Permit Lot 2 44 Lot S S side of Washington between Sutter and California 90 Reserved Lot 2 44 EDD Lot W side of Commerce between Oak & Fremont 136 Reserved Lot, Pay per Event 2 15 SUBTOTAL LEASED PARKING 863TOTAL SPACES AND METERS 6,295 _______________ Source: Parking Authority.
ATTACHMENT
B
42 The following is a location map of the Downtown Parking garages and lots operated by the Parking Authority. [Revised map in process]
ATTACHMENT
B
43 Parking Meters
Parking at meters is enforced, Monday through Friday, from 9 a.m. to 6 p.m. Meters have limits ranging from 30 minutes to 10 hours, depending on the location; signs are posted to indicate limitation.
Effective September 1, 2015, use of PayPal and credit cards to purchase time on parking meters using a cell phone mobile app became available. Meters are marked with stickers displaying the website address to download the app toll-free number. [Currently, coins can also be used in meters.] [City to Confirm] During Fiscal Year 2016-17 through Fiscal Year 2017-18 more nearly 1,600 coin-only parking meters in the downtown area were stolen or vandalized. The theft of the meters resulted in a loss of approximately $700,000 in revenues to the Parking Authority. In [Month] 2019, the City completed the replacement of the coin-only meters with the 105 pay-by-plate parking machines, so called “smart meters.” These smart meter pay stations are [solar powered]. [Describe acquisition costs] Management of the Parking Facilities
The Parking Facilities are managed by SP Plus Corporation (the “Parking Operator”) pursuant to the terms and conditions of a _________, dated ______ (the “Parking Agreement”) by and between the Parking Operator and the Parking Authority. The Parking Operator is responsible for and manages all parking (garages, lots, and meters) in the Downtown area of the City and is responsible [for managing, operating, and administering the Parking Facilities; collecting revenue; maintaining the Pay-by-plate parking systems; administering the monthly and residential parking permits; customer service, coordinating parking matters for juror parking, with local businesses, and for events; and providing advisory services to the Parking Authority, including recommendations on rates, service enhancements, and implementation of municipal parking “best practice.”] [Summary of current compensation agreement. – To Come] The term of the Parking agreement expires on _______, 2019. [City to Review and Update]
On October 24, 2019, the City issued a Request for Proposals to qualified parking management firms to manage, operate, and administer the Parking System for an initial term of five-years, with up to two, three-year extensions. Proposals are due no later than December 5, 2019 and the City expects to award the contact [to the lowest responsible bidder] in late January 2020, with a contract commencement date of April 1, 2020. The responsibilities of the new parking operator are expected to be substantially similar to those in the current Parking Agreement.
The Parking Authority receives administrative and overhead support services from the [Economic Development Department] of the City and the City and is charged for these services through an interdepartmental cost allocation system.
Capital Improvement Program
The City maintains a five-year capital plan (the “CIP”) for the budgeting and planning of public projects throughout the City. The adoption of the Citywide CIP is governed by the City Charter. The CIP is updated annually by the City Council based upon available funding sources, anticipated capital needs and project priority.
The most recent CIP for 2019-2024 includes approximately $500,000 in Parking Facilities projects, excluding the 2020 Improvements [and projects for which funds have already been appropriated but have not been expended]. The Parking Authority expects to fund the Parking Facilities projects included in the CIP for 2019-2024 with Parking Revenues available after the payment of Operation and Maintenance Costs, and the 2020 Installment Payments. [Confirm]
ATTACHMENT B
44 Employee Benefits
The City contributes to two pension plans on behalf of Parking Facilities employees: The Miscellaneous Plan of the City of Stockton (the “Miscellaneous Plan”), an agent multiple–employer defined benefit plan administered by the California Employees’ Retirement System (“CalPERS”) and the City of Stockton Retirement Enhancement Plan (the “REP”) administered by Public Agency Retirement Services (“PARS”), a multiple-employer agency trust that acts as a common investment and administrative agent for participating public entities in the State.
General. Substantially all full-time City employees, including the five employees of the Parking Authority, are eligible to participate in retirement benefit plans through a contract with the CalPERS.
CalPERS provides retirement, disability, and death benefits to plan members and beneficiaries. CalPERS benefits are payable monthly for life in an amount equal to a certain percent of the employees highest annual salary. Benefit provisions and all other requirements are established by contract with CalPERS, State statue, and City ordinance. CalPERS acts as a common investment and administrative agent for participating public entities within the State. CalPERS is a contributory plan deriving funds from employee contributions as well as from employer contributions and earnings from investments.
The REP is a closed retirement plan that provides retirement benefits for Stockton MUD employees for the period when they worked for OMI-Thames Water Stockton, Inc. to cover retirement benefits between 2003 and 2008. See “–PARS Retirement Enhancement Plan.” California Public Employees’ Retirement System. The following information concerning the California Public Employees’ Retirement System is excerpted from publicly available sources, which the City believes to be accurate. CalPERS is not obligated in any manner for payment of debt service on the 2020 Bonds and the assets of CalPERS are not available for such payment. CalPERS should be contacted directly at California Public Employees’ Retirement System, Lincoln Plaza Complex, 400 Q Street, Sacramento, California 95814, Telephone: 888-225 7377 for other information, including information relating to its financial position and investments.
Set forth below is information with respect to the Miscellaneous Plan for the entire City.
CalPERS does not prepare nor are separate reports available for the Parking Authority. The City can only allocate costs of the Miscellaneous Plan to the Parking Authority to the extent such costs are allocable to employees of the Parking Authority.
The Miscellaneous Plan is available to full-time employees not enrolled in the Safety Plan. Parttime employees must meet specific criteria for participation. Parking employees are eligible for service or normal retirement at age 55 or older with a minimum of five years CalPERS service. The contribution requirements of the plan members and the City are established by CalPERS and may be amended.
For Fiscal Year 2019-20, there are a total of 936 budgeted full-time equivalent City employees participating in the Miscellaneous Plan of which five (or approximately 0.53%) were employed by the Parking Authority.
ATTACHMENT B
45 Benefits Provided. CalPERS provides service retirement and disability benefits, the annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. The provisions and benefits for the Miscellaneous Plan in effect at June 30, 2016, are summarized as follows:
Miscellaneous Plan
Hire Date Prior to January 1, 2014 After January 1, 2014 Benefit Vesting Schedule 5 years service 5 years service Benefit Formula Tier I: 2% @ 55 years of age
Tier II: 2% @ 60 years of age
2% @ 62 years
Benefit Payments monthly for life monthly for life
Required Employee Contribution Rates 7.00% 6.25%
Required Employer Contribution Rates 23.859% 23.859%
____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2019.
Employees Covered. At June 30, 2017 the following Miscellaneous Plan employees were covered under benefit terms:
Inactive employees or beneficiaries currently receiving benefits 1,413 Inactive employees entitled to but not yet receiving benefits 552 Active employees 970
TOTAL 2,935
Contributions. The City establishes rates based on an actuarially determined rate recommended by an independent actuary. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by the employee during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2018, the total Miscellaneous Plan employer contribution rate was 25.084% of wages and for Fiscal Year 2018-19, the employer contribution rate is estimated to be 26.652% using a discount rate of 7.375%. See “–Discount Rate.”
Net Pension Liability. The City’s net pension liability was measured as of June 30, 2015, using an annual actuarial valuation as of June 30, 2014, rolled forward to June 30, 2015, using standard update procedures.
ATTACHMENT B
46 Actuarial Assumptions. The total pension liability on June 30, 2014, the actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement:
Miscellaneous Plan
Valuation Date 6/30/2015
Measurement Date 6/30/2016
Actuarial Cost Method Entry-Age Normal Cost Method
Actuarial Assumptions:
Discount Rate 7.65%
Inflation 2.75%
Payroll Growth 3.00%
Projected Salary Increase Varies(1)
Investment Rate of Return 7.50%(2)
Mortality see note(3)
_____________
(1) Depending on age, service and type of employment
(2) Net of pension plan investment expenses, including inflation (3) The mortality table used was developed based on CalPERS specific data. The table includes 20 years of mortality improvements using Society of Actuaries BB. For more details on this table, refer to the 2014 experience study report.
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2018.
The actuarial assumptions used on June 30, 2014, valuation were based on the results of an actuarial experience study for the period from 1997 to 2011. The actuarial experience study can be obtained by contacting CalPERS.
Discount Rate. The discount rate used to measure the total pension liability was 7.65%. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the current contribution rate and that the City contributions will be made at rates equal to the difference between actuarially determined contribution rates and the employee rate. Based on those assumptions, the pension plan’s fiduciary net position was projected to be available to make all projected future benefit payments of currently active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability.
The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.
ATTACHMENT B
47 The target allocation and best estimates of real arithmetic rates of return for each major asset class are summarized in the following table:
Miscellaneous Plan
Asset Class
New Strategic
Allocation
Real Return
Years
1-10(a)
Real Return
Years
11+(b)
Global Equity 51.9% 5.25% 5.75%
Global Fixed Income 20.3 0.99 2.43
Inflation Sensitive 6.0 0.45 3.36
Private Equity 9.0 6.83 6.95
Real Estate 10.8 4.50 5.13
Infrastructure and Forestland 0.5 4.50 5.09
Liquidity 1.5 (0.55) (1.05)
TOTAL 100.0%
____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2018.
On December 21, 2016, the CalPERS Board of Adminisration lowered the discount rate from
7.50% to 7.00% using a three year phase-in beginning with the June 30, 2016 actuarial valuations. The discount rate will be 7.25% for the 2017 valuation and 7.00% for the 2018 valuation.
Changes in the Net Pension Liability. As of June 30, 2016, after employer contributions of $13,879,482, employee contributions of $3,971,482, and investment income of $2,491,249, the Net Pension Liability for the Miscellaneous Plan increased to $162,194,089 from $133,763,663 as of June 30, 2015. Details in the changes in Net Pension Liability are presented in Note 11 of the City’s Fiscal Year 22017-28Comprehensive Annual Financial Report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.” Sensitivity of the Net Pension Liability to Changes in the Discount Rate. The following table presents the Net Pension Liability of the City for the Miscellaneous Plan, calculated using the discount rate of 7.65%, as well as what the Net Pension Liability of the City would be it were calculated using a discount rate that is one-percentage point lower (6.75%) or one-percentage point higher (8.75%) than the current rate.
Miscellaneous Plan
1% Decrease Current Discount 1% Increase
Rate = 6.65% Rate = 7.65% Rate = 8.65%
Net pension liability $247,563,708 $162,194,089 $91,400,450 ____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2019.
Miscellaneous Plan Fiduciary Net Position. Detailed information about the fiduciary net position for the Miscellaneous Plan is available from CalPERS in the separately issued CalPERS financial report.
Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions.
Information on the deferred outflows of resources and deferred inflows of resources related to pensions for the Miscellaneous Plan is presented in Note 11 of the City’s Fiscal Year 2016-17 Comprehensive
ATTACHMENT B
48 Annual Financial Report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
Health Insurance Premiums. The Parking Authority also provides health benefits to certain employees and their dependents for medical, dental and vision care. For Fiscal Years 2016-17, 2017-18, and 2018-19, the Parking Authority paid premiums in the amount of $_______, _______, and $_______, respectively for Parking Authority employees. For Fiscal Year 2019-20, the amount paid for premiums for Parking Authority employees is budgeted to be $614,796. Each employee and dependent is covered by a life insurance policy and the employee also is covered by a long-term disability policy.
Post Employment Health Care Benefits. The Parking Authority does not provide postemployment health care benefits to its retirees, and does not have any liability listed in its financials to account for such a benefit.
PARKING AUTHORITY FINANCES
Rate Setting, Fines, Enforcement, and Collection Procedures Rate Setting. The City Council establishes the maximum rates that can be charged by the Parking Authority. The Parking Authority has the discretion to fix, alter, change, amend or revise any rates, fees, and charges related to the Parking Facilities within the parameters established by the City Council. Annual rates are set as part of the City’s annual budget approval process. No other governmental authority, board, body or commission has jurisdiction over or is required to approve the parking rates established by the City Council. [Parking Authority to Review] [Additional Details – To Come]
Enforcement. All proceeds from enforcement of parking violations in the Parking Facilities are deposited in the Parking Authority fund. The City contracts with a third party vendor to process parking violations. Payment of citations can be made online through the third party processor or in person at City, or are collected by the Department of Motor Vehicles through fines added to annual vehicle registration or by the Franchise Tax Board through annual assessments [Explanation to come] Collections. All revenues generated by the Parking Facilities are collected by the Parking Operator and deposited daily in __________. Pursuant to the Parking Agreement, the Parking Operator is required to transfer all Parking Revenues, net of its [Administration Fee] no later than each ______ to the Parking Authority. See “–Management of the Parking Facilities.” For a description of the levy, collection, and enforcement of the CFD Revenues, see “THE PARKING CFD.” [Over the last several years] / [From Fiscal Year ____ to Fiscal Year ____], parking operations and revenues were challenged by maintenance and operations issues, staffing and enforcement challenges and revenue on-street, declines.
ATTACHMENT B
49 Revenues by Parking Facility A summary of Parking Revenues by Facility for Fiscal Years 2014-15 through 2018-19 and budgeted for Fiscal Year 2019-20 is set forth below . For a location map of each Parking Facility see the map on page __.
Table 9
City of Stockton Parking Authority
Revenues by Parking Facility
Name Facility 2014-15 2015-16 2016-17 2017-18 2018-19
Budget
2019-20
Parking Authority Owned ParkingParking Meters(1) $460,734 $548,849 $362,143 $55,618 $149,787 $500,000 Arena Garage 315,585 316,368 328,522 274,504 354,657 335,000 Channel Garage 241,038 337,718 294,333 262,718 274,423 319,700 Coy Garage 880,794 926,772 885,107 872,073 885,747 897,979 Market Garage 402,558 677,455 670,559 591,917 593,587 663,804 Stewart-Eberhardt Building (SEB) Garage 377,814 604,510 620,693 622,994 568,386 630,303 SUBTOTAL GARAGES 2,217,789 2,862,823 2,799,214 2,624,206 2,676,800 2,846,786 Civic Lot 12,105 12,537 9,455 5,795 9,030 10,700
Edison Lot(2) – – – – – 6,000
Fremont East Lot 33,870 69,006 76,790 73,714 83,560 88,120 Fremont West Lot 21,870 16,027 18,209 11,410 12,067 14,400 Lot F 99,369 138,504 147,022 113,518 97,487 100,227Lot J 39,696 55,664 58,180 56,212 59,067 55,175 Lot K(3) – – – – 2,753 12,300
Lot L 50,178 79,701 74,305 30,745 21,001 24,000Lot Z(4) – 390 – – – – North Lot 9,660 14,469 21,269 14,425 13,521 16,000
West Lot(5) – – – – 690 700
SUBTOTAL LOTS 266,748 386,298 405,230 305,819 299,176 327,622SUBTOTAL PARKING AUTHORITY OWNED PARKING 2,945,271 3,797,970 3,566,587 2,985,643 3,125,763 3,674,408 Leased Parking
Lot N(6) – – 226,970 172,411 198,985 177,450
Lot O 88,461 128,855 147,202 135,776 108,418 153,196Lot R 102,975 150,826 134,643 116,461 99,017 138,500Lot S 26,862 35,977 43,122 43,456 41,385 39,800EDD Lot 35,802 59,272 66,780 56,860 58,961 59,800 SUBTOTAL LEASED PARKING 254,100 374,930 618,717 524,964 506,766 568,746 TOTAL $3,199,371 $4,172,900 $4,185,304 $3,510,607 $3,632,529 $4,243,154 _____________ (1) Over the course of two years nearly 1,600 coin-only parking meters were stolen or vandalized resulting in a significant reduction in revenues. See “–Parking Meters.” (2) Used primarily for overflow parking from events. (3) Lot K was unavailable for several years due to construction of an adjacent property. (4) Used primarily for overflow parking from events used primarily by City employees during the week and occasional use for private events on weekends. (5) Parking at the West Lot is subject to contractual use by the Ports Baseball organization during baseball season plus 50 events annually thereafter. (6) Lot N [Explanation for lack of revenues in Fiscal Year 2014-15 and 2015-16 – To Come]Source: Parking Authority.
ATTACHMENT
B
50 Historical Operating Results
The historical connection fee revenues received by the City are set forth in the table below.
Table 10
City of Stockton Parking Authority
Statement of Net Position
(Fiscal Year Ended June 30)
($ in thousands)
2014-15 2015-16 2016-17 2017-18 2018-19
Current Assets:
Cash and investments $1,063,011 $2,758,927 $3,164,860 $3,262,807 Receivables, net:
Interest – 5,795 9,555 13,453
Account and other receivables 368,427 423,098 500,220 519,836 Prepaids 22,654 – – 22
TOTAL CURRENT ASSETS 1,454,092 3,187,820 3,674,635 3,796,118 Noncurrent assets:
Restricted assets:
Cash and investments with fiscal agents 184,552 2 334 13,383 Capital assets, net:
Nondepreciable 5,291,660 5,291,660 3,945,273 3,890,273
Depreciable, net 23,555,052 22,841,848 22,128,644 21,415,439 TOTAL NONCURRENT ASSETS 29,031,264 28,133,510 26,074,251 25,319,095 TOTAL ASSETS 30,485,356 31,321,330 29,748,886 29,115,213 Current Liabilities:
Accounts payable 184,574 221,989 23,064 20,209
Accrued payroll 17,503 22,860 23,754 18,088
Due to other governments – – 16,809 14,203
Deposits and other liabilities 132,601 62,752 63,264 62,752 Accrued interest 436,708 434,840 423,881 430,820
Compensated absences – current – 11,198 12,204 11,678
Other long-term debt – current 107,878 113,534 119,487 301,540 TOTAL CURRENT LIABILITIES 887,306 867,173 691,463 859,290 Noncurrent Liabilities:
Compensated absences – long-term – 6,258 2,198 2,303
Bonds payable 25,203,470 25,089,936 24,970,449 24,668,909 TOTAL NONCURRENT LIABILITIES 25,203,470 25,096,194 24,972,647 24,671,212 TOTAL LIABILITIES 26,090,776 25,963,367 25,664,110 25,530,502 Net Position:
Net investment in capital assets 3,535,364 2,930,040 984,315 335,263 Restricted in capital projects – 2 334 –
Restricted for debt service 184,552 – – 13,383
Unrestricted 674,664 2,427,921 3,100,127 3,236,065
TOTAL NET POSITION $4,394,580 $5,357,963 $4,084,776 $3,584,711 ____________
Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2019.
ATTACHMENT B
51 Table 11
City of Stockton Parking Authority
Statement of Revenues, Expenses and Changes in Net Position (Fiscal Year Ended June 30)
($ in thousands)
2014-15 2015-16 2016-17 2017-18 2018-19
Operating Revenues:
Charges for Services $3,941,402 $4,931,998 $5,116,446 $4,433,929 Miscellaneous 228,324 39,202 24,460 13,224
TOTAL OPERATING REVENUES 4,169,726 4,971,200 5,140,906 4,447,153 Operating Expenses:
Operation and maintenance 2,936,797 3,290,096 3,626,626 3,300,149 General and administrative 28,912 73,722 – –
Depreciation and amortization 1,206,323 713,204 713,204 713,204 TOTAL OPERATING EXPENSES 4,172,032 4,077,022 4,339,830 4,013,353 OPERATING INCOME (LOSS) (2,306) 894,178 801,076 433,800 Non-Operating Revenues (Expenses):
Taxes 973,634 1,238,709 1,292,249 1,270,684
Investment income:
Interest income 26,213 43,814 1,082 –
Gain (loss) from disposal of capital assets (3,300,151) – (1,156,388) 19,525 Interest expense and fiscal charges (854,178) (1,306,859) (1,301,112) (1,296,602) TOTAL NON-OPERATING REVENUES (EXPENSES) (3,154,482) (24,336) (1,164,169) (6,393)
INCOME (LOSS) BEFORE CAPITAL
CONTRIBUTIONS, TRANSFERS AND SPECIAL ITEMS
(3,156,788) 869,842 (363,093) 427,407
Transfers in 813,115 1,000,000 –
Transfers out (909,166) (906,459) (910,094) (927,472)
Total contributions, transfers and special items (96,051) 963,383 (1,273,187) (927,472) Extraordinary Items:
Gain on bankruptcy settlements 7,764,379 – – –
CHANGES IN NET POSITION 4,511,540 – – (500,065)
Net Position:
Beginning of year, as previously reported (116,960) 4,394,580 5,357,963 4,084,776 End of year $4,394,580 $5,357,963 $4,084,776 $3,584,711
ATTACHMENT B
52 2014-15 2015-16 2016-17 2017-18 2018-19
Cash Flows from Operating Activities:
Receipts from customers and users $3,889,359 $4,916,529 $5,063,784 $4,414,313 Payments to suppliers (1,515,622) (2,894,856) (3,808,230) (3,312,231) Payments to employees (892,474) (463,971) (2,160) –
Miscellaneous receipts – – – 13,224
Net cash provided by (used in) operating
activities
1,481,263 1,557,702 1,253,394 1,115,306
Cash flows from Noncapital Financing Activities:
Transfers in 813,115 1,000,000 – –
Transfers out (909,166) (906,459) (910,094) (927,472)
Due to other funds (197,327) – – –
Advances received from other funds (1,533,572) – – –
Proceeds from taxes 973,634 1,238,709 1,292,249 1,270,684 Net cash provided by noncapital financing
activities
(853,316) 1,332,250 382,155 343,212
Cash Flows from Capital and Related Financing
Activities:
Proceeds from bond insurance 1,486,585 – – –
Proceeds from sale of capital assets – – 998,158 74,526 Purchases of capital assets (94,464) – (808,159) –
Principal paid on debt (1,885,014) (107,878) (113,534) (119,487) Interest paid on debt (942,975) (1,308,727) (1,303,071) (1,298,663) Net cash provided by (used for) capital and
related financing activities
(1,439,868) (1,416,605) (1,226,606) (1,343,624)
Cash Flows from Investing Activities:
Investment earnings 26,215 38,019 (2,678) (3,898)
Net cash provided by (used in) investing activities 26,215 38,019 (2,678) (3,898) Net Increase (Decrease) in Cash and Cash
Equivalents
(785,706) 1,511,366 406,265 110,996
Cash and Cash Equivalents:
Beginning of year 2,033,269 1,247,563 2,758,929 3,165,194 End of year $1,247,563 $1,758,929 $3,165,194 $3,276,190 ____________
Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Years Ended June 30, 2015 through June 30, 2019.
ATTACHMENT B
53 Historical Debt Service Coverage
The following table sets forth audited historical revenues, expenses and debt service coverage for Fiscal Years 2014-15 through 2018-19.
Table 12
City of Stockton Parking Authority
Historical Revenues, Expenses and Debt Service Coverage (Fiscal Years Ended June 30)
Actual Actual Actual Actual Unaudited
Revenue 2014-15 2015-16 2016-17 2017-18 2018-19
Monthly Parking $1,975,679 $2,286,897 $2,326,504 $2,115,878 $2,109,087 General Parking 1,005,844 984,024 925,238 820,470 842,977 Metered parking 646,332 562,113 364,501 52,342 148,423
Enforcement Revenue – 569,490 793,787 763,890 791,690
Special Events 360,923 513,056 564,413 474,245 569,603
Interest Earnings 25,781 9,828 25,610 30,752 53,708
Miscellaneous Revenue 180,948 55,620 166,462 220,328 130,161 TOTAL REVENUE $4,195,507 $4,981,028 $5,166,516 $4,477,905 $4,645,648
Operating Expenditures
Operating Expenditures (2) 2,965,709 3,363,818 3,626,626 3,300,149 3,294,560 Less: CFD Revenues (Offset to Operating
Expenditures) (973,634) (1,238,709) (1,292,249) (1,270,684) (1,341,407) NET OPERATING EXPENDITURES $1,992,075 $2,125,109 $2,334,377 $2,029,465 $1,953,153
Net System Revenue $2,203,433 $2,855,919 $2,832,138 $2,448,440 $2,692,495 Debt Service
2015 Settlement Agreement 1,195,740 1,306,859 1,303,070 1,295,057 1,590,148 2020 Bonds – – – – –
TOTAL DEBT SERVICE $1,195,740 $1,306,859 $1,303,070 $1,295,057 $1,590,148
Debt Service Coverage (4) 3.51 3.81 3.96 3.46 2.92
Debt Service Coverage (5)
Debt Service Coverage (6)
Available Net System Revenue
(Capital and Other) $1,007,693 $1,549,060 $1,529,068 $1,153,383 $1,102,347 _______________
(1) Excludes Unrealized Gains from GASB31 Fair Market Value Adjustment and Accrued Interest Earning and Not Received as of June 30.
(2) Excludes Depreciation, Capital Expenditures, Debt Service and GASB68 Non-Cash Pension Adjustment. (3) Compiled from Parking Operator Reports and Adjusted to Comprehensive Annual Financial Report. (4) Debt Service Coverage Calculated Using Pledge of Gross Revenues Per 2015 Settlement Agreement. (5) Debt Service Coverage Calculated Using Pledge of Net System Revenue for 2020 Bonds. (6) Debt Service Coverage Calculated Excluding CFD Revenues.
Sources: City of Stockton for revenues and expenses based upon the audited financial statements, and Del Rio Advisors, LLC, for debt service coverage information.
The audited financial statements for the Parking Facilities for the Fiscal Year Ended June 30, 2019 are attached as APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
ATTACHMENT B
54 Projected Debt Service Coverage
Revenues, expenses and debt service coverage for Fiscal Years 2019-20 (budgeted) through 2023-24 (projected) are set forth in the following table based on certain assumptions as described in the footnotes. The following table assumes no optional redemption of the 2020 Bonds. The following projections are based on the current circumstances of the Parking Authority and currently available information and are believed to be reasonable. The projections may be affected by various factors and there can be no assurance that they will be achieved and any variation from projected operating results may be material.
Table 13
City of Stockton Parking Authority
Projected Pro Forma and Debt Service Coverage Calculation ($ in thousands)
Projected Projected Projected Projected Projected
Revenue 2019-20 2020-21 2021-22 2022-23 2023-24
Monthly Parking $2,278,974 $2,506,974 $2,557,114 $2,633,827 $2,686,504 General Parking 806,127 822,250 846,918 872,325 907,218 Metered parking 480,000 400,000 500,000 600,000 700,000 Enforcement Revenue 802,321 816,116 897,728 1,032,387 1,135,626 Special Events 545,120 572,376 600,995 619,025 637,595
Interest Earnings 54,782 55,878 56,995 58,135 59,298
Miscellaneous Revenue 141,219 51,601 52,442 52,814 48,206 TOTAL REVENUE $5,108,544 $5,225,195 $5,512,192 $5,868,513 $6,174,447
Operating Expenditures
Operating Expenditures (2) 3,811,039 3,765,623 4,087,387 4,329,236 4,543,557 Less: CFD Revenues (Offset to
Operating Expenditures) (1,229,478) (1,254,068) (1,279,149) (1,304,732) (1,330,827) NET OPERATING EXPENDITURES $2,581,561 $2,511,556 $2,808,238 $3,024,504 $3,212,730
Net System Revenue
Debt Service
2015 Settlement Agreement 1,596,659 – – – –
2020 Bonds – 1,294,471 1,518,250 1,626,000 1,802,750
TOTAL DEBT SERVICE $1,596,659 $1,294,471 $1,518,250 $1,626,000 $1,802,750
Debt Service Coverage (4) 3.20
Debt Service Coverage (5) 2.10 1.78 1.75 1.64
Debt Service Coverage (6) 1.13 0.94 0.95 0.90
Available Net System Revenue
(Capital and Other) $930,323 $1,419,169 $1,185,704 $1,218,009 $1,158,967 ________________ (1) Excludes Unrealized Gains from GASB31 Fair Market Value Adjustment and Accrued Interest Earning and Not Received as of June 30.
(2) Excludes Depreciation, Capital Expenditures, Debt Service and GASB68 Non-Cash Pension Adjustment. (3) Compiled from Parking Operator Reports and Adjusted to Comprehensive Annual Financial Report. (4) Debt Service Coverage Calculated Using Pledge of Gross Revenues Per 2015 Settlement Agreement. (5) Debt Service Coverage Calculated Using Pledge of Net System Revenue for 2020 Bonds. (6) Debt Service Coverage Calculated Excluding CFD Revenues.
Sources: City of Stockton for revenues and expenses and Del Rio Advisors, LLC, for debt service coverage information.
ATTACHMENT B
55 TAX MATTERS
[To Come From Bond Counsel]
LEGAL MATTERS
The validity of the 2020 Bonds and certain other legal matters are subject to the approving opinion of Norton Rose Fulbright US LLP, Bond Counsel to the Authority. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX G to this Official Statement. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement.
Certain legal matters will be passed upon for the Authority and the City by the City Attorney and by Schiff Hardin LLP, San Francisco, California, Disclosure Counsel, and for the Underwriter by Jones Hall, A Professional Corporation, San Francisco, California, Underwriter’s Counsel. Payment of the fees of Bond Counsel, Disclosure Counsel and Underwriter’s Counsel are contingent upon the issuance and delivery of the 2020 Bonds.
LITIGATION
At the time of delivery of the 2020 Bonds, the City Attorney as counsel to the Authority and the Parking Authority will deliver opinions to the initial underwriters of the 2020 Bonds that there is no action, suit, litigation, inquiry or investigation before or by any court, governmental agency, public board or body served, or to the best knowledge of the Authority or the Parking Authority threatened, against the Authority or the Parking Authority in any material respect affecting the existence of the Authority or the Parking Authority or the titles of their officers to their respective offices or seeking to prohibit, restrain or enjoin the sale or delivery of the 2020 Bonds, the execution and delivery of the 2020 Indenture, the 2020 Installment Purchase Agreement or the payment of 2020 Installment Payments or challenging, directly or indirectly, the proceedings of the Authority and the Parking Authority with respect to the 2020 Bonds.
The Authority
No litigation is pending with service of process having been accomplished or, to the knowledge of the Authority, threatened, concerning the validity of 2020 Indenture or 2020 Installment Purchase Agreement.
The Parking Authority
General. There is no litigation pending with service of process having been accomplished or, to the knowledge of the Parking Authority, threatened, questioning the existence of the Parking Authority, or the title of the offices of the Parking Authority to their respective offices. Except as otherwise disclosed in this Official Statement, there is no litigation pending or, to the knowledge of the Parking Authority, threatened, questioning or affecting in any material respect the financial condition of the Parking System or the validity of the 2020 Bonds, the 2020 Installment Purchase Agreement, or the 2020 Indenture.
Various legal actions are pending against the Parking Authority. The aggregate amount of the uninsured liability of the Parking Authority that may result from legal claims currently pending or threatened will not, in the opinion of the Parking Authority, materially affect Net Parking Revenues or
ATTACHMENT B
56 impair the ability of the Parking Authority to make the 2020 Installment Payments that secure payment of the principal of and interest on the 2020 Bonds.
CONTINUING DISCLOSURE
The Authority has determined that no financial or operating data concerning the Authority is material to an evaluation of the offering of the 2020 Bonds or to any decision to purchase, hold or sell the 2020 Bonds and the Authority will not provide any such information. The Parking Authority, will covenant for the benefit of owners of the 2020 Bonds to provide certain financial information and operating data relating to the Parking Authority (the “Annual Report”) by not later than the March 31 following the end of the City’s fiscal year, commencing March 31, 2020, with the report for the fiscal year ended June 30, 2019, and to provide notices of the occurrence of certain listed events (“Specified Events”). These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in APPENDIX E.
The City and related governmental entities – specifically those entities, like the Parking Authority, for whom City staff is responsible for undertaking compliance with continuing disclosure undertakings – have previously entered into numerous disclosure undertakings under the Rule in connection with the issuance of long-term obligations. The City hired Digital Assurance Certification (“DAC”) to do a detailed review of all of the City’s postings on EMMA for the preceding five years. That audit was completed on or about June 30, 2018.
In the preceding five years, the City failed to timely comply in certain respects with its previous undertakings with regard to the Rule to provide annual reports, adopted budgets, or notices of Specified Events, and in some instances information was not associated with the correct CUSIP number. In addition, on several occasions during the last five years the City failed to provide its audited or unaudited financial statements in the time required by its continuing disclosure undertakings, including the audited financial statements for Fiscal Year 2016-17. The City’s compliance with its previous undertakings for Fiscal Years 2011-12 and 2012-13 was complicated by the bankruptcy proceedings, and while the City filed with EMMA detailed information as and when available with respect to the bankruptcy, the completion of its audited financial statements demanded more time into past years than expected and agreed in its previous undertakings.
The City has an ongoing contract with Willdan Financial Services as Dissemination Agent. The City believes it has established procedures in policies adopted by the City Council to ensure that the City will make all required continuing disclosure filings on a timely basis in the future.
FINANCIAL STATEMENTS
The financial statements for the City for the Fiscal Year Ended June 30, 2019, included in Appendix B, have been audited by The Pun Group, LLP (the “Independent Auditor”), as stated in its report appearing in Appendix B and are included for background information only. The Independent Auditor has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Independent Auditor with respect to any event subsequent to the date of its report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
ATTACHMENT B
57 The audited financial statements include information concerning the City’s General Fund and other funds. The 2020 Bonds are limited obligations of the Authority payable solely from installment payments to be made by the Parking Authority to the Authority, for which the City has pledged Net Parking Revenues derived from the operation of the Parking Facilities and are reflected under “Proprietary Fund Financial Statements” of the audited financial statements as a major enterprise fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.” No other funds of the City other are available for payment of the 2020 Bonds.
The report of the Independent Auditor states that in the opinion of the Independent Auditor, the financial statements referred to therein present fairly, in all material respects, the financial position of the City, including the Parking Authority as of June 30, 2019, and the respective changes in financial position for the year then ended in conformity with generally accepted accounting principles in the United States of America.
RATINGS
S&P Global Services (“S&P”) has issued [insured ratings on the 2020 Bonds of “__,” assuming that the Policy is issued by the Bond Insurer. S&P has also issued underlying] ratings on the 2020 Bonds of “__”.
A rating reflects only the view of the agency giving such rating and is not a recommendation to buy, sell or hold the 2020 Bonds. An explanation of the significance of each rating may be obtained from the rating agencies at the following addresses: Standard & Poor’s Ratings Group, a Division of McGrawHill Companies, 55 Water Street, New York, New York 10041. There is no assurance that the ratings will be retained for any given period of time or that the same will not be revised downward or withdrawn entirely by either rating agency if, in its judgment, circumstances so warrant. The Authority and the City undertake no responsibility to oppose any such revision or withdrawal but the Authority and the City will comply with notification requirements. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the 2020 Bonds.
In providing a rating on the 2020 Bonds, certain rating agencies may have performed independent calculations of coverage ratios using their own internal formulas and methodology which may not reflect the provisions of the 2020 Indenture. The Authority and the City make no representation as to any such calculations, and such calculations should not be construed as a representation by the Authority or the City as to past or future compliance with any bond covenants, the availability of particular revenues for the payment of debt service on the 2020 Bonds or for any other purpose.
The City will covenant in the Continuing Disclosure Certificate to file on EMMA, notices of any ratings changes on the 2020 Bonds. See “CONTINUING DISCLOSURE” and APPENDIX E–“PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE.” Notwithstanding such covenants, information relating to ratings changes on the 2020 Bonds may be publicly available from the rating agencies prior to such information being provided to the City and prior to the date notice of such rating change is obligated to be filed on EMMA. Purchasers of the 2020 Bonds are directed to the rating agencies and their respective websites and official media outlets for the most current ratings changes with respect to the 2020 Bonds following the initial issuance of the 2020 Bonds.
ATTACHMENT B
58 UNDERWRITING
Stifel Nicolaus & Co., Inc. (the “Underwriter”) have agreed to purchase the 2020 Bonds at a purchase price equal to $_________ which represents the par amount of the 2020 Bonds, less an Underwriter’s discount in the amount of $_________. The bond purchase agreement relating to the 2020 Bonds provides that the Underwriter will purchase all of the 2020 Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in said bond purchase agreement, the approval of certain legal matters by counsel and certain other conditions.
The Underwriter and its affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage and asset management. In the ordinary course of business, the Underwriter and its affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Authority and the City.
The Underwriter and its affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Authority and the City.
MUNICIPAL ADVISOR
The Authority has retained Del Rio Advisors, LLC of Modesto, California, as municipal advisor (the “Municipal Advisor”) in connection with the offering of the 2020 Bonds. All financial and other information presented in this Official Statement has been provided by the Authority and others from their records. Unless otherwise footnoted, the Municipal Advisor takes no responsibility for the accuracy or completeness of the data provided by the Authority or others and has not undertaken to make an independent verification or does not assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor has assisted the Authority with the structure, timing and terms for the sale of the 2020 Bonds. The Municipal Advisor provides municipal advisory services only and does not engage in the underwriting, marketing, or trading of municipal securities or other negotiable instruments. The fee of the Municipal Advisor is contingent upon the successful closing of the 2020 Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
Upon delivery of the 2020 Bonds, ___________, [City], [State] (the “Verification Agent”), will deliver a report stating that it has reviewed and confirmed the mathematical accuracy of certain computations relating to the adequacy of the funds and/or securities deposited in the Escrow Funds and the interest thereon, if any, to pay, when due, the principal of and interest on and redemption price of the Refunded Bonds on the specified respective payment and redemption dates thereof.
ATTACHMENT B
59 MISCELLANEOUS
This Official Statement is not to be construed as a contract or agreement between the Authority, the City and the Underwriter. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.
References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of such documents and reports are available for inspection at the office of the Chief Financial Officer, City of Stockton, 425 North El Dorado Street, Stockton California 95202.
The execution and delivery of the Official Statement has been duly authorized by the Board of Directors of the Authority and by the Parking Authority.
STOCKTON PUBLIC FINANCING AUTHORITY
By:
Matt Paulin
Treasurer
PARKING AUTHORITY
By:
Matt Paulin
Chief Financial Officer
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APPENDIX A
GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING
TO THE CITY OF STOCKTON
The following information concerning the City and surrounding areas is included only for the purpose of supplying general information regarding the community. The 2020 Bonds are not a debt of the City, the State or any of its political subdivisions and neither the City, the State, nor any of its political subdivisions is liable therefor. The 2020 Bonds are limited obligations of the Authority payable from 2020 Installment Payments made by the Parking Authority. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
General
The City is a municipal corporation and charter city incorporated in 1850. The City is the county seat of the County and is located in California’s San Joaquin Valley, approximately 78 miles east of the San Francisco Bay Area, approximately 345 miles north of Los Angeles and approximately 45 miles south of Sacramento. The County covers approximately 1,400 square miles. The County is bounded by Sacramento County on the north, Stanislaus County on the south, Contra Costa County and Alameda County on the west and Amador County, Calaveras County and Stanislaus County on the east. The land area of the City is 61.7 square miles.
Governing Body
The City operates under a Council/Manager form of government, with a seven-member City Council (current members were elected by district voting) for staggered four-year terms. Under this form of government, policy making and legislative authority is entrusted to the City Council. The Mayor is elected by City-wide election, and the representatives of the City Council are elected from six districts for staggered four-year terms, with a two-term limit. Newly elected representatives are sworn in on the first Tuesday of January of each odd-numbered year.
The City Manager is responsible for carrying out policies and ordinances of the City Council for appointing heads of departments and overseeing the operation of the City. The City Manager, the City Attorney, the City Auditor and the City Clerk are appointed by the City Council.
The Mayor, current members of the City Council and key administrative personnel of the City are listed in Table A-1 and Table A-2, respectively.
TABLE A-1
CITY OF STOCKTON
Mayor and City Councilmembers
Name Office
Term Expiration
(December 31) Occupation
Michael D. Tubbs Mayor 2020 Educator
Daniel Wright Vice Mayor, District 2 2020 Retired – law enforcement Sol Jobrack Councilmember, District 1 2022 Commercial Appraiser Paul Canepa Councilmember, District 3 2022 Businessman
Susan Lenz Councilmember, District 4 2020 Business Owner Christina Fugazi Councilmember, District 5 2022 Educator Jesús J. Andrade Councilmember, District 6 2020 Businessman
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TABLE A-2
CITY OF STOCKTON
Key Administrative Personnel
Name Position
Laurie Montes Interim City Manager
John M. Luebberke City Attorney
Matt Paulin Chief Financial Officer
Kevin Beltz Program Manager II – Debt and Treasury
Moss Adams LLP City Auditor
Eliza R. Garza City Clerk
The City provides a full range of municipal services. As provided in the City Charter, these services include public safety (police, fire, paramedics, water rescue and building inspection), sanitation (solid waste disposal, wastewater and stormwater utilities), water utility, community development, library, parks and recreation and general administrative services.
Population
Population information is set forth in Table A-3.
TABLE A-3
CITY OF STOCKTON, COUNTY OF SAN JOAQUIN
AND STATE OF CALIFORNIA
Population
(As of January 1)
Year City of Stockton County of San Joaquin State of California 2015 306,602 724,859 38,952,462
2016 310,108 736,027 39,214,803
2017 312,289 747,579 39,504,609
2018 313,822 757,279 39,740,508
2019 316,410 770,385 39,927,215
_____________
Source: California State Department of Finance, E-4 Population Estimates for Cities, Counties, and the State—2011-2019 with 2010 Benchmark.
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Labor Force and Employment
Table A-4 compares estimates of the labor force, civilian employment, and unemployment for City residents, County residents, State residents, and United States residents between 2014 and 2018. For [October] 2019 (the most recent month for which data is available for all areas), the preliminary estimated unemployment rate (not seasonally adjusted) for the City, the County, the State and the United States were __%, __%, __% and __%, respectively.
Table A-4
CITY OF STOCKTON, COUNTY OF SAN JOAQUIN
STATE OF CALIFORNIA AND UNITED STATES
Civilian Labor Force, Employment, and Unemployment
2014 through 2018†
(Not Seasonally Adjusted)
Year and Area Labor Force Employment Unemployment
Unemployment
Rate
2018†
City 131,300 122,200 9,000 6.9%
County 326,387 306,816 19,571 6.0
State 19,398,200 18,582,800 815,400 4.2
United States 162,075,000 155,761,000 6,314,000 3.9
2017
City 130,900 122,300 8,600 6.6
County 324,900 302,200 22,600 7.0
State 19,312,000 18,393,100 918,900 4.8
United States 160,320,000 15,337,000 6,982,000 4.4
2016
City 129,400 118,100 11,300 8.7
County 319,500 293,500 26,000 8.1
State 19,093,700 18,048,800 1,044,800 5.5
United States 159,187,000 151,436,000 148,976,000 4.9
2015
City 127,900 115,700 12,200 9.6
County 315,300 287,300 28,000 8.9
State 18,896,500 17,724,800 1,171,700 6.2
United States 157,130,000 148,834,000 8,296,000 5.3
2014
City 127,500 113,000 14,500 11.3
County 312,800 279,800 33,000 10.5
State 18,758,400 17,351,300 1,407,100 7.5
United States 155,922,000 146,305,000 9,617,000 6.2
_______________
† Preliminary.
Sources: California State Employment Development Department and U.S. Department of Labor, Bureau of Labor Statistics.
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Employment and Industry
Approximately 3,000 acres in the City are zoned for light and heavy industry. Included in this acreage are 15 industrial parks with all on/site improvements. Six industrial parks are rail served.
The principal employers in the City, based upon the best available information, as of Fiscal Year 2017-18 are set forth in Table A-5.
Table A-5
CITY OF STOCKTON
Principal Employers
Fiscal Year 2017-18
(As of August 2018)
Company Product/Service Employees
Percent of
Total City
Employers
St. Joseph’s Medical Center Health Care 4,600 1.45%
Stockton Unified School District Public Education 3,54 1.22 City of Stockton City Government 1,933 0.61
Dameron Hospital Health Care 1,200 0.38
Kaiser Permanente Health Care 1,065 0.34
Amazon Warehouse 1,000 0.32
San Joaquin Delta College Education 967 0.31
University of the Public Education 900 0.28
Lincoln Unified School District Education 803 0.25
O’Reilly Auto Parts Automotive 600 0.19
TOTAL 5.35%
_______________
Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2018. (Remainder of this Page Intentionally Left Blank)
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The Industry Employment and Labor Force for the Stockton-Lodi Metropolitan Statistical Area (MSA) are set forth in Table A-6. The principal city within the Stockton-Lodi MSA is the City.
Table A-6
STOCKTON-LODI MSA
Industry Employment†
and Labor Force
By Annual Average
March 2017 Benchmark
2014 2015 2016 2017 2018
Total All Industries† 226,700 234,900 242,600 251,600 257,300 Total Farm 15,700 16,700 16,600 16,300 16,100
Total Non-Farm 211,000 218,200 226,000 235,200 241,300
Mining, Logging, and Construction 9,000 10,200 11,200 11,800 12,800 Manufacturing 18,600 18,700 18,900 19,400 19,700
Trade, Transportation and Utilities 55,000 57,700 61,600 65,400 67,600 Information 2,100 1,900 2,000 1,800 1,800
Financial Activities 7,500 7,400 7,500 7,800 8,100
Professional and Business Services 18,300 19,400 19,600 19,200 19,600 Education and Health Services 35,900 36,500 36,400 38,200 38,500 Leisure and Hospitality 19,100 19,700 20,500 21,500 22,000 Other Services 6,900 7,200 7,500 7,600 7,600
Government 38,600 39,600 40,800 42,400 43,500
Federal Government 3,100 3,000 3,000 3,100 3,100
State Government 5,800 6,200 6,400 6,600 6,700
Local Government 29,600 30,400 31,400 32,800 33,700
_______________
† Industry employment is by place of work; excludes business owners, self-employed people, unpaid volunteers or family workers and private household workers.
Source: State of California Employment Development Department, Labor Market Information Division.
Personal Income
The United State Department of Commerce, Bureau of Economic Analysis (the “BEA”) produces economic accounts statistics that enable government and business decision-makers, researchers, and the public to follow and understand the performance of the national economy.
The BEA defines “personal income” as income received by persons from all sources, including income received from participation in production as well as from government and business transfer payments. Personal income represents the sum of compensation of employees (received), supplements to wages and salaries, proprietors’ income with inventory valuation adjustment (IVA) and capital consumption adjustment (CCAdj), rental income of persons with CCAdj, personal income receipts on assets, and personal current transfer receipts, less contributions for government social insurance. Per capita personal income is calculated as the personal income divided by the resident population based upon the Census Bureau’s annual midyear population estimates.
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Table A-7 summarizes the total personal income and per capita income for the Stockton-Lodi Metropolitan Statistical Area (an “MSA”), the State and the United States for the calendar years 2013 through 2017 (the most recent annual data available). The principal city within the Stockton MSA is the City.
Table A-7
STOCKTON-LODI MSA, STATE OF CALIFORNIA AND UNITED STATES Personal Income
Year and Area
Total
Personal Income
(millions of dollars)
Per Capita
Personal Income
(dollars)
2017†
Stockton MSA
State
United States
$31,920
2,364,129
16,820,250
$42,822
60,004
51,640
2016
Stockton MSA
State
United States
30,103
2,259,414
16,115,630
40,996
57,625
49,831
2015
Stockton MSA
State
United States
28,835
2,173,300
15,711,634
39,835
55,793
48,940
2014
Stockton MSA
State
United States
26,774
2,021,640
14,983,140
36,836
52,340
47,025
2013
Stockton MSA
State
United States
25,015
1,885,672
14,175,503
35,545
49,259
44,826
_______________
† The most recent annual data available for Stockton MSA, State, and United States.
Source: U.S. Department of Commerce, Bureau of Economic Analysis. Per capita personal income was computed using Census Bureau midyear population estimates. Estimates reflect county population estimates available as of March 2018.
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Construction Activity
Building activity for the past five calendar years for which data is available in the City is shown in Table A-8.
Table A-8
CITY OF STOCKTON
Total Building Permit Valuations†
($ in thousands)
Permit Valuation 2014 2015 2016 2017 2018
New Single Family $19,135 $32,955 $58,735 $65,566 $104,468 New Multiple Family 1,011 29,605 14,797 13,037 0
Residential Alterations/Additions 13,577 12,860 75,506 62,938 61,592 TOTAL RESIDENTIAL 33,724 75,421 149,038 141,541 166,060 TOTAL NONRESIDENTIAL 87,732 78,556 122,975 255,824 200,503 TOTAL $121,456 $153,978 $270,013 $397,365 $366,563
Net Dwelling Units 2014 2015 2016 2017 2018
Single Family 75 123 215 238 324
Multiple Family 4 257 25 115 0
TOTAL 79 380 240 353 324
______________
† Certain columns may not total due to rounding.
Sources: Construction Industry Research Board: “Building Permit Summary” for years 2014 through 2018.
Transportation
The City is located on Interstate 5, the West Coast’s major route from Canada to Mexico. The City’s cross-town freeway connects Interstate 5 with State Route 99, the State’s other principal northsouth freeway, and State Route 99, California’s other principal north-south highway. The City also benefits from direct highway connections to the San Francisco Bay Area via Interstate 580, and to the Reno-Lake Tahoe area via Interstate 80. Thirty-five major transcontinental truck lines and nearly 200 contract carriers serve the City and provide overnight delivery to Los Angeles, San Francisco and Reno.
The City is also served by Greyhound and the San Joaquin Regional Transit District.
The City is served by the rail services of Santa Fe, Southern Pacific, and Union Pacific systems in addition to three short line railroads: Central California Traction Company, Tidewater Southern, and Stockton Terminal and Eastern Railroad. Passenger service is provided by Amtrak.
The Stockton Metropolitan Airport, located on 1,449 acres on the southern boundary of the City, is a general aviation facility offering both passenger and freight transport services. It has six air carrier gates adjoining a 44,355 square foot terminal building.
The Port of Stockton is the largest inland deep water port in the State. It is located on the Stockton deepwater ship channel and encompasses a 2,000 acre operating area. The Port has berthing space for 17 vessels, 1.1 million square feet of dockside transit sheds and shipside rail trackage, and
7.7 million square feet of warehousing, and is 75 nautical miles east of the Golden Gate Bridge.
Railroad service is provided to the City by Burlington Northern, Santa Fe and the Union Pacific railroads. Daily passenger service by Amtrak is available to San Francisco, Los Angeles and Sacramento.
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Education and Recreation
Education. Within the City, there are five post-secondary institutions: San Joaquin Delta Community College, California State University Stanislaus-Stockton (extension), University of the Pacific, Humphrey’s College and School of Law and National University (private).
The majority of students living within City limits attend schools operated by one of four unified school districts providing kindergarten through grade 12 education: the Stockton Unified School District, the Lodi Unified School District, the Lincoln Unified School District and the Manteca Unified School District.
The Escalon Unified School District, the Holt Union Elementary School District, the Linden Unified School District, the Tracy Unified School District and the County Office of Education also operate schools located within the City.
There are also more than 20 private schools located within the City offering elementary and secondary education.
There is also one central library, five branch libraries and two mobile library units holding more than one million books in the collection.
Recreation. The City is situated along the San Joaquin Delta waterway which connects to the San Francisco Bay and the Sacramento and San Joaquin Rivers and is also located in close proximity to Lake Tahoe and Yosemite National Park. There are approximately 619 acres of parkland located within the City.
The Stockton Children’s Museum is located in downtown Stockton and offers educational experiences based upon hands-on, play-based exhibits that enhance a child’s understanding of how the world works. The Museum features more than a dozen different child-sized environments that recreate the ambience of a small city where merchants, bankers and doctors might mingle among the grocery shoppers, fast food customers and canning crew.
The 5,000 seat Banner Island Ballpark is the home of the Stockton Ports single A minor league team for the Oakland Athletics features four luxury suites, lawn seating, a family recreation area and a barbeque area with umbrella seating behind the outfield.
The City Centre Cinema Complex in downtown Stockton offers a 16-screen movie theater, restaurants and retail shopping.
The 220,000 square foot, 10,000 seat Stockton Arena is home of the Stockton Thunder Minor League Hockey Team.
The 2,042-seat Bob Hope Theater is located in the historic former Fox Theater that was constructed in 1930. This performing arts center hosts national and local theatrical, musical, comedy and dance productions.
The Gary & Janice Podesto IMPACT Teen Center, located in downtown Stockton, features four bowling lanes, a half-court basketball area, stage, meeting rooms, game rooms, classrooms, a computer lab, snack bar, and a climbing wall.
The City also operates a Skate Park and Ice Arena and offers various other sports and recreational opportunities through the City Park and Recreation Department.
ATTACHMENT B
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON
FOR THE YEAR ENDED JUNE 30, 2019
The audited financial statements include information concerning the City’s General Fund and other funds and are included for background information only.
The 2020 Bonds are limited obligations of the Authority payable solely from installment payments to be made by the Parking Authority to the Authority, for which the Parking Authority has pledged Net Parking Revenues derived from the operation of the Parking Facilities and are reflected under “Proprietary Fund Financial Statements” of the audited financial statements as a major enterprise fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS” in the front of this Official Statement. No other funds of the City are available for payment of the 2020 Bonds.
The Independent Auditor has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Independent Auditor with respect to any event subsequent to the date of its report.
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS
ATTACHMENT B
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APPENDIX D
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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APPENDIX E
PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Stockton Parking Authority (the “Parking Authority”) in connection with the issuance of $___,___,000 Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “Bonds”).
The Bonds are being issued pursuant to an Indenture dated as of February 1, 2020 (the “Indenture”), by and between the Stockton Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Parking Authority covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Parking Authority for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Parking Authority pursuant to, and as described in, Section 3 and Section 4 of this Disclosure Certificate. “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “City” means the City of Stockton, a municipal corporation and charter city. “Disclosure Representative” means the Chief Financial Officer of the City or a designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” means initially Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Parking Authority and which has filed with the Parking Authority written evidence of such designation. “EMMA” means the Electronic Municipal Marketplace Access site maintained by the MSRB, currently located at http://emma.msrb.org.
“Filing Date” means March 31 following the end of each Fiscal Year of the City (or the next succeeding business day if such day is not a business day), commencing with the filing for Fiscal Year 2019-20 due March 31, 2021.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities for which a final offering memorandum has been provided to the MSRB consistent with the Rule.
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“Fiscal Year” means with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any 12-month or 52-week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth in Section 3(a). “Holders” means either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in its depository.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the Official Statement dated ________, 2020 relating to the Bonds. “Parking Authority” means the Parking Authority of the City of Stockton. “Parking CFD” means City of Stockton Community Facilities District No. 2001-1 (Downtown Parking).
“Participating Underwriter” means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Specified Event” means any of the events listed in Section 5(a) or Section 5(b) of this Disclosure Certificate and any other event legally required to be reported pursuant to the Rule.
SECTION 3. Provision of Annual Reports.
(a) The Parking Authority shall provide, or shall cause the Dissemination Agent to provide to the MSRB, not later than the Filing Date, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report shall be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Parking Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Fiscal Year of the City changes, it shall give notice of such change in the same manner as for a Specified Event under this Disclosure Certificate. The Parking Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Parking Authority hereunder. (b) Not later than 15 Business Days prior to the Filing Date, the Parking Authority shall provide the Annual Report to the Dissemination Agent (if other than the Parking Authority). The Parking Authority shall provide, or cause the preparer of the Annual Report to provide, a written certificate with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished to it hereunder. The Dissemination Agent may conclusively rely upon such certification and shall have no duty or obligation to review such Annual Report.
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(c) If the Parking Authority is unable to provide to the Annual Report to the MSRB by the date required in Section 3(a), the Parking Authority shall send a notice in a timely manner to the MSRB in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file the Annual Report the MSRB by the Filing Date, and file any notice of a Specified Event, if requested by the Parking Authority, as soon as practicable following receipt from the Parking Authority of such notice; and
(ii) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file a report with the Parking Authority certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
SECTION 4. Content of Annual Reports. The Parking Authority’s Annual Report shall contain or incorporate by reference the following:
(a) The Statement of Net Assets, the Statement of Revenues, Expenditures and Changes in Fund Net Assets, and the Statement of Cash Flows for the Parking Authority for the prior Fiscal Year, prepared in accordance with generally-accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such financial reports are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements relating to the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not presented in the audited financial statements:
(i) A maturity schedule for the outstanding Bonds;
(ii) The balance in each of the following funds established pursuant to the Indenture as of the close of the prior Fiscal Year:
(A) total deposits in the 2020 Installment Payment Fund for the prior Fiscal Year (with a statement of debt service requirement discharged by the 2020 Installment Payment Fund in the prior Fiscal Year); (B) the 2020 Reserve Account (with a statement of the current 2020 Reserve Requirement and the name of the guaranteed investment contract provider, if any).
(iii) Debt service schedules for any Parity Debt.
(iv) Information for the prior Fiscal Year is substantially similar to that provided in the following tables of the Official Statement with respect to the Parking CFD:
(A) Table 5–Top 10 Taxpayers;
(B) Table 6–Historical Principal Taxpayers; and
(C) Table 7–Historical Delinquency Information.
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(v) Information for the prior Fiscal Year substantially similar to that provided in Table 9–“Revenues by Parking Authority” of the Official Statement; SECTION 5. Reporting of Specified Events.
(a) Pursuant to the provisions of this Section 5, the Parking Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2020 Bonds:
(i) Principal and interest payment delinquencies on the 2020 Bonds; (ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed (Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2020 Bonds, or other material events affecting the tax status of the 2020 Bonds; (vii) Modifications to rights of the 2020 Bond Holders, if material; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property, if any, securing repayment of the 2020 Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Parking Authority or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisition involving the Parking Authority or an obligated person, or the sale of all or substantially all of the assets of the Parking Authority or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and
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(xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(b) The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of any of the Specified Events and notify the Parking Authority of such Specified Events; provided, that failure by the Trustee to so notify the Parking Authority shall not relieve the Parking Authority of its duty to report Specified Events as required in this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement. (c) Wherever the Parking Authority obtains knowledge of the occurrence of Specified Event, the Parking Authority shall, or shall cause the Dissemination Agent (if not the Parking Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Specified Event. (d) The Parking Authority acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(x), (a)(xiii), (a)(xiv), (a)(xiv), and (a)(xv) of this Section 5 contain the qualifier “if material.” The Parking Authority shall cause a notice to be filed as set forth in this Section 5 with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Parking Authority obtains knowledge of the occurrence of any of these Specified Events, the Parking Authority will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the Parking Authority will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the Parking Authority determines that the Specified Event would not be material under applicable federal securities laws, the Parking Authority shall so notify the Trustee in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has been instructed by the Parking Authority to report the occurrence of a Specified Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Specified Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) For purposes of this Disclosure Agreement, any event described in Section 5(a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Parking Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Parking Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Parking Authority.
(h) The Dissemination Agent may conclusively rely on an opinion of counsel that the Parking Authority’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.
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SECTION 6. Identifying Information for Filings with EMMA. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The obligations of the Parking Authority under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Parking Authority shall give notice of such termination in the same manner as for a Specified Event under Section 5(c).
SECTION 8. Dissemination Agent. The Parking Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to the Parking Authority at least 30 days prior to the effective date of such resignation. If at any time there is not any other designated Dissemination Agent, the Parking Authority shall be the Dissemination Agent. The Dissemination Agent, if other than the Parking Authority, shall not be responsible in any manner for the content of any notice or report prepared by the Parking Authority pursuant to this Disclosure Certificate.
The initial Dissemination Agent shall be Willdan Financial Services.
SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Parking Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied with respect to such amendment or waiver:
(a) If the amendment or waiver relates to the provisions of Section 3(a), Section 4, or Section 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or a change in the nature, identity or status of an obligated person with respect to the Bonds or the type of business conducted by such person; (b) The undertaking in this Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to such Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(d) Any amendment that modifies or increases the duties or obligations of the Dissemination Agent shall be agreed to in writing by the Dissemination Agent. (e) In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Parking Authority shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Parking Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Specified Event, and (ii) the Annual Report for the year in which the
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change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (f) Notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for the occurrence of a Specified Event under Section 5(c).
SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Parking Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Specified Event, in addition to that which is required by this Disclosure Certificate. If the Parking Authority chooses to include any information in any Annual Report or notice of occurrence of a Specified Event in addition to that which is specifically required by this Disclosure Certificate, the Parking Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Specified Event.
SECTION 11. Default. This Disclosure Certificate shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. In the event of a failure of the Parking Authority to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds and upon receipt of indemnity satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by order of a court of competent jurisdiction in the County of San Joaquin, California, to cause the Parking Authority to comply with its obligations under this Disclosure Certificate, provided that any holder or beneficial owner seeking to require the Parking Authority to comply with this Disclosure Certificate shall first provide at least thirty (30) days prior written notice to the Parking Authority of the failure of the Parking Authority, giving reasonable detail of such failure.
Failure by the Parking Authority to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Parking Authority to comply with the terms of this Disclosure Certificate shall be an action to compel performance. No person or entity shall be entitled to recover monetary damages under this Disclosure Certificate.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Parking Authority agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The Dissemination Agent shall be paid compensation by the Parking Authority for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Parking Authority under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
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SECTION 13. Notices. Any notice or other communication to be given by the Parking Authority or the Dissemination Agent under this Disclosure Certificate may be given by delivering the same by first class mail, postage prepaid, messenger, or overnight delivery to the addresses set forth below (until another address is filed by the Parking Authority or the Dissemination Agent with the Trustee):
To the Parking Authority: City of Stockton Parking Authority c/o City of Stockton
425 North El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
If to the Trustee: Wells Fargo Bank, N.A.
Corporate Trust Services
333 Market Street, 18th Floor
San Francisco, California 94105
If to the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 200
Temecula, California 92590
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Parking Authority, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15 Record Keeping. The Parking Authority shall maintain records of Annual Reports and notices of Specified Events, including the content of such disclosure, the name of the entities with which such disclosure was filed and the date of filing of such disclosure.
SECTION 16. Governing Law. The laws of the State of California shall govern this Disclosure Certificate, the interpretation thereof and any right or liability arising hereunder. Any action or proceeding to enforce or interpret any provision of this Disclosure Certificate shall be brought, commenced or prosecuted in any courts of the State located in the County of San Joaquin, California.
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SECTION 17. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: February __, 2020
CITY OF STOCKTON PARKING
AUTHORITY
By:
Chief Financial Officer
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the terms
and conditions of this Continuing Disclosure Certificate
WILLDAN FINANCIAL SERVICES
By:______________________________
Authorized Officer
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Stockton Public Financing Authority
Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Authority (the “Parking Authority”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 executed by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
CITY OF STOCKTON PARKING
AUTHORITY
By:
[Chief Financial Officer]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
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APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, redemption premium, if any, and interest with respect to the Bonds to DTC, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, its Participants and the Beneficial Owners is based solely on the understanding of the Authority and the City of such procedures and record keeping from information provided by DTC. Accordingly, no representations can be made concerning these matters and neither DTC, its Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or its Participants, as the case may be. The Authority, the City, the Trustee, and the Underwriter understand that the current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and that the current “Procedures” of DTC to be followed in dealing with Participants are on file with DTC.
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
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through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC, if less than all of the Bonds within a maturity are being redeemed. DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in each issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority, the City, or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, the Authority, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Bonds to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
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DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority, the City, or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered.
The foregoing information concerning DTC concerning and DTC’s book-entry system has been provided by DTC, and none of the Authority, the City, or the Trustee take any responsibility for the accuracy thereof.
NONE OF THE AUTHORITY, THE CITY, OR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR
BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE
TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION.
In the event that the book-entry system is discontinued as described above, the requirements of the Indenture will apply.
The Authority, the City, and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. None of the Authority, the City, or the Trustee is responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.
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APPENDIX G
PROPOSED FORM OF OPINION OF BOND COUNSEL
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APPENDIX H
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
SF\322161360.1
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EXHIBIT 5
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ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
STOCKTON PUBLIC FINANCING AUTHORITY
and the
PARKING AUTHORITY OF THE CITY OF STOCKTON
THIS ASSOCIATE MEMBERSHIP AGREEMENT, dated as of ______ 1, 20__ (this “Associate Membership Agreement”) is made by and between STOCKTON PUBLIC FINANCING AUTHORITY (the “Financing Authority”) and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”); WITNESSETH:
WHEREAS, the City of Stockton (the “City”) and the former Redevelopment Agency of the City of Stockton (collectively, the “Members”) have entered into Joint Exercise of Powers Agreement, dated as of June 18, 1990 (the “Joint Powers Agreement”), establishing the Financing Authority and prescribing its purposes and powers, and providing, among other things, for associate members of the Financing Authority (an “Associate Member”); WHEREAS, the Financing Authority has been formed for the purpose, among others, of providing financing for Public Improvements (as defined in the Joint Powers Agreement) of the Members and an Associate Member through the acquisition by the Financing Authority of such Public Improvements and/or purchase by the Financing Authority of Obligations (as defined in the Joint Powers Agreement) of the Members and an Associate Member and/or the lending of funds by the Financing Authority to the Members or an Associate Member; WHEREAS, the Parking Authority desires to become an Associate Member of the Financing Authority;
WHEREAS, the Board of Directors of the Financing Authority has determined that the Parking Authority should become an Associate Member of the Financing Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Financing Authority and the Parking Authority do hereby agree as follows:
Section 1. Associate Member Status. The Parking Authority is hereby made an Associate Member of the Financing Authority for all purposes of the Joint Powers Agreement, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement, the Parking Authority shall be and remain an Associate Member of the Financing Authority.
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Section 2. Purpose of this Associate Membership Agreement. The purpose of this Associate Membership Agreement is to facilitate the financing of the acquisition by the Parking Authority of Public Improvements necessary for the governmental operation of the Parking Authority at a cost (taking into account the cost of such financing) which is less than would be possible if the Parking Authority were to acquire the Public Improvements independently of the Financing Authority.
Section 3. Restrictions and Rights of the Parking Authority. The Parking Authority’s powers with respect to the Financing Authority shall be limited to those powers enumerated in Article VIII of the Joint Powers Agreement. The Parking Authority shall not have the right, as an Associate Member of the Financing Authority, to vote on any action taken by the Board of Directors or by the Financing Authority. In addition, no officer, employee or representative of the Parking Authority shall have any right to become an officer or director of the Financing Authority.
Section 4. Effect of Prior Authority Actions. The Parking Authority hereby agrees to be subject to and bound by all actions previously taken by the Board of Directors of the Financing Authority to the same extent as the Members of the Financing Authority are subject to and bound by such actions.
Section 5. No Obligations of the Parking Authority. The debts, liabilities and obligations of the Financing Authority shall not be the debts, liabilities and obligations of the Parking Authority.
Section 6. Execution of this Associate Membership Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of Article VIII of the Joint Powers Agreement.
Section 7. Governing Law. This Associate Membership Agreement shall be governed by and construed in accordance with the laws of the State of California.
Section 8. Execution in Counterparts. This Associate Membership Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.
STOCKTON PUBLIC FINANCING AUTHORITY
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
PARKING AUTHORITY OF THE
CITY OF STOCKTON
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
ATTACHMENT B
Exhibit 6
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Stockton Parking Authority (the “Parking Authority”) in connection with the issuance of $___,___,000 Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “Bonds”).
The Bonds are being issued pursuant to an Indenture dated as of February 1, 2020 (the “Indenture”), by and between the Stockton Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Parking Authority covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Parking Authority for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Parking Authority pursuant to, and as described in, Section 3 and Section 4 of this Disclosure Certificate. “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).
“City” means the City of Stockton, a municipal corporation and charter city. “Disclosure Representative” means the Chief Financial Officer of the City or a designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” means initially Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Parking Authority and which has filed with the Parking Authority written evidence of such designation. “EMMA” means the Electronic Municipal Marketplace Access site maintained by the MSRB, currently located at http://emma.msrb.org.
“Filing Date” means March 31 following the end of each Fiscal Year of the City (or the next succeeding business day if such day is not a business day), commencing with the filing for Fiscal Year 2019-20 due March 31, 2021.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities for which a final offering memorandum has been provided to the MSRB consistent with the Rule.
“Fiscal Year” means with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any 12-month or 52-week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth in Section 3(a).
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2 “Holders” means either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in its depository.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the Official Statement dated ________, 2020 relating to the Bonds. “Parking Authority” means the Parking Authority of the City of Stockton. “Parking CFD” means City of Stockton Community Facilities District No. 2001-1 (Downtown Parking).
“Participating Underwriter” means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Specified Event” means any of the events listed in Section 5(a) or Section 5(b) of this Disclosure Certificate and any other event legally required to be reported pursuant to the Rule.
SECTION 3. Provision of Annual Reports.
(a) The Parking Authority shall provide, or shall cause the Dissemination Agent to provide to the MSRB, not later than the Filing Date, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report shall be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Parking Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Fiscal Year of the City changes, it shall give notice of such change in the same manner as for a Specified Event under this Disclosure Certificate. The Parking Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Parking Authority hereunder. (b) Not later than 15 Business Days prior to the Filing Date, the Parking Authority shall provide the Annual Report to the Dissemination Agent (if other than the Parking Authority). The Parking Authority shall provide, or cause the preparer of the Annual Report to provide, a written certificate with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished to it hereunder. The Dissemination Agent may conclusively rely upon such certification and shall have no duty or obligation to review such Annual Report. (c) If the Parking Authority is unable to provide to the Annual Report to the MSRB by the date required in Section 3(a), the Parking Authority shall send a notice in a timely manner to the MSRB in substantially the form attached as Exhibit A.
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3 (d) The Dissemination Agent shall:
(i) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file the Annual Report the MSRB by the Filing Date, and file any notice of a Specified Event, if requested by the Parking Authority, as soon as practicable following receipt from the Parking Authority of such notice; and
(ii) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file a report with the Parking Authority certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
SECTION 4. Content of Annual Reports. The Parking Authority’s Annual Report shall contain or incorporate by reference the following:
(a) The Statement of Net Assets, the Statement of Revenues, Expenditures and Changes in Fund Net Assets, and the Statement of Cash Flows for the Parking Authority for the prior Fiscal Year, prepared in accordance with generally-accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such financial reports are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements relating to the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not presented in the audited financial statements:
(i) A maturity schedule for the outstanding Bonds;
(ii) The balance in each of the following funds established pursuant to the Indenture as of the close of the prior Fiscal Year:
(A) total deposits in the 2020 Installment Payment Fund for the prior Fiscal Year (with a statement of debt service requirement discharged by the 2020 Installment Payment Fund in the prior Fiscal Year);
(B) the 2020 Reserve Account (with a statement of the current 2020 Reserve Requirement and the name of the guaranteed investment contract provider, if any).
(iii) Debt service schedules for any Parity Debt.
(iv) Information for the prior Fiscal Year is substantially similar to that provided in the following tables of the Official Statement with respect to the Parking CFD:
(A) Table 5–Top 10 Taxpayers;
(B) Table 6–Historical Principal Taxpayers; and
(C) Table 7–Historical Delinquency Information.
(v) Information for the prior Fiscal Year substantially similar to that provided in Table 9–“Revenues by Parking Authority” of the Official Statement; SECTION 5. Reporting of Specified Events.
ATTACHMENT B
4 (a) Pursuant to the provisions of this Section 5, the Parking Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2020 Bonds:
(i) Principal and interest payment delinquencies on the 2020 Bonds; (ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed (Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2020 Bonds, or other material events affecting the tax status of the 2020 Bonds;
(vii) Modifications to rights of the 2020 Bond Holders, if material; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property, if any, securing repayment of the 2020 Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Parking Authority or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisition involving the Parking Authority or an obligated person, or the sale of all or substantially all of the assets of the Parking Authority or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(b) The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of any of the Specified Events and notify the
ATTACHMENT B
5 Parking Authority of such Specified Events; provided, that failure by the Trustee to so notify the Parking Authority shall not relieve the Parking Authority of its duty to report Specified Events as required in this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement.
(c) Wherever the Parking Authority obtains knowledge of the occurrence of Specified Event, the Parking Authority shall, or shall cause the Dissemination Agent (if not the Parking Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Specified Event. (d) The Parking Authority acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(x), (a)(xiii), (a)(xiv), (a)(xiv), and (a)(xv) of this Section 5 contain the qualifier “if material.” The Parking Authority shall cause a notice to be filed as set forth in this Section 5 with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Parking Authority obtains knowledge of the occurrence of any of these Specified Events, the Parking Authority will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the Parking Authority will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the Parking Authority determines that the Specified Event would not be material under applicable federal securities laws, the Parking Authority shall so notify the Trustee in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has been instructed by the Parking Authority to report the occurrence of a Specified Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Specified Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) For purposes of this Disclosure Agreement, any event described in Section 5(a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Parking Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Parking Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Parking Authority. (h) The Dissemination Agent may conclusively rely on an opinion of counsel that the Parking Authority’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.
SECTION 6. Identifying Information for Filings with EMMA. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The obligations of the Parking Authority under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full
ATTACHMENT B
6 of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Parking Authority shall give notice of such termination in the same manner as for a Specified Event under Section 5(c).
SECTION 8. Dissemination Agent. The Parking Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to the Parking Authority at least 30 days prior to the effective date of such resignation. If at any time there is not any other designated Dissemination Agent, the Parking Authority shall be the Dissemination Agent. The Dissemination Agent, if other than the Parking Authority, shall not be responsible in any manner for the content of any notice or report prepared by the Parking Authority pursuant to this Disclosure Certificate.
The initial Dissemination Agent shall be Willdan Financial Services.
SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Parking Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied with respect to such amendment or waiver:
(a) If the amendment or waiver relates to the provisions of Section 3(a), Section 4, or Section 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or a change in the nature, identity or status of an obligated person with respect to the Bonds or the type of business conducted by such person; (b) The undertaking in this Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to such Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(d) Any amendment that modifies or increases the duties or obligations of the Dissemination Agent shall be agreed to in writing by the Dissemination Agent. (e) In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Parking Authority shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Parking Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Specified Event, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (f) Notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for the occurrence of a Specified Event under Section 5(c).
ATTACHMENT B
7 SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Parking Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Specified Event, in addition to that which is required by this Disclosure Certificate. If the Parking Authority chooses to include any information in any Annual Report or notice of occurrence of a Specified Event in addition to that which is specifically required by this Disclosure Certificate, the Parking Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Specified Event.
SECTION 11. Default. This Disclosure Certificate shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. In the event of a failure of the Parking Authority to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds and upon receipt of indemnity satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by order of a court of competent jurisdiction in the County of San Joaquin, California, to cause the Parking Authority to comply with its obligations under this Disclosure Certificate, provided that any holder or beneficial owner seeking to require the Parking Authority to comply with this Disclosure Certificate shall first provide at least thirty (30) days prior written notice to the Parking Authority of the failure of the Parking Authority, giving reasonable detail of such failure. Failure by the Parking Authority to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Parking Authority to comply with the terms of this Disclosure Certificate shall be an action to compel performance.
No person or entity shall be entitled to recover monetary damages under this Disclosure Certificate.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Parking Authority agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The Dissemination Agent shall be paid compensation by the Parking Authority for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Parking Authority under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
ATTACHMENT B
8 SECTION 13. Notices. Any notice or other communication to be given by the Parking Authority or the Dissemination Agent under this Disclosure Certificate may be given by delivering the same by first class mail, postage prepaid, messenger, or overnight delivery to the addresses set forth below (until another address is filed by the Parking Authority or the Dissemination Agent with the Trustee):
To the Parking Authority: City of Stockton Parking Authority c/o City of Stockton
425 North El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
If to the Trustee: Wells Fargo Bank, N.A.
Corporate Trust Services
333 Market Street, 18th Floor
San Francisco, California 94105
If to the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 200
Temecula, California 92590
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Parking Authority, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15 Record Keeping. The Parking Authority shall maintain records of Annual Reports and notices of Specified Events, including the content of such disclosure, the name of the entities with which such disclosure was filed and the date of filing of such disclosure.
SECTION 16. Governing Law. The laws of the State of California shall govern this Disclosure Certificate, the interpretation thereof and any right or liability arising hereunder. Any action or proceeding to enforce or interpret any provision of this Disclosure Certificate shall be brought, commenced or prosecuted in any courts of the State located in the County of San Joaquin, California.
ATTACHMENT B
9 SECTION 17. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: February __, 2020
CITY OF STOCKTON PARKING
AUTHORITY
By:
Chief Financial Officer
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the terms
and conditions of this Continuing Disclosure Certificate
WILLDAN FINANCIAL SERVICES
By:______________________________
Authorized Officer
ATTACHMENT B
Exhibit 6
A-1
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Stockton Public Financing Authority
Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Authority (the “Parking Authority”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 executed by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
CITY OF STOCKTON PARKING
AUTHORITY
By:
[Chief Financial Officer]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
SF\322161084.1
ATTACHMENT B
EXHIBIT 7
ASSIGNMENT AGREEMENT
Dated as of , 20__
by and between the
CITY OF STOCKTON
and
PARKING AUTHORITY OF THE CITY OF STOCKTON
Relating to
Special Tax Revenues of
the Community Facilities District No. 2001-1
(Downtown Parking)
ATTACHMENT B
TABLE OF CONTENTS
Page
98892695.4 i
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1 Section 1.02. Construction..................................................................................................... 2
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues ................................................... 2
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01. Representations, Warranties and Covenants of the City.................................. 3
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS OF THE AUTHORITY Section 4.01. Binding Obligations......................................................................................... 4 Section 4.02. Litigation.......................................................................................................... 4
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement................................................................................... 5 Section 5.02. Notices ............................................................................................................. 5 Section 5.03. Governing Law ................................................................................................ 5 Section 5.04. Amendments, Etc............................................................................................. 5 Section 5.05. Beneficiaries .................................................................................................... 5 Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement........................................... 6 Section 5.07. Severability ...................................................................................................... 6 Section 5.08. Counterparts..................................................................................................... 6
ATTACHMENT B
98892695.4 1
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT, dated as of ____, 20__ (this “Agreement”), is made by and between the CITY OF STOCKTON, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter (the “City”), and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”).
RECITALS:
WHEREAS, the City Council of City previously passed Resolution No. 2013-12-17-1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution;
WHEREAS, the City has previously transferred to the Parking Authority all of its rights, title and interest in the City’s parking facilities (the “Parking Facilities”) pursuant to the terms of a Forbearance Agreement, dated as of February 25, 2015, by and among the City, Wells Fargo Bank National Association, the Parking Authority, the Stockton Public Financing Authority and National Public Finance Guarantee Corporation;
WHEREAS, the City has previously formed Communities Facilities District No. 2001-1 (Downtown Parking) (the “CFD”) for the purpose of providing certain facilities and services within the CFD and levying a special tax within the CFD, as provided in a rate and method of apportionment, as amended, relating to the CFD, to pay the costs of such facilities and services, including the operation and maintenance costs of the Parking Facilities; WHEREAS, in light of the fact that the Parking Authority is responsible for the operation and maintenance of the Parking Facilities, the City now desires to assign the revenues of the special tax levied in the CFD to the Parking Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms have the meanings indicated below or in the referenced Section of this Agreement, unless the context shall clearly indicate otherwise:
“City” means the City of Stockton, California, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter.
ATTACHMENT B
98892695.4 2
“CFD” shall have the meaning ascribed to such term in the recitals of this Agreement. “CFD Revenues” shall mean revenues generated by the levy of the Special Tax within the CFD pursuant to the terms of the Rate and Method.
“Installment Purchase Agreement” means that certain Installment Purchase Agreement, dated as of February 1, 2020, by and between the Parking Authority and the Stockton Public Financing Authority.
“Parking Authority” means the Parking Authority of the City of Stockton, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California.
“Parking Facilities” shall have the meaning ascribed to such term in the recitals of this Agreement.
“Rate and Method” means the Second Amended Rate and Method of Apportionment of Special Tax, approved by the voters of a special election held within the CFD on December 13, 2005, as such Second Amended Rate and Method of Apportionment of Special Tax may be amended from time to time in accordance with the laws of the State of California. “Special Tax” means the special tax levied in the CFD in accordance with the Rate and Method.
Section 1.02. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular includes the plural, the part includes the whole and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” has the meaning “including, but not limited to.” The section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified.
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues.
(a) In consideration of the Parking Authority’s agreement to continue to operate and maintain the Parking Facilities and the costs incurred by the Parking Authority in connection with the operation and maintenance of the Parking Facilities, the City does hereby assign all of the City’s rights, title and interest in, and to, the CFD Revenues, and the Parking Authority does hereby acquire, accept and receive, all of the City’s rights, title and interest in, and to, the CFD Revenues received by the City.
ATTACHMENT B
98892695.4 3
(b) The City hereby agrees to transfer all CFD Revenues as soon as practicable upon receipt of thereof to the Parking Authority. (c) The Parking Authority hereby agrees to apply the CFD Revenues in a manner consistent with the uses prescribed in the Rate and Method.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Parking Authority that, as of the date of execution of this Agreement that:
(a) The CFD is a community facilities district duly organized and validly existing under the laws of the State.
(b) The officers of the City executing this Agreement are duly and properly in office and fully authorized to execute the same.
(c) The resolutions and ordinance relating to the formation of the CFD and the levy of the Special Tax are in full force and effect and have not been amended, modified, rescinded or challenged by referendum.
(d) The City has recorded the notice of special tax lien on the real property records of the City which established a continuing lien on the land within the CFD securing the payment of the Special Tax.
(e) This Agreement will constitute the legal, valid and binding agreement of the City enforceable against the City by the Parking Authority in accordance with its terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.
(f) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
ATTACHMENT B
98892695.4 4
(g) No consent or approval of any trustee or holder of any indebtedness of the City or any guarantor of indebtedness of or other provider of credit or liquidity of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of this Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect.
(h) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the CFD or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Agreement, and the City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
(i) During the term of this Agreement, the City shall not amend the Rate and Method, or take any actions that would alter the geographic boundaries of the CFD or modify the Special Tax without the prior written consent of the Parking Authority. (j) During the term of this Agreement, the City shall take all necessary actions to ensure that the Special Tax is levied and collected within the CFD pursuant to the terms of the Rate and Method.
(k) During the term of this Agreement, the City shall not enter into any contract or agreement, or cause the issuance or incurrence of indebtedness, that is payable from the Special Taxes without the prior written consent of the Parking Authority.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS OF THE AUTHORITY Section 4.01. Binding Obligations. This Agreement is a legal, valid and binding obligation of the Parking Authority, enforceable against the Parking Authority in accordance with its terms, subject to any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws, judicial discretion and principles of equity relating to or affecting creditors’ rights or contractual obligations generally or limitations on remedies against public entities in the State.
Section 4.02. Litigation. There is no action or investigation pending or threatened against the Parking Authority before any court or administrative agency which questions the validity of any act or the validity of any proceeding taken by the Parking Authority in connection with the
ATTACHMENT B
98892695.4 5
execution and delivery of this Parking Agreement, or wherein an unfavorable decision, ruling or finding would in any way adversely affect the validity or enforceability of this Parking Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement. This Agreement shall terminate upon the earlier of (i) the date on which the Parking Authority is no longer required to apply the CFD Revenues to the payment of Operation and Maintenance Costs (as such term is defined in the Installment Purchase Agreement) pursuant to Section 5.17 of the Installment Purchase Agreement or (ii) the date on which the obligations of the Parking Authority under the Installment Purchase Agreement have been discharged.
Section 5.02. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the parties hereto shall be deemed to have been sufficiently given or filed, for all purposes, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid; or, if given by facsimile transmission, when receipt is acknowledged by the individual or an authorized representative of the party. It shall be sufficient service of any notice, request, complaint, demand or other paper on the on a party hereto if the same shall have been actually received. Notices hereunder sent by mail shall be sent by first class mail or overnight mail, postage prepaid, addressed as follows:
To the Parking Authority: Parking Authority of the City of Stockton c/of City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director
To the City: City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: City Manager
Section 5.03. Governing Law. This Agreement is a contract made under the laws of the State and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State.
Section 5.04. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the parties hereto shall in any event be effective unless the same shall be in writing and signed by such parties, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 5.05. Beneficiaries. This Agreement is not intended and shall not be construed to confer upon any person other than the parties hereto, and their successors and permitted assigns, any rights or remedies hereunder.
ATTACHMENT B
98892695.4 6
Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement.
Section 5.07. Severability. If any provision of this Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable, the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.
Section 5.08. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.
ATTACHMENT B
98892695.4
[Signature page to Assignment Agreement]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement, effective as of the day and year first above written.
CITY OF STOCKTON
By:
Name:
Title:
[Signatures continued on following page]
ATTACHMENT B
98892695.4
[Signature page to Assignment Agreement]
PARKING AUTHORITY OF THE CITY OF
STOCKTON
By:
Name:
Title:
ATTACHMENT B
Council Motion 2021-06-22-1208
ATTACHMENT C
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO INCREASE EXPENDITURE AUTHORITY WITH COMCAST INC. FOR INTERNET SERVICES TO
PARKING FACILITIES
City Council previously approved Motion 2021-06-22-1208 which authorized the City of Stockton to participate in CALNET, the State of California’s telecommunication agreement with service providers; and
Internet connectivity is required for the operation of the new PARCS program that will control the ingress and egress of all garages and some lots within the parking operation; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. Authorizing an increase in expenditure authority, to a total estimated amount of $180,730 over a 36-month term, for Comcast business class internet service, construction, installation costs, and monthly recuring service charges, utilizing the City’s CALNET NextGeneration contract with Comcast, approved by Council Motion 2021-06-22-1208.
2. Authorizing the City Manager, or designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED July 26, 2022 .
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
Resolution No.
PARKING AUTHORITY OF THE CITY OF STOCKTON
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH FLASHPARKING, INC., TO PROVIDE A PARKING ACCESS AND
REVENUE CONTROL SYSTEM TO FIVE PARKING FACILITIES
The Stockton Public Financing Authority previously approved Resolution No. PFA 2019-12-17-1501 which authorized the issuance and sale of Parking Authority Revenue Bonds; and
The new bonds generated savings of approximately $3 million, which was allocated to the Parking Authority to fund capital projects such as the installment of a new revenue control system for five (5) downtown parking garages; and The Parking Authority issued an RFP on September 9, 2021, with the intent to identify a qualified contractor with the experience to install a new revenue control system; and
FlashParking, Inc., was selected as the best candidate to install a new revenue control system in the downtown parking garages; and
With the savings generated by the issuance of the Parking Authority Revenue Bonds, as previously described, the Parking Authority wishes to contract with FlashParking, Inc., to install a new revenue control system in the downtown parking garages and; now, therefore,
BE IT RESOLVED BY THE BOARD OF THE PARKING AUTHORITY OF THE CITY OF STOCKTON, AS FOLLOWS:
1. Authorizing the Executive Director, or designee, to execute an agreement with FlashParking, Inc. (FLASH) in the amount of $1,799,990, to provide a Parking Access and Revenue Control System (PARCS) to five (5) parking facilities located in downtown Stockton (Exhibit 1).
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2. Authorizing the Executive Director, or designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED July 26, 2022 .
KEVIN J. LINCOLN II
Chairperson of the Parking Authority Board
ATTEST:
ELIZA R. GARZA, CMC
Secretary of the Parking Authority of the Board
1 (ZĞǀ͘ϭ.Ϭϲ.ϮϮ)
CITY OF STOCKTON
STANDARD AGREEMENT
1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”) to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: Terminates on:
_____________________________________________________________________________
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
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<(6 ____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
______________________________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address
CITY OF STOCKTON
_________________________________________________________BB________________ +DUU\%ODFN City Manager Date
ATTEST:
____________________________________________________________________________ (OL]D5*DU]D&0&, City Clerk
APPROVED AS TO FORM:
Lori Asuncion, Acting City Attorney
BY:
Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –
H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
FlashParking, Inc. a Parking and Revenue Control System (PARCS) August 1, 2022 June 30, 2027
1,799,990
Goods and Services Special Terms and Conditions
ARPA
FlashParking, Inc.
Sam Goodner - Chief Strategy Officer
3801 S Capital of Texas Highway, Suite 250, Austin, TX 78704 1 (Rev. 10.30.18)
EXHIBIT A
STATEMENT OF WORK
1. Project Objectives
The Contractor will furnish, deliver, install, and implement a new Parking Access & Revenue Control System (PARCS), for parking facilities located in downtown Stockton.
2. Project Scope
The project includes the design, delivery, installation, implementation, system operation training and implementation of a service agreement for a new PARCS program, and a new P2PE EMV Credit Card Network, that will be installed in downtown Stockton. Each of the City’s parking facilities, will contain PARCS equipment used by daily transient parkers for short-term, monthly contract parking, time of day permit parkers, business and administration visitors with validations, and/or special event parking (special event parking will exclude Channel Garage). PARCS will include a facility monitoring system that will allow the City or City representative, to monitor the status of all parking control devices and distribute remote commands to all applicable equipment. The PARCS program will include an electronic count system which will allow the City or City representative, to collect real-time occupancy data. Additionally, PARCS will consist, but not be limited, to the following systems or components:
2.1 Centralized Parking Facilities Management System
2.2 Central Cashiering Equipment that includes POS Features
2.3 Automated Payment Stations
2.4 Automated Barrier Gates
2.5 Hosted PARCS Report and management System
2.6 Transient Ticket Validation & Multi-Use Coding System
2.7 Proximity Access Control & Debit Value System
2.8 Dynamic Space & Vehicle Counting System & LED Signage IP Network Intercom System
2.9 ParkMobile or equivalent application and NFC Payment Integration 2 (Rev. 10.30.18)
2.10 Warranty/Service Agreement
Contractor project work on the parking facilities will include the following facilities: (any modifications to this list either do to finances or priority changes will be at the sole discretion of the City and will be made in writing to Contractor.)
2.15 Coy Garage, located at 130 N. Hunter St, has five levels of parking, and provides parking for approximately 569 vehicles.
2.16 Market Garage, located at 430 E. Market St, is a four-level parking facility that provides parking for approximately 780 vehicles.
2.17 SEB Garage, located at 15 N. EL Dorado St, is a seven-story parking facility that provides parking for approximately 720 vehicles.
2.18 Channel Garage, located at 350 E Channel St, is a four-level parking facility that provides parking for approximately 331.
2.19 Arena Garage, located at 310 W Fremont St, is a seven-story parking facility that provides parking for approximately 591 vehicles.
3. Specifications
The Contractor will design, deliver, install, and implement the PARCS, based on the following:
3.1 Equipment will be designed, fabricated, and installed to operate effectively under the climate and conditions, of Stockton, CA. All equipment will be utilized near the exterior of the facilities and will be exposed directly to weather, including but not limited to:
3.1.1 Ambient temperature: 20ºF to 120ºF
3.1.2 Humidity: 0% to 95% (non-condensing)
3.1.3 Rain: Blowing rain with 10 mph winds
3.1.4 Dust: Blowing dust and fine particles
Without excluding safety measures necessary to protect the equipment and keep it operating properly, the Contractor will provide self-contained heating and cooling devices for PARCS. If the equipment does not operate to the City’s satisfaction and within the warranty period, the equipment shall be repaired, or replaced with the proper equipment that will satisfy the City, at no cost to the City.
3 (Rev. 10.30.18)
3.2 System Operation: The PARCS will be designed to facilitate all parking transactions, including cash and credit card payments, proximity access card system, QR/barcode, and NFC revenue control system. See Exhibit F for listing of equipment.
3.2.13 IP Intercom to communicate within the hosted Stockton parking network.
3.2.14 The PARCS lane devices shall retain an active transaction file if communication between the lane device and the host system is interrupted. If communication is interrupted and re‐established, upon reestablishing communication, the information within the lane device will be communicated to the host and the database at the host system will be updated for all transactions that have been processed.
3.3 Automatic Barrier Gates.
3.3.1 Barrier gates will be UL Approved and labeled on the exterior of the cabinet.
3.3.2 Barrier gate will display on the exterior of the cabinet a model plate indicating the manufacturers name, address, model number, serial number, main power supply, secondary power supply ratings, and amperage ratings.
3.3.3 The barrier arm will retract quickly in a vertical plane on a command signal from the lane device and return to the lower position upon a signal from a detector ("closing loop") located beyond the gate arm.
3.3.4 Electronic sensor switches or variable motor measurement technology is preferred to maintain consistent up and down stopping points of the barrier gate arm.
3.3.5 Barrier Gates may be on‐line to the hosted network and shall be capable of responding to remote "Raise", "Lower", "Open Lane" and "Close Lane" commands through a network device from a hosted network. A real‐time status condition is required for all barrier gates.
3.3.6 Barrier Gates will transmit status messages to the hosted network to indicate "UP" and "DOWN" status and gate malfunction or alarm condition.
4 (Rev. 10.30.18)
3.3.7 The unit shall include a 10’ (ft.) barrier arm made of aluminum construction and have reflective markings for visual awareness.
3.3.8 The barrier arm will provide for a breakaway mounting flange design feature that can easily be replaced when disengaged or broken.
3.3.9 The height of the gate arm will be approximately 36 inches from driveway surface in the DOWN position.
3.3.10 The barrier gate arm will have a down strike safety feature. This feature activates automatically when an object is struck by the barrier arm during its descent. The barrier arm will immediately reverse and return to the UP position without damage, and remain up from 2 to 60 seconds, until automatically reset by an internal variable control timer. The sensory function will be initiated by sensing the internal mechanical action. The external mounting of tubes, wiring, and electrical devices on the gate arm will not be acceptable.
3.3.11 The barrier gate will remain in the up position so long as a presence is detected on the closing loop.
3.3.12 The barrier gate arm will return to the down position after a programmable period if vehicle passage through the gate is not completed and there is no vehicle presence on any detector loops in the lane.
3.3.13 If a barrier gate remains in the up position when there are no vehicles detected on the lane loops, the gate will send an alarm signal to the hosted network.
3.3.14 If a barrier gate remains in the up position for more than sixty (60) seconds without completing a vehicle entry sequence, the gate will send an alarm signal to the hosted network.
3.4 Vehicle Detection Loops and Vehicle Detectors.
3.4.1 Vehicle Loop Detectors will be installed for barrier gates, at Entry and Exit Control Stations, vehicle lane counting, and for any other device that requires vehicle detection input, to function as a complete system.
5 (Rev. 10.30.18)
3.4.2 Contractor will install enough vehicle detectors to provide the controls necessary to meet the overall system functions described in this contract.
3.4.3 Contractor will use care and diligence in making saw‐cuts to avoid contact with, or exposure of, embedded concrete reinforcement or cabling.
3.4.4 The vehicle detection loop wire installed by the Contractor will be complete and terminated at the end wiring point without breaks or splices.
3.4.5 Contractor will use care and diligence in locating embedded loops to avoid interference from other metal objects, including engineered saw‐cuts, clean‐out, backer‐rod and traffic grade loop sealant applied in a professional manner.
3.4.6 Approved loop sealant must be used to provide weather and moisture protection for the loops.
3.4.7 Contractor will repair any damage to concrete curbs or islands resulting from the installation.
3.4.8 Contractor will install in‐ground PVC vehicle detection loops where required at the entry and exit lanes.
3.5 Uninterrupted Power Supply (UPS).
3.5.1 A single UPS unit, appropriately sized, will support all devices at an individual exit lane with the exception of cashier booth HVAC units. UPS units that supply conditioned and back‐up power to multiple components are required to minimize maintenance.
3.5.2 Conditioned/emergency power through the TCP/IP‐enabled UPS units will be provided at all facilities to protect components from loss of power, power spikes, and power sags at all entry and exit lanes.
3.5.3 UPS battery back‐up for all lanes will be sized to last sixty (60) minutes.
3.5.4 An on‐line, solid state UPS will provide both backup power and transient surge protection. Contractor will need to be alerted to the fact that there may be several power distribution panels providing electrical service to each island.
6 (Rev. 10.30.18)
3.5.5 UPS backup requirements for each of the locations where UPS backup is required.
3.5.6 The City or City representative will review and approve the UPS units to be provided by the Contractor.
3.5.7 The Contractor will test all UPS system components during the Site Acceptance Tests for each parking lane/facility.
3.5.8 The UPS will be sized with a 20% spare capacity minimum and will consist of a power module, storage battery and a battery disconnect switch.
3.5.9 The UPS will have a lockable weather resistant UL designation suitable for outdoor mounting.
3.5.10 All UPS units will be SNMP compatible to allow automated notification when battery power is activated, or the battery levels become critically low. On‐line communication using an
appropriate UPS monitoring software application will be provided on one or more workstations with user selectable options to view the status of each individual installed UPS unit.
3.5.11 At a minimum, the monitoring software will display the operational status of each UPS unit (line/battery, online/offline) and generate alarms in the event the UPS unit’s battery power is activated, becomes low or is completely exhausted.
3.6 Entry Control Station.
3.6.1 The Entry Control Station (ticket issue device) will include an IP Intercom substation, to be provided by the Contractor. The unit will have a minimum capacity of 4,000 transient tickets.
3.6.2 Entry Control Station will be on‐line to the hosted network and will communicate the operational status of the device and any exception transactions as identified in this section.
3.6.3 The issue of a transient print‐on‐fly ticket will be controlled by a vehicle detector loop presence located within the entry lane, adjacent to the Entry Control Station. Upon detection of a vehicle, the Entry Control Station will activate a customer push‐button, QR/barcode Reader, and/or Proximity Access Card Reader.
3.6.4 The Entry Control Station will encode and print the QR/barcode on the back of the print‐on‐fly ticket with a unique facility code, 7 (Rev. 10.30.18)
device ID number, transaction number, ticket number, rate/tariff structure, and entry date/time (including the year). The device ID number and entry date/time will also be printed on the face of the ticket in a readable format.
3.6.5 The Entry Control Station will contain the following additional operating features:
● Utilize visual instructions for parkers to understand the sequence to obtain a ticket.
● Intuitive parker interface with a monitor/screen containing pictographs as necessary to assist the parker through the entry process.
● All static text shall be in English language with universal icons and graphics.
● Integrated and on‐line within the PARCS network utilizing TCP/IP networking.
● QR/barcode Reader for system validation, coupons, vouchers, ParkMobile APP, and for any future QR/barcode applications. ● EMV P2PE Credit Card readers with display integration for process functions. EMV reader to also provide for NFC payment options.
3.6.6 Back-Out Ticket and operation:
● If the vehicle backs out of the lane after a ticket has been issued, but the ticket remains in the transport opening of the Entry Control Station, the ticket will be voided in the portal, and by encoding the QR/barcode, and print.
▪ Such occurence will be documented on the hosted
network, identifying the ticket number as a "Invalid
Ticket.” The message shall include the device ID number, date/time of the event, and transactional sequence
number.
3.6.7 The time will be field programmable to print in either military or AM/PM format.
8 (Rev. 10.30.18)
3.6.8 The unit will be provided with heating, cooling, thermostats, etc., as required and of adequate size and tested by the Manufacturer, to ensure satisfactory operation in the environmental conditions at the installed location.
3.6.9 Off‐line Operation and Recovery of Transaction Data:
● The Entry Control Station will be capable of operating independently of the remainder of the system if communication with the hosted network is lost. The Entry Control Station shall maintain an internal record of all normal transactions and ticket serial numbers issued. This data will be transmitted to the hosted network upon restoring network communications.
● When communication is restored, the Entry Control Station shall automatically transmit all Stolen and Back‐Out ticket transaction information not previously transmitted to the hosted network.
This transmission shall include the last transaction sequence number transmitted before the communication failure to
establish continuity.
3.7 Exit Control Station.
3.7.1 The Exit Control Station (no cashier) will be installed to allow customers to process their entry tickets and pay by credit card or by a validation credential.
3.7.2 The Exit Control Station will be similar in size to the Entry Control Station.
3.7.3 The Exit Control Station will be capable and programmed to perform automated processing of credit card exit transactions and pre‐paid tickets, and system encoded validation tickets.
3.7.4 The Exit Control Station will include a two‐line visual display capable of being programmed to automatically provide visual prompts at each step in the transaction process and for other likely events, such as insertion of the credit card before insertion of the ticket. Minimum character height for the display will be 3/8 inch.
3.7.5 The Exit Control Station will include QR QR/barcode Reader for system validation, coupons, vouchers, ParkMobile APP, and for any future QR/barcode applications.
9 (Rev. 10.30.18)
3.7.6 The Exit Control Station will include EMV P2PE Credit Card readers with display integration for process functions. EMV reader to also provide for NFC payment options.
3.7.7 The Exit Control Station will be on‐line with the hosted network.
3.7.8 The Exit Control Station will be capable of functioning in two (2) modes simultaneously:
● Mode 1: Processing credit card payment of an entry ticket ("ticket in / credit card out”)
● Mode 2: Processing of a pre‐paid ticket to open the gate. The ticket can be pre‐paid at the Automated Payment Station or Central Cashier Station or encoded for exit, by a combination of chaser ticket or validation tickets, chaser ticket or by a one‐time use pass.
3.8 Proximity Access Cards.
3.8.1 Contractor will provide an initial supply of 2000 HID PROX Card II Access Cards.
3.8.2 Proximity Access Cards will be blank white stock and include the printed sequential serial number on the front face.
3.8.3 The Facility Site Code will be provided by the City or representative.
3.8.4 Serial Number encoding will be from 0001 – 2000.
3.9 PROX Card – Monthly Access Control System.
3.9.1 The Proximity Card Access Reader is designed for vehicle access installations where a mid‐range read environment is desired.
Read range will be a minimum of 12 inches from the front face plate.
3.9.2 Expandable design capabilities to add additional external Proximity Readers, therefore providing for site configuration flexibility in the future.
3.9.3 All‐in‐one design.
10 (Rev. 10.30.18)
3.9.4 Network connectivity to PARCS lane controller and application software module supporting, TCP/IP, RS232, RS485 and
Wiegand protocol.
3.9.5 Card Access Software Module must provide a Positive Posting of Cardholder Account Payments
3.9.6 All payments made to a cardholders account are posted in real time and will make that card or cards available for entry or exit immediately.
3.10 Intercom System.
3.10.1 Contractor will provide a turn‐key IP intercom system that consists of a minimum of FOUR (4) host desk top intercom stations and an integrated microphone and speaker at each designated garage.
3.10.2 The intercom substation will be a push‐button intercom such that in the event a parker needs assistance, the button can be pushed, and a connection established between the field location and any host intercom station.
3.10.3 The intercom system will utilize secure VOIP and be programmable to communicate to outside voice devices such as a land telephone or mobile phone.
3.10.4 The intercom communications program tree will be configured to dial direct to multiple IP command desk consoles located in the City with roll over capabilities to sequential City, or mobile phone contact points. The intercom base station will be equipped to display the physical location of the incoming intercom call.
3.10.5 Once activated, two‐way communication will be possible, and the intercom line remains open until the parking staff member terminates the call.
The function of the two-way communication system will be determined by the capabilities of the system that is utilized by the City or designee, at the time of the new PARCS installation. The City will determine the two-way communication system.
3.11 Dynamic Space Count System (DSCS).
3.11.1 The DSCS will be integrated into the PARCS to identify the available parking spaces within the parking facility. The DSCS will consist of the vehicle detection devices or sensor devices field 11 (Rev. 10.30.18)
located to accurately identify occupancy to a floor, sector, or zone, and at each entry and exit lane for accurately detecting vehicle traffic flow.
Accurate detection of vehicles is the primary objective of the DSCS. In‐pavement inductive loop detectors are only to be used in entry and exit lanes. Surface mounted loop detectors that are applied to the slabs with an adhesive strip will not be accepted.
3.11.2 The DSCS will obtain an Input/Output (I/O) pulse from PARCS lane equipment at entry and exit lanes or sensor devices placed at ramp locations.
3.11.3 The sensor count inputs will be transmitted to the DCSC Controllers and will process the data on a real‐time basis. The data management and processing shall consist of identifying the I/O data to a corresponding add or subtract input register and comparing the I/O vehicle counts against a predetermined number of parking spaces within each identified floor, zone, sector, or surface lot.
3.11.4 DSCS will be a central cloud-based management solution of components to allow all count levels to be monitored and manually adjusted from the web application.
3.11.5 Display the occupancy levels in real time on the application.
3.11.6 Adjustments and target limits will be configurable within the web‐ based application.
3.11.7 API 3rd Party interface portal available with security levels.
3.11.8 Deploy/Export count information in CSV format for custom report design/data manipulation.
3.11.9 Provide Automated email alerts – hourly count status or facility full alerts
3.11.10 Will communicate with up to 255 count signs: static and variable message.
3.11.11 Contractor will design, furnish, and install any additional infrastructure that the DSCS requires, at no additional cost to the City.
12 (Rev. 10.30.18)
3.11.12 All mounting hardware for the DSCS that are part of the DSCS including any overhead mounting structures required on the ramps ascending to and descending from the roof levels of the parking garage will be provided by the Contractor. Any
penetration of concrete surface will require the approval of the City, prior to saw cutting, drilling, or other type of penetration.
3.11.13 Provide an API Integration to upload parking availability in real‐ time for public viewing as well as a Contractor provided Mobile application. The DSCS shall be fully automated with no City intervention required under normal operating circumstances.
While in operation, there will be allowances for manual adjustments and override of the DSCS via the workstations, including but not limited to:
● Establishing the initial number of parking spaces on each level of the parking garages and within each parking facility. ● Setting parking space variance values.
● Manual control of all parking space count dynamic signs. ● Adjustment of the number of spaces available on each parking level and within each parking facility.
● Reconciliation after a survey or inventory.
3.11.14 For each parking facility, the system will receive input from the PARCS at each entry lane. As a vehicle enters a parking facility, a valid entry transaction will cause a signal to be sent to the DSCS controller and subsequent software interface. The DSCS will record the event and decrement by one count, the number of available parking spaces. At an exit lane, a valid exit transaction will cause the number of available spaces within the parking facility to increment by one.
3.12 LED Dynamic Space Available Signage.
3.12.1 The DSCS will interface and include LED dynamic signs for each parking facility.
3.12.2 All DSCS signs shall be LED type. The sign types include:
● Facility Open/Full/Closed Sign – dynamic signs on approach roadways or at entry plazas that depict the status for each 13 (Rev. 10.30.18)
facility by displaying “OPEN” in green or “FULL” or “CLOSED” in red.
3.12.3 The DSCS software will control the message that is displayed on all signs.
3.12.4 The DSCS will allow the City or representative, to override the status displayed and to change the predetermined occupancy number that triggers a change from one sign display to another displayed status.
3.13 Cashier Station – Central Station (Garage Office) or Exit Lane Fee Computer.
3.13.1 Cashier Station will be an on-hosted network. Hosted network with real-time access to reports and status of each cashiering station.
3.13.2 The electrical and communication connections from all peripheral devices, printers, and scanners to the Cashier Station will be tamper‐resistant and will not use accessible plug‐in connections.
3.13.3 The Cashier Station will automatically compute parking fees based on duration of stay upon insertion of a QR/barcode ticket that is encoded with the entry date/time, facility code and a rate code from the issuing Entry Control Station. The ability to “ADD” additional service fees by a field programmable manual button is required.
3.13.4 Detail fee transaction report will be included on shift reports and general totals reports.
3.13.5 The Cashier Station will include an industrial power supply with a secure wire connection compartment, thermal industrial
receipt/report printer, cash drawer & note tray and customer fee display.
3.13.6 A minimum of 999 attendant access I.D. numbers shall be available simultaneously to establish individual accountability for each cashier and prevent transactions by unauthorized persons.
Cashier can only be logged onto one piece of equipment at a time.
3.13.7 The Cashier Station will include attendant register banks to provide individual audit data for minimum of 10 attendants per day without clearing totals. Each category will include English text 14 (Rev. 10.30.18)
category headers. Each attendant's report will include at a minimum:
● Attendant number.
● Shift sequence number.
● Log off date/time (shift start).
● Log off date/time (shift end).
● Starting non‐resettable transaction number.
● Ending non‐resettable transaction number.
● Starting non‐resettable grand total fees amount.
● Gross fee amount for shift.
● Net fee - cash transactions.
● Net fee - regular credit card transactions.
● Net fee ‐ manual credit card transactions.
● Net fee ‐ internal debit card transactions (if implemented). ● Validation discounts total.
● Fee adjustment amount (insufficient funds).
▪ Shall be accomplished by setting up a validation account and titled “Insufficient funds”.
● Amount of fees for cancelled transactions (cancelled after display of amount due).
● Amount of fees for non‐revenue badge transactions.
● Amount for voided tickets.
● Total number of transactions.
● Total number of cash transactions.
● Total number of regular credit card transactions.
15 (Rev. 10.30.18)
● Total number of manual credit card transactions.
● Total number of internal debit card transactions.
● Total number of validations.
● Total number of fee adjustment transactions.
● Total number of cancelled transactions (cancelled after display of amount due).
● Total number of Non‐Revenue Badge transactions.
● Total number of void transactions
3.13.8 An electronic revenue report will be able to provide hard‐copy documentation of each transaction as it occurs or be able to accomplish by printing a transaction report.
3.13.9 Customer Receipts:
● Issue of receipts shall be programmable to issue on demand via a "receipt' key or issue automatically upon the completion of each transaction at the City’s option.
● Receipts will include the following information: facility name, date/time in, date/timeout, amount paid, transaction number, attendant I.D. number, and rate code.
● Receipts for credit card transactions will include only the last four (4) digits of the credit card number and no expiration date. ● If programmed to issue on demand, a receipt will not issue after the vehicle has left the lane as indicated by passing over and clearing the detector loops.
3.13.10 The Cashier Station will be capable of accessing and applying a minimum of six individual rate structures; all field programmable.
3.13.11 The fee structure will be initially set up by the Contractor, according to City requirements. The fee structure will be locally programmable to facilitate change.
3.13.12 The Cashier Station will provide a minimum of 200 programmable validation accounts each of which can be independently
16 (Rev. 10.30.18)
programmed to simultaneously provide time‐off discounts, dollar amount discounts or full value discounts, percentage off or fixed fee.
3.13.13 The Cashier Station will provide interactive messages on a display screen to prompt the cashier through each step of programmed transactions and to provide other messages and instructions as described in this section.
3.13.14 The Central Cashier Station will automatically transmit completed transaction information, designated exception transaction alarms, shift start and end data, and equipment status information to the hosted network on a real‐time basis.
3.13.15 The Central Cashier Station will automatically receive and store information from the hosted network and control commands issued from the hosted network, including periodic time synchronizations.
3.13.16 Any Cashier Station will provide the capability to encode cashier ID with a Supervisor password that is authorized for that function.
3.13.17 Exception Transactions: the Cashier Station will be capable of processing the following exception transactions:
● Ability to issue refunds in cash or back on credit cards. ● Lost Ticket ‐ Processed using substituted blank exception ticket stock.
● Damaged Ticket ‐using substituted blank ticket.
▪ Shall be treated as a “Lost Ticket”.
● Unreadable Ticket (encoding cannot be read properly) ‐using original customer ticket.
● Non-Revenue Badges
3.13.18 Credit Card Transactions – Contractor will provide the following:
● The EMV credit card processing will be configured in such a manner as to expedite the processing sequence securely. The P2PE transmission will bypass a central location, such as the host computer or servers that recognize the credit card process occurring at the cashier level and directly forward the encrypted data to the clearinghouse.
17 (Rev. 10.30.18)
● Credit card transactions will be transmitted to the clearinghouse at the time of transaction. Authorization from credit card transactions, from swipe or insertion to authorization shall not exceed six seconds. It is understood that credit card
transactions are not stored if the system is offline, in order to protect against fraud.
3.13.19 Integrating and supporting the communication system desired by City, for establishing the connection between PARCS and the Bank clearinghouse merchant processor. The communication system will be a secure internet connection. The Merchant Processor and platform will be provided by City.
3.13.20 A copy of PCI‐CISP Certification of all System components, 3rd Party integration, parts, software, and equipment in proposal.
3.13.21 Process credit card transactions for credit cards authorized by the owner.
3.13.22 System will accept ParkMobile QR codes, validation coupons, chaser tickets, or other credential for partial or full payment of parking fee.
3.13.23 An efficient means of automatically reading all credit card technology; magnetic stripe, EMV, NFC or other when required to convert technology.
3.13.24 Perform a standard validity check on the number sequence before proceeding with the transaction.
3.13.25 Submit the credit card information and the fee amount for authorization via P2PE to obtain an approval from the
clearinghouse directly. The EMV credit card processing
component of the PARCS must be able to function over a secure internet line.
3.13.26 The Cashier Station or ancillary device for printing credit card receipts will be a "high speed thermal" printer capable of printing a set of two credit card receipts in less than three (3) seconds.
3.13.27 The Central Cashier Station and supporting system will be capable of consistently processing credit card transactions, from the time of the insertion of a valid credit card to the time the receipt printing is completed, in no more than six (6) seconds. 18 (Rev. 10.30.18)
3.13.28 The Central Cashier Station and supporting system will be capable of processing with a continuous open line to the clearinghouse or via secure internet connection which would allow instant communication without waiting for the dial‐up process.
3.13.29 All credit card data is to be encrypted so that no person operating or using the system can obtain a complete credit card number and all components, pieces, software, and data transmission must be certified as PCI compliant by the manufacturer.
3.14 Cashier Station Fee Display – Contractor will provide the following:
3.14.1 An LED Patron Fee Display will be used to indicate the fee from the Central Cashier Station to paying parkers. The display shall indicate time, amount of fee and change (whenever the change feature is engaged). It will be located next to the Central Cashier Station desktop for easy viewing to the parker.
3.14.2 The control input will be a low voltage D.C. signal input from the cashier terminal and with an internal power supply with a built‐in logic conversion. The indicated fee characters will be 2 inches’ minimum in height and will be easily visible under direct sunlight or artificial light. The fee display will be protected with an impact proof window. The fee indicator cabinet will be constructed for easy installation and access of the display unit.
3.14.3 Will be supplied with a control cable and line voltage power cord of the correct size and length such that all electrical connections can be accommodated within conduit.
3.14.4 The electrical and communication connections to the Fee Display will need to be tamper‐resistant and will not use accessible plug‐ in connections.
3.15 Virtual Server Environment & Associated Systems.
The Contractor will provide a hosted solution to the City, with the following:
19 (Rev. 10.30.18)
3.15.1 Solution will provide the City the capability to install and integrate the solution with existing systems and data (ex. Parkmobile, City website, LAZ Paris and/or Subscription, etc.), and manage end‐ users and data. The existing systems and data will be provided by the City or designee.
It is understood that system compatibility is not guaranteed, and City will coordinate with the Contractor if a system is deemed incompatible, to complete system integration.
3.15.2 Application response time must be demonstrated to not exceed 5 seconds on average to load any system form or display (10 Gb/sec).
3.15.3 Solution will provide the City the scalability, adaptability, and customization needed to match evolving business needs and processes. Customization capabilities must be robust and flexible.
3.15.4 Hosted solution will provide browser-based interface and mobile access using industry standard device and browser combination.
3.15.5 Solution will support Secure Socket Layer (SSL), data encryption during transmission, and security protection features that prevent unauthorized access to City data.
3.15.6 Solution will include the services and support required for installation, integration, testing, and maintenance.
Authentication
3.15.7 Access to functions should be limited by assigned user roles.
3.15.8 User ID and password will be required to access the applications with lockout controls as auto log‐off to frequently change passwords.
20 (Rev. 10.30.18)
3.15.9 System will need to allow SAML authentication for assigned users using Azure Active Directory.
3.15.10 System will have ability to integrate with API’s to other systems.
System Security
3.15.11 Contractor will provide essential security based on access levels.
Functions and screens should not be displayed or accessible unless the user has the necessary level of security. For example:
A cashier batch should only be accessible to the cashier that opened the batch and others based on security level.
3.15.12 System will allow for user configuration of role privileges and specific individual overrides of standard role security privileges, by City.
3.15.13 Segregation of duties should be an integral internal control, so that a single individual cannot have access to divert resources.
Mobile/Web Applications
3.15.14 Contractor will provide a web application optimized for mobile devices and City website so that staff and visitors can locate parking lots and garages and determine if space is available in real‐time. Ideally, the mobile parking application will be included in the official mobile application for the City.
3.15.15 For parking lots/garages requiring a payment to park, the mobile web application or native application will provide user the ability to pay via their mobile device. The mandate is that no payment card information will be stored on any City systems, at any time.
3.15.16 Mobile application should include the ability for a user to update their account or parking permit profile at any time.
21 (Rev. 10.30.18)
3.15.17 The 3rd Party Mobile Application from ParkMobile will be fully integrated to allow patrons to utilize their mobile device at all PARCS lane equipment for transient entry access and time‐based transient payment at the exit stations.
3.15.18 PARCS system should have the capability to interface with other third‐party programs such as Smarking, Parking Panda, and Passport Parking, or the like.
Hosted Solution and PARCS Software
3.15.19 The hosted solution will include all necessary components, peripherals, software and software licenses (as required by the Contractor) to provide full support to the revenue control system and to facilitate use of the system by the City or representative.
3.15.20 If solution includes web‐based application, all interface and control functions involving manual input from an operator will be available via a secure IP address with proper password control, from any internet capable device.
3.15.21 Any interface and control functions involving manual input from an operator will be available, with proper password control, at any internet connected device to the web‐based application.
3.15.22 The hosted solution will provide the following report information:
● Report filters and printing options shall be made available as multiple reporting and storage formats such as EXCEL, PDF, or API.
3.15.23 Provide both display and printing capabilities for all screens and reports.
22 (Rev. 10.30.18)
3.15.24 Print operational and accounting reports to include, at a minimum the event log with operator selected events to print including selectable and protected default settings.
3.15.25 Print revenue and transactions by each category at the smallest category increment, including validation accounts.
3.15.26 Total fee before discount and adjustments.
3.15.27 Net cash collected (to be accounted for).
3.15.28 Daily consolidation of revenue and transactions by lane and shift, grouped by lane number.
3.15.29 Credit card transaction detail reports – by transaction.
3.15.30 Credit card batch reports for reconciliation.
3.15.31 Credit card exception reports for incomplete or rejected credit card transactions.
3.15.32 Statistical lane volume reports for tracking activity by lane, by hour, by day of week.
3.15.33 Historical facility loading reports (vehicle accumulation) extractable from stored data. Includes the capability of extracting occupancy levels by hour for specific days.
3.15.34 Facility for tracking receivables, including bad checks and incomplete credit card transactions.
23 (Rev. 10.30.18)
3.15.35 Monthly Reports shall include:
● Revenue & transactions by date and lane.
● Transaction volume by lane.
● Transaction volume by time of day
● Ticket analysis – distribution by value and length of stay.
3.15.36 Incorporate flexible report configuration capabilities that allow simplified development of specialized reports by the City.
3.15.37 Allow any and all data fields on a query screen to be used as query criteria.
3.15.38 Allow partial word or wild‐card character searches in any data field.
3.15.39 Allow up to three (3) sort criteria using any of the data field on the screen.
3.15.40 Allow a search and extraction of data for any contiguous period using dates and/or date‐time combinations as parameters.
3.15.41 Provide a utility for archiving data externally on an external electronic media approved by the City.
24 (Rev. 10.30.18)
3.15.42 Provide password protection for all access to hosted network functions utilizing a full matrix, which allows assignment of access authority to each function on an individual basis and by access groups. The use of access groups is provided as a convenience and will not restrict assignment of access selections on an individual basis.
3.15.43 Automatic processing of daylight savings time commencing and ending with proper rate calculations of parker tickets affected by change in daylight savings time and/or standard time.
Software Licenses & Upgrades
3.15.44 Contractor will provide City with licensing structure and customer rights. Customer rights must be included and permanently given to City upon purchase.
3.15.45 Copies of all software (and software updates/upgrades made during the warranty period) must be provided to the City at the conclusion of the warranty period.
3.15.46 All software and all software updates/upgrades will be provided to the City for a minimum of FIVE (5) years at no cost, including PCI compliance P2PE PA‐DSS certified compliant credit card
software. The Contractor will provide normal software
improvement releases (updates when they become available or as delivered to other clients ‐ whichever comes first.
3.15.47 Where software problems are identified by the City and are agreed to be minor, that is not affecting the entry/exit process by all patrons, payment, or revenue reporting functionality, these problems will be corrected in a new software release and available at no cost to the City, as soon as possible but within THREE (3) months of notification.
25 (Rev. 10.30.18)
3.15.48 All components in the solution will be upgraded and maintained at the current level to ensure security.
Validation Coding System
3.15.49 Contractor will provide the ability to create, process, and track multiple forms of fee discounts and validations electronically in the system.
3.15.50 Contractor will provide QR validation system whereby the City and any of its designated employees, may discount a parker’s parking fee by recoding their parking ticket manually and/or issuing a QR/barcode voucher.
3.15.51 All field devices (Entry Control Station, POF Stations, Credit Card Only Stations, Fee Computers, Central Cashier Stations, and Exit Control Stations) will be capable of accepting validations, pre‐ encoded event passes, temporary multi‐ day access cards, or other encoded media through the ticket slot or QR/barcode reader.
3.15.52 All validations will be able to be set with an expiration date or time-period of validity after which they automatically expire and become invalid in the system.
Credit Card Processing
3.15.53 All EMV credit card transaction information will be transmitted by P2PE directly to the clearinghouse. The EMV credit card processing component of the PARCS must be able to function over a secure internet line. Provide a list of EMV Payment Processors and Gateways that may be selected to support EMV processing.
● The City will require EMV P2PE technology for all EMV credit card readers and NFC mobile reader acceptance.
26 (Rev. 10.30.18)
3.15.54 The Contractor will be required to interface directly to this platform upon system installation. No additional software or programming fees will be accepted.
PCI Compliance/Safeguarding Obligations
3.15.55 All EMV credit card transaction information will be transmitted by P2PE directly to the clearinghouse. The EMV credit card processing component of the PARCS must be able to function over a secure internet line.
3.15.56 Contractor will provide a list of EMV Payment Processors and Gateways that may be selected to support EMV processing.
3.15.57 The Contractor will provide the P2PE EMV system certification which meets with all applicable Payment Card Industry Data Security Standards (“PCI Standards” and PA DSS standards) and will agree to defend, hold harmless, and indemnify the City, its designated representatives and their officers, agents and employees, from all claims, liabilities, damages, or judgments, including costs and attorney fees, which arise as a result of a Contractor’s failure to meet any of its obligations under its contract with the City and also agree to comply with the insurance requirements of the City.
3.15.58 Contractor will fully cooperate with the City in all reasonable requests related to PCI Standards compliance and data
security/data breach issues.
3.15.59 Contractor will submit a copy of its annual certification of PCI or PA DSS compliance or provide a notification of compliance as shown on the Visa’s Global Registry of Service Providers‐PCI DSS Validated Entities compliance list.
3.15.60 This contract will allow the Contractor to have access to customer information, as that term is defined in 16 C.F.R. §314.2(b), which is required to be protected under the Gramm‐Leach‐ Bliley Act (15 U.S.C. §6801‐6809) as well as credit card information received in the course of business by the City, the Contractor agrees to 27 (Rev. 10.30.18)
comply with and adhere to the terms and provisions described in General Terms and Conditions.
Custom Print‐On‐Fly Ticket Supply
3.15.61 Contract will provide an initial supply of approximately 4 million print‐on‐ the‐fly QR/barcode entry lane tickets.
● City will provide artwork and ticket text to the Contractor.
3.15.62 The format of the print‐on‐fly tickets and ticket text shall be submitted to the City for approval prior to implementation.
3.15.63 Contractor will provide a list of all ticket manufacturers, along with contact information, who are certified by the equipment manufacturer and the Contractor, to be acceptable as sources for future paper stock. Purchase of future print‐on‐fly paper stock shall specifically not be limited to the Contractor and its internal sources. If Contractor is unable to provide an external source for acceptable ticket stock, Contractor will research potential ticket manufacturers to identify an acceptable source.
4. Major Deliverables
4.1 The Contractor will furnish and install a completely operational Parking Access & Revenue Control System with all necessary hardware, software and interface components required to make the system fully functional and compliant with the City requirements and governing regulations.
4.2 Contractor must assure that the system will be complete in every aspect, including all equipment and accessories necessary to perform the functions of the specified systems, and revenue control functions regardless of whether those necessary components, devices or software are specifically identified in this Contract. The complete system will be installed, wired, connected, tested, and left in first class operating condition.
4.3 PARCS Training: Contractor will provide sixty (60) hours of on‐site instructions to City staff or designated 3rd party operator. Specific allocation of training time between support staff, cashiering personnel, 28 (Rev. 10.30.18)
facility electricians, audit staff, IT staff, and accounting managers will be determined by the City. On-Site training site(s) to be determined by City.
4.3.1 Instructions will include but not be limited to the functional and service use of the Entry Control Station, Central Cashier Station, Payment Station, Exit Control Station, Web Dashboard, PARCS web‐based application software, use and operations of count system and configurations, use and operation of barrier gates, control of automatic report generation, production of “on demand” reports, specialized report creation, and methods of controlling revenue and auditing transactions available within the system specified as well as any other IT issue as it relates to the PARCS.
4.3.2 Contractor will supply video demos, if available.
4.3.3 Contractor will provide (2) two complete product Service & Support technical manuals on all lane equipment in print along with digital files, all in a PDF format.
4.3.4 Contractor will provide complete PARCS Software Operating & Support technical manuals on all Software modules contained within PARCS in print along with digital files all in a PDF format.
4.4 Record Documentation (As‐Built Drawings): Contractor will submit record documentation of all systems and components installed as part of this project. Record documents will include depiction of the actual installed conditions of all equipment and cabling components. In addition, record documentation shall include configuration settings of each system upon the completion of any acceptance test. Contractor shall update the most recent record drawings submitted as further changes occur in the field or because of a patch or upgrade to an installed system. Documents will be submitted in the following formats:
4.4.1 One ½ size print of all project plans on bond paper with “As Built” or “Record Drawing” on the cover sheet.
4.4.2 One complete set of CAD drawing files in AutoCAD “.DWG format, including all associated files used to produce the project plans (i.e. fonts, image files. Xref dwgs. *.CTB, *.stb, etc.). 29 (Rev. 10.30.18)
4.4.3 All models including 3D models, are to be included in their original format with no locking of data in any way. If CAD models are created as part of the project for example in AutoCAD
Architecture, Civil 3D or Revit, those files are to be provided also.
4.4.4 PDF files of the entire project plans set to original drawing size.
4.5 Disaster Recovery Plan: The final documentation will include a disaster recovery plan. The plan will provide the step‐by‐step procedures for disaster recovery for each point of failure. These procedures will be comprehensive.
4.5.1 The first steps will be in diagnostics. The remaining steps shall provide procedures for resolution to bring the system back to full operational status.
4.5.2 Should disaster occur immediately following, or as a result of, a patch or software update the disaster recovery plan will return the system to the software version in effect prior to the patch or update being applied.
4.5.3 Points of failure shall include each component and sub‐ component in complex units, including lane equipment and application software.
4.5.4 The disaster recovery plan shall include requirements and the location of spares as needed.
4.6 Warranty/Service Agreement: Warranty on the full Parking Access & Revenue Control System will be for two (2) years, including all labor, materials and expenses. Warranty period will include all scheduled maintenance and cleaning as recommended by the manufacturer and further described in Section 6.5.
5. Tasks That Support the Deliverables
30 (Rev. 10.30.18)
5.1 Unless approved in advance by the City, primary parking, access control and revenue control equipment including barrier gates, payment terminals, and any lane controllers must be supplied by a single equipment manufacturer to assure quality control, reliability, uniform compatibility and one source service responsibility. Revenue control software may be provided by a secondary source so long as that software has been used, in its current configuration, with the parking control equipment for a minimum of three (3) years at similar parking facilities and under conditions acceptable to the City and/or Parking Consultant as proof of established and successful system interface. Proofing may require onsite visit(s) with other owner/operators and will come at no cost to the City.
5.2 Contractor will have a factory‐authorized service provider that is capable of providing regular same day service for maintenance and repair of the new PARCS.
5.3 All parts, special tools, and wiring schematics for the new equipment must be maintained and stocked at the equipment Contractor’s local office to assure prompt, satisfactory service or location in Stockton, CA, authorized by the City.
5.4 Provide details necessary to assure that all PARCS equipment, including all vehicle detection loops will work properly and to determine that all required conduits and wiring are properly laid out
5.5 No existing equipment or materials of any description, with the exception of fixtures or equipment specifically provided/approved by the City or City representative, may be re‐used.
5.6 All in‐lane vehicle detection loops will be accepted as‐is or replaced by the Contractor. Contractor will accept complete responsibility for their technical function to the PARCS until it passes the Site Acceptance Testing (SAT), as described in Section 6.4.
5.7 Contractor will provide additional protective posts associated to new lane equipment, not currently protected by existing bollards.
5.8 The selected PARCS Contractor will submit for Approval all product data sheets, PARCS network and P2PE Credit Card network diagrams, and all shop drawings for the PARCS equipment placement to the City or its 31 (Rev. 10.30.18)
representative, prior to a Notice-to-Proceed (NTP) is issued to commence onsite work.
5.9 Contractor will be responsible for all transportation, handling, off‐loading, delivery receipt, packaging for safe storage, including all associated costs, for all equipment and materials without limiting the generality of this responsibility. The Contractor shall:
5.9.1 Deliver PARCS equipment to the site, packaged to prevent damage and marked for lane designation and identification.
5.9.2 All PARCS equipment will be delivered to the site as completed units. No on‐ site assembly or sub-component adaptations will be accepted.
5.9.3 Store PARCS equipment and materials in a clean, dry location protected from damage.
5.9.4 Replace damaged equipment and materials at no cost to the City, prior to systems acceptance.
5.9.5 The City will not be responsible for any transportation, handling, or storage of any materials or equipment, except for the storage of existing equipment. As identified in this Contract, Contractor will remove existing equipment and dispose, unless otherwise determined by City or City representative.
5.10 The Contractor will observe and comply with all local, state, and national electrical and any other applicable code.
5.11 All Permit fees are the responsibility of the Contractor.
5.12 City will provide artwork as required for customer receipts and/or equipment wraps and will modify as required.
6. Internal and External Standards and Guidelines
6.1 Contractor shall assume total responsibility for proper installation and operation of all components within the entire PARC system.
6.2 Inspection: Contractor will inspect setting surfaces, power wiring and conduit installation for equipment and report immediately, in writing, to the City, as required in the General Conditions, including any conditions of Related Work which are unsuitable for proper execution of this Work. 32 (Rev. 10.30.18)
6.3 Installation: Contractor will install PARCS in accordance with Manufacturer's recommendations and the approved shop drawings.
6.3.1 Include training and assistance to the City and City representative, with interfacing the PARCS with the City Parking Operations and website, for real time parking facility occupancy status.
6.3.2 Installation shall be by factory‐trained technicians experienced in installation of PARCS equipment of this type. 1‐year minimum with company.
6.3.3 Installation Plan and Schedules shall be coordinated with the City or City representative, to minimize disruption to ongoing parking operations. At a minimum, Contractor comply with the following limitations:
● No lanes can be out of service on all scheduled Event Days. ● One entry and exit lane must be open to the public at all times. ● Contractor will provide the City with an initial Installation Plan prior, to the Notice‐to‐Proceed is issued. The Installation Plan will describe the sequence of equipment installation and lane closures, including the expected duration of closures in a PARCS Schedule.
6.4 Site Acceptance Test (SAT): The Parking Access & Revenue Control System will only be considered as accepted by the City, once all the details contained within this Contract are agreed upon and completed.
6.4.1 A Site Acceptance Test (SAT) is conducted by the PARCS Contractor, along with the City project leader and City representative. The SAT will be conducted at each parking facility upon completion of the installation by the PARCS Contractor.
6.4.2 The SAT will consist of a formatted test booklet, agreed to by the Contractor and City in advance, providing for a sequence of tests consisting of general installation appearance and electrical safety, inventory of specified components related to the Contract and the submittals by the Contractor, functional sequence of applications to process all transactions and events for the lane device or application. Network security, web based PARCS software functions and applications as required by the Contract will also be included.
33 (Rev. 10.30.18)
6.4.3 All SAT “punch list” items have been corrected.
6.4.4 All construction “punch list” items have been corrected.
6.4.5 After being 100 percent operational and after having performed satisfactorily for thirty (30) continuous business days with no more than six (6) hours of cumulative down time, for all devices combined, which is defined as a mechanical or system
malfunction that causes a device to be inoperable. Down time shall be defined as the time between the time that notice of the malfunction is given to Contractor’s service representative, or a 24‐hour contact point, and restoration of the device or system to full service. After demonstration, to the satisfaction of the City that all reporting processes are functioning properly and accurately for a full month reporting period, including all month‐ end reports with 100% accuracy.
6.4.6 A Disaster Recovery Plan has been accepted by the City.
6.4.7 After the City or City representative has signed a formal Letter of Acceptance confirming that these conditions have been satisfied.
6.5 Warranty/Service Agreement: Warranty shall commence when equipment is 100 percent operational and acceptable to the City and Contractor, as approved in writing by the City, in accordance with the Acceptance provisions of this Contract. There will be no partial acceptance dates; only one final system acceptance date will be established per location.
6.5.1 The warranty service will include all parts and labor necessary to provide preventative maintenance, firmware and software upgrades to maintain a secure environment, repairs and
adjustments to keep all PARCS lane devices, payment stations, fee computers, UPS units, message display signage, dynamic count system components, network devices and all peripheral units or associated supporting hardware and software in first class working order for the duration of the service period.
6.5.2 Correction of MAJOR system failures: MAJOR system failures will be defined as any lane device, payment station or central cashier station, fee computer or any device on the PARCS network, including all P2PE Credit Card communications or software 34 (Rev. 10.30.18)
failures that render any lane inoperable or prevent proper accounting and reporting of transactions or revenue.
● Contractor will maintain all system equipment during the contract period such that any MAJOR equipment failures shall be serviced, and the lane restored to full operation within TWO (2) business hours following notification by the City or City representative.
6.5.3 Correction of MINOR system failures: MINOR system failures include all failures of equipment, software or communications that does not cause the closure of a lane and does not compromise the revenue control integrity of the system.
● Contractor will maintain all system equipment during the contract period such that any MINOR equipment failures shall be remedied, within EIGHT (8) business hours, following notification by the City or City representative.
6.5.4 Failure of the hosted network or on‐site components of the credit card processing system that renders normal processing of cash transactions or credit card charges inoperable shall be considered a MAJOR failure and shall be remedied within TWO (2) hours notification if such notification is given within the service period of 0600 ~ Midnight, Monday thru Saturday including all designated and published event dates. Such failures shall be remedied within FOUR (4) hours of notification if that notification occurs outside of the standard service period. These timeframes shall not apply if the cause of the failure has been clearly identified as a system or communication problem at the clearinghouse over which the service provider has no control.
6.5.5 Service Response Times and Penalties: Contractor will provide the City with a means of contact, which will ensure a live (not recorded) response (voice or in person) within fifteen (15) minutes during Business Hours and ONE (1) hour outside of Business Hours. Contractor may utilize a third‐party paging service to provide documentation of contact and response times.
6.5.6 Warranty will include preventative maintenance cleaning, testing, and minor repair no less than once per calendar quarter or as specified by the equipment manufacturer.
35 (Rev. 10.30.18)
6.5.7 Warranty will cover all equipment furnished under this Contract ‐ both manufacture and installation, excluding misuse, vandalism or casualty.
6.5.8 The Contractor must commit to support the PARCS for five (5) years after warranty period. The support will be the same preventative, routine, and emergency services as previously described.
Use of PARCS Contract provided post‐warranty maintenance will be at the sole discretion of the City. The Contractor will guarantee that the City’s annual maintenance prices shall be protected, as identified on Exhibit E, Section 2, with continued availability of system components from the manufacturer for a FIVE (5) year period. On‐site dedicated, full maintenance services shall be at the guaranteed maximum annual cost to the City.
6.5.9 Full maintenance will be available 0600 ~ Midnight, Monday thru Saturday including all designated and published event dates. The same response times as stated herein shall be maintained throughout the life of the maintenance agreement.
6.5.10 Manufacturer will warrant that spare parts and service will remain available for a period of not less than TEN (10) years from the date of final acceptance. The full‐service life is not contingent on a service or warranty agreement with the Contractor.
6.6 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. As the wage determination for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.
36 (Rev. 10.30.18)
6.6.1 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/N orthern.pdf. 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.
6.6.2 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.
6.6.3 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 Economic Development Department, Attention Parking and Venue Manager. 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.
37 (Rev. 10.30.18)
6.6.4 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.
7. Criteria of Acceptance for Deliverables
City will review, inspect, and accept work performed as milestone tasks are completed or not less than weekly, to ensure project continues to progress within the Project Schedule, that will be provided to the City, prior to project construction.
8. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: FlashParking, Inc. City: City of Stockton
Attn: Same Goodner Attn: City Manager
3801 S Capital of Tx Hwy Ste 250 425 N. El Dorado St
Austin, TX 78704 Stockton, CA 95202
9. Key Personnel
FlashParking, Inc. Sam Goodner Chief Strategy Officer
FlashParking, Inc. James DuFon VP-Government Projects
FlashParking, Inc. Laura Braddock Accounting
City of Stockton Tina McCarty Parking & Venues Manager
City of Stockton Jose Jimenez Parking & Venues Analyst
10. Option to Renew.
Term shall run the duration of guarantee/warranty period. No extensions will be needed.
39 (Rev. 10.30.18)
NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Exhibit B:
Insurance Requirements
Contractor shall procure and maintain for the duration of the contract, and for 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, his agents, representatives, employees, or subcontractors.
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 $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 Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
40 (Rev. 10.30.18)
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. 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. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible.
City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. 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 and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor.
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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions 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. 41 (Rev. 10.30.18)
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Claims Made Policies
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 cancelled 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.
Umbrella or Excess Policies
42 (Rev. 10.30.18)
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City of Stockton.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. 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.
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 and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton 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. 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. 43 (Rev. 10.30.18)
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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 circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
44 (Rev. 10.30.18)
EXHIBIT C
GENERAL TERMS AND
CONDITIONS
1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
2.1Contractor shall arrange, at City’s cost as a reimbursable expense, the delivery of equipment to the City facility where it is to be installed or storage area of City’s choice. The method of shipment and carrier shall be selected by Contractor. Upon delivery at the City-designated facility, the title to and the risk of loss for the equipment shall remain with the Contractor and shall remain with Contractor until final approval of project is completed and accepted by City. Any cost incurred by Contractor in securing equipment within designated storage area, including security personnel, as needed, is an allowable reimbursable expense per Exhibit E.
3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement. Contractor will bill City 50% of the overall cost of the equipment upon execution of this Agreement, or in any event no later than four to six (4-6) weeks before equipment is to be shipped to ensure timely completion of the project. Contractor will not ship the equipment until Contractor has received the payment. The remaining 50% will be billed to City following successful completion of the project and due Net 30.
3.1Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability 45 (Rev. 10.30.18)
to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.
5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.
6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.
7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.
8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.
9. Contractor’s Status.
9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be 46 (Rev. 10.30.18)
considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employeremployee relationship or a joint venture.
9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement.
Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.
10. Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement.
Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment 47 (Rev. 10.30.18)
or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.
11. Termination.
11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.
11.2 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
11.3 Any termination or cancellation by City prior to the installation of the equipment shall be considered an early termination and will require the City to pay for the cost of shipping the equipment back to Contractor if such equipment is procured and shipped to City or the City must pay for equipment in full within 60 days of early termination effective date. Should the City elect to ship the equipment back to Contractor, Contractor will refund City any monies paid to Contractor for said equipment, minus shipping and handling fees.
12. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors. However, Contractor may (with notice but without the prior consent) assign this Agreement: by operation of law, pursuant to a merger or acquisition of all or substantially all of its stock or assets.
13. Indemnity and Hold Harmless. To the fullest extent permitted by law, 48 (Rev. 10.30.18)
Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement. Except with respect to Contractor’s indemnification obligations hereunder, in no event will Contractor (including its suppliers) be liable (a) under any claim arising out of this Agreement in excess of the amount of any actual direct damages or loss, up to the total payment made by City to Contractor ; or (b) for lost profits or goodwill or for special, indirect, incidental, exemplary, punitive, or consequential damages, under any theory of liability. Under no circumstances will Contractor be liable for third party claims against City for losses or damages except with respect to Contractor’s express indemnification obligations hereunder.
14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.
16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
17. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete 49 (Rev. 10.30.18)
and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.
22. 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.
23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, 50 (Rev. 10.30.18)
age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC
Section 2000d). http://www.dol.gov/oasam/regs/statutes/titlevi.htm.
The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
26. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
31. Entire Agreement, Integration, and Modification.
31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager. 51 (Rev. 10.30.18)
31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
34. This Agreement between Contractor and City governs the installation of the parking equipment as defined in the Scope of Work above and ongoing Software-as-aService (SaaS) required to run the parking equipment after it’s installed. Such ongoing services are defined in Exhibit H and included herein.
52 (Rev. 10.30.18)
EXHIBIT D
PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS
1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1.2 “Deliverable” means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.
53 (Rev. 10.30.18)
3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.
5. Compensation
54 (Rev. 10.30.18)
5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded. Contractor may also bill at the completion of phases/facilities, rather than monthly.
6. Personnel
6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.
6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.
55 (Rev. 10.30.18)
7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.
10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.
Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and 56 (Rev. 10.30.18)
partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.
57 (Rev. 10.30.18)
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor shall be paid on this Agreement is $ 1,962,892 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.
1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.
Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.
Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost. ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost. iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.
Reimbursement shall be made at actual costs with no markup added to the actual cost.
1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for 58 (Rev. 10.30.18)
acceptable work performed and approved until the “not to exceed” amount is reached.
Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.
1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __10__%.
2. Task Price. The prices(s) for the services and reimbursable expenses as described in Exhibit A of this Agreement, are included in Exhibits G and H.
3. Hourly Rates. A listing of hourly billable rates that Contractor shall apply for additional services requested of the Contractor is attached within Exhibits G and H.
Contractor shall be compensated based on the hourly rates set forth, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.
4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:
City of Stockton – Economic Development Department
Attention: Parking Authority
400 E Main Street, 4th Floor
Stockton, CA 95202
59 (Rev. 10.30.18)
EXHIBIT F
TIMELINE
1. Contractor shall complete the requested services identified in Exhibit A as follows:
1.1 TIMELINE FOR COMPLETION OF WORK
1.1.1 Timing: The Contractor and City acknowledge the commencement of the project will follow the date reference in Section 2, page 1, of the Standard Agreement, but no later than five (5) weeks within the fully execution the Contract and after the project locations are equipped with proper network connections for the PARCS system, unless otherwise approved in writing by the City. The following timeline is meant as a guide only:
1.1.1.1 PARCS installation: Within five (5) weeks of the Contractor receiving a fully executed copy of the
Contract, from the City.
1.1.1.2 PARCS installation duration per facility: three (3) to five (5) days per each facility.
1.1.1.3 Completion Date: A fully operational PARCS system will be installed, to satisfaction of the City, no later than six (6) months after the execution of the Contract.
60 (Rev. 10.30.18)
EXHIBIT G
DETAILED EQUIPMENT LISTING BY FACILITY