City Council and Concurrent Authorities
April 4, 2023

EXHIBIT 2

1 (Rev. 10.27.22)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1. Source testing on specific equipment covered under the City’s Title V Permit with the San Joaquin Valley Air Pollution Control District (APCD). This equipment includes:
 three (3) digester gas fired Cogener ation Engines on a biennial basis,  two (2) bioscrubbers on an annual basis, and
 fuel sulfur testing on an annual basis

2. Project Scope

2.1. Source testing is required to be performed using San Joaquin Valley Air Pollution Control District (APCD) appr oved methods and procedures. The APCD is required to be notified 30 days prior to any sour ce test and a source test plan must be submitted for approval at least 15 days prior to the testing. Because the source test results are due to be submitted to the APCD within 60 days after the source test, the results will be required to be submitted to the City within 40 days. Notification and the test plan shall be submitted directly from the Contractor to the APCD with a copy to City staff. However, the City shall be responsible for the submission of the final results.

3. Major Deliverables

3.1. The deliverables for the source test ing of the three (3) digester gas fired Cogeneration Engines are listed below.
 Proof of notification of sour ce test scheduling to the APCD.  Proof of submittal of source test plan/protocol to the APCD.  Copy of the source test plan/protocol.
 A technical report (one (1) hard copy and one (1) electronic copy) shall be submitted to the City within 40 days of completion of the field sampling. This technical report will include, but not be limited to, the test program descriptions, tables presenting concentrations and emission rates for all parameters sampled, permit limits for each parameter, and all supporting docum entation (Field data sheets, chain of custody, calculation sheets, calibration records, etc.).

3.2. The deliverables for the source te sting of the two (2) Bioscrubbers and fuel sulfur testing are listed below.
 Proof of notification of sour ce test scheduling to the APCD.  Proof of submittal of source test plan/protocol to the APCD.  Copy of the source test plan/protocol.
 • A technical report (one (1) hard copy and one (1) electronic copy) shall be submitted to City within 30 days of completion of the field sampling. This technical report shall include, but not be limited to, the test program descriptions, tables presenting EXHIBIT 2

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concentrations and emission rates for all par ameters sampled, permit limits for each parameter, and all suppor ting documentation (Field data sheets, chain of custody, calculation sheets, calibration records, etc.).

4. Tasks That Support the Deliverables

4.1. (In detail, describe the Tasks that support the deliverables and which party will complete them.)

5. Internal and External Standards and Guidelines

5.1. Contractor must be an approved i ndependent contractor by the State of California Air Resource Board (CARB).

5.2. Source testing is required to be performed using APCD approved methods and procedures.

6. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Best Environmental City: City of Stockton
Attn: Bobby Asfour Attn: City Manager
339 Stealth Court 425 N. El Dorado Street
Livermore, CA 94551 Stockton, CA 95202

7. Option to Renew.

The term of the Agreement may be ext ended up to one (1) five-year term by a written amendment executed by both parti es. However, the total term of the Agreement including the extended term shall not exceed 10 years.

EXHIBIT 2
1 (Rev. 10.27.22)
Exhibit B:

Insurance Requirements
(Source Testing Services)
Consultant shall procure and maintain for the duration of the contra ct insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performan ce of the work hereunder by the Consultant, its agents, representatives, or employees.

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurren ce” 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 aggregat e 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 Fo rm Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by th e State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)

4. Professional Liability/Err
ors and Omissions Insurance appropriates to the
Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate.

If the Consultant 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.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

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Additional Insured Status
The City of Stockton, its offi cers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability ar ising out of work or operations performed by or on behalf of the Contractor in cluding materials, parts, or equipment furnished in connect ion with such work or operations. General liability coverage can be provided in the form of an endorsement to the Co ntractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunt eers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and 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 main tained 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 an y Excess or Umbrella liability policies. The City of Stockton does not ac cept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
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 sh all 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 provide d 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 a pply 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.

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any righ t to subrogation which any insurer of said Contractor may acquire agai nst the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to aff ect this waiver of subrogation, but this provision applies EXHIBIT 2

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regardless of whether or not th e City of Stockton has recei ved a waiver of subrogation endorsement from the insurer.

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, incl uding 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 su bcontractor 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) pr ovision that limits the satisfaction of the SIR to the Named. The policy must also provide that De fense costs, including the Allocated Loss Adjustment Expenses, will satisf y the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies
If any of the required policies provide claims-made coverage:

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

2. Insurance must be main tained and evidence of in surance must be provided for at
least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certifi cates 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 EXHIBIT 2

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and any Excess policies listi ng 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 Stoc kton reserves the right to require complete, certified copies of all requir ed insurance policies, includin g endorsements required by these specifications, at any ti me. 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.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, se rvice, 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 special 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, 3
rd Floor – HR
Stockton, CA 95202

EXHIBIT 2
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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 serv ices 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.

3. Compensation . City shall pay Contractor for se rvices rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor’s Work . All Contractor services, work, and deliverables shall be performed in a good and workmanlik e manner with due diligence in accordance with the degree of skill normally exercised by similar contractors s upplying 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 Contra ctor or its approved subcontract ors, 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 co mpletion or termination of the work under

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this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall r eplace them at its own expense. Contractor and its approved subcontractors shall keep materials confidenti al. Materials shall not be used for purposes other than performance of serv ices 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 Agreem ent 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 fort h in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All per sons 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 pow er vested in the City. No agent, officer or employee of the City is to be considered an employee of t he Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall dete rmine 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 t he requirements and results specif ied 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 fulfillm ent of this Agreement.

Contractor has control over the manner and m eans 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.

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3 ((Rev. 10.30.18; Mod 07.12.22 SG)

9.3 If in the performance of this Agreem ent 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 em ployment 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 per sons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any thir d persons are employed by Contractor, such persons shall be enti rely and exclusively under the direction, supervision and control of Contractor. A ll terms of employment including hours, wages working conditions, discipline, hiri ng, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notic e in writing to Contractor. The Agreement shall then be deemed terminated, and no further work sha ll be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.

11.2 Should either party default in the perfo rmance of this Agreement or materially breach any of its provisions, t he other party, at that party’ s option, may terminate this Agreement by giving written notification to the other party.

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11.3 Funding- Non-Appropriation. It is mu tually 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 pay ment 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 opt ion to either (a) cause this Agreement to be canceled or terminated pur suant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non-Assignability . The Contractor shall not assi gn, 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 c onditions as City may set forth in writing.

Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and Hold Harmless. To the fullest extent pe rmitted by law, Contractor shall hold harmless, defend and indemnify Cit y of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contract or’s performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement.

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 servic es under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

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5 ((Rev. 10.30.18; Mod 07.12.22 SG)

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Cont ractor’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 r equired to perform the services under this Agreement. Such licenses, certificates and pe rmits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3 ) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality . Contractor shall exercise reas onable 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 intere st with any official, employee or other representative of the City. Contractor and its pr incipals do not have any financial interest in real property, sources of income or invest ment 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 Feder al 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.

EXHIBIT 2
6 ((Rev. 10.30.18; Mod 07.12.22 SG)

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, or dinance 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 ext ent 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, ph ysical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sex ual orientation, fam ily and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all app licable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrim ination 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 Ri ghts Act of 1964 (P.L. 88-35 2), 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 responsib le for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shor tage 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.

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29. Advice of Attorney. Each party warrants and represent s that in executing this Agreement, it has received independent legal advice fr om 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.

31.2 All Exhibits to this Agreement and this Agreement ar e 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 Ag reement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

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EXHIBIT D

GOODS AND SERVICES 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 fu lly and to the standard of per formance 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 materi al, work or thing delivered by one party to the other, includi ng associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special condit ions shall be read in conjunction with the Standard Agreement, General Terms and Conditi ons (“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 C onditions of the Agreement, t hen unless a different intention stated, the provision(s) of t he Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the ext ent 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. T he Special Conditions shall relate to a particular project and be peculiar to that proj ect but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services a ccording to the schedule contained in Exhibit F.

3.2 Timeliness of Perform ance i) Contractor shall provide the Services, and Deliverables within the term and within t he time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neit her 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.

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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 me mbers 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 feder al, 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 re spect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that requi re the exercise of professional skills or judgment are accomplished by professionals qualified and competent in t he applicable discipline and appropriately licensed, if required by law. Cont ractor 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 time ly manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply wit h 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 respons ibility for the professional skill and care and technical accuracy of its Serv ices 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.

5.1 In addition to Section 3 Compensation in Ex hibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be com pensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compens ation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Reports and Information.

EXHIBIT 2
3 (Rev 07.12.22)

Contractor shall at such times and in su ch 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 therewit h, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

7. Findings Confidential.

All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreem ent are confidential and the C ontractor agrees that they shall not be made available to any individual or organiza tion without the prior written approval of the City. Contractor shall not be required under the pr ovisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applic able 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 reasonabl y cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

8. Right of Inspection.

All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contra ctor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

9. Warranty.

Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conf orm to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or advertised by Contractor or the actual m anufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.

10. Ownership.

EXHIBIT 2
4 (Rev 07.12.22)

Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement.

Upon delivery and acceptance, Deliverable de livered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable.

All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said pr operty shall be used only for Deliverables benefiting City. Contract or shall return to City or sha ll dispose of this property only according to City’s instruction.

11. Applicable Laws.

Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.

Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

12. 12. Prevailing Wage

It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California D epartment of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public wo rk pursuant to Section 1725.5 at the time the contract is awarded.

EXHIBIT 2
5 (Rev 07.12.22)

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Departm ent of Industrial Re lations- Contractor Registration information and web lin k: https://www.dir.ca.gov/public- works/publicworks.html. In compliance wit h Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registrati on Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards En forcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms

City shipment terms are F.O.B. Destinat ion, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date spec ified in the Agreement.

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all indivi dual boxes with stock number and quantity and it ems with different stock number s shall be boxed separately.

City reserves the right to refu se, at Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.

14. Deliveries

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contract or liable for damages incurred due to the untimely delivery including, but not limited to, the additiona l costs resultant from City procuring substitute Deliverables elsewhere.

EXHIBIT 2
6 (Rev 07.12.22)

15. Price and Quantities

Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.

EXHIBIT 2
1 (Rev 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

The Contractor shall be compensated for t he services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor sha ll be paid on this Agreement is $201,350.00 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement , including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached. Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

1.3 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.

2. Task Price. Below is the price for the services as described in Exhibit A of this Agreement.

Task Description Task Price
1 Source Testin g Cogen Engine No. 1 $12,600.00 each test 2 Source Testin g Cogen Engine No. 3 $12,600.00 each test 3 Source Testin g Cogen Engine No. 4 $12,600.00 each test 4 Source Testin g Bioscrubbers No. 1 and 2 $ 4,250.00 each test 5 Fuel Sulfur Anal ysis (Digester Gas) $ 600.00 each test

3. 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 Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
EXHIBIT 2
1 (Rev 10.30.18)

EXHIBIT F

TIMELINE

1. Consultant shall complete the request ed services identified in Exhibit A as follows:

TIMELINE FOR CO

MPLETION OF WORK
Source Testing of Cogeneration Engines

 Each engine is required to be source tested every two (2) years while in active status.

City staff will contact the Contractor within sixty days of when source test is due for scheduling and notification. If an engine is put into dormant status, it is source tested within sixty (60) days of returning to active status and then every two years.

Source Testing of Bioscrubbers
 The Bioscrubbers are required to be source tested on an annual basis within thirty (+/- 30) days of July 31.

Fuel Sulfur Testing
 Fuel sulfur testing is required on an annual basis and will be completed at the same time as the source testing of the Bioscrubbers noted above.

EXHIBIT 2
EXHIBIT G – DISCRIMINATION AND HARASSMENT
POLICY (HR-15)
EXHIBIT 2
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EXHIBIT 2
REQUEST FOR PROPOSALS (RFP) PUR 23-003

SOURCE TESTING FOR THE STOCKTON REGIONAL

WASTEWATER FACILITY
PROPOSALS WILL BE RECEIVED UNTIL THE HOUR OF 2:00 PM, THURSDAY, NOVEMBER 17, 2022 IN THE OFFICE OF THE CITY CLERK, FIRST FLOOR, CITY HALL, 425 NORTH EL DORADO STREET, STOCKTON, CALIFORNIA 95202-1997 OCTOBER 6, 2022
Exhibit H – Bid Documents
EXHIBIT 2
i

REQUEST FOR PROPOSALS (RFP)

SOURCE TESTING FOR THE STOCKTON REGIONAL WASTEWATER

FACILITY
*Dates and Times are Subject to Change*

RFP INFORMATION
PUR-23-003
Contact Alexandria De Lashmutt
Email Address [email protected]
Pre-Submittal Meeting Does not apply to this project.

MANDATORY/OPTIONAL
Site Tour
Does not apply to this project.

RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] (if applicable)
Due Date for Questions
and Clarifications
October 20, 2022, 2:00 pm Local Time
Due Date for Response to
Questions/Clarifications
November 3, 2023, By End of Day
RFP Submittal Due Date
& Time
November 17, 2022; 2:00 pm Local Time

Please note that some overnight delivery services
do not deliver directly to the City Clerk's Office. This could result in the proposal arriving in the City
Clerk's Office after the proposal opening deadline
and therefore not being accepted.

Short-List Interviews (if
applicable)
TBD
Bid Security & Bonds  Bid Security  Bonds Labor Compliance  DIR Registration  Contractor’s License

EXHIBIT 2
ii

NOTICE INVITING PROPOSALS

NOTICE IS HEREBY GIVEN that sealed p roposals will be received no later than Thursday, November 17, 2022 at 2:00 pm (local time) by the City of Stockton, California for SOURCE TESTING FOR THE STOCKTON REGIONAL WASTEWATER FACILITY – PUR 2 3-003 in strict accordance with the specifications.

The City of Stockton, herein after referred to as the “City”, is requesting proposals from firms or individuals, herein after referred to as “Proponent” to provide source testing for specific equipment covered under the City’s Title V Permit with the San Joaquin Valley Air Pollution Control District (APCD) for the City. The City is seeking source testing for three (3) digester gas fired Cogeneration Engines on a biennial basis, two (2) bioscrubbers on an annual basis, and fuel sulfur testing on an annual basis.

Each sealed proposal shall be marked "PROPOSAL" and shall indicate the project name, number, and proposal opening date, and shall be mailed or delivered to the address below at or before the hour stated. Each Proponent must be licensed in accordance with applicable California State Law. Proponents are hereby notified that the successful Proponent and any subconsultant under them shall pay prevailing wage rates in accordance with the State of California Department of Industrial Relations.

Proposal forms and specifications are available on the City’s website at www.stocktonca.gov/mudbid.

Sealed proposals must be delivered to the Office of the City Clerk, City Hall, 425 North El Dorado Street, Stockton, CA 95202 unless electronic mail delivery to [email protected] is applicable. Proponents will only be identified as responding to the RFP; no proposals will be opened or read aloud.

The City reserves the right to reject any/or all proposals received and re-advertise.

For questions about this project, please contact Alexandria De Lashmutt at [email protected] or (209) 937-8357.

ELIZA GARZA, CMC, CITY CLERK

CITY OF STOCKTON

EXHIBIT 2
iii

Contents

1.0 BACKGROUND/SUMMARY ................................................................................................................ 1

2.0 SCOPE OF WORK ............................................................................................................................... 1

3.0 PROJECT SCHEDULE OF EVENTS ........................................................................................................ 4

4.0 SUBMITTAL REQUIREMENTS ............................................................................................................. 4

4.1 PROPOSAL GUIDELINES, CONTENT AND FORMAT ........................................................................ 4

4.2 COVER LETTER ............................................................................................................................... 5

4.3 REFERENCES .................................................................................................................................. 5

4.4 FINANCIAL STATEMENT ................................................................................................................ 5

4.5 CORPORATE STRUCTURE, ORGANIZATION ................................................................................... 6

4.6 PROPOSAL FEE .............................................................................................................................. 6

5.0 SELECTION CRITERIA & EVALUATION................................................................................................ 6

6.0 CITY REQUIREMENTS ........................................................................................................................ 7

6.1 CITY RESPONSIBILITIES .................................................................................................................. 7

6.2 LOCAL BUSINESS PREFERENCE ...................................................................................................... 7

6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING ................................................................... 7

6.4 TERM ............................................................................................................................................. 7

6.5 OTHER GOVERNMENT AGENCIES ................................................................................................. 7

6.6 INSURANCE REQUIREMENTS ........................................................................................................ 7

6.7 APPLICABLE LAW ........................................................................................................................... 8

6.8 METHOD OF PAYMENT ................................................................................................................. 8

6.9 NOTICE TO OUT OF STATE BUSINESS ............................................................................................ 8

6.10 CONFIDENTIALITY.......................................................................................................................... 8

6.11 PROTEST POLICY ............................................................................................................................ 9

6.11.A Protest Procedure ................................................................................................................. 9

6.11.B Protest Review ...................................................................................................................... 9

7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS ........................................................................ 10

7.1 CONSEQUENCE OF PROPOSAL SUBMISSION .............................................................................. 10

7.2 ACCEPTANCE OR REJECTION OF PROPOSAL ............................................................................... 10

7.3 RIGHT TO CHANGE OR AMEND REQUEST ................................................................................... 11

7.4 CANCELLATION ............................................................................................................................ 11

7.5 EXAMINATION OF PROPOSAL MATERIALS .................................................................................. 11

7.6 ADDENDA AND INTERPRETATION ............................................................................................... 12 EXHIBIT 2
iv

7.7 DISQUALIFICATION...................................................................................................................... 12

7.8 CONDITIONS IF WORK IS SUBCONTRACTED ............................................................................... 12

7.9 LICENSING REQUIREMENTS ........................................................................................................ 13

7.10 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR REGISTRATION REQUIREMENTS ....... 13

7.11 INDEMNITY AND HOLD HARMLESS ............................................................................................. 14

7.12 COMPETITIVE PRICING ................................................................................................................ 14

7.13 AVAILABLE FUNDING .................................................................................................................. 14

7.14 TERMINATION FOR CONVENIENCE ............................................................................................. 14

7.15 AUDITING CHARGES AND SERVICES ............................................................................................ 14

7.16 CHANGES ..................................................................................................................................... 14

7.17 AWARD ........................................................................................................................................ 14

8.0 PROPOSAL DOCUMENTS ................................................................................................................ 8-1 ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST ............................................................................. 8-2 ATTACHMENT B- PROPONENT’S COVENANT ......................................................................................... 8-3 ATTACHMENT C - NON-COLLUSION AFFIDAVIT ..................................................................................... 8-4

9.0 PROPOSAL EXHIBITS ....................................................................................................................... 9-1

9.1 Exhibit 1 – Proposal Fee Schedule Form .................................................................................... 9-1

9.2 Exhibit 2 – Insurance Limits ....................................................................................................... 9-1

9.3 Exhibit 3 – Sample Contract ....................................................................................................... 9-1

EXHIBIT 2
1 1.0 BACKGROUND/SUMMARY
The City of Stockton (City) is a Charter City incorporated in 1850 and located in California’s San Joaquin Valley. The City is the county seat of San Joaquin County and is 78 miles east of the San Francisco Bay Area, 337 miles north of Los Angeles and 40 miles south of Sacramento. The County is bound by Sacramento County to the north and Stanislaus County to the south. Approximately 310,000 residents live in Stockton.

The City of Stockton Municipal Utilities Department (MUD) manages, operates, and maintains three (3) utility enterprises: Water, Wastewater, and Stormwater. The Wastewater Enterprise is the subject of this Request for Proposals (RFP).

The Wastewater En terprise generally includes the wastewater collection system and the treatment and disposal facilities located at the Stockton Regional Wastewater Control Facility (RWCF). The RWCF is permitted to collect, treat, and discharge up to 55 million gallons per day (MGD) of wastewater.

The RWCF, located at 2500 Navy Drive, is a tertiary treatment plant that operates and discharges under the National Pollutant Discharge Elimination System (NPDES) Permit Order R5-2020-0007.

2.0 SCOPE OF WORK
The City is seeking a qualified firm with the experience, expertise, and qualifications to perform source testing on specific equipment covered under the City’s Title V Permit with the San Joaquin Valley Air Pollution Control District (APCD). This equipment includes three (3) digester gas fired Cogeneration Engines on a biennial basis, two (2) bioscrubbers on an annual basis, and fuel sulfur testing on an annual basis as outlined below in more detail.

Proponents must be an approved independent contractor by the State of California Air Resource Board (CARB). Proposal s should include details on experience, expertise, and describe Proponents’ plan to compete the following tasks and deliverables.

2.1 Task1: Cogeneration Engine Source Testing
The City operates three (3) 1,408 horsepower, Waukesha L7042GLD digester gas/natural gas - fired lean burn pre-combustion chamber type internal combustion (IC) engines. While in active status, they are required to be source tested every 24 months. Below are the permit numbers and current source testing schedules. All source tests are due to be scheduled within 30 days before or after the due dates shown. The City will provide any relevant operating and processing data (e.g., fuel usage, unit bhp, etc.).

EXHIBIT 2
2 Source testing is required to be performed using APCD approved methods and procedures. The APCD is required to be notified 30 days prior to any source test and a source test plan must be submitted for approval at least 15 days prior to the testing. Because the source test results are due to be submitted to the APCD within 60 days after the source test, the results will be required to be submitted to the City within 40 days. Notification and the test plan shall be submitted directly from the Contractor to the APCD with a c opy to City staff. However, the City shall be responsible for the submission of the final results.

Below are the current requirements for running the source tests. It shall be the responsibility of the Contractor to ensure that tests are run in accordance with the most recently updated regulations.
• Thr
ee (3) 30-mi
nute test runs (plus response time) will be performed on each engine for NOx, CO, CO2 & O2 using EPA Methods 7E, 10, & 3A while running at normal operating conditions.
• Th
ree (3) 30 -minu
te t est runs will be performed on each engine for VOC using EPA Method 18.
• Thr
ee (3) 60-mi
nute test runs will be performed on each engine for SO2 using EPA Method 8 while running at normal operating conditions.
• Th
ree (3) 60 -min
ute test runs will be performed on each engine for total particulate matter (PM) using CARB Method 5 with CARB Method 5 back half analysis while running at normal operating conditions. PM testing will be performed while the engine is fired on digester gas only.
• All rele
vant obtainable process data will be provided by plant personnel (e.g., fuel usage, unit brake horsepower (BHP), etc.).
• EP
A Methods 1-4 s
hall be used to determine the outlet flow rate for determining emission rates and factors.
• In
clude a test program description and tables presenting concentrations (ppm @15% O2), emission factors (gm/Bhp-hr)
and emission rates (lbs/hr) for all relevant compliance test Engine No. Title V Permit No. Engine Description Source Test Due Co-gen 1 N-811-21-12 1,408 HP Waukesha Model
L7042GLD
9/11/2023
Co-gen 3 N-811-22-12 1,408 HP Waukesha Model
L7042GLD
5/12/2024
Co-gen 4 N-811-23-11 1,408 HP Waukesha Model
L7042GLD
3/26/2024

EXHIBIT 2
3 parameters. All supporting documentation (strip charts, field data sheets, calibrations, calculations, etc.) will be included in the appendix of the final report.

2.1.1 Task 1 Deliverables
• Proof of notification of source test scheduling to the APCD. • Proof of submittal of source test plan/protocol to the APCD. • Copy of the source test plan/protocol.
• A technical report (one (1) hard copy and one (1) electronic copy) shall be submitted to the City within 40 days of completion of the field sampling. This technical report will include, but not be limited to, the test program descriptions, tables presenting concentrations and emission rates for all parameters sampled, permit limits for each parameter, and all supporting documentation (Field data sheets, chain of custody, calculation sheets, calibration records, etc.).

2.2 Task 2: Bioscrubbers Source Testing & Fuel Sulfur Testing The City operates two (2) custom Harrington Environmental Engineering Bioscrubbers (55,000 CFM combined rating). These bioscrubbers are required to be source tested annually for Ammonia (NH3) emissions from each of the outlets. Below are the current requ irements for running the source tests. It shall be the responsibility of the Contractor to ensure that tests are run in accordance with the most recently updated regulations.

Below is the permit number and current source testing schedule. All source te sts are due to be scheduled within 30 days before or after the due dates shown. The City will provide any relevant operating and processing data.

• Temporary stacks are to be installed and removed following testing by Contractor • Moisture, volumetric flow rate, and molecular weight are to be determined using EPA/CARB Methods 1, 2, 3 and 4 in conjunction with the testing. • Triplicate 30 -minute test runs shall be performed for Ammonia (NH3) at each outlet simultaneously using BAAQMD Method ST-1B at normal operating conditions. • A single sample of the digester biogas will be collected and sent to a laboratory for Sulfur analysis using EPA Method 15.

Name Title V Permit No. Engine Description Source Test Due Bioscrubber
No. 1 & 2
N-811-26-4 Custom Harrington
Environmental Engineering
Bioscrubbers (55,000 CFM
combined rating)
7/31/2023

EXHIBIT 2
4 2.2.1 Task 2 Deliverables
• Proof of notification of source test scheduling to the APCD. • Proof of submittal of source test plan/protocol to the APCD. • Copy of the source test plan/protocol.
• A technical report (one (1) hard copy and one (1) electronic copy) shall be submitted to City within 30 days of completion of the field sampling. This technical report shall include, but not be limited to, the test program descriptions, tables presenting concentrations and emission rates for all parameters sampled, permit limits for each parameter, and all supporting documentation (Field data sheets, chain of cus tody, calculation sheets, calibration records, etc.).

3.0 PROJECT SCHEDULE OF EVENTS
The dates indicated on page i of this RFP are the anticipated milestones for this project. All dates are subject to change.

4.0 SUBMITTAL REQUIREMENTS

4.1 PROPOSAL GUIDELINES, CONTENT AND FORMAT
The City of Stockton uses a qualifications-based selection process in obtaining these services. In order for the City to properly evaluate the Proponents’ qualification to perform this work, the proposals shall include, as a minimum, the following information:

A. Evidence of the Proponent’s ability to be responsive to this project in regard to timeliness and expertise, including availability of staff proposed to be assigned.

B. The Proponents are encouraged to expand on the Scope of Work to demonstrate their expertise.

Evaluation of the proposals will be based on qualifications, the experience of staff proposed to be assigned to the project, references and thoroughness of the P roponent’s response to the Scope of Services.

C. Such additional information that the Proponent may feel would be pertinent to assist the City of Stockton in making its final decision.

D. Please submit one (1) original and four (4) copies of your proposal/qualifications. Additionally, submit one (1) electronic version of the proposal. Electronic version can be submitted via USB or emailed to
[email protected]. The original should be unbound to allow us to reproduce your proposal, as needed.

E. The proposal must be submitted, typewritten on 8½” X 11” white paper and must be bound in a secure manner.

F. Material and data not specifically requested for consideration, but which the P roponent wishes to submit must not appear with the Proposal but may appear only in an “Additional Data” section.

This has specific reference to the following types of data: Generalized narrative of supplementary information; and Supplementary graphic material.

G. All proposals must be signed with the full name of the Proponent, if an individual; by an authorized general partner, if a partnership; or by an authorized officer, if a corporation.

EXHIBIT 2
5 H. When proposals are signed by an agent other than an officer of a corporation or a member of a general partnership, a power of attorney authorizing the signature must be submitted with the proposal.

I. The original proposal must have wet ink signatures. Modification to a proposal after the proposal submittal deadline will not be accepted by the City.

4.2 COVER LETTER
Submit a letter on your company letterhead addressing the proposal and format. The letter should be signed by an officer of the firm authorized to bind the firm to all comments made in the proposal, an d shall include the name, address, phone number and e -mail address of the person(s) to contact who will be authorized to represent your firm.

In no more three (3) pages, the Cover Letter and Executive Summary shall include:

A. The names of the key members of the Proponent team;
B. The mailing address, telephone number, and the name of the main point of contact for the Proponent team;
C. An acknowledgement of receiving any addendum(s) to the RFP document.

4.3 REFERENCES
Provide a list of references with current cont act person, e-mail address and phone number who may be contacted regarding firm performance.

The review team will conduct a background reference review of each respondent. Please include the following information for three (3) projects that the proposed consultant team worked on together:

A. Name of the Project/Study
B. Location of the Project
C. Name, title, and contact information for the client.

D. Project Budget
E. Date of Completion of the Project

4.4 FINANCIAL STATEMENT
The Proponent must be able to demonstrate a good record of performance and have sufficient financial resources to ensure that they can satisfactorily provide the services required herein.

Proponent shall submit a full and detailed presentation of the true condition of the P roponent’s assets, liabilities and net worth. The report should include a balance sheet and income statement. If the Proponent is a new partnership or joint venture, individual financial statements must be submitted for each general partner or joint venture thereof. If firm is a publicly held corporation, the most current annual report should be submitted.

Any Proponent who, at the time of submission, is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proponent under federal bankruptcy law or any state insolvency, may be declared non-responsive.

EXHIBIT 2
6 4.5 CORPORATE STRUCTURE, ORGANIZATION
Describe how your firm is organized, noting major divisions and any parent/holding companies, as well as brief history of the firm and all personnel potentially to be involved in the project including all sub - consultants. Designate the Principal in Charge and other key personnel. Include résumés. Also provide a description of the experience your firm has had with similar processes.

4.6 PROPOSAL FEE
Submit the proposal fee under sealed, separate envelope. Do not include with the technical proposal response. Proponent must use detailed basic fee structure in Exhibit 1 Proposal Fee Schedule Form and may break-down any other charges related to your firm’s proposal as specified in your response. Finalist’s fee structure may be subject to negotiation.

5.0 SELECTION CRITERIA & EVALUATION
The City is interested in selecting a qualified firm with the ability to provide source testing for specific equipment covered under the City’s Title V Permit with the San Joaquin Valley Air Pollution Control District (APCD) for the City. A key component for the successful firm will be the ability to meet the performance desires of the City while minimizing the cost.

The Evaluation Panel will consist of City of Stockton staff and any other person(s) designated by the City.

Following review of the proposals, the Panel may invite one or more Proponents to make an oral presentation. During these presentations, the Proponent will be allowed to present such information as may be appropriate in order that the Panel can effectively and objectively analyze all materials and documentation submitted as part of the proposals.

Each firm must be represented by an individual who will be the prime contact person to the City and any other individuals whom the firm may select. The highest-rated proposal(s) will then be further scrutinized through financial analysis and reference checks.

Proposals shall be evaluated according to; demonstrated understanding of tasks required, technical approach to specified operations, qualifications of staff, experience of c ompany, demonstrated knowledge of best practices for identified scope , financial business strength and fee schedule proposal.

Proper format and demonstrated experience will merit consideration.

To that end, the Panel will evaluate the proposals based on, but not limited to, the following criteria:

1. Proponent’s approach and schedule to provide all services as outlined in the Scope of Services and related documents;

2. Related experience with similar projects, company background and personnel qualifications;

3. Proponent’s Fee Schedule - completed and signed under separate, sealed cover;

4. Proponent’s Covenant;

5. Non-Collusion Affidavit;

6. References;

7. Financials Review;

8. Interview/Presentation, if applicable; and

9. Any other criteria as best suits the City of Stockton.

EXHIBIT 2
7 6.0 CITY REQUIREMENTS

6.1 CITY RESPONSIBILITIES
City will provide all readily available plans, documentation, and data necessary for completing the above tasks.

Staff will be available as needed and will assist with coordination of stakeholder meetings and public outreach.

6.2 LOCAL BUSINESS PREFERENCE
Stockton Municipal Code Section 3.68.090 reads as follows:

Preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal. Local merchants who have a physical business location within the boundaries of San Joaquin County, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter

5.08, License Taxes, shall be granted two (2) percent bid preference. Local merchants who have a physical business location within the boundaries of the City of Stockton, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted five (5) percent bid preference. This section is intended to provide preference in the award of certain City contracts in order to encourage businesses to move into and expand within the City. (Ord. 2014-03-18-1601 C.S. § 1; prior code § 3-106.1)

6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING
There is no pre-submittal meeting for this project.

6.4 TERM
The City intends to enter a five (5) year contract with a one (1) time option to renew for an additional five (5) years.

6.5 OTHER GOVERNMENT AGENCIES
If mu tually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax supported agencies.

Such participating governmental bodies shall make purchases in their own name, make payment directly to successful Proponent and be liable directly to the successful Proponent, holding the City of Stockton harmless.

6.6 INSURANCE REQUIREMENTS
Proponent, at Proponent’s sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at least all of the insurance requirements listed in attached Exhibit B.

All coverage shall be provided by a carrier authorized to transact business in California and shall be primary. All policies, endorse ments, and certificates shall be subject to approval by the Risk Manager of the City to Stockton as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager.

EXHIBIT 2
8 Maintenance of proper insurance coverage is a material element of this contract, and failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.

The Proponent shall assert that these insurance requirements will be met as part of their proposal response. Failure to comply with these insurance requirements may result in a proposal being deemed unresponsive. Proponent shall satisfy these insurance requirements concurrently with the signing of the contract prior to commencement of work. It is strongly suggested that insurance requirements be reviewed with Proponent’s broker to ensure any additional costs are included in the proposal pricing component.

Any questions pertaining to insurance requirements, please contact City of Stockton Risk Services at (209) 937-5037.

6.7 APPLICABLE LAW
Applicable law shall be governed by the laws of the State of California. Venue shall be proper in the Superior Court o f the State of California, County of San Joaquin, Stockton Branch, or, for actions brought in Federal Court, the United States District Court for the Eastern District of California, Sacramento Division.

Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

6.8 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City. Invoices are to be rendered monthly, unless prescribed differently per contract.

6.9 NOTICE TO OUT OF STATE BUSINESS
It is the policy of the City of Stockton to pay all applicable California sales/use tax directly to the State Board of Equalization (BOE) pursuant to California Revenue and Taxation Code 7051.3. The City of Stockton will self- accrue all sales/use tax on purchases made from out -of-state business, unless documentation is provided by Proponent evidencing the business is registered with the state of California.

Sales and use tax on purchases made by the City of Stockton from all companies located outside California, not registered with the state and whose products are shipped from out of state will be remitted to the BOE directly by the City under permit number SR KHE 28- 051174 DP. Please do not include sales/use tax on the invoice that you submit to the City of Stockton.

Questions regarding the City of Stockton’s payment of sales/use tax can be directed to the City of Stockton’s Procurement Division at (209) 937-8357.

6.10 CONFIDENTIALITY
If Proponent believes that portions of a proposal constitute trade secrets or confidential commercial, financial, geological, or geophysical data, then the Proponent must so specify by, at a minimum, stamping in bold red letters the term "CONFIDENTIAL" on that part of the proposal which the Proponent believes to be protected from disclosure. The P roponent must submit in EXHIBIT 2
9 writing specific detailed reasons, including any relevant legal authority, stating why the Proponent believes the material to be confidential or a trade secret. Vague and general claims as to confidentiality will not be accepted. The City will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of offers that are not marked as confidential may be automatically considered public information after the contract is awarded. The P roponent is hereby put on notice that the City may consider all or parts of the offer public information under applicable law even though marked confidential.

6.11 PROTEST POLICY
Protest and Appeal Procedures. In order to maintain fairness and impartiality, the City of Stockton has established a solicitation protest policy and procedure.

6.11.A Protest Procedure

6.11.1 All protests must be in writing and stated as a formal protest.

6.11.2 A casual inquiry, complaint, or a statement of intent to protest that does not provide the facts and issues and does not comply with the content requirements or deadlines, will not be considered or acted upon as a protest.

6.11.3 The protest must contain a complete statement of the basis for the protest and must include all relevant supporting documentation.

6.11.4 The solicitation process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to the solicitation process and procedures, including evaluation criteria, should be raised and addressed, if at all, prior to the bid/proposal due date and time to allow adjustments before evaluation of the solicitation.

6.11.5 Protests must be filed with the City's Chief Financial Officer, or designee, at the address listed in the Solicitation Protest FAQ sheet and Procurement Procedure Manual, not later than five (5) days after the date the City mails the Letter of Intent to Award.

6.11.6 Deliveries of the protest by hand, mail, email or fax are acceptable.

6.11.7 The City is not responsible for lost or misplaced protests, or to assure the protest is received within the protest deadlines

6.11.8 The party challenging the award decision to bear the burden of proof of material error to justify invalidation of the proposed award.

6.11.B Protest Review

6.11.1 The Chief Financial Officer or designee shall respond in writing at least generally to each material issue raised in the protest.

6.11.2 The Chief Financial Officer's, or designee 's, administrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's, the decision is mailed to the protesting party.

6.11.3 The City Manager shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Chief Financial Officer, or designee.

EXHIBIT 2
10 6.11.4 Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation.

6.11.5 The City Manager's administrative decision is final. After the City Manager issues the final administrative decision, the time in which judicial review of the decision must be sought shall be governed by California Code of Civil Procedure Section 1094 or as such section may be amended from time to time.

6.11.6 If the protested procurement involves state or federal funds, the Chief Financial Officer, or designee, shall give notice to the interested party that he or she has the right to appeal to the appropriate agency, which shall be identified by name and address. An appeal hereunder shall be filed with the appropriate agency within five (5) working days of the dispatch of rejection notices to the interested party(ies).

6.11.7 The City may require the protesting party to submit a City Council approved non-refundable protest fee to cover the administrative cost of processing the protest.

Bidders, Proponents, and contractors wishing to protest or appeal a procurement or contracting decision by the City must follow the procedures provided by this section. The City will not review protests or appeals that are not submitted in accordance with these provisions and procedures.

A copy of this policy can be requested from the procurement specialist by emailing [email protected].

7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS

7.1 CONSEQUENCE OF PROPOSAL SUBMISSION
A. The City shall not be obligated to respond to any proposal submitted nor be legally bound in any manner by the submission of a proposal.

B. Acceptance by the City of a proposal obligates the Proponent to enter into an agreement with the City.

C. An agreement shall not be binding or valid against the City unless or until it is executed by the City and the Proponent.

D. Statistical information contained in these documents is for informational purposes only.

The City shall not be responsible for the accuracy of said data. City reserves the right to increase or decrease the project scope.

7.2 ACCEPTANCE OR REJECTION OF PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from, or to a proposal may be sufficient grounds for rejection of the proposal. The City has the right to waive any defects in a proposal if the City chooses to do so. The City may not accept a proposal if any document or item necessary for the proper evaluation of the proposal is incomplete, improperly executed, indefinite, ambiguous, or missing.

EXHIBIT 2
11 The City reserves the right to select the successful proposal and negotiate an agreement as to the scope of services, the schedule for performance and duration of the services with Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals, or alternate proposals, or waive any informality or irregularity in the proposal as is in the City's best interest.

The City reserves the right to reject any and all proposals, or portions thereof, received in response to the RFP or to negotiate separately with any source whatsoever, in any manner necessary, to serve the best interests of the City. Additionally, the City may, for any reason, decide not to award an agreement as a result of this RFP.

Non-acceptance of any proposal shall not imply that the proposal was deficient. Rather, non - acceptance of any proposal will mean that another proposal was deemed to be more advantageous to the City or that the City decided not to award an agreement as a result of this RFP.

7.3 RIGHT TO CHANGE OR AMEND REQUEST
The City reserves the right to change the terms and conditions of this RFP. The City will notify potential Proponent of any material changes by posting on the City’s website. No one is authorized to amend any of the RFP requirements in any respect, by an oral statement, or to make any representation or interpretation in conflict with its provisions. If necessary, supplementary information and/or clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/mudbid. Failure of any Proponent to not have r eceived such information and/or clarifications/questions/answers shall not relieve such Proponent from any obligation under his/her proposal as submitted.

Any exceptions to this Proposal shall be clearly stated in writing.

7.4 CANCELLATION
The City reserves the right to rescind award of the contract at any time before execution of the contract by both parties if rescission is deemed to be in City’s best interest. In no event shall City have any liability for the rescission of award. The P roponent assumes the sole risk and responsibility for all expenses connected with the preparation of its proposal.

7.5 EXAMINATION OF PROPOSAL MATERIALS
The submission of a proposal shall be deemed a representation and warranty by the Proponent that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. No request for modification of the provisions of the proposal shall be considered after its submission on the grounds the P roponent was not fully informed as to any fact or condition.

Statistical information which may be contained in the RFP or any addendum is for informational purposes only. The City disclaims any responsibility for this information which may subsequently be determined to be incomplete or inaccurate.

EXHIBIT 2
12 7.6 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its representatives. Any request for clarifications, questions, or answers of this RFP shall be made in writing/e-mail and deliverable to:

CITY OF STOCKTON
ATTN: ALEXANDRIA DE LASHMUTT

PROCUREMENT DIVISION
400 E MAIN, 3RD FLOOR
STOCKTON, CA 95202
[email protected]

Such request for clarifications/questions/answers shall be delivered to the City in accordance with the date identified on page i of this Solicitation . Any City response to a request for clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/mudbid the date identified on page i of this Solicitation and will become a part of the Solicitation. The Proponent should await responses to inquiries prior to submitting a proposal.

7.7 DISQUALIFICATION
a. Any of the following may be considered cause to disqualify a P roponent without further consideration:
b. Evidence of collusion among Proponents;
c. Any attempt to improperly influence any member of the evaluation panel; d. Any attempt to communicate in any manner with a City of Stockton elected official during the RFP process will, and shall be, just cause for disqualification/rejection of Proponent’s proposal/Proponent’s bid submittal and considered non-responsive. e. A Proponent's default in any operation of a professional services agreement which resulted in termination of that agreement; and/or
f. Existence of any lawsuit, unresolved contractual claim, or dispute between P roponent and the City.
g. No person, firm, or corporation shall be allowed to make or file or be interested in more than one bid for the same supplies, services, or both; provided, however, that subcontract bids to the principal bidders are excluded from the requirements of this section: Section

3.68.120 of the Municipal Code.

7.8 CONDITIONS IF WORK IS SUBCONTRACTED
The Proponent assumes full responsibility, including insurance and bonding requirements, for the quality and quantity of all work performed.

If Proponent's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the proponent of the process is responsible for assuring that the subcontractor, supplier, and/or operator have been properly authorized to use the process or for providing another process which is comparable to that which is required prior to submission of a proposal.

EXHIBIT 2
13 7.9 LICENSING REQUIREMENTS
Any professional certifications or licenses that may be required to perform the scope of work will be the sole cost and responsibility of the successful Proponent.

A City of Stockton Business license shall be required for this project. Please contact the City of Stockton Business License Division at (209) 937-8313.

7.10 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR REGISTRATION

REQUIREMENTS

Prevailing wage rates may be required for this project according to State and Federal Labor laws.

Prevailing wage rates can be found by logging on to
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5.

Department of Industrial Relations - Contractor Registration information and web link:
http://www.dir.ca.gov/Public-Works/PublicWorks.html

In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

EXHIBIT 2
14 7.11 INDEMNITY AND HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton.

This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

7.12 COMPETITIVE PRICING
Proponent warrant s and agrees that each of the charges, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent charge, economic or product term or warranty being offered to any similarly situated commercial or other government customer of Proponent. If Proponent enters into any arrangements with another customer of Proponent to provide product under more favorable charges, economic or product terms or warranties, P roponent shall immediately notify City of s uch change and this Contract shall be deemed amended to incorporate the most favorable charges, economic or product terms or warranties.

7.13 AVAILABLE FUNDING
Any contract which results from this RFP will terminate without penalty at the end of the fiscal year in the event funds are not appropriated for the next fiscal year. If funds are appropriated for a portion of the fiscal year, this contract will terminate without penalty, at the end of the term for which funds are appropriated.

7.14 TERMINATION FOR CONVENIENCE
The City may terminate the resultant Agreement for convenience at any time by mailing a notice in writing to the Contractor.

7.15 AUDITING CHARGES AND SERVICES
The City reserves the right to periodically audit all charges and services made by the successful Proponent to the City for services provided under the contract. Upon request, the P roponent agrees to furnish the City with necessary information and assistance.

7.16 CHANGES
The City’s Representative has the authority to review and recommend or reject change orders and cost proposals submitted by the P roponent or as recommended by the Proponent’s project manager, pursuant to the adopted City of Stockton Standard Specifications.

7.17 AWARD
Upon conclusion of the RFP process, a contract may be awarded for source testing services for specific equipment covered under the City’s Title V Permit with the San Joaquin Valley Air EXHIBIT 2
15 Pollution Control District (APCD) for the City. T he City reserves the right to select the successful Proponent and to negotiate terms of a contract with the P roponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals, or alternate proposals, or waive any informality in the proposal as is in the City's best interest.

EXHIBIT 2
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8 PROPOSAL DOCUMENTS

SOURCE TESTING FOR THE STOCKTON REGIONAL WASTEWATER FACILITY PUR-23-003
SUBMITTAL DUE: THURSDAY, NOVEMBER 17, 2022 AT 2:00 PM
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] (if applicable)

Proponent Business Name
Proponent Contact Name
Proponent Address
Proponent Phone Number
Proponent Email Address
Department of Industrial
Relations ID Number (if
applicable)

EXHIBIT 2
8-2

ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST
THIS CHECKLIST IS FOR PROVIDED FOR YOUR CONVENIENCE ONLY. IT IS NOT REQUIRED TO BE SUBMITTED WITH PROPOENT PROPOSAL.
 Complete the following proposal attachments (FROM THIS PACKET ONLY SUBMIT PAGES FROM SECTION 8 AND PLACE IN THE FRONT OF YOUR PROPOSAL).
 Sign and notarize by jurat certificate the "Non-Collusion Affidavit" form. An "All-Purpose Acknowledgment" form will not be sufficient.
 Complete and sign Exhibit 1 Proponent's Fee Schedule form, (under separate cover).  Sign the "Proponent’s Covenant" form. Include (with proposal) name and e-mail address for City contact, if different from signatoree.
 Include your proposal, as outlined in these specifications.  Submit one (1) ORIGINAL (unbound, no staples) and FOUR (4) COPIES of all proposal documents.

Additionally, submit one (1) USB with an electronic version of the proposal or electronically send to [email protected].
 Review all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid.
 Use Section 8.0 Proposal Documents to deliver sealed proposal timely to City Hall, City Clerk's Office (1st floor), 425 North El Dorado Street, Stockton, CA 95202, or electronically to [email protected].
 If applicable, include your $ -0.00 Proponent's security, Proponents bond, certified or cashier's check. The City will NOT accept company or personal checks for proposal security.  If applicable, Include self-addressed, unstamped envelope (#10, 4- 1/8 x 9- 1/2) with Proponent’s security. Please DO NOT seal your security, Proponent’s bond, certified or cashier’s check in this envelope. It is for returning the security to the Proponent AFTER project award.

EXHIBIT 2
8-3

ATTACHMENT B- PROPONENT’S COVENANT
In submitting this proposal, as herein described, the Proponent agrees that:

1. They have carefully examined the Scope of Work and all other provisions of this document and understand the meaning, intent and requirements of same.

2. They will enter into contract negotiations and furnish the services specified.

3. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate or partnership. Must be ‘A Jurat’ notarization.

4. They have reviewed all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid.

5. Confidentiality: Successful Proponent hereby acknowledges that information provided by the City is personal and confidential and shall not be used for any purpose other than the original intent outlined in the Request for Proposal. Breach of confidentiality shall be just cause for immediate termination of contract agreement.

FIRM

ADDRESS

SIGNED BY & DATE

TITLE OR AGENCY

PHONE/FAX NUMBER

EMAIL

EXHIBIT 2
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ATTACHMENT C - NON-COLLUSION AFFIDAVIT
No. 1 AFFIDAVIT FOR INDIVIDUAL PROPONENT
STATE OF ____________, ) ss.

County of )
(insert)
being first duly sworn, deposes and says: That on behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.

(Signature Individual Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal __________________________________________
Signature ____________________________

No. 2 AFFIDAVIT FOR CORPORATION PROPONENT
STATE OF ____________, )ss.

County of )
(insert)
being first duly sworn, deposes and says: That they
are the of a corporation, which
corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.

(Signature Corporation Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by ______, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal _____________________________
Signature ________________________

EXHIBIT 2
8-5

No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF _____________, )ss.

County of )
(insert)
, each being first duly sworn, depose and say: That they are a member of the firm, association or co-partnership, designated as _____who is the party making the foregoing bid; that the other partner, or partners, are that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.

(Signature)

(Signature)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal
EXHIBIT 2
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9.0 PROPOSAL EXHIBITS
Exhibits can be found on the City’s Bid Flash website:
http://www.stocktonca.gov/services/business/bidflash/default.html

9.1 Exhibit 1 – Proposal Fee Schedule Form

9.2 Exhibit 2 – Insurance Requirements
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.

The Risk Services Division develops insurance requirements for all contracts for the City of Stockton. The Division also reviews and approves all bonds and evidence of insurance, including Certificates of Insurance and endorsements for all contracts. Examples include:
• Contracts - Constructions, Professional Services, Supplier, Lease • Permits - Encroachment, Revocable, Street Closures, Block Parties • Bonds - Performance, Maintenance, Labor and Materials • Community Services – Special Events
This project is subject to Insurance Requirements for source testing.

9.3 Exhibit 3 – Sample Contract
Any major provision changes to the sample contract should be submitted by the Proponent along with the proposal response.

EXHIBIT 2
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EXHIBIT 2