City Council and Concurrent Authorities
October 17, 2023

1 (Rev. 10.27.22)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”) to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(g) Exhibit G - Special Funding Terms & Conditions (If applicable check box)YES ____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
___________________________________________________________________________ Harry Black, City Manager Date
ATTEST:
____________________________________________________________________________ Eliza R. Garza CMC, City Clerk

APPROVED AS TO
FORM:

Lori M. Asuncion, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms & Conditions
(d) Exhibit D –
(e) Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
Periscope Holdings, Inc.

Staff Augmentation Services
November 1, 2023
December 31, 2024
250,000.00
Not Applicable
ARPA
✔
Periscope Holdings, Inc.

Mark Eigenbauer, President
5000 Plaza on the Lake, Suite 100, Austin, TX 78746
DocuSign Envelope ID: B9B164C5-270C-4E59-AC16-435D0DCA8F81 10/11/2023

ATTACHMENT A
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1 The City of Stockton (“City”) is seeking staff augmentation services for its Procurement Division within the Administrative Services Department.

1.2 Periscope Holdings, Inc., through its custodianship and management of NIGP Consulting (“Contractor”), has been selected to provide staff augmentation services to the City’s Procurement Division through December 31, 2024.

2. Project Scope

2.1 Contractor’s proposed scope of services includes the provision of up to 40 hours per week of staff augmentation services (“Consultant(s)”) at the procurement manager level , at Contractor’s standard hourly rate for those services.

2.2 A t the City’s option, contract staff and/or procurement analyst support may also be provided to City at Contractor’s standard hourly rate(s) for those services, not to exceed 80 hours per week.

3. Specifications

3.1 Contractor shall be responsible for tracking hours of assigned Consultant(s), in 30-minute increments, to ensure compliance with established schedule expectations. Tracked hours shall include description of work performed.

3.2 Assigned Consultant(s) will work both on-site and remotely/virtually, and a schedule for each location shall be established between City and Consultant(s).

3.3 All travel will require advance approval from the City and comply with City’stravel policy. Contractor shall invoice City monthly for reimbursement of travel-related expenses.

4. Major Deliverables

ATTACHMENT A
2 (
Rev. 10.30.18)

4.1 Contractor shall provide staff augmentation services and assign Consultant(s) to oversee and support all aspects of the City’s procurement operations. Procurement operations include the procurement, contract, stores, and reprographics functions.

5. Tasks That Support the Deliverables

5. 1 Services provided by Contractor assigned Consultant(s) shall, at a minimum, include the following:
x Oversee procurement operations, including assignment of work, review of work and overall management of procurement projects. x Guide and manage Procurement staff members.
x Oversee the administration of the City’s Procurement Division within the Administrative Services Department.
x Oversee compliance with policies and procedures.
x Meet regularly with the City’s Chief Financial Officer to discuss projects and issues.
x Prepare reports, as requested.
x Participate, as requested, in any calls, meetings, emails or other communications and engagements related to purchasing and contract services activities.
x Develop specifications and scopes of work with City’s clients/customers.
x Oversee sourcing processes for City, including developing and facilitating solicitations for goods and services required by City. x Develop documentation related to the sourcing process, including contract award recommendation communications.
x Assist in the oversight and review of City contracts and contract modifications.
x Research and maintain an understanding of City and State of California regulations, policies and procedures.
x Research legal issues related to purchasing and communicate with legal counsel to address bid protests or challenges during the bidding process or answer post-bid questions.
x Maintain regular communications with City procurement team members.
x Keep the City’s Chief Financial Officer advised of any procurement issues requiring attention, actions or decisions not within the scope of the Consultant(s) ’ purview.

5.2 The City shall provide, at a minimum, the following level of support:

ATTACHMENT A

3 (Rev. 10.30.18)
x Direction/Supervision – City will provide guidance, direction and supervision to Contractor assigned Consultant(s) on a timely basis.

City will provide timely required approvals on all appropriate work.

City will ensure that the assigned Consultant(s) under this Agreement has the level of support required to successfully complete the scope of work, including any required intervention on matters with other City staff, leadership or political officials. x Training – City will provide necessary and appropriate training for the assigned Consultant(s) in order for Consultant(s) to complete all assigned work under this Agreement.
x Access to Required Systems – City will provide access to all systems required for the assigned Consultant(s) to complete all assigned work.
x Other requirements of the Consultant(s) may be determined upon award of contract to Contractor.

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

Contractor: NIGB Consulting City: City of Stockton
Attn: Marcheta Gillepsie Attn: City Manager
5000 Plaza on the Lake, Ste. 100 425 N. El Dorado Street Austin, TX 78746 Stockton, CA 95202

7. Key Personnel

Jay Kapoor, Deputy City Manager II, City of Stockton
e-mail: [email protected]

Courtney Christy, Deputy City Manager I, City of Stockton e-mail: [email protected]

Kimberly Trammel, Chief Financial Officer, City of Stockton e-mail: [email protected]

Marcheta Gillespie, President, NIGP Code & Consulting
e-mail: [email protected]

10. Option to Renew.

ATTACHMENT A

4 (Rev. 10.30.18)
Staff Augmentation Services will be provi ded on a mutually agreeable schedule determined by both parties on a monthly basis, from the effective date of this Agreement for a period of four (4) months.

The term of the Agreement may be extended, upon mutual agreement of both parties, for an additional monthly period with thirty (30) days advance notice.

However, the total term of the Agreement including the extended term shall not exceed sixteen (16) months.

ATTACHMENT A
REV 2022-05-17

Exhibit B:

Insurance Requirements for Professional Services

Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the 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 “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if 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 the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)

4. Professional Liability/Errors 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:

ATTACHMENT A
REV 2022-05-17

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

Primary Coverage
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 maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

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 shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this

ATTACHMENT A
REV 2022-05-17
provision applies regardless of whether or not the City of Stockton has received 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, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

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:
 The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
 Insurance must be maintained and evidence of insurance must be provided for at least WKUHH (
years after completion of the contract of work .
 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 WKUHH (
years after completion of work.

ATTACHMENT A
REV 2022-05-17
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements . All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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, service, or repair work , shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years
after completion of the contract of work .

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other 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, 3rd Floor – HR
Stockton, CA 95202

ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be requir ed 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 services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

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

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

4. Sufficiency of Contractor’s Work . All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this 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 employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agr eement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

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

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 ATTACHMENT A
(Rev. 10.30.18; Mod 0ϱ͘Ϭϴ͘ϮϯZD)

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor 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 Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
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 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.

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.  Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a pe riod 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 audi t. 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 reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest . Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure . Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 ATTACHMENT A
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZDͿ

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 ATTACHMENT A

ϭ
(Rev. 10.30.18Ϳ

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $250,000.00 (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 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.

Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the Cit y’s travel policy, which is incorporated herein by reference.

Reimbursement shall be made at actual costs with no markup added to the actual cost.

1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for 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.

ATTACHMENT A

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(Rev. 10.30.18Ϳ

1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

2. T ask Price . Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.

Task Description Task Price
1 Staff Augmentation Services – Procurement $250,000.00 TOTAL PRICE $250,000.00
3 . Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.

H
ourly Billable Rate Schedule
Title
Hourly Billable
Rates
Procurement Manager $170
Contract Staff Support $140
Procurement Analyst Support $110

4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

City of Stockton Administrative Services Department
Attention: Kimberly Trammel
425 N. El Dorado Street
Stockton, CA 95202

ATTACHMENT A
1 (Rev, 10.27.22)

EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

1.1.1 Staff Augmentation Services – November 2023 – February 2024 Procurement (4 months)

2. By mutual agreement of City and Contractor, the services identified above may be extended for an additional monthly period, up to twelve (12) months total, with 30 days advance notice by the City to the Contractor.

ATTACHMENT A

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Exhibit G

SUBAWARD AGREEMENT
Special Funding Terms and Conditions

The City of Stockton has entered into this agreement using funds governed by the American Rescue Plan Act, distributed by the U.S. Department of the Treasury (“Treasury”). The funding available is governed under sections 602 and 603 of the Social Security Act, as added by section 9901 of the American Rescue Plan Act of 2021 (“ARPA”). The ARPA established the Coronavirus State and Local Fiscal Recovery Funds (the “SLFRF statute”) for eligible recipients to address the economic and health consequences of the pandemic. Under ARPA, the SLFRF statute is to be used for payments for specified uses to certain non- entitlement units of local government. In consideration of the mutual promises contained in this AGREEMENT to carry out the purposes of the subaward on behalf of the City, the CITY and CONTRACTOR agree as follows:

1. SURVIVAL OF PROMISES. All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the AGREEMENT expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable federal or state statutes of limitation.

2. SEPARATE ACCOUNTING. The CONTRACTOR will establish a separate account for all funds specified in this AGREEMENT and will use the funds to purchase necessary supplies, defray travel, and will employ the necessary personnel to perform the Work specified in this AGREEMENT. The CONTRACTOR shall also establish and maintain, if applicable, such accounting and documentation of matching expenditures of the CONTRACTOR to satisfy the requirements of the PROJECT.

3. AUDIT. The CITY, and any other appropriate government agency authorized by law, or their duly authorized representatives shall, until five (5) years after final payment under this AGREEMENT, have access to any of the CONTRACTOR’s records related to this AGREEMENT, at the CONTRACTOR’s regular place of business, for the purpose of conducting audits. The period of access for records relating to a) appeals under a dispute, b) litigation or settlement of claims arising from the performance of this AGREEMENT, or c) costs and expenses of this AGREEMENT to which exception has been taken shall continue until such appeals, litigation, claims, or exceptions are disposed of.

4. AUTHORIZED USE OF FUNDS. The CONTRACTOR shall use or expend the funds provided by this AGREEMENT only for the purposes for which they were appropriated. Further, the funds provided by the CITY shall be used by the CONTRACTOR only for the purpose and activities specified in the AGREEMENT, including associated attachments and exhibits which is attached hereto and incorporated herein by reference as if fully set forth here.

5. COMPLIANCE WITH COST PRINCIPLES AND RELATED REGULATIONS. The CONTRACTOR will not be reimbursed for expenditures under this AGREEMENT that do not comply with the ARPA and Related Regulations that are incorporated.

6. PUBLICATIONS. The CONTRACTOR shall be free to publish results of the Work provided that the terms of the PROJECT are met and the review copies of materials intended for publication are submitted to the CITY’s PROJECT Director at least 45 days prior to publication.

7. CONFIDENTIAL INFORMATION. CONTRACTOR acknowledges that it may be necessary for CITY to disclose certain confidential and proprietary information to CONTRACTOR in order for CONTRACTOR to perform duties under this AGREEMENT. CONTRACTOR acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information may irreparably harm the CITY.

Accordingly, CONTRACTOR will not disclose or use, either during or after the term of this AGREEMENT, any proprietary or confidential information of the CITY without the CITY’s prior written permission.

ATTACHMENT A

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8. DEL AYS. CONTRACTOR shall notify the CITY promptly of any expected delay in performance of services. However, CONTRACTOR shall not be liable for delays in performance beyond reasonable control.

9. ARP
A GUIDELINES – CONTRACTOR AS SUBRECIPIENT
CONTRACTOR is classified as a Subrecipient under ARPA, which is an entity that receives a subaward from the CITY to carry out a program on behalf of the CITY using SLFRF funds. As a beneficiary of SLRFR funds from the CITY, CONTRACTOR must comply with the ARPA guidelines in order to be
eli
gible for a grant. The guidelines, titled Compliance and Reporting Guidelines: State and Local Fiscal Recovery Funds, as amended by Treasury (the “Guidelines”), are incorporated into this AGREEMENT by reference. The Guidelines can be found at https://home.treasury.gov/policy- issues/coronavirus/assistance-for-state-local-and-tribal-governments/state-and-local-fiscal-recovery- funds/recipient-compliance-and-reporting-responsibilities. In ensuring compliance with thes e Guidelines, CONTRACTOR serves as a first line of defense against fraud, waste, and abuse of federal money.

As further described in the Guidelines, CONTRACTOR will generally be subject to the requirements of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal awards, 2 CF
R Part 200. This includes, but is not limited to,
A. The implementation of internal controls and effective monitoring to ensure compliance with 2 CFR Part 200, including generally identifying direct and indirect costs and treating each cost consistently in like circumstances.

B. Ensuring that procurements using SLFRF funds, or payments under procurement contracts using such funds, are consistent with the procurement standards set forth in the Uniform Guidance at 2 CFR § 200.317 through 2 CFR § 200.327, as applicable.

C.

If CONTRACTOR expends more than $750,000 in Federal awards during its fiscal year, submitting to an audit under the Single Audit Act and its implementing regulation at 2 CFR Part 200, Subpar t F.

T
he CITY may request detailed expenditure information from CONTRACTOR in order for CITY to comply with its own reporting obligations. CONTRACTOR will be required to promptly provide any requested information to the CITY, even after the award term has expired. Among other things, the CITY may require information about the structure and objectives of the PROGRAM and information about how many individuals have been served by CONTRACTOR.

ATTACHMENT A
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Exhibit G

APPENDIX II

CONTRACT PROVISIONS UNDER FEDERAL AWARD

FEDERAL FUNDS
Federal regulations (2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II) require the City to include certain contract clauses in this agreement.

The US Department of Homeland Security (DHS) – Federal Emergency Management Agency (FEMA) recommends other certain contract clauses be included.

Based on the table below, any clause identified with a check mark ( 99) next to it is hereby incorporated into this contract agreement. The full language of each clause can be found in this EXHIBIT G.

CONTRACT TYPES

1. Construction Contracts

1.1 Equal Employment Opportunity

1.2 Davis Bacon Act

1.3 Copeland “Anti-Kickback” Act

2. All Contracts

2.1 Contract Work Hours and Safety Standards Act

2.2 Clean Air Act and Federal Water Pollution Control Act

2.3 Debarment and Suspension

2.4 Byrd Anti-Lobbying Amendment

2.5 Procurement of Recovered Materials

2.6 Access to Records

2.7 DHS Seal, Logo, and Flags

2.8 Compliance with Federal Law, Regulations and Executive Orders

2.9 No Obligation by Federal Government

2.10 Program Fraud and False or Fraudulent Statements or Related Acts
Checked provisions are hereby incorporated into the
contract agreement.

Following are the FEMA requirement or recommendation
clauses listed above for contract incorporation.

Check (99)
Applicable
Clauses
Construction

1.1 1.2

1.3 Check (99)
Applicable
Clauses
All Contracts

2.1 2.2

2.3 9

2.4 9

2.5 9

2.6 9

2.7 9

2.8 9

2.9 9

2.10 9

ATTACHMENT A

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1.1 Equal Employment Opportunity
Requirement for construction work
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.

The contractor will take such action with respect to any subcontract or purchase order as the

ATTACHMENT A

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administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

1.2 Compliance with Davis-Bacon Act
Requirement for construction work
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.
b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. c. Additionally, contractors are required to pay wages not less than once a week.

1.3 Compliance with the Copeland “Anti-Kickback” Act
Requirement for construction work > $2k
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

ATTACHMENT A
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c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

2.1 Compliance with Contract Work Hours and Safety Standards Act Requirement for contracts > $100k plus mechanics & laborers (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

2.2 Clean Air Act and the Federal Water Pollution Control Act Requirement for contracts > $150k
Clean Air Act
 The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.  The contractor agrees to report each violation to the &LW\RI6WRFNWRQ andunderstands and agrees that the &LW\RI6WRFNWRQwill, in turn, reporteachviolation as required to assure notification to the Federal Emergency Management Agency, and theappropriate Environmental Protection Agency Regional Office.  The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

ATTACHMENT A
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Federal Water Pollution Control Act
 The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.  The contractor agrees to report each violation to the &LW\RI6WRFNWRQBand understands andagrees that the &LW\RI6WRFNWRQZ ill, in turn, reporteach violation as required to assurenotification to the Federal Emergency Management Agency, and theappropriate Environmental ProtectionAgency Regional Office.
 The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

2.3 Debarment and Suspension


This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).


The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.


This certification is a material representation of fact relied upon by B&LW\RI6WRFNWRQBBBBBBB. Ifit is later determined that the contractor did not comply with 2 C.F.R.pt. 180, subpart C and 2 C.F.R. pt.3000, subpart C, in addition to remedies available to (insert name ofrecipient/subrecipient/applicant), the Federal Government may pursue available remedies, including butnot limited to suspension and/or debarment.


The bidder or proposer agrees to comply with the requirements of2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

2.4 Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification found at APPENDIX A, 44 C.F.R. PART 18:

ATTACHMENT A
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APPENDIX A, 44 C.F.R. PART 18 – CE RTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor,________________________________ , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap.38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date:

Periscope Holdings, Inc.

Mark Eigenbauer, President
DocuSign Envelope ID: B9B164C5-270C-4E59-AC16-435D0DCA8F81 10/11/2023

ATTACHMENT A
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2.5 Procurement of Recovered Materials
In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.

Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site:
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

2.6 Access to Records
The following access to records requirements apply to this contract:


The Contractor agrees to provide the City of Stockton&LW\0DQDJHU, the FEMAAdministrator, the Comptroller General of the United States, or any of their authorized representativesaccess to any books, documents, papers, and records of the Contractor which are directly pertinent tothis contract for the purposes of making audits, examinations, excerpts, and transcriptions.


The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.


The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.


In compliance with the Disaster Recovery Act of 2018, the City of Stockton and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

2.7 DHS Seal, Logo and Flags
The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval

2.8 Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

2.9 No Obligation by Federal Government
The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

2.10 Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.

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ϮͮWĂŐĞ
/͘ WƌŽũĞĐƚ^ĐŽƉĞʹ^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐ
E/'W ŽŶƐƵůƚŝŶŐ ƉƌŽƉŽƐĞƐ ƚŽ ƉƌŽǀŝĚĞ ƉƌŽĨĞƐƐŝŽŶĂů ƐƚĂĨĨ ĂƵŐŵĞŶƚĂƚŝŽŶ ƐĞƌǀŝĐĞƐ ƚŽ ƚŚĞ ŝƚLJ ŽĨ ^ƚŽĐŬƚŽŶ ;͞ŝƚLJ͟ͿŽŶĂŶĂƐŶĞĞĚĞĚ͕ǁŚĞŶŶĞĞĚĞĚďĂƐŝƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐŚĞƌĞŝŶ͘ ͘ ^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐ͗WƌŽĐƵƌĞŵĞŶƚDĂŶĂŐĞƌ
E/'W ŽŶƐƵůƚŝŶŐ ǁŝůů ƉƌŽǀŝĚĞ ƵƉ ƚŽ ϰϬ ŚŽƵƌƐ ƉĞƌ ǁĞĞŬ ŽĨ ƐƚĂĨĨ ĂƵŐŵĞŶƚĂƚŝŽŶ ƐĞƌǀŝĐĞƐ ĨŽƌ Ă WƌŽĐƵƌĞŵĞŶƚDĂŶĂŐĞƌƚŽƚŚĞŝƚLJ͘dŚĞĂƐƐŝŐŶĞĚŽŶƐƵůƚĂŶƚƐĞƌǀŝŶŐŝŶƚŚĞDĂŶĂŐĞƌƌŽůĞƐŚĂůůƉƌŽǀŝĚĞ ƐĞƌǀŝĐĞƐƚŽŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚďĞůŝŵŝƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗ x KǀĞƌƐĞĞƉƌŽĐƵƌĞŵĞŶƚŽƉĞƌĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐĂƐƐŝŐŶŵĞŶƚŽĨǁŽƌŬ͕ƌĞǀŝĞǁŽĨǁŽƌŬĂŶĚŽǀĞƌĂůů ŵĂŶĂŐĞŵĞŶƚŽĨƉƌŽĐƵƌĞŵĞŶƚƉƌŽũĞĐƚƐ͘
x 'ƵŝĚĞĂŶĚŵĂŶĂŐĞWƌŽĐƵƌĞŵĞŶƚƐƚĂĨĨŵĞŵďĞƌƐ͘
x KǀĞƌƐĞĞƚŚĞĂĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨƚŚĞWƌŽĐƵƌĞŵĞŶƚŝǀŝƐŝŽŶƉƌŽŐƌĂŵĂƌĞĂƐ͘ x KǀĞƌƐĞĞĐŽŵƉůŝĂŶĐĞǁŝƚŚƉŽůŝĐŝĞƐĂŶĚƉƌŽĐĞĚƵƌĞƐ͘
x DĞĞƚƌĞŐƵůĂƌůLJǁŝƚŚ/dzΖƐŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌƚŽĚŝƐĐƵƐƐƉƌŽũĞĐƚƐĂŶĚŝƐƐƵĞƐ͘ x WƌĞƉĂƌĞƌĞƉŽƌƚƐ͕ĂƐƌĞƋƵĞƐƚĞĚ͘
x WĂƌƚŝĐŝƉĂƚĞ͕ĂƐƌĞƋƵĞƐƚĞĚ͕ŝŶĂŶLJĐĂůůƐ͕ŵĞĞƚŝŶŐƐ͕ĞŵĂŝůƐŽƌŽƚŚĞƌĐŽŵŵƵŶŝĐĂƚŝŽŶƐĂŶĚ ĞŶŐĂŐĞŵĞŶƚƐƌĞůĂƚĞĚƚŽƉƵƌĐŚĂƐŝŶŐĂŶĚĐŽŶƚƌĂĐƚƐĞƌǀŝĐĞƐĂĐƚŝǀŝƚŝĞƐ͘ x ĞǀĞůŽƉƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚƐĐŽƉĞƐŽĨǁŽƌŬǁŝƚŚ/dzĐůŝĞŶƚƐͬĐƵƐƚŽŵĞƌƐ͘ x KǀĞƌƐĞĞƐŽƵƌĐŝŶŐƉƌŽĐĞƐƐĞƐĨŽƌ/dz͕ŝŶĐůƵĚŝŶŐĚĞǀĞůŽƉŝŶŐĂŶĚĨĂĐŝůŝƚĂƚŝŶŐƐŽůŝĐŝƚĂƚŝŽŶƐĨŽƌŐŽŽĚƐ ĂŶĚƐĞƌǀŝĐĞƐƌĞƋƵŝƌĞĚďLJ/dz͘
x ĞǀĞůŽƉĚŽĐƵŵĞŶƚĂƚŝŽŶƌĞůĂƚĞĚƚŽƚŚĞƐŽƵƌĐŝŶŐƉƌŽĐĞƐƐ͕ŝŶĐůƵĚŝŶŐĐŽŶƚƌĂĐƚĂǁĂƌĚ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶĐŽŵŵƵŶŝĐĂƚŝŽŶƐ͘
x ƐƐŝƐƚŝŶƚŚĞŽǀĞƌƐŝŐŚƚĂŶĚƌĞǀŝĞǁŽĨ/dzĐŽŶƚƌĂĐƚƐĂŶĚĐŽŶƚƌĂĐƚŵŽĚŝĨŝĐĂƚŝŽŶƐ͘ x ZĞƐĞĂƌĐŚĂŶĚŵĂŝŶƚĂŝŶĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨ/dzĂŶĚ^ƚĂƚĞŽĨƌĞŐƵůĂƚŝŽŶƐ͕ƉŽůŝĐŝĞƐĂŶĚ ƉƌŽĐĞĚƵƌĞƐ͘
x ZĞƐĞĂƌĐŚůĞŐĂůŝƐƐƵĞƐƌĞůĂƚĞĚƚŽƉƵƌĐŚĂƐŝŶŐĂŶĚĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚůĞŐĂůĐŽƵŶƐĞůƚŽĂĚĚƌĞƐƐďŝĚ ƉƌŽƚĞƐƚƐŽƌĐŚĂůůĞŶŐĞƐĚƵƌŝŶŐƚŚĞďŝĚĚŝŶŐƉƌŽĐĞƐƐŽƌĂŶƐǁĞƌƉŽƐƚͲďŝĚƋƵĞƐƚŝŽŶƐ͘ x DĂŝŶƚĂŝŶƌĞŐƵůĂƌĐŽŵŵƵŶŝĐĂƚŝŽŶƐǁŝƚŚ/dzƉƌŽĐƵƌĞŵĞŶƚƚĞĂŵŵĞŵďĞƌƐ͘ x <ĞĞƉůĞĂĚĞƌƐŚŝƉĂĚǀŝƐĞĚŽĨĂŶLJƉƌŽĐƵƌĞŵĞŶƚŝƐƐƵĞƐƌĞƋƵŝƌŝŶŐĂƚƚĞŶƚŝŽŶ͕ĂĐƚŝŽŶƐŽƌĚĞĐŝƐŝŽŶƐŶŽƚ ǁŝƚŚŝŶƚŚĞƐĐŽƉĞŽĨƚŚĞDĂŶĂŐĞƌ͛ƐƉƵƌǀŝĞǁ͘
͘ ŽŶĚŝƚŝŽŶƐŽĨ^ĞƌǀŝĐĞ
ůŝĞŶƚŵĂLJĂƐƐŝŐŶŽƚŚĞƌƉƌŽĐƵƌĞŵĞŶƚͲƌĞůĂƚĞĚǁŽƌŬƚŽŽŶƐƵůƚĂŶƚ͘ŽŶƐƵůƚĂŶƚǁŝůůŶŽƚƐĞƌǀĞĂƐĂŶ ŐĞŶƚĨŽƌƚŚĞŝƚLJĂŶĚǁŝůůŶŽƚŵĂŬĞĨŽƌŵĂůĚĞĐŝƐŝŽŶƐŽŶďĞŚĂůĨŽĨƚŚĞŝƚLJ͕ƐƵĐŚĂƐƐŝŐŶŝŶŐĐŽŶƚƌĂĐƚƐ͕ ŵĂŬŝŶŐĚĞĐŝƐŝŽŶƐŽŶƉƌŽƚĞƐƚƐ͕ĐŽŶƚƌĂĐƚƚĞƌŵŝŶĂƚŝŽŶƐŽƌƌĞůĂƚĞĚĂĐƚŝŽŶƐ͘ůůƐƵĐŚĂĐƚŝŽŶƐĂŶĚĚĞĐŝƐŝŽŶƐ ŵƵƐƚďĞĐŽŶĚƵĐƚĞĚďLJƚŚĞŝƚLJ͘ŽŶƐƵůƚĂŶƚŝƐĂůƐŽƉƌĞĐůƵĚĞĚĨƌŽŵĐŽŶĚƵĐƚŝŶŐŽƌŚĂǀŝŶŐĂƌŽůĞŝŶĂŶLJ ƐŽƵƌĐŝŶŐĂĐƚŝǀŝƚŝĞƐĨŽƌĞWƌŽĐƵƌĞŵĞŶƚƐLJƐƚĞŵƐŽƌƉƌŽĐƵƌĞŵĞŶƚŵĂƌŬĞƚƉůĂĐĞƐĞƌǀŝĐĞƐ͘ŽŶƐƵůƚĂŶƚǁŝůů ďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚƌĂĐŬŝŶŐŚŽƵƌƐŝŶĐƵƌƌĞĚƚŽĞŶƐƵƌĞĐŽŵƉůŝĂŶĐĞǁŝƚŚĞƐƚĂďůŝƐŚĞĚƐĐŚĞĚƵůĞ ĞdžƉĞĐƚĂƚŝŽŶƐ͘,ŽƵƌƐĂƌĞƚƌĂĐŬĞĚŝŶϯϬͲŵŝŶƵƚĞŝŶĐƌĞŵĞŶƚƐ͕ƚŽŝŶĐůƵĚĞĚĞƐĐƌŝƉƚŝŽŶŽĨǁŽƌŬƉĞƌĨŽƌŵĞĚ ĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚ͘
ŽŶƐƵůƚĂŶƚǁŝůůǁŽƌŬďŽƚŚŽŶͲƐŝƚĞĂŶĚƌĞŵŽƚĞůLJͬǀŝƌƚƵĂůůLJ͘ƐĐŚĞĚƵůĞĨŽƌĞĂĐŚǁŝůůďĞĞƐƚĂďůŝƐŚĞĚ ďĞƚǁĞĞŶƚŚĞƚǁŽƉĂƌƚŝĞƐ͘ůůƚƌĂǀĞůǁŝůůƌĞƋƵŝƌĞĂĚǀĂŶĐĞĂƉƉƌŽǀĂůĨƌŽŵƚŚĞŝƚLJĂŶĚǁŝůůĐŽŵƉůLJǁŝƚŚ

ATTACHMENT A


ϯͮWĂŐĞ 

ƚŚĞE/'WŽŶƐƵůƚŝŶŐ͛ƐƚƌĂǀĞůƉŽůŝĐLJ͘E/'WŽŶƐƵůƚŝŶŐǁŝůůŝŶǀŽŝĐĞŽŶĂŵŽŶƚŚůLJďĂƐŝƐĨŽƌ ƌĞŝŵďƵƌƐĞŵĞŶƚŽĨƚƌĂǀĞůͲƌĞůĂƚĞĚĞdžƉĞŶƐĞƐ͘

WƌŝŽƌƚŽE/'WŽŶƐƵůƚŝŶŐ͛ƐĐŽŵŵĞŶĐĞŵĞŶƚŽĨƚŚĞǁŽƌŬ͕ƚŚĞŝƚLJWƌŽũĞĐƚDĂŶĂŐĞƌĂŶĚĚĞƐŝŐŶĂƚĞĚ ŝƚLJƐƚĂĨĨƐŚĂůůŵĞĞƚǀŝƌƚƵĂůůLJǁŝƚŚE/'WŽŶƐƵůƚŝŶŐƚŽĞŶƐƵƌĞƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞ^ĐŽƉĞŽĨtŽƌŬ ĂŶĚĞdžƉĞĐƚĂƚŝŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘

͘ ŝƚLJWƌŽǀŝĚĞĚ^ƵƉƉŽƌƚ

dŚĞĨŽůůŽǁŝŶŐůĞǀĞůŽĨƐƵƉƉŽƌƚŝƐĞdžƉĞĐƚĞĚĨƌŽŵƚŚĞŝƚLJƚŚƌŽƵŐŚŽƵƚƚŚĞĞŶŐĂŐĞŵĞŶƚ͗ 
x ŝƌĞĐƚŝŽŶͬ^ƵƉĞƌǀŝƐŝŽŶʹŝƚLJǁŝůůƉƌŽǀŝĚĞŐƵŝĚĂŶĐĞ͕ĚŝƌĞĐƚŝŽŶĂŶĚƐƵƉĞƌǀŝƐŝŽŶƚŽE/'W ŽŶƐƵůƚŝŶŐ ŽŶĂƚŝŵĞůLJďĂƐŝƐ͘ŝƚLJǁŝůůƉƌŽǀŝĚĞƚŝŵĞůLJƌĞƋƵŝƌĞĚĂƉƉƌŽǀĂůƐ ŽŶĂůůĂƉƉƌŽƉƌŝĂƚĞǁŽƌŬ͘ŝƚLJǁŝůů ĞŶƐƵƌĞƚŚĂƚƚŚĞĂƐƐŝŐŶĞĚŽŶƐƵůƚĂŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŚĂƐƚŚ ĞůĞǀĞůŽĨƐƵƉƉŽƌƚƌĞƋƵŝƌĞĚƚŽ ƐƵĐĐĞƐƐĨƵůůLJĐŽŵƉůĞƚĞƚŚĞƐĐŽƉĞŽĨǁŽƌŬ͕ŝŶĐůƵĚŝŶŐĂŶLJƌĞƋƵŝƌĞĚ ŝŶƚĞƌǀĞŶƚŝŽŶŽŶŵĂƚƚĞƌƐǁŝƚŚ ŽƚŚĞƌŝƚLJƐƚĂĨĨ͕ůĞĂĚĞƌƐŚŝƉŽƌƉŽůŝƚŝĐĂůŽĨĨŝĐŝĂůƐ͘
x dƌĂŝŶŝŶŐʹŝƚLJǁŝůůƉƌŽǀŝĚĞŶĞĐĞƐƐĂƌLJĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚƌĂŝŶŝŶŐĨŽƌ ƚŚĞ ĂƐƐŝŐŶĞĚŽŶƐƵůƚĂŶƚŝŶ ŽƌĚĞƌĨŽƌŽŶƐƵůƚĂŶƚƚŽĐŽŵƉůĞƚĞĂůůĂƐƐŝŐŶĞĚǁŽƌŬƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ x ĐĐĞƐƐƚŽZĞƋƵŝƌĞĚ^LJƐƚĞŵƐ ʹŝƚLJǁŝůůƉƌŽǀŝĚĞĂĐĐĞƐƐƚŽĂůůƐLJƐƚĞŵƐƌĞƋƵŝƌĞĚĨŽƌ ƚŚĞĂƐƐŝ ŐŶĞĚ ŽŶƐƵůƚĂŶƚƚŽĐŽŵƉůĞƚĞĂůůĂƐƐŝŐŶĞĚǁŽƌŬ͘
x KƚŚĞƌƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞůŝĞŶƚŵĂLJďĞĚĞƚĞƌŵŝŶĞĚĚƵƌŝŶŐƚŚĞ<ŝĐŬKĨĨŵĞĞƚŝŶŐĂĨƚĞƌĂǁĂƌĚ͘ 
//͘ WƌŽũĞĐƚ^ĐŚĞĚƵůĞ

^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐǁŝůůďĞƉƌŽǀŝĚĞĚŽŶĂŵƵƚƵĂůůLJĂŐƌĞĞĂďůĞƐĐŚĞĚƵůĞĚĞƚĞƌŵŝŶĞĚďLJďŽƚŚ ƉĂƌƚŝĞƐŽŶĂŵŽŶƚŚůLJďĂƐŝƐ͕ĨƌŽŵƚŚĞĞĨĨĞĐƚŝǀĞĚĂƚĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿŵŽŶƚŚƐ͘ dŚĞĞŶŐĂŐĞŵĞŶƚŵĂLJƚŚĞŶďĞĞdžƚĞŶĚĞĚƵƉŽŶŵƵƚƵĂůĂŐƌĞĞŵĞŶƚŽĨďŽƚŚƉĂƌƚŝĞƐĨŽƌĂŶĂĚĚŝƚŝŽŶĂů ŵŽŶƚŚůLJƉĞƌŝŽĚƵƉƚŽŽŶĞLJĞĂƌǁŝƚŚϯϬĚĂLJƐĂĚǀĂŶĐĞŶŽƚŝĐĞ͘ 
///͘ ŽŶƚƌĂĐƚ&ĞĞĂŶĚ^ĞƌǀŝĐĞZĂƚĞƐ

^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ,ŽƵƌůLJZĂƚĞƐ͗
WƌŽĐƵƌĞŵĞŶƚDĂŶĂŐĞƌ^ƵƉƉŽƌƚ   ΨϭϳϬͬŚƌ;ŽŶͲƐŝƚĞŽƌǀŝƌƚƵĂůͿ 
dŚĞĞƐƚŝŵĂƚĞĚǁĞĞŬůLJĞdžƉĞŶƐĞĨŽƌƚŚĞŽŶƐƵůƚĂŶƚƚŽƚƌĂǀĞůƚŽĂŶ ĚĨƌŽŵƚŚĞŝƌďĂƐĞůŽĐĂƚŝŽŶƚŽƚŚĞŝƚLJŝƐ ΨϮ͕ϬϬϬ͘ϬϬĨŽƌĂϱĚĂLJŽŶͲƐŝƚĞĞŶŐĂŐĞŵĞŶƚ͘dƌĂǀĞůͲƌĞůĂƚĞĚĞdžƉĞŶ ƐĞƐǁŝůůďĞďŝůůĞĚĂƚĐŽƐƚŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚE/'WŽŶƐƵůƚŝŶŐƚƌĂǀĞůƌĂƚĞƐ͗

ΨϴϬͬĚĂLJ;ŵĂdžŝŵƵŵͿ WĞƌŝĞŵ
ΨϭϳϱͬŶŝŐŚƚ;ŵĂdžŝŵƵŵͿ >ŽĚŐŝŶŐ

dƌĂǀĞůͲƌĞůĂƚĞĚ ĞdžƉĞŶƐĞƐ ǁŝůů ĂůƐŽ ŝŶĐůƵĚĞ ƌĞĂƐŽŶĂďůĞ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶ ;ƌĞŶƚĂů ĐĂƌͿ͕ ƉĂƌŬŝŶŐ ĂŶĚ ŵŝůĞĂŐĞ ƚŽͬĨƌŽŵŽŶƐƵůƚĂŶƚ͛ƐďĂƐĞůŽĐĂƚŝŽŶ͕ĂŝƌĨĂƌĞ͕ůƵŐŐĂŐĞĨĞĞƐĂŶĚŽƚŚĞƌĚŝƌĞĐƚůLJƌĞůĂƚĞĚƚƌĂǀĞůĞdžƉĞŶƐĞƐ͘ 


ATTACHMENT A


ϰͮWĂŐĞ 

/s͘ Billing

ŝůůŝŶŐĨŽƌ^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐǁŝůůďĞŵŽŶƚŚůLJĂƚƚŚĞĐŽŶƚƌĂĐƚĞĚŚŽƵƌůLJƌĂƚĞ͕ŝŶĐůƵĚŝŶŐƚƌĂǀĞůͲ ƌĞůĂƚĞĚĞdžƉĞŶƐĞƐĨŽƌƚŚĞŵŽŶƚŚ͘^ĞƌǀŝĐĞƐĂƌĞĚĞĞŵĞĚĂĐĐĞƉƚĞĚĂƐƚŚĞLJĂƌĞƉƌŽǀŝĚĞĚƚŽƚŚĞŝƚLJ͘dĞƌŵƐ ĨŽƌĂůůŝŶǀŽŝĐŝŶŐĂƌĞƵĞhƉŽŶZĞĐĞŝƉƚ͘

s͘ ^ƚĂƚĞŵĞŶƚKĨYƵĂůŝĨŝĐĂƚŝŽŶƐŶĚ
džƉĞƌŝĞŶĐĞ

E/'WŽŶƐƵůƚŝŶŐʹŽŶƐƵůƚŝŶŐdĞĂŵYƵĂůŝĨŝĐĂƚŝŽŶƐ

KƵƌĐŽŶƐƵůƚĂŶƚƐĂƌĞĐƵƌƌĞŶƚĂŶĚĨŽƌŵĞƌƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚƉƌĂĐƚŝƚŝŽŶĞƌƐ͘dŚĞŝƌĞdžƉĞƌŝĞŶĐĞĂŶĚ ĞdžƉĞƌƚŝƐĞĂƌĞďĂƐĞĚƵƉŽŶƚŚĞŝƌůĞĂĚĞƌƐŚŝƉĂŶĚĞdžĞĐƵƚŝǀĞƉŽƐŝƚŝŽŶƐǁŝƚŚŐŽǀĞƌŶŵĞŶƚĞŶƚŝƚŝĞƐĂƐǁĞůůĂƐ ƚŚĞŝƌƐĞƌǀŝĐĞĂƐĐŽŶƐƵůƚĂŶƚƐƵŶĚĞƌĐŽŶƚƌĂĐƚĞĚĞŶŐĂŐĞŵĞŶƚƐ͘ 
ĂƐĞĚƵƉŽŶƚŚĞŝƌŝŶĚŝǀŝĚƵĂůĂŶĚĐŽůůĞĐƚŝǀĞĞdžƉĞƌŝĞŶĐĞŝŶƉƵďůŝĐƐĞĐƚŽƌƉƌŽĐƵƌĞŵĞŶƚ͕ƉƌŽĐƵƌĞŵĞŶƚ ůĞĂĚĞƌƐŚŝƉĂŶĚĞdžƚĞŶƐŝǀĞĞŶŐĂŐĞŵĞŶƚŝŶƚŚĞƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚĐŽŵŵƵŶŝƚLJ͕ŽƵƌŽŶƐƵůƚŝŶŐdĞĂŵ ďƌŝŶŐƐƉƌŽŐƌĞƐƐŝǀĞĞdžƉĞƌŝĞŶĐĞŝŶ͗

x 'ŽŽĚƐ͕ƐĞƌǀŝĐĞƐ͕ĚĞƐŝŐŶ͕ĂŶĚĐŽŶƐƚƌƵĐƚŝŽŶĐŽŶƚƌĂĐƚŝŶŐ͘ 
x ĐƋƵŝƐŝƚŝŽŶƐ͕ŝŶǀĞŶƚŽƌLJŵĂŶĂŐĞŵĞŶƚĂŶĚƐƵƉƉůLJĐŚĂŝŶůŽŐŝƐƚŝĐƐ͘ 
x >ĂƌŐĞĂŶĚĐŽŵƉůĞdžƉƌŽũĞĐƚƚĂƐŬƐ͕ŝŶĐůƵĚŝŶŐƉůĂŶŶŝŶŐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶĂŶĚƐĐŽƉĞŽĨǁŽƌŬ ĚĞǀĞůŽƉŵĞŶƚ͕ŵĂƌŬĞƚƌĞƐĞĂƌĐŚ͕ĐŽƐƚĂŶĚƉƌŝĐĞĂŶĂůLJƐŝƐ͕ŶĞŐŽƚŝĂƚŝŽŶƐ͕ĐŽŶƚƌĂĐƚŽƌƉĞƌĨŽƌŵĂŶĐĞ ĂƐƐĞƐƐŵĞŶƚ͕ĐŽŶƚƌĂĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĐŽŶƚƌĂĐƚĐůŽƐĞŽƵƚ͘ 
x ĞƐƚƉƌĂĐƚŝĐĞƐŝŶƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚ͘

x WƌŽĐƵƌĞŵĞŶƚƚĞĐŚŶŽůŽŐLJĂŶĚƐŽůƵƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐtŽƌĚ͕ džĐĞů͕WŽǁĞƌWŽŝŶƚ͕ĂŶĚKƵƚůŽŽŬ͘

x KƌĂůĂŶĚǁƌŝƚƚĞŶĐŽŵŵƵŶŝĐĂƚŝŽŶƐŬŝůůƐ͘

x WƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚ͕ŝŶĐůƵĚŝŶŐƐĐŚĞĚƵůĞĂŶĚďƵĚŐĞƚŵĂŶĂŐĞŵĞŶƚ͘ 
x
džƉĞƌƚĂĚǀŝĐĞĂŶĚŐƵŝĚĂŶĐĞƚŽƐĞŶŝŽƌůĞǀĞůƐƚĂĨĨŵĞŵďĞƌƐ͘ 
KƵƌŽŶƐƵůƚŝŶŐdĞĂŵƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚĞǀĞƌLJƉƵďůŝĐŽƌŐĂŶŝnjĂƚŝŽŶŚĂƐĂƵŶŝƋƵĞĐƵůƚƵƌĞ͘ƐĂƚĞĂŵ͕ǁĞ ŐĂƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŽŶƚŚĞŐŽĂůƐŽĨƚŚĞŽƌŐĂŶŝnjĂƚŝŽŶĨŽƌƚŚĞĞŶŐĂŐĞŵĞŶƚĂƐǁĞůůĂƐŽŶƚŚĞĐƵůƚƵƌĞŽĨƚŚĞ ŽƌŐĂŶŝnjĂƚŝŽŶ͘tĞĂƌĞƉƌĞƉĂƌĞĚƚŽďƌŝŶŐŝŵŵĞĚŝĂƚĞǀĂůƵĞ͕ŝŶĐůƵĚŝŶŐŝŵƉůĞŵĞŶƚŝŶŐƐƉĞĐŝĨŝĐďĞƐƚƉƌĂĐƚŝĐĞ ƉƌŽĐƵƌĞŵĞŶƚĂŶĚĐŽŶƚƌĂĐƚŝŶŐƐƚƌĂƚĞŐŝĞƐĨŽƌƚŚĞĞŶƚŝƚLJƚŽĂƐƐŝƐƚŝŶLJŽƵƌŽƉĞƌĂƚŝŽŶ͘KƵƌƚĞĂŵŝƐ ĞdžƉĞƌŝĞŶĐĞĚǁŝƚŚƚŚĞĚLJŶĂŵŝĐƐŽĨƉŽůŝƚŝĐĂůĞŶǀŝƌŽŶŵĞŶƚƐ͘ 
&ƵƌƚŚĞƌ͕ǁĞƌĞĐŽŐŶŝnjĞƚŚĞŝŵƉŽƌƚĂŶĐĞŽĨĞƐƚĂďůŝƐŚŝŶŐƐƚĂŶĚĂƌĚƚŽŽůƐĂŶĚƚĞŵƉůĂƚĞƐƚŽĞŶƐƵƌĞ ĐŽŶƐŝƐƚĞŶĐLJƚŚƌŽƵŐŚŽƵƚĐŽŵƉůĞdžƉƌŽĐƵƌĞŵĞŶƚĂŶĚĐŽŶƚƌĂĐƚŝŶŐĨƵŶĐƚŝŽŶƐ͘E/'WŽŶƐƵůƚŝŶŐŵĂŝŶƚĂŝŶƐ ĐŽŶĨŝĚĞŶƚŝĂůŝƚLJ͕ĨŽĐƵƐŝŶŐŽŶĚĞǀĞůŽƉŝŶŐĐůŽƐĞĐůŝĞŶƚƌĞůĂƚŝŽŶƐŚŝƉƐĂŶĚďƵŝůĚŝŶŐƚƌƵƐƚǁŝƚŚLJŽƵƌĞŶƚŝƚLJ ƚĞĂŵ͘

ATTACHMENT A


ϱͮWĂŐĞ 


s/͘ E/'WŽŶƐƵůƚŝŶŐͲͲŽƌƉŽƌĂƚĞYƵĂůŝĨŝĐĂƚŝŽŶƐ

E/'WŽŶƐƵůƚŝŶŐŝƐƉŽǁĞƌĞĚďLJWĞƌŝƐĐŽƉĞ,ŽůĚŝŶŐƐ͕/ŶĐ͘;͞W,/͟Ϳ͕ĂƉƌŝǀĂƚĞĐŽƌƉŽƌĂƚŝŽŶƚŚĂƚŚĂƐďĞĞŶ ĞŶƚƌƵƐƚĞĚďLJE/'WʹdŚĞ/ŶƐƚŝƚƵƚĞĨŽƌWƵďůŝĐWƌŽĐƵƌĞŵĞŶƚ;͞E/'W͟ͿǁŝƚŚƚŚĞĐƵƐƚŽĚŝĂŶƐŚŝƉĂŶĚ ŵĂŶĂŐĞŵĞŶƚŽĨƚŚĞE/'WŽŶƐƵůƚŝŶŐƉƌŽŐƌĂŵ͘/ŶĂĚĚŝƚŝŽŶƚŽŵĂŶĂŐŝŶŐƚŚĞE/'WŽŶƐƵůƚŝŶŐƉƌŽŐƌĂŵ͕ W,/ŝƐƚŚĞƐŽůĞĐƵƐƚŽĚŝĂŶŽĨƚŚĞE/'WŽŵŵŽĚŝƚLJͬ^ĞƌǀŝĐĞƐŽĚĞ͘tŝƚŚŝƚƐĞdžƉĞƌŝĞŶĐĞĂŶĚƌŽůĞŝŶ ƐƵƉƉŽƌƚŽĨƚŚĞE/'WŽŶƐƵůƚŝŶŐWƌŽŐƌĂŵ͕W,/ƋƵĂůŝĨŝĞƐ͕ƐƵƉƉŽƌƚƐ͕ĂŶĚŵĂŶĂŐĞƐĂƚĞĂŵŽĨƉƌŽĨĞƐƐŝŽŶĂů ƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚĞdžƉĞƌƚƐƚŽĐŽŶĚƵĐƚƉƌŽĐƵƌĞŵĞŶƚƌĞǀŝĞǁƐ͕ƉŽůŝĐLJĂŶĚƉƌŽĐĞĚƵƌĞĚĞǀĞůŽƉŵĞŶƚ͕ĂŶĚ ƉƌŽĐĞƐƐŝŵƉƌŽǀĞŵĞŶƚĞŶŐĂŐĞŵĞŶƚƐĨŽƌƉƵďůŝĐƐĞĐƚŽƌĞŶƚŝƚŝĞƐĂĐƌŽƐƐEŽƌƚŚŵĞƌŝĐĂ͘ 
/ŶĐŽŶƚƌĂƐƚƚŽŽƚŚĞƌƐŝŶƚŚĞŵĂƌŬĞƚ͕E/'WŽŶƐƵůƚŝŶŐŽĨĨĞƌƐĂĚĞĞƉďĞŶĐŚŽĨŚŝŐŚůLJƋƵĂůŝĨŝĞĚ͕ŚŝŐŚůLJ ĚĞĚŝĐĂƚĞĚƌĞƐŽƵƌĐĞƐƚŚĂƚĂƌĞƌĞĐŽŐŶŝnjĞĚĂƐƚŚĞƚŽƉŝĐƉƌŽĐƵƌĞŵĞŶƚůĞĂĚĞƌƐĂŶĚĞdžƉĞƌƚƐŝŶƚŚĞŝƌĨŝĞůĚ͘ dŚĞƐƚƌĞŶŐƚŚŽĨƚŚĞƚĞĂŵĞŶƐƵƌĞƐE/'WŽŶƐƵůƚŝŶŐƉƌŽĚƵĐĞƐŚŝŐŚƋƵĂůŝƚLJĚĞůŝǀĞƌĂďůĞƐŽŶƐĐŚĞĚƵůĞĂŶĚ ǁŝƚŚŝŶďƵĚŐĞƚ͘

E/'WŝƐĂŵĞŵďĞƌƐŚŝƉͲďĂƐĞĚŶŽŶͲƉƌŽĨŝƚŽƌŐĂŶŝnjĂƚŝŽŶƚŚĂƚƉƌŽǀŝĚĞƐƐƵƉƉŽƌƚƚŽEŽƌƚŚŵĞƌŝĐĂŶ ƉƌŽĨĞƐƐŝŽŶĂůƐŝŶƉƵďůŝĐƐĞĐƚŽƌƉƌŽĐƵƌĞŵĞŶƚ͘^ŝŶĐĞϭϵϰϰ͕E/'WŚĂƐďĞĞŶƉƌŽŵŽƚŝŶŐ͕ĚĞǀĞůŽƉŝŶŐ͕ĂŶĚ ƐƵƉƉŽƌƚŝŶŐƚŚĞƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚƉƌŽĨĞƐƐŝŽŶƚŚƌŽƵŐŚƉƌĞŵŝĞƌĞĚƵĐĂƚŝŽŶĂůĂŶĚƌĞƐĞĂƌĐŚƉƌŽŐƌĂŵƐ͕ ƉƌŽĨĞƐƐŝŽŶĂůƐƵƉƉŽƌƚ͕ƚĞĐŚŶŝĐĂůƐĞƌǀŝĐĞƐ͕ĂŶĚĂĚǀŽĐĂĐLJŝŶŝƚŝĂƚŝǀĞƐƚŚĂƚďĞŶĞĨŝƚŵĞŵďĞƌƐĂŶĚ ĐŽŶƐƚŝƚƵĞŶƚƐ͘E/'WƌĞƉƌĞƐĞŶƚƐϳϮĂĨĨŝůŝĂƚĞĐŚĂƉƚĞƌƐ͕ϯ͕ϬϬϬĂŐĞŶĐLJŵĞŵďĞƌƐƌĞƉƌĞƐĞŶƚŝŶŐĨĞĚĞƌĂů͕ ƐƚĂƚĞ͕ƉƌŽǀŝŶĐŝĂůĂŶĚůŽĐĂůŐŽǀĞƌŶŵĞŶƚĂŶĚŽǀĞƌϭϲ͕ϮϬϬŵĞŵďĞƌƐƐĞƌǀŝŶŐƚŚĞƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚ ĐŽŵŵƵŶŝƚLJ͘E/'WƚĞĂŵĞĚǁŝƚŚWĞƌŝƐĐŽƉĞ;ĨŽĐƵƐĞĚƐŽůĞůLJŽŶƐŽůƵƚŝŽŶƐĨŽƌƉƵďůŝĐƐĞĐƚŽƌƉƌŽĐƵƌĞŵĞŶƚͿ ƚŽŽĨĨĞƌŽƌŐĂŶŝnjĂƚŝŽŶƐƚŚĞŚŝŐŚĞƐƚƋƵĂůŝƚLJƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚƐĞƌǀŝĐĞƐĂǀĂŝůĂďůĞĂƚĂĨĂŝƌŵĂƌŬĞƚƉƌŝĐĞ͘ dŚƌŽƵŐŚƚŚŝƐƉĂƌƚŶĞƌƐŚŝƉ͕E/'WŽŶƐƵůƚŝŶŐůĞǀĞƌĂŐĞƐŝƚƐĂĐĐĞƐƐƚŽĂǀĂƐƚŶĞƚǁŽƌŬŽĨŽǀĞƌϭϳ< ƉƌŽĐƵƌĞŵĞŶƚƉƌŽĨĞƐƐŝŽŶĂůƐĂŶĚƐƵďũĞĐƚͲŵĂƚƚĞƌĞdžƉĞƌƚƐƚŚƌŽƵŐŚŽƵƚEŽƌƚŚŵĞƌŝĐĂ͘ 
ŚĂůůŵĂƌŬŽĨƚŚĞE/'WŽŶƐƵůƚŝŶŐƉƌŽŐƌĂŵŝƐƚŚĞƵŶŵĂƚĐŚĞĚůĞǀĞůŽĨĞdžƉĞƌƚŝƐĞŝŶƚŚĞƉƵďůŝĐ ƉƌŽĐƵƌĞŵĞŶƚŝŶĚƵƐƚƌLJĂŵŽŶŐŽƵƌƚĞĂŵŵĞŵďĞƌƐ͘dŚĞE/'WŽŶƐƵůƚŝŶŐƉƌŽŐƌĂŵ͕ŝŶĞdžŝƐƚĞŶĐĞƐŝŶĐĞ ϭϵϵϱ͕ŚĂƐĐŽŶĚƵĐƚĞĚƉƌŽĐƵƌĞŵĞŶƚĂŶĂůLJƐĞƐ͕ƌĞǀŝĞǁƐĂŶĚƉƌŽǀŝĚĞĚƉƌŽĐƵƌĞŵĞŶƚƐƵƉƉŽƌƚƐĞƌǀŝĐĞƐĨŽƌ ŽǀĞƌϭϱϬƉƵďůŝĐƐĞĐƚŽƌĐůŝĞŶƚƐ͘

ĚĚŝƚŝŽŶĂůůLJ͕ŽƵƌƚĞĂŵŽĨƉƌŽĨĞƐƐŝŽŶĂůƐƉŽƐƐĞƐƐĂŶĂďƵŶĚĂŶĐĞŽĨŬŶŽǁůĞĚŐĞĂŶĚůĞĂĚĞƌƐŚŝƉĞdžƉĞƌŝĞŶĐĞ ƚŚƌŽƵŐŚƚŚĞŝƌƌŽůĞƐŝŶƚŚĞƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚŝŶĚƵƐƚƌLJ͘dŚŝƐĚŝƌĞĐƚůLJĨĂĐŝůŝƚĂƚĞƐĂƚŚŽƌŽƵŐŚ ƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƵŶŝƋƵĞĐŝƌĐƵŵƐƚĂŶĐĞƐĂŶĚƌĂŝƐĞƐƚŚĞďĂƌŽŶŽƵƌĞĨĨĞĐƚŝǀĞŶĞƐƐ͘ 


ATTACHMENT A


ϲͮWĂŐĞ 

ĞůŽǁŝƐĂƐĂŵƉůŝŶŐŽĨƚŚĞƉƵďůŝĐĞŶƚŝƚŝĞƐǁĞŚĂǀĞĐŽŵƉůĞƚĞĚƉƌŽũĞĐƚƐĨŽƌŽǀĞƌƚŚĞƉĂƐƚϭϱLJĞĂƌƐ͘ dŚĞƐĞĞŶŐĂŐĞŵĞŶƚƐŽĨĨĞƌĞǀŝĚĞŶĐĞŽĨƚŚĞďƌĞĂĚƚŚŽĨŬŶŽǁůĞĚŐĞ͕ĞdžƉĞƌŝĞŶĐĞ͕ĂŶĚĐĂƉĂďŝůŝƚLJŽĨƚŚĞ E/'WŽŶƐƵůƚŝŶŐWƌŽŐƌĂŵƚŽĚĞůŝǀĞƌƐƵƉĞƌŝŽƌĐŽŶƐƵůƚŝŶŐƐĞƌǀŝĐĞƐŝŶƚŚĞƉƵďůŝĐƐĞĐƚŽƌ͘ 
 E/'WKE^h>d/E'>/
Ed>/^d 
ƒ ůĂĐŚƵĂŽƵŶƚLJ͕&> ƒ ,ŽǁĂƌĚŽƵŶƚLJ͕D
ƒ ŶĐŚŽƌĂŐĞ^ĐŚŽŽůŝƐƚƌŝĐƚ͕< ƒ /ŵƉĞƌŝĂů/ƌƌŝŐĂƚŝŽŶŝƐƚƌŝĐƚ͕ ƒ ƌůŝŶŐƚŽŶŽƵŶƚLJ͕s ƒ >ŽŶŐĞĂĐŚWŽƌƚƵƚŚŽƌŝƚLJ͕ ƒ ƚůĂŶƚĂ,ŽƵƐŝŶŐƵƚŚŽƌŝƚLJ͕' ƒ >ŽƵĚŽŶŽƵŶƚLJ͕s
ƒ ƵƐƚŝŶ^ĐŚŽŽůŝƐƚƌŝĐƚ͕dy ƒ DĂŶĂƚĞĞŽƵŶƚLJ͕&>
ƒ ĂůKƉƚŝŵĂ/ŶƚĞŐƌĂƚĞĚ,ĞĂůƚŚ^ĞƌǀŝĐĞƐ͕ ƒ DĂƌŝĐŽƉĂŽƵŶƚLJ͕ ƒ ĞĐŝůŽƵŶƚLJ͕D ƒ DĞĐŬůĞŶďƵƌŐŽƵŶƚLJ͕E
ƒ ŝƚLJŽĨŶŶĂƉŽůŝƐ͕D ƒ DŝĂŵŝĂĚĞ
džƉƌĞƐƐǁĂLJ͕&>
ƒ ŝƚLJŽĨƵƐƚŝŶ͕dy ƒ EĂƐŚǀŝůůĞ/ŶƚĞƌŶĂƚŝŽŶĂůŝƌƉŽƌƚ ƒ ŝƚLJŽĨĂůůĂƐ͕dy ƒ EĞǁƌĂƵŶĨĞůƐhƚŝůŝƚLJ͕dy
ƒ ŝƚLJŽĨĞĞƌĨŝĞůĚ͕&> ƒ KƌĂŶŐĞŽƵŶƚLJ͕
ƒ ŝƚLJŽĨ&ƚtŽƌƚŚ͕dy ƒ WƌŝŶĐĞ'ĞŽƌŐĞŽƵŶƚLJ͕D
ƒ ŝƚLJŽĨ,ĂŵŝůƚŽŶ͕KE ƒ ^ĂŶŝĞŐŽŽƵŶƚLJ͕
ƒ ŝƚLJŽĨ<ŝƌŬǁŽŽĚ͕DK ƒ ^ĞŵŝŶŽůĞŽƵŶƚLJ͕&>
ƒ ŝƚLJŽĨ>ŽŶŐĞĂĐŚ͕ ƒ ^ŶŽŚŽŵŝƐŚŽƵŶƚLJ͕t
ƒ ŝƚLJŽĨDŝĂŵŝĞĂĐŚ͕&> ƒ ^ƚ͘>ŽƵŝƐŽƵŶƚLJ͕DK
ƒ ŝƚLJŽĨEŽƌƚŚDŝĂŵŝĞĂĐŚ͕&> ƒ ^ƚ͘DĂƌLJ͛ƐDĞƚƌŽƉŽůŝƚĂŶŽƵŶƚLJŽŵŵŝƐƐŝŽŶ͕D ƒ ŝƚLJŽĨKƌůĂŶĚŽ͕&> ƒ ^ƚĂƚĞŽĨ/ůůŝŶŽŝƐĂƉŝƚĂů/ŵƉƌŽǀĞŵĞŶƚŽĂƌĚ ƒ ŝƚLJŽĨWĂůŽůƚŽ͕ ƒ ^ƚĂƚĞŽĨDĂŝŶĞ
ƒ ŝƚLJŽĨWŽƌƚKƌĂŶŐĞ͕&> ƒ ^ƚĂƚĞŽĨDĂƌLJůĂŶĚ
ƒ ŝƚLJŽĨ^ĂŶŶƚŽŶŝŽ͕dy ƒ ^ƚĂƚĞŽĨDŝĐŚŝŐĂŶ
ƒ ^ĂŶŶƚŽŶŝŽtĂƚĞƌ^LJƐƚĞŵ ƒ ^ƚĂƚĞŽĨEĞǀĂĚĂ
ƒ ŽŶƚƌĂŽƐƚĂŽƵŶƚLJ͕ ƒ ^ƚĂƚĞŽĨKƌĞŐŽŶdƌĞĂƐƵƌLJ
ƒ WƵďůŝĐ^ĐŚŽŽůƐ ƒ ^ƚĂƚĞŽĨtĂƐŚŝŶŐƚŽŶ
ƒ &ĂŝƌďĂŶŬƐEŽƌƚŚ^ƚĂƌŽƌŽƵŐŚ͕< ƒ ^ƵĨĨŽůŬŽƵŶƚLJ͕Ez ƒ 'ŽůĚĞŶ'ĂƚĞŝƐƚƌŝĐƚƵƚŚŽƌŝƚLJ ƒ hŶŝǀĞƌƐŝƚLJŽĨEŽƌƚŚĂƌŽůŝŶĂͲ'ƌĞĞŶƐďŽƌŽ ƒ ,ŽƵƐƚŽŶŽƵŶƚLJ͕dy x sŝƌŐŝŶŝĂŽŵŵŽŶǁĞĂůƚŚhŶŝǀĞƌƐŝƚLJ 


ATTACHMENT A


ϳͮWĂŐĞ 

s//͘ ĚĚŝƚŝŽŶĂůĂƚĂ

KƵƌŝĨĨĞƌĞŶƚŝĂƚŽƌ

dŚĞE/'WŽŶƐƵůƚŝŶŐƉƌŽŐƌĂŵŝƐƚƌƵůLJƵŶŝƋƵĞ͗

x tĞĂƌĞƐŝŶŐůĞͲŵŝŶĚĞĚŝŶƉƵƌƉŽƐĞĂŶĚĨŽĐƵƐŽŶƚŚĞƚƌĂŶƐĨŽƌŵĂƚŝŽŶĂŶĚĂĚǀĂŶĐĞŵĞŶƚ ŽĨƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚ͘
x ůůĐůŝĞŶƚƐĂƌĞƉƵďůŝĐƐĞĐƚŽƌƉƌŽĐƵƌĞŵĞŶƚŽƌŐĂŶŝnjĂƚŝŽŶƐ͘ x
ĂĐŚŽĨŽƵƌĐŽŶƐƵůƚĂŶƚƐŚĂƐŚĂŶĚƐͲŽŶĞdžƉĞƌŝĞŶĐĞƉĞƌĨŽƌŵŝŶŐĐƌŝƚŝĐĂůƉƌŽĐƵƌĞŵĞŶƚĂŶĚ ĐŽŶƚƌĂĐƚŝŶŐĨƵŶĐƚŝŽŶƐǁŝƚŚŝŶƉƵďůŝĐƐĞĐƚŽƌŽƌŐĂŶŝnjĂƚŝŽŶƐ͘ x tĞĞŶƐƵƌĞƚŚĂƚƚŚĞWƵďůŝĐWƌŽĐƵƌĞŵĞŶƚsĂůƵĞƐŽĨĐĐŽƵŶƚĂďŝůŝƚLJ͕ ƚŚŝĐƐ͕/ŵƉĂƌƚŝĂůŝƚLJ͕
WƌŽĨĞƐƐŝŽŶĂůŝƐŵ͕^ĞƌǀŝĐĞĂŶĚdƌĂŶƐƉĂƌĞŶĐLJĂƌĞĞŶŐƌĂŝŶĞĚŝŶĞǀĞƌLJĂƐƉĞĐƚŽĨŽƵƌǁŽƌŬ͕ ŽƵƌĚĞůŝǀĞƌĂďůĞƐ͕ĂŶĚŽƵƌƌĞůĂƚŝŽŶƐŚŝƉƐ͘;/ŶĨĂĐƚ͕ǁĞŚĞůƉĞĚĞƐƚĂďůŝƐŚƚŚĞƐĞsĂůƵĞƐĂƐ ǁĞůůĂƐƚŚĞƐƵďƐĞƋƵĞŶƚĞƐƚWƌĂĐƚŝĐĞƐŽĨWƵďůŝĐWƌŽĐƵƌĞŵĞŶƚĨŽƌŽƵƌŝŶĚƵƐƚƌLJ͘Ϳ x tĞĂƌĞĐŽŵŵŝƚƚĞĚƚŽŚĞůƉŝŶŐĂůůƉƵďůŝĐƉƌŽĐƵƌĞŵĞŶƚĞŶƚŝƚŝĞƐƚƌĂŶƐĨŽƌŵŝŶƚŽĐĞŶƚĞƌƐŽĨ ƉƌŽĐƵƌĞŵĞŶƚĞdžĐĞůůĞŶĐĞ͘
x tĞƉĂƐƐŝŽŶĂƚĞůLJůŝǀĞŽƵƌŵŝƐƐŝŽŶ͗WƌŽĐƵƌĞŵĞŶƚWƌŽĨĞƐƐŝŽŶĂůƐĞůŝǀĞƌŝŶŐZĞƐƵůƚƐ͘ 
ĚĚŝƚŝŽŶĂů^ĞƌǀŝĐĞƐǀĂŝůĂďůĞ

^ƚĂĨĨƵŐŵĞ ŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐ͗ŽŶƚƌĂĐƚ^ƚĂĨĨ^ƵƉƉŽƌƚ;ΨϭϰϬͬŚƌ ͿΘWƌŽĐƵƌĞŵĞŶƚŶĂůLJƐƚ^ƵƉƉŽƌƚ ;ΨϭϭϬͬŚƌͿ

E/'WŽŶƐƵůƚŝŶŐǁŝůůƉƌŽǀŝĚĞŽŶĞŽƌŵŽƌĞŽŶƐƵůƚĂŶƚƐ͕ĨŽƌƵƉƚŽϰϬŚŽƵƌƐƉĞƌǁĞĞŬƉĞƌŽŶƐƵůƚĂŶƚ͕ƚŽ ƉƌŽǀŝĚĞŽŶƚƌĂĐƚ^ƚĂĨĨͬWƌŽĐƵƌĞŵĞŶƚŶĂůLJƐƚ^ƵƉƉŽƌƚŝŶĂƌĞĂƐŽĨ ƉƌŽĐƵƌĞŵĞŶƚƐĞƌǀŝĐĞƐŝŶĐůƵĚŝŶŐďƵƚ ŶŽƚůŝŵŝƚĞĚƚŽĂŶLJŽĨƚŚĞĨŽůůŽǁŝŶŐ͗
x ĞĨĂŵŝůŝĂƌǁŝƚŚĂůů/dzƉŽůŝĐŝĞƐĂŶĚƉƌŽĐĞƐƐĞƐ͕ĂƐǁĞůůĂƐƐƚĂƚĞƌĞŐƵůĂƚŝŽŶƐ͘ x WĂƌƚŝĐŝƉĂƚĞ͕ĂƐƌĞƋƵĞƐƚĞĚ͕ŝŶĂŶLJĐĂůůƐ͕ŵĞĞƚŝŶŐƐ͕ĞŵĂŝůƐŽƌŽƚŚĞƌĐŽŵŵƵŶŝĐĂƚŝŽŶƐĂŶĚ ĞŶŐĂŐĞŵĞŶƚƌĞůĂƚĞĚƚŽƉƵƌĐŚĂƐŝŶŐĂŶĚĐŽŶƚƌĂĐƚƐĞƌǀŝĐĞƐĂĐƚŝǀŝƚŝĞƐ͘ x ĞǀĞůŽƉƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚƐĐŽƉĞƐŽĨǁŽƌŬǁŝƚŚ/dzĐůŝĞŶƚƐͬĐƵƐƚŽŵĞƌƐ͘ x ĞǀĞůŽƉƐŽůŝĐŝƚĂƚŝŽŶƐĨŽƌŐŽŽĚƐĂŶĚƐĞƌǀŝĐĞƐƌĞƋƵŝƌĞĚďLJ/dz͘ x &ĂĐŝůŝƚĂƚŝŽŶŽĨƐŽůŝĐŝƚĂƚŝŽŶƉƌŽĐĞƐƐĞƐ͘
x ĞǀĞůŽƉĚŽĐƵŵĞŶƚĂƚŝŽŶƌĞůĂƚĞĚƚŽƚŚĞƐŽƵƌĐŝŶŐƉƌŽĐĞƐƐ͕ŝŶĐůƵĚŝŶŐĐŽŶƚƌĂĐƚĂǁĂƌĚ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶĐŽŵŵƵŶŝĐĂƚŝŽŶƐ͘
x ƐƐŝƐƚŝŶƚŚĞƌĞǀŝĞǁŽĨ/dzĐŽŶƚƌĂĐƚƐĂŶĚĐŽŶƚƌĂĐƚŵŽĚŝĨŝĐĂƚŝŽŶƐ͘ x ZĞƐĞĂƌĐŚƉŝŐŐLJďĂĐŬŽƉƉŽƌƚƵŶŝƚŝĞƐǁŝƚŚŶĂƚŝŽŶĂůĐŽŽƉĞƌĂƚŝǀĞƐ͕'^͕ƐƚĂƚĞ͕ŽƌůŽĐĂůĂŐĞŶĐLJ ĐŽŶƚƌĂĐƚƐĂƐŶĞĞĚĞĚ͘
x ZĞƐĞĂƌĐŚůĞŐĂůŝƐƐƵĞƐƌĞůĂƚĞĚƚŽƉƵƌĐŚĂƐŝŶŐĂŶĚĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚůĞŐĂůĐŽƵŶƐĞůƚŽĂĚĚƌĞƐƐďŝĚ ƉƌŽƚĞƐƚƐŽƌĐŚĂůůĞŶŐĞƐĚƵƌŝŶŐƚŚĞďŝĚĚŝŶŐƉƌŽĐĞƐƐŽƌĂŶƐǁĞƌƉŽƐƚͲďŝĚƋƵĞƐƚŝŽŶƐ͘ x ŽŵŵƵŶŝĐĂƚĞƌĞŐƵůĂƌůLJǁŝƚŚĂŶŽƚŚĞƌĐŽŶƐƵůƚĂŶƚƚĞĂŵŵĞŵďĞƌ͕ĂƐǁĞůůĂƐ/dzƚĞĂŵŵĞŵďĞƌƐ͘ x /ŶĨŽƌŵE/'WŽŶƐƵůƚŝŶŐWƌĞƐŝĚĞŶƚŽĨĂŶLJŝƐƐƵĞƐŽƌŶĞĞĚĞĚƐƵƉƉŽƌƚĚƵƌŝŶŐĞŶŐĂŐĞŵĞŶƚ͘ 


ATTACHMENT A
8 | P a g e
Beyond the services anticipated in the Staff Augmentation support engagement, NIGP Consulting has numerous supplemental and related services available to further support this engagement. Below is a listing of a few of the procurement-related services available upon request:
➢ Strategic Procurement Assessment
➢ Procurement Policy and Procedures Development/Revision ➢ Benchmarking Against Comparable Procurement Agencies
➢ Process Mapping of Current State and Proposed Future State ➢ Organizational, Staff and Workload Assessment
➢ Spend/Category Management and Analytics
➢ Leadership and Team Assessment and Development
VIII. Offer and Acceptance
City agrees that it shall not refer to the Assessment by NIGP Consulting in any marketing or promotional materials without the express approval by Periscope. City shall have the right, for informational purposes, to state the fact that NIGP Consulting has been/was engaged to provide the Assessment. Periscope retains the right to list the City as a client and may request a written testimonial or reference from the City for the work performed.

Both parties hereby authorize the defined statement of work and terms of the agreement by signing below:

Agreed:

By: By:
______________________________ ______________________________ Periscope Holdings, Inc. City of Stockton
______________________________ ______________________________ Signature Signature
______________________________ ______________________________ Mark Eigenbauer, President Printed Name and Title
______________________________ ______________________________ Date Date
DocuSign Envelope ID: B9B164C5-270C-4E59-AC16-435D0DCA8F81 10/11/2023

ATTACHMENT A