Agenda packet — City Council and Concurrent Authorities, February 6, 2024 (part 1 of 5)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
4:00 PMTuesday, February 6, 2024
Note: Councilmember Lenz will participate in the meeting via teleconference from the following location: The Westin, Lobby, 270 West 43rd Street, New York, New York

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 24-0130

CONFERENCE WITH LABOR NEGOTIATOR
Recommended Action: Agency Designated Representative: City Manager Harry Black Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA)
This Closed Session is authorized pursuant to section 54957.6(a) of the Government Code.

Department:

City Attorney

3.2 24-0131 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Manager
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.3 24-0132 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

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Authority Concurrent
Meeting Agenda - Final
Recommended Action:

City Attorney
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.4 24-0133 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Clerk
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.5 24-0134 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Number of Cases: One
To
discuss matters pertaining to the threat of litigation pursuant to Government Code section 54956.9(d)(2).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

10. 1 24-0106

FIRE DEPARTMENT MEDAL OF VALOR AND UNIT CITATION

AWARDS PRESENTATION
Department: Fire

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 24-0118 APPROVE BY RESOLUTION AN UPDATE TO THE FY 2023-24

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INTERNAL AUDIT PLAN
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve by resolution:

1. An update to the Fiscal Year (FY)2023-24 Internal Audit Plan with Moss Adams; and,

2. An Amendment to the FY 2023-24 Annual Budget authorizing a $45,000 budget increase in the City Auditors' Internal Audit Services Special Services account, transferring $15,000 from the Non-Departmental special services account and appropriating $30,000 from General Fund balance to be offset by Measure A sales and use tax receipts.

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

Department:

City Auditor
Proposed Resolution
Exhibit 1 - Audit Plan Update Memo
Attachments:

12.2 24-0138 MAYORAL APPOINTMENTS TO COUNCIL COMMITTEES AND

COMMITTEE STRUCTURE/FUNCTION ROSTER
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a resolution amending the Mayoral Appointments to Council Committees and Committee Structure/Function roster effective immediately.

Department:

City Clerk
Proposed Resolution
Exhibit 1- Mayoral Appointments 2024.pdf
Attachments:

12.3 24-0112 APPROVAL OF CITY COUNCIL MINUTES
Recommended Action: RECOMMENDATION
Approve the minutes from the City Council meetings of November 7, 2023 and November 14, 2023
Department: City Clerk
Attachment A - 2023-11-07 Minutes
Attachment B - 2023-11-14 Minutes
Attachments:

12.4 23-1202 ADOPT A RESOLUTION APPROVING A FINAL MAP AND

SUBDIVISION AGREEMENT FOR THE WESTLAKE VILLAGES, UNIT
NO. 7 - VILLAGE A (TRACT NO. 3574) PROJECT

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Recommended Action:

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

1. Approve the final map for Westlake Villages, Unit No. 7 - Village A, Tract No. 3574;

2. Authorize the City Manager to execute the subdivision agreement, accept on behalf of the public all offers of dedication, and record the final map for Westlake Villages, Unit No. 7 - Village A, Tract No. 3574; and

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Department:

Community Development
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1
Exhibit 2
Attachments:

12.5 24-0007 ADOPT A RESOLUTION APPROVING A FINAL MAP AND

SUBDIVISION AGREEMENT FOR THE WESTLAKE VILLAGES, UNIT
NO. 8 - VILLAGE B (TRACT NO. 3575) PROJECT
Recommended Action:

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

1. Approve the Final Map for Westlake Villages, Unit No. 8 - Village B, Tract No. 3575;

2. Authorize the City Manager to execute the subdivision agreement, accept on behalf of the public all offers of dedication, and record the Final Map for Westlake Villages, Unit No. 8 - Village B, Tract No. 3575; and

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Department:

Community Development
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Map Agreement
Exhibit 2 - Final Map
Attachments:

12.6 24-0042 ADOPT A RESOLUTION TO EXECUTE A ONE-YEAR AGREEMENT

WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON

BEHALF OF ITS DAVIS CAMPUS SCHOOL OF VETERINARY

MEDICINE, KORET SHELTER MEDICINE PROGRAM IN SUPPORT

OF THE STOCKTON ANIMAL SHELTER

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Recommended Action:

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

1. Authorize the City Manager, or designee, to accept funds from the Regents of the University of California on behalf of its Davis Campus School of Veterinary Medicine, Koret Shelter Medicine Program, in the amount of $200,000 for the purpose of improving the Shelter's animal health and adoptability;

2. Authorize the City Manager or designee to execute this grant and all related documents to carry out the purpose and intent of the grant award;

3. Amend the Fiscal Year 2023-24 Annual Budget to increase the Police Special Grants Revenue Fund, Animal Shelter Funds' revenue and expenditure appropriation by $200,000;

4. Authorize the City Manager or designee, to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department:

Police
Proposed Resolution
Exhibit 1 - Koret Shelter Medicine Program
Attachments:

12.7 23-1201 ADOPT RESOLUTION TO PURCHASE MISCELLANEOUS

EQUIPMENT UTILIZED BY THE MUNICIPAL UTILITIES

DEPARTMENT

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Recommended Action:

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

1. Approve findings pursuant to Stockton Municipal Code section

3.68.070 in support of an exception to the competitive bidding process.

2. Approve the use of Cooperative Purchasing Agreements through Sourcewell Contract Nos. 011723-LIN, 011723-JDC, and 101221-VTR to provide the City access to preferential pricing of equipment from Link-Belt Cranes, John Deere Construction Retail Sales, and Vactor Manufacturing.

3. Appropriate funds in the amount of $480,000 from the Wastewater Utility Fund Balance; $240,000 to the Municipal Utilities Department Equipment Acquisition Account and $240,000 to the Wastewater Pump Station Equipment Acquisition Account.

4. Authorize the City Manager to execute a contract in the amount of $1,725,347.27 with Link-Belt Cranes through affiliated vendor, Nixon-Egli Equipment Company of Tracy, CA, to purchase one 100-ton crane.

5. Authorize the City Manager to execute a contract in the amount of $303,857.27 with John Deere Construction Retail Sales through affiliated vendor, Pape Machinery, Inc. of French Camp, CA, to purchase one front loader tractor.

6. Authorize the City Manager to execute a contract in the amount of $1,325,322.40 with Vactor Manufacturing through affiliated vendor, Owen Equipment of Fairfield, CA, to purchase two hydro-vac sewer cleaning trucks.

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

Department:

Public Works
Attachment A - Vehicle Purchase/Replacement List
Attachment B - Nixon-Egli Crane Quote
Attachment C - Pape Machinery Tractor Quote
Attachment D - Owen Equipment Vactor Quote
Proposed Resolution
Exhibit 1 - Coop Agreement with Link Belt Nixon-Egli
Exhibit 2 - Coop Agreement with John Deere/Pape Machinery Exhibit 3 - Coop Agreement with Owen Equipment
Attachments:

12.8 24-0009 APPROVE MOTION TO AUTHORIZE PROFESSIONAL TRAFFIC

COUNTS COLLECTION SERVICES

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Recommended Action:

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

1. Award a Professional Services Contract to Quality Counts, LLC of Concord, CA, in the amount of $191,980, for Professional Traffic Counts Collection Services, Project No. SEB-23-004.

2. Approve findings pursuant to Stockton Municipal Code section

3.68.070 in support of an exception to the competitive bidding process.

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

Department:

Public Works
Attachment A - Professional Services ContractAttachments:

12.9 24-0012 ADOPT RESOLUTION TO AUTHORIZE THE NEIGHBORHOOD

TRAFFIC MANAGEMENT PROGRAM
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the Notice of Exemption No. NOE56-23 under the California Environmental Quality Act for the Neighborhood Traffic Management Program, Project No. WT16008.

2. Approve the plans and specifications for the Neighborhood Traffic Management Program, Project No. WT16008.

3. Award a Construction Contract in the amount of $388,020 to Dirt Dynasty, Inc. of Farmington, CA, for the Neighborhood Traffic Management Program, Project No. WT16008.

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

Department:

Public Works
Attachment A - Information Sheet
Attachment B - Traffic Calming Process
Attachment C - Program Locations
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

12.10 24-0014 ADOPT RESOLUTION TO AUTHORIZE THE LED STREET LIGHTS CONVERSION, PHASE 6 PROJECT

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Recommended Action:

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

1. Approve the Notice of Exemption No. NOE61-23 under the California Environmental Quality Act for the LED Street Lights Conversion, Phase 6, Project No. WD23017.

2. Approve the plans and specifications for the LED Street Lights Conversion, Phase 6, Project No. WD23017.

3. Transfer funds in the amount of $20,675.03 from the LED Street Lights Conversion, Phase 5, Project No. WT22017, to the LED Street Lights Conversion, Phase 6, Project No. WD23017.

4. Transfer funds in the amount of $17,847.26 from the Residential Street Light LED Replacement, Project No. WT22005, to the LED Street Lights Conversion, Phase 6, Project No. WD23017.

5. Award a Construction Contract in the amount of $507,500 to Bear Electrical Solutions, Inc. of Alviso, CA, for the LED Street Lights Conversion, Phase 6, Project No. WD23017.

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

Department:

Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 24-0021

RESOLUTION APPROVING A DISPOSITION AND DEVELOPMENT

AGREEMENT WITH RBH STOCKTON OZ PROJECT, LLC FOR THE

SOUTH POINTE PROJECT

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Recommended Action:

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

1. Approving a Disposition and Development Agreement between the City of Stockton and RBH Stockton OZ Project, LLC for the South Pointe Project;

2. Authorizing the City Manager, or designee, to execute the Disposition and Development Agreement with RBH Stockton OZ Project, LLC;

3. Authorizing the filing of Notice of Exemption No. 01-24 under the California Environmental Quality Act (CEQA) for the disposition of real property for parcels which make up the South Pointe properties;

4. Authorizing the disposition of four City-owned parcels which make up the South Pointe properties, in accordance with the Disposition and Development Agreement;

5. Authorizing budgeting, and receiving of revenue associated with disposition of four City-owned parcels which make up the South Pointe properties; and

6. Authorizing the City Manager, or designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution.

Department:

Economic Development
Attachment A - South Pointe vicinity map
Attachment B - South Pointe aerial map
Attachment C - Conceptual Rendering
Attachment D - Resolution 2020-12-15-1403
Attachment E - Resolution 2021-05-11-1204
Attachment F - Resolution 2022-03-22-1210
Proposed Resolution - South Pointe DDA
Exhibit 1 - South Pointe DDA
Exhibit 2 - NOE01-24 Response - South Pointe
PPT - 15.1 - South Pointe Project
Attachments:

15.2 23-1050 ADOPT RESOLUTION TO AUTHORIZE THE MCKINLEY PARK

RENOVATION PROJECT

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Recommended Action:

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

1. Appropriate funds in the amount of $750,000 from the Transformative Climate Communities Program to the McKinley Park Renovation, Project No. WR21017.

2. Transfer funds in the amount of $200,000 from the Touchless Restroom, Project No. WP22016, to the McKinley Park Renovation, Project No. WR21017.

3. Approve an Agreement between the City of Stockton and the San Joaquin County Office of Education dba Greater Valley Conservation Corps in the amount of $280,429 for the McKinley Park Renovation, Project No. WR21017.

4. Award a Professional Services Contract in the amount of $754,370 to Salaber Associates, Inc. of Rancho Cordova, CA, for construction management services for the McKinley Park Renovation, Project No.

WR21017.

5. Approve findings pursuant to Stockton Municipal Code section

3.68.070 in support of an exception to the competitive bidding process.

6. Approve and establish the Pre-Qualified Bidders List for the McKinley Park Renovation, Project No. WR21017.

7. Approve the plans and specifications for the McKinley Park Renovation, Project No. WR21017.

8. Award a Construction Contract in the amount of $11,394,400 to John F. Otto, Inc. dba Otto Construction of Sacramento, CA, for the McKinley Park Renovation, Project No. WR21017.

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

Department:

Public Works
Attachment A - Vicinity Map
Attachment B - Pre-Qualified Bidders List
Proposed Resolution
Exhibit 1 - Agreement with SJCOE
Exhibit 2 - Professional Services Contract
Exhibit 3 - Construction Contract
PPT - 15.2 - McKinley Park Renovation
Attachments:

15.3 24-0069 ADOPT A RESOLUTION TO TRANSITION THE MANAGEMENT AND

OPERATIONS OF AQUATIC PROGRAMMING AT CITY POOLS TO

THE COMMUNITY SERVICES DEPARTMENT, APPROVE SIX PART

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TIME, UNREPRESENTED, AND UNCLASSIFIED POSITIONS, AND
AMEND THE FISCAL YEAR 2023-2024 ANNUAL BUDGET
Recommended Action:

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

1. Approve transitioning the management and operations of aquatic programming of Brooking Park, Holiday Park, McKinley Park, Oak Park, Sousa Park, and Victory Park Pools to the Community Services Department.

2. Approve six part-time, unrepresented, and unclassified positions in the Community Services Department, Pool Manager, Assistant Pool Manager, Lifeguard, Senior Lifeguard, Aquatics Instructor, and Aquatics Assistant, and assign salary ranges for those positions.

3. Amend the Fiscal Year 2023-24 Annual Budget to appropriate $87,000 from Measure M fund balance to Recreation - Aquatics Division accounts for the operation of Brooking Park, Holiday Park, and Oak Park pools through June 30, 2024.

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

Department:

Community Services
Proposed Resolution
Exhibit 1 - Part Time Aquatics Series Job Specs and Salary Ranges PPT - 15.3 - Aquatics Operations and Programming
Attachments:

16. HEARINGS**

16.1 23-1167 REQUEST FOR A GENERAL PLAN AMENDMENT AND REZONE TO

ALLOW THE ESTABLISHMENT OF A CONVENIENCE STORE AT
9036 THORNTON ROAD (P23-0083) (APN 072-410-43)
Recommended Action: RECOMMENDATION
It is recommended that City Council:

1. Adopts a Resolution approving a General Plan Land Use Map Amendment to change approximately 1.48-acres of APN 072-410-43 from Administrative Professional to Commercial and the remaining .62-acres from Administrative Professional to Medium Density Residential; and

2. Adopts an Ordinance approving a Zoning Map Amendment to change approximately 1.48-acres of APN 072-410-43 from Commercial, Office (CO) to Commercial, General (CG) and the remaining .62-acres from Commercial, Office (CO) to Residential, Medium Density (RM); based on the findings and subject to the conditions in the proposed resolution.

Department:

Community Development

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Attachment A - Aerial, General Plan & Zoning Maps
Attachment B - Site Plan, Floor Plan and Elevations
Attachment C - Planning Commission Resolutions
Proposed Resolution - General Plan Amendment
Exhibit 1 - Proposed General Plan Map
Ordinance - Rezone
Exhibit 1 - Proposed Rezone Map
Proposed Resolution - City Initiated GPA
Exhibit 1 - Approved Resolution 2023-05-23-1602
PPT - 16.1 - 9036 Thorton Road
Attachments:

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on February 2, 2024, in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________

Deputy

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PUBLIC COMMENTS
*Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. Each speaker is limited to two minutes. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.
**Speakers should hold comments on items listed as a Hearing until the Hearing is opened.

The City of Stockton invites public comments in multiple forms. You provide your comments by using one of these methods:

1. Email - you may email your comments to [email protected]

2. Voicemail - you can leave a voice message by dialing (209) 937-8459.

3. In-Person Comments - a) Speakers must submit "request to speak cards" to the Clerk prior to the Public Comment portion of the agenda. No speaker cards will be accepted after the close of Public Comment. Please redirect any inquiries to [email protected]. b) Address only issues over which the meeting body has jurisdiction. c) Each speaker will be limited to one 2-minute comment opportunity. Donating time is not authorized. d) Your time will be displayed on the speaker podium for convenience. *All written and voicemail public comments received by the Clerk's Office 90 minutes prior to the meeting start time will be forwarded to the meeting body members as correspondence and attached the minutes. All comments received after that time will be forwarded as correspondence the following business day. ***Additions to the Agenda - Government Code Section 54954.2(b)(2), allows members of the City Council present at the meeting to take immediate action, with either a two-thirds or unanimous vote, to place an item on the agenda that action must be taken and that the item came to the attention of the City subsequent to the agenda being posted.

All proceedings before this meeting body are conducted in English. The City of Stockton does not furnish language interpreters and, if one is needed, it shall be the responsibility of the person needing one.

In accordance with the Americans With Disabilities Act and California Law, it is the policy of the City of Stockton to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are a person with a disability and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the Office of the City Clerk located at 425 North El Dorado Street, Stockton, California 95202 during normal business hours or by calling (209) 937-8458, at least 5 days in advance of the hearing/meeting. Advance notification within this guideline will enable the City/Agency to make reasonable arrangements to ensure accessibility.

Materials related to an item on this agenda submitted to City Council after distribution of the agenda packet are available for public inspection in the City Clerk's Office at 425 North El Dorado Street, Stockton, California 95202, during normal business hours. Such documents are also available on the City's website at www.stocktongov.com subject to staff's ability to post the documents before the meeting.

CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in

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written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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Legislation Text
File #: 24-0106, Version: 1

FIRE DEPARTMENT MEDAL OF VALOR AND UNIT CITATION AWARDS PRESENTATION City of Stockton Printed on 2/2/2024Page 1 of 1
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15 City of Stockton
Legislation Text
File #: 24-0118, Version: 1
APPROVE BY RESOLUTION AN UPDATE TO THE FY 2023-24 INTERNAL AUDIT PLAN

RECOMMENDATION
It is recommended that the City Council approve by resolution:

1. An update to the Fiscal Year (FY)2023-24 Internal Audit Plan with Moss Adams; and,

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

Summary
During the January 29, 2024 Council Audit Committee Meeting, the Committee approved recommending the addition of two new projects to the FY2023-24 Internal Audit Plan. Funds are available in the Non-Departmental Special Services account, and can be transferred to the Auditor’s account, if approved.

DISCUSSION
Background
In July of 2023, with motion 2023-07-11-1201, the City Council approved the FY2023-24 Internal Audit Plan with the City’s Chartered Internal Auditor, Moss Adams, as recommended by the Council Audit Committee. As the year has progressed, and projects have been completed or postponed, the Audit Committee has recommended adding two additional projects to this year’s plan.

Present Situation
With motion 2024-01-29-0303, the Council Audit Committee approved the recommendation to add two new projects to the FY2023-24 Internal Audit Plan with the City’s Internal Auditor. The City Attorney’s Office has requested a best practice review of Public Records Act (PRA) policies and processes, while the Administrative Services Department has requested support with preparing guidelines and development support related to Measure A.

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16 File #: 24-0118, Version: 1
A memo outlining the proposed projects and associated expenses has been included as Exhibit 1 to the Resolution.

FINANCIAL SUMMARY
These projects will add $15,000 for the Public Records Act review and $30,000 for Measure A support to the City’s audit plan for FY2023-24, for a total of $45,000 in additional efforts.

If adopted, the proposed resolution will authorize a budget amendment transferring $15,000 from the City’s Non-Departmental Special Services Account to the City Auditor’s Special Services Account.

The budget amendment would also appropriate an additional $30,000 from General Fund Balance, to be offset by Measure A sales and use tax receipts.

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17 Resolution No.

STOCKTON CITY COUNCIL

A RESOLUTION OF THE CITY OF STOCKTON AUTHORIZING THE ADDITION OF TWO PROJECTS TO THE FISCAL YEAR 2023 -24 INTERNAL AUDIT PLAN AND

APPROPRIATE THE NECESSARY FUNDS TO SUPPORT THE PROJECTS

In July of 2023, by motion 2023-07-11-1201, the Stockton City Council approved the Fiscal Year (FY) 2023-24 Internal Audit Plan, administered by the City’s Internal Auditor, Moss Adams; and

As the FY has progressed, projects have been completed, and new topics have been discussed, the Council Audit Committee has recommended two additional projects for the FY 2023-24 plan; and

With motion 2024 -01-29-0303, the Council Audit Committee approved a recommendation to add the following to the FY 2023-24 Audit Plan:

1. A best practice review of Public Records Act (PRA) policies and processes, with an estimated project budget of $15,000; and,

2. Measure A Expenditure Plan, providing support to Administrative Services in preparing best practice guidelines and program development support, with an estimated project budget of $30,000.

A memo outlining the proposed projects and associated expenses is attached as Exhibit 1; now, therefore,

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

1. An update to the FY 2023-24 Internal Audit Plan be approved; and,

2. An Amendment to the FY 2023 -24 Annual Budget authorizing a $45,000 budget increase in the City Auditors’ Internal Audit Services Special Services account, transferring $15,000 from the Non -Departmental special services account and appropriating $30,000 from General Fund balance to be offset by Measure A sales and use tax receipts.
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18 3. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED February 6, 2024____.

KEVIN J. LICOLN III
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
19 January 29, 2024
To: Stockton City Council
From: Moss Adams LLP
Subject: FY 23-24 Internal Audit Program Additions
_____
City management requested Internal Audit to add two projects to the FY 23-24 work plan for Audit Committee consideration. These engagements were approved by the Audit Committee at the January 29, 2024 meeting. Details are below.

PRA
Process: Requested by the City Attorney’s Office to provide the Audit Committee with a scope of work for consideration related to the City’s Public Records Act (PRA) process and policy. What records are deemed public and how the City responds to PRA requests are largely governed by state law.
a. Scope: Identify 5-10 California cities; gather information, polices and procedures, and process documentation from each city; collect best practice information from relevant industry sources; provide a comparison of City practices to peer and best practice. b. Budget: $15,000
c. Timeline: 2-4 weeks, depending on response from other cities Measur
e A Expenditure Plan: Requested by the Administrative Services Department to provide the Audit Committee with a scope of work related to Measure A expenditure guidelines and plan development support.
a. Scope: Identify 5-10 California cities; gather information and provide peer benchmarking and best practice recommendations for general tax measure expenditure guidelines to support the City’s development of a plan for Measure A funds. Facilitate at least two work sessions with City staff to support compilation of plan elements and prioritization criteria.

Review draft plan/guidelines and plan and provide recommendations at the request of staff.
b. Budget: $30,000
c. Timeline: 8-12 weeks, plus ongoing support if needed, with target delivery in May to support the City’s budget process.

EXHIBIT 1
20 City of Stockton
Legislation Text
File #: 24-0138, Version: 1

MAYORAL APPOINTMENTS TO COUNCIL COMMITTEES AND COMMITTEE

STRUCTURE/FUNCTION ROSTER

RECOMMENDATION
It is recommended that the City Council approve a resolution amending the Mayoral Appointments to Council Committees and Committee Structure/Function roster effective immediately.

Summary
Charter Article XI, Section 1102 states that the Mayor has the power and duty to appoint members to advisory boards and commissions. The Charter requires that such appointments be made with the advice and consent of the City Council.

It is deemed appropriate to change some committee assignments, as well as include newly elected Councilmembers to the various committees.

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21 Resolution No.

STOCKTON CITY COUNCIL
==================================================================

RESOLUTION APPROVING A MAYORAL APPOINTMENTS TO COUNCIL

COMMITTEES AND COMMITTEE STRUCTURE/FUNCTION ROSTER

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

1. The Mayoral Appointments to Council Committees and Committee Structure/Function Roster are hereby approved as set forth on Exhibit 1 attached hereto and incorporated by this reference.

PASSED, APPROVED and ADOPTED February 6, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

ELIZA R. GARZA, CMC
City Clerk City of Stockton
22 Council Appointments
Committee Position Appointee
Ad Hoc Committee on Homelessness Chair Michele Padilla
Vice-Chair Kimberly Warmsley
Member Michael Blower
Alternate Brando Villapudua
Audit Chair Susan Lenz
Vice-Chair Dan Wright
Member Michael Blower
Alternate Michele Padilla
Budget Chair Kevin Lincoln
Vice-Chair Kimberly Warmsley
Member Michael Blower
Alternate Susan Lenz
Community Improvement and Crime Prevention Chair Kimberly Warmsley Vice-Chair Brando Villapudua
Member Susan Lenz
Alternate Dan Wright
Charter Review Ad Hoc Chair Kevin Lincoln
Vice-Chair Dan Wright
Member Michele Padilla
Alternate Kimberly Warmsley
Legislation/Environmental Chair Michael Blower
Vice-Chair Kimberly Warmsley
Member Susan Lenz
Alternate Michele Padilla
Water Chair Dan Wright
Vice-Chair Kimberly Warmsley
Member Brando Villapudua
Alternate Susan Lenz
EXHIBIT 1
23 California State University Stockton Center Site Authority Member Kevin Lincoln Member Susan Lenz
Member Dan Wright
Alternate Member Kimberly Warmsley
City-County Coordinating Committee Member Kevin Lincoln Member Kimberly Warmsley
City-County Port Liaison Member Michael Blower
City-County Transit District Liaison Member Michele Padilla Member Dan Wright
City of Stockton and Lincoln Unified School District 2x2 Joint Committee Member Susan Lenz Member Michael Blower
City of Stockton and Lodi Unified School District 2x2 Joint Committee Member Michele Padilla Member Dan Wright
City of Stockton and Manteca Unified School District 2x2 Joint Committee Member Kimberly Warmsley Member Brando Villapudua
City of Stockton and Port of Stockton 3x3 Joint Committee Member Kevin Lincoln Member Michael Blower
Member Kimberly Warmsley
City of Stockton and Stockton Unified School District 3x3 Joint Committee Member Kimberly Warmsley Member Brando Villapudua
Member Dan Wright
EXHIBIT 1
24 City Selection Committee Member Kevin Lincoln
Alternate Susan Lenz

AVA Community Energy Authority Member Dan Wright

League of CA Cities Central Valley Division Executive Committee Member Michael Blower Alternate Member Kimberly Warmsley

League of CA Cities Legislative Liaison Member Dan Wright - State Senator Eggman Member Michael Blower - Carlos Villapudua

Northeastern San Joaquin County Groundwater Banking Authority Member Dan Wright Alternate Member Michael Blower
2nd Alternate MUD Director or Designee

San Joaquin Area Flood Control Agency (SJAFCA) Chair Dan Wright Member Kimberly Warmsley
Alternate Member Michael Blower

San Joaquin Council of Governments Board (SJCOG) Member Kevin Lincoln Member Kimberly Warmsley
Member Micheal Blower
Alternate Member Dan Wright

San Joaquin County Advisory Water Commission Member Dan Wright Alternate Member Kimberly Warmsley

San Joaquin Area Flood Control and Water Conservation District Member Kimberly Warmsley Member Michael Blower
Member MUD Director or Designee

San Joaquin Partnership Board of Directors Member Kevin Lincoln

Stockton Convention and Visitors Bureau (SCVB) Ex Officio Member Michael Blower

Stockton Parks & Recreation Commission Member Michelle Padilla

EXHIBIT 1
25 Tri-Valley - San Joaquin Valley Regional Rail Authority Member Dan Wright Local Area Formation Commission (LAFCO) Member Kevin Lincoln EXHIBIT 1
26 City of Stockton
Legislation Text
File #: 24-0112, Version: 1

APPROVAL OF CITY COUNCIL MINUTES

RECOMMENDATION
Approve the minutes from the City Council meetings of November 7, 2023 and November 14, 2023 Attachment A - 2023-11-07 Minutes
Attachment B - 2023-11-14 Minutes
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27 Attachment A
28 Attachment A
29 Attachment A
30 Attachment A
31 Attachment A
32 Attachment A
33 Attachment A
34 Attachment A
35 Attachment B
36 Attachment B
37 Attachment B
38 Attachment B
39 Attachment B
40 Attachment B
41 Attachment B
42 Attachment B
43 City of Stockton
Legislation Text
File #: 23-1202, Version: 1

ADOPT A RESOLUTION APPROVING A FINAL MAP AND SUBDIVISION AGREEMENT FOR THE WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A (TRACT NO. 3574) PROJECT

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

1. Approve the final map for Westlake Villages, Unit No. 7 - Village A, Tract No. 3574;

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Summary
The proposed resolution approves the final map and authorizes the City Manager to execute the Subdivision Agreement with KLLB AIV LLC, accept all offers of dedication, and recordation of the map for Westlake Villages Unit No. 7 - Village A, Tract No. 3574. The subdivision contains 15.02 acres divided into 69 lots for the construction of single-family residential homes, two non-residential lots and right-of-way dedication.

Review and approval of the Final Map and Subdivision Agreement are necessary to ensure the conditions of the Development Agreement and Tentative Map have been fulfilled. If the Final Map is approved by the City Council, the City will transmit the map and Subdivision Agreement to the County Recorder for recordation.

It is recommended that City Council adopt the proposed resolution as KLLB AIV LLC has fulfilled all necessary conditions.

DISCUSSION
Background
On September 14, 2004, the City Council approved development applications for Spanos Family Partnership for an approximate 681-acre project site located south of Eight Mile Road, west of Spanos Park West and Interstate 5, north of Pixley and Disappointment Sloughs, and east of Bishop Cut bridge and Rio Blanco Road (Attachment A - Vicinity Map). Council approvals included an Environmental Impact Report, General Plan Amendment, Development Agreement, Pre-zoning City of Stockton Printed on 2/2/2024Page 1 of 3
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44 File #: 23-1202, Version: 1
for mixed-use, Annexation application, and a Master Development Plan to facilitate a residential community consisting of 2,630 single-family residential homes, commercial space, school, parks, and fire station within a setting of man-made lakes.

On October 14, 2004, the City Planning Commission approved two Tentative Maps (TM 18-04 A & B) for a proposed property subdivision of the Westlake Villages Project site. Tentative Map 18-04A showed how the proposed site would be divided up into smaller parcels creating the 2,630 residential lots (792 of which were intended for an active adult community) and lots for the fire station, parks, school, landscaping, lake, and various accessory lots. Tentative Map 18-04B proposed how the site would be divided up into 30 large lots to provide the developer an opportunity to sell off larger blocks of developable land while site development is underway. The tentative maps were approved subject to specified conditions to be met upon subdivision of the project site.

In 2018, the City Council approved the formation of Community Facilities District (CFD) No. 2018-2 for Westlake Villages II to levy Special Taxes within the CFD to finance the construction of capital infrastructure and ongoing services related to police, fire, parks, roads, and open space.

To date, the City Council has approved fourteen (14) final maps, creating 1,413 residential parcels, eight (8) private parks, private access roads, and public rights-of-way and easements.

Present Situation
KLLB AIV LLC submitted a final map for Unit No. 7 - Village A to complete the subdivision process for the earlier approved Tentative Map. The final map will subdivide an approximate 15.02-acre project site into 69 residential lots, two non-residential lots (A and B) for landscaping and utility easement and street right-of-way dedication. The residential lot sizes, ranging in size from 5,073 to 21,413 square feet, will be provided access through the project site via public streets.

Staff reviewed the Final Map and Subdivision applications and determined that all conditions necessary for approval have been met. This includes preparing improvement plans for all proposed public streets and utilities to be constructed within the subdivision, dedicating right-of-way easements, paying proportionate share fees towards off-site improvement costs, and posting security bonds to guarantee subdivision improvements.

The City Engineer reviewed the Final Map for technical accuracy and substantial conformance with approved tentative maps and recommends forwarding the Final Map, subdivision agreement, and any offers of dedication to the City Council for consideration and approval.

The subdivision agreement (Exhibit 1 to the proposed resolution) contains the developer’s obligations for project site development. The proposed resolution authorizes the City Manager to execute the subdivision agreement, accept on behalf of the public all offers of dedication and authorize the recordation of the final map (Exhibit 2 to the proposed resolution).

FINANCIAL SUMMARY
The costs of creating the subdivision agreement, including plan checking, inspection, map filing, and computer mapping services provided by City staff have been paid by the subdivider in the City of Stockton Printed on 2/2/2024Page 2 of 3
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45 File #: 23-1202, Version: 1
amount of $192,475.62 and deposited in various development fee accounts in the Development Services Fund and Street Sign Public Facility Fee Fund. These fees are described in detail in Exhibit A of the Subdivision Agreement. All other fees will be assessed at the time the building permits are issued.

Westlake Villages, Unit No. 7 - Village A will be incorporated into CFD No. 2018-2, which provides funding for the necessary subdivision infrastructure improvements and ongoing City services to support project development. The new fire station proposed within the Westlake Villages Development would be constructed in a future development phase when needed to address the residential demand. There is no financial impact to the City because of the execution of the subdivision agreement. The costs to construct the required infrastructure improvements and develop the subdivision are borne by the developer and addressed with the formation of the community facilities district.

Attachment A - Vicinity Map
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46 REV. DATE
CK. BY DRAWING NO.

CITY ENGINEER

APPROVED BY
SCALE
BYAPRVD.NO.

DWG. BY

DEPARTMENT OF PUBLIC WORKS

CITY OF STOCKTON DATE
Westlake Villages #7
(Village A) Vicinity Map
N

ATTACHMENT A
N
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING A FINAL MAP AND SUBDIVISION AGREEMENT,

ACCEPTING ON BEHALF OF THE PUBLIC ALL OFFERS OF DEDICATION, AND

AUTHORIZING RECORDATION OF THE FINAL MAP FOR WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A (TRACT NO. 3574)

Westlake Villages, Unit No. 7 – Village A (Tract No. 3574), is located south of Eight Mile Road and west of Interstate 5; and

The project will subdivide an approximately 15.02 -acre project site into 69 lots for the construction of single-family homes, two non-residential lots, and right-of-way dedication; and

The subdivider is KLLB AIV LLC, a Delaware Limited Liability Company (Subdivider); and

The Subdivider has submitted the Westlake Villages, Unit No. 7 – Village A (Tract No. 3574), Final Map for approval; and

Staff reviewed the Final Map and Subdivision applications and determined that all conditions necessary for approval have been met, which includes preparing improvement plans for all proposed public streets and utilities to be constructed within the subdivision unit, dedicating right of way easements, and posting security bonds to guarantee the subdivision improvements; and

The subdivision agreement contains the subdivider’s obligations for project site development; now, therefore,

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

1. The City Manager is hereby authorized to execute on behalf of the City of Stockton a Subdivision Agreement outlining conditions for the approval of Westlake Villages, Unit No. 7 – Village A (Tract No. 3574), a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The certain Final Map, consisting of six sheets, entitled Westlake Villages, Unit No. 7 – Village A (Tract No. 3574), filed with the City Clerk on February 6, 2024 , is hereby approved as and for the Final Map of that certain subdivision known as Westlake Villages, Unit No. 7 – Village A (Tract No. 3574), Stockton, which is attached as Exhibit 2 and incorporated by reference. 48 3. The City Council hereby accepts on behalf of the public all offers of dedication for the purposes designated and authorizes recordation of the map.

4. The approval and acceptance by the City on behalf of the public of Tract No. 3574, Subdivisions of San Joaquin County, Westlake Villages, Unit No. 7 – Village A, is subject to the owner or owners constructing all public improvements required by the Community Development Department and the payment of all fees required under Chapter 16, Division 4, of the Stockton Municipal Code, and subject to the owner or owners submitting to the City of Stockton the final map of the subdivision approved by the County Surveyor indicating conformance to the Subdivision Map Act of the State of California.

5. The City Clerk is hereby authorized and directed to sign and have recorded said subdivision map when same is submitted to the City, bearing said approval of the County Surveyor, and is approved by the City Engineer.

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

PASSED, APPROVED, and ADOPTED: February 6, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton

49 1
After Recording Return To:

City of Stockton
Community Development Department
Planning & Engineering Services Div.
425 North El Dorado Street
Stockton CA 95202

SUBDIVISION AGREEMENT
(FINAL MAP)
THIS SUBDIVISION AGREEMENT (“Agreem ent”) is made and entered into as of _________________________ by and between the CITY OF
STOCKTON, a municipal corporation
hereafter referred to as "CITY," and KLLB AIV LLC, A DELAWARE LIMITED LIABILITY COMPANY, hereinafter referred to as "SUBDIVIDER."
W I T N E S S E T H:

Subdivider
has presented to City for approval a final subdivision map (hereinafter called "MAP") entitled WESTLAKE VILLAGES, UNIT NO. 7 (VILLAGE A) -- TRACT NO. 3574 (TM 18-04 A&B) which Map has been checked and approved by the County Surveyor; and Said Map has been filed with the
City Engineer for presentation to the City Council of the City for its approval, which Map is hereby referred to and incorporated herein; and Subdivider has requested approval of said Map prior to the construction and completion of improvements, including all streets, highways or public ways and public utility facilities which are a part of, or appurtenant to, the subdivision (hereinafter called "subdivision") designated in the Map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements in, appurtenant to, or outside the limits of subdivision, which plans and specifications (5530C) dated 5/1/2023, prepared by VVH Consulting Engineers, and consisting of Sheets 1 through 46 are now on file in the Office of the City Engineer; and This agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Title 16, Division 6, of the Stockton Municipal Code.

NOW, THEREFORE, for and in consideration of these premises and the approval of said Map and of the acceptance of the dedications, or some thereof, therein offered, and in order to ensure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Map Act and said Municipal Code, the parties hereto agree as follows:

1. PERFORMANCE OF WORK
Subdivider shall construc
t or cause to be constructed, at Subdivider's own expense, in a good and worklike manner, under the direction and to the satisfaction of the City Engineer, all of the following work and improvements within the subdivision, to-wit:

Those certain improvements designated and shown on said Map as streets, curbs, gutters, sanitary sewers, storm sewers, water mains, EXHIBIT 1
50 2
street lights, sidewalks, and other on or off-site improvements in accordance with the plans and specifications on file in the office of City Engineer together with any changes required or ordered by said Engineer, which in the Engineer’s opinion, are necessary or required to complete the work.

2. WORK: PLACES AND GRADES TO BE FIXED BY ENGINEER
All of said work is to
be done to the satisfaction of the City Engineer, and to the grades as shown upon the approved plans and specifications on file in the Office of the City Engineer.

Subdivider warrants that construction will not adversely affect any portion of adjacent properties.

3. WORK: TIME FOR COMMENCEMENT AND PERFORMANCE
At least seventy-two (
72) hours prior to the commencement of any work hereunder, Subdivider shall notify City Engineer in writing of the date fixed by Subdivider for commencement thereof, so that City Engineer shall be able to provide services of inspection.

Subdivider will complete, or cause to be completed, within two (2) years of approval of said Map and construction plans by the City Council, all improvements in accordance with the plans and specifications on file as hereinbefore specified, including any changes required or ordered by the said Engineer.

The work shall be performed in a safe and good worklike manner, and enough workers to quickly and adequately perform the work in accordance with normal construction standards for similar jobs shall be employed and used. All work must comply with State of California, Division of Industrial Safety Construction Orders.

Except during an emergency, as determined by the City Engineer, all work shall be performed between the hours of 7:00 a.m. and 9:00 p.m.

Any contractor not performing as required by this agreement may, at the discretion of the City Engineer, be barred from doing any work within the City of Stockton on any subdivision or any public works project for a maximum period of two (2) years.

City may require Subdivider to furnish a licensed Soils Engineer to test and certify that all cuts, fills and trench backfill conform to the requirements of City and State codes.

4. TIME OF ESSENCE: EXTENSION
Time is of the essence of this agreement; provided that in the event good cause is shown, the City Council may extend the time for completion of the improvements hereunder. Any such e
xtension may be granted without notice to the Subdivider's surety, and extensions so granted shall not release or modify the surety's liability on the bond to secure the faithful performance of this agreement, or the payment for labor and materials.

5. REPAIRS AND REPLACEMENTS
Subdivider shall replace,
or have replaced, or repair or have repaired, as the case may be, all pipes and monuments shown on the map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair or have repaired, as the case may be, or pay the EXHIBIT 1
51 3
owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval of the City Engineer.

6. UTILITY DEPOSITS: STATEMENT

Subdivider shall make all deposits legally required by each public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision.

7. PERMITS: COMPLIANCE WITH LAW

Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of such improvements, give all necessary notices and pay all fees and taxes required by law.

8. SUPERINTENDENCE BY SUBDIVIDER

Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider.

9. INSPECTION BY CITY

Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City, to all parts of the work, and to the shops wherein the work is in preparation.

10. CONTRACT SECURITY

Concurrently with the execution hereof, Subdivider shall furnish:

A. A cash bond guaranteeing payment for placing
monuments in the amount of (16 Monuments) ................... $32,000.00

B. A surety bond, cash deposit or letter of credit
(50% of the public improvements cost) as security
for the faithful performance of this agreement in the
amount of ...................................................................... $1,118,154.00

C. A separate security bond, cash deposit or letter
of credit (50% of the public improvements cost) as
security for the payment of all persons performing
labor and furnishing materials in connection with
this agreement in the amount of .................................... $1,118,154.00

The surety on each of said bonds shall be a corporate surety company authorized to transact business in the State of California, and the form thereof shall be satisfactory to the City Attorney and the Administrative Services Officer. Release of securities shall be as follows:

EXHIBIT 1
52 4

A. Security given for faithful performance s hall be released after the City has finally accepted the work, and provided that security of at least ten (10) percent of the public improvements cost has been retained or security has been furnished to the City to guarantee and warrant the work for 1-year following the date of such acceptance of the work.

B. Security securing the payment to the contractor, the subcontractors of the contractor, and to persons furnishing labor, materials or equipment shall be released sixty (60) days after recording the Notice of Completion provided that the City has finally accepted the work and provided no claims or liens have been filed with the City. If claims of lien have been filed, an amount of security at least equal to the claims shall be retained pending the outcome of the claims.

C. The security guaranteeing that the completed work remains satisfactory during the required 1-year warranty period shall be released upon correction, by Subdivider, of any defects in the work existing at the end of the warranty period.

D. Monument security shall be released in accordance with the provisions of Section 66497 of the Government Code.

In the event that improvements do not conform to the plans and specifications or defects are not corrected within the time limit specified by the City, the City shall have the authority to order the necessary work done and to recover the cost of such work as well as any costs of enforcing such obligation, including attorney fees, from the Subdivider and the Subdivider's surety or the financial institution providing the Instrument of Credit.

11. INDEMNITY AND HOLD HARMLESS AGREEMENT

With the exception that this section shall in no event be construed to require indemnification by SUBDIVIDER to a greater extent than permitted under the public policy of the State of California, SUBDIVIDER shall, indemnify, protect, defend with counsel approved by CITY and at SUBDIVIDER’S sole cost and expense, and hold harmless City of Stockton and its officers, officials, employees and volunteers from and against any and all claims, causes of action, liabilities, judgments, awards, losses, liens, claims, stop notices, damages, expenses, and costs (including without limitation attorneys' fees, expert and subdivider fees, and other expenses of litigation) of every nature, including, but not limited to, death or injury to persons, or damage to property, which arise out of or are in any way connected with the work performed, materials furnished, or services provided under this Agreement, or from any violat ion of any federal, state, or municipal law or ordinance, or CITY Policy, by SUBDIVIDER or SUBDIVIDER’S officers, agents, employees, volunteers or subcontractors. SUBDIVIDER shall not be obligated to indemnify or defend CITY for claims finally determined by a court of law or arbitrator to arise from the active negligence or willful misconduct of the CITY. It is the intent of the Parties that this indemnity obligation is at least as broad as is permitted under California law. To the extent California Civil Code sections 2782, et seq., limit the defense or indemnity obligations of SUBDIVIDER to CITY, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by SUBDIVIDER under the law.

The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement.

With the exception that this section shall in no event be construed to require indemnification, including the duty to defend, by SUBDIVIDER to a greater extent than permitted under the public policy of the State of California, the parties agree that SUBDIVIDER’S duty to defend CITY is immediate and arises upon the filing of any claim against the CITY for damages which arise out of EXHIBIT 1
53 5
or are in any way connected with the work performed, materials furnished, or services provided under this Agreement by SUBDIVIDER or SUBDIVIDER’S officers, agents, employees, volunteers or subcontractors. SUBDIVIDER’S duties and obligations to defend the CITY shall apply regardless of whether or not the issue of the CITY’S liability, breach of this Agreement, or other obligation or fault has been determined. SUBDIVIDER shall be immediately obligated to pay for CITY’S defense costs of the claim, including, but not limited to, court costs, attorney’s fees and costs, expert subdivider and witness fees and costs, other witness fees, document reproduction costs, arbitration fees, and, if after final judgment an appeal is pursued, all of such costs for the appeal. At the conclusion of the claim, if there is any determination or finding of sole active negligence or willful misconduct on the part of the CITY, CITY will then reimburse SUBDIVIDER for amounts paid in excess of SUBDIVIDER’S proportionate share of responsibility for the damages within 30 days after SUBDIVIDER provides CITY with copies of all bills and expenses incurred in the defense of the claim(s). It is agreed between the parties that this reimbursement provision assures SUBDIVIDER is not obligated to defend or indemnify CITY in an amount greater than provided for under California law, including, without limitation, California Civil Code sections 2782, 2782.6, and 2782.8.

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

INSURANCE REQUIREMENTS

Subdivider shall comply with the insurance requirements set forth in Exhibit B.

Subdivider shall contractually require the selected contractor to carry the insurance required within Exhibit C.

12. TITLE TO IMPROVEMENTS

Title to, and ownership of, all improvements constructed hereunder by Subdivider shall vest absolutely in City, upon completion and acceptance of such improvements by City, except as otherwise may be provided in this agreement. Prior to final acceptance by the City, the Subdivider shall submit to the City Engineer accurately revised "as built" plans showing all the sanitary, storm and water lateral locations, monuments with tie notes and unit prices and quantities of the underground sewer, storm drainage, water, street lighting and street facilities installed as part of this subdivision unit.

13. REPAIR OR RECONSTRUCTION OF DEFECTIVE WORK

If, within a period of one (1) year after final acceptance of the work performed under this agreement, any structure or part of any structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the requirements of this agreement or the specifications referred to herein, Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any EXHIBIT 1
54 6
defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act within thirty (30) days after written notice or in case of emergency, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus twenty-five (25) percent as administrative costs. In accordance with Section 16.72.070 of the Stockton Municipal Code, the subdivider shall deposit $22,363.00 with the City to correct deficiencies and conditions caused by the Subdivider or contractor during or after the construction of this subdivision.

14. SUBDIVIDER NOT AGENT OF CITY

Subdivider or any of Subdivider's agents or contractors are not or shall not be considered agents of City in connection with the performance of Subdivider's obligations under this agreement.

15. COST OF ENGINEERING AND INSPECTION

Prior to commencement of construction, the Subdivider shall pay to the City of Stockton the cost for the checking of engineering plans, inspection of the work, and the checking and testing of the materials at the appropriate existing rate. The cost of such improvements is based on an approved estimate, or on the construction contract, if awarded prior to filing of the map with the City Council.

Plan Checking Fee = $55,386.66
Inspection Fee = $78,817.78

No work shall be performed without inspection by the City. Any work performed without an inspection will not be accepted by the City.

All work, which requires inspection, shall be performed during the City's normal working hours and work days. If any work is performed before 8:00 a.m., after 5:00 p.m., or on a City holiday, or on a weekend, there must be a request in writing twenty-four (24) hours in advance for an inspector during those hours, and there must be paid to the City double the Inspector's hourly cost to the City. This payment is not included in the 3.5 percent (3.5%) engineering and inspection fee.

If an inspector is not available to work during such hours, as requested, no work shall be performed during those hours.

16. FILING FEES

Concurrently with execution hereof, Subdivider shall pay a computer mapping fee of $385.75 ($155 + $3.25/lot), a map filing fee of $3,685.00 and, present one check for recording the Map and the agreement, payable to the San Joaquin County Recorder in the amount of $110.00 and $191.00, respectively. City will forward the checks with the Map for recording.

17. NOTICE OF BREACH AND DEFAULT

If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider insolvency, or if Subdivider, or any of Subdivider's contractors, subcontractors, agents, or employees should violate any of the provisions EXHIBIT 1
55 7
of this agreement, City Engineer or City Council may serve written notice upon Subdivider and Subdivider's surety of breach of this agreement or of any portion thereof and default of Subdivider.

18. BREACH OF AGREEMENT: PERFORMANCE BY SURETY OR CITY

In the event of any such notice, Subdivider's surety shall have the duty to take over and complete the work and the improvements herein specified; provided, however, that if the surety, within ten (10) days after the serving upon it of such notice of breach does not give City written notice of its intention to take over the performance of the contract, and does not commence performance thereof within ten (10) days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's surety shall be liable to City for the cost and damages occasioned City thereby; and, in such event, City without liability for so doing may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Subdivider as may be on the site of the work and necessary therefor. The City reserves to itself all remedies available to it at law or in equity for breach of Subdivider's obligations under this Agreement. The right of City to draw upon or utilize the security is additional to and not in lieu of any other remedy available to City. In the event that Subdivider fails to perform any obligations hereunder, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorney fees.

19. NOTICES

All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid.

Notices required to be given to City shall be addressed as follows:

CITY ENGINEER
22 E. WEBER AVENUE
STOCKTON CA 95202

Notices required to be given to Subdivider shall be addressed as follows:

KLLB AIV LLC, A DELAWARE LIMITED LIABILITY COMPANY
6900 E. CAMELBACK ROAD, SUITE 1090
SCOTTSDALE AZ 85251

Notices required to be given to surety of Subdivider shall be addressed as follows:

LIBERTY MUTUAL INSURANCE COMPANY
175 BERKELEY STREET
BOSTON MA 02116

Provided that any party or the surety may change such address by notice in writing to the other party and, thereafter, notices shall be addressed and transmitted to the new address.

EXHIBIT 1
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20. FIRE PROTECTION

No building permits will be issued in this subdivision until the water system has been completed and tested and all access streets installed and made serviceable. This provision may be modified or waived if an alternate method of providing fire protection is provided and approved by the Stockton Fire Department.

21. STREET TREE SECURITY

The Subdivider shall provide a faithful performance bond, cash deposit, or letter of credit for 125% of the street tree fee based on $195 per tree.

Street Tree Security: 93 trees @ $195 ea. X 125% = $22,668.75

22. STREET NAME SIGN FEE

The Subdivider shall pay a street name sign fee based on $286.25 per sign to be furnished and installed by the City.

Street Name Sign Fee: 10 signs @ $286.25 ea. = $2,862.50

23. SUMMARY OF FEES

The fees mentioned in this Agreement are summarized in Exhibit A attached hereto and incorporated herein by reference. However, some fees such as the Public Facilities Fee and Parkland Fee, which are collected at the building permit stage, are not included in this summary.

24. BINDING UPON SUCCESSORS

This agreement shall be binding upon and inure to the benefit of, and be enforceable by and against, the heirs, successors, and assigns of the parties hereto, subject to the terms hereof.

25. ASSIGNMENT

Subdivider shall have the right to assign (by sale, transfer, or otherwise) directly or indirectly, all or part of it s rights, duties and obligations under this agreement as to any portion or all of the Property upon a specific written request and written consent by the City Manager which shall not be unreasonably withheld, delayed or conditioned. Except that Subdivider may, without the c onsent of the City, assign th is Agreement to a controlled subsidiary of Subdivider or a purchaser of all or substantially all of Subdivider’s interest in the real property which is the subject of the Map, provided the assigning party causes the assignee to assume in writing all obligations of the assignor under this Agreement. Notice of an assignment to a controlled subsidiary of Subdivider or a purchaser of all or substantially all of Subdivider’s interest shall be given to the City in writing within 30 days of such change. Upon any such assignments, Subdivider shall be released from its obligations under this Agreemen t and shall receive the immediat e return of all security deposits, including, but not limited to bonds, letters of credit, security instruments or any other financial commitments upon the replacement of same by the assignee. The rights and obligations of this Agreement shall bind and benefit any su ccessors or assigns of the parties.

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26. SPECIAL PROVISIONS

Except as provided in Exhibit D, the tentative map conditions in TM18-04 A&B as shown in Exhibit D (attached) shall apply to this Agreement.

ATTEST: CITY OF STOCKTON:

ELIZA R. GARZA, CMC HARRY BLACK

CITY CLERK CITY MANAGER

By By__________________________

APPROVED AS TO FORM: KLLB AIV LLC

OFFICE OF THE CITY ATTORNEY _____________________________ (PRINT NAME)

BY_________________________ BY___________________________

CITY ATTORNEY (SIGNATURE)
___________________________
(TITLE)
___________________________

APPROVED BY CITY COUNCIL RESOLUTION NO. _______________________________, ON , 20 .

EXHIBIT 1
58 ACKNOWLEDGMENT
State of California
County of _____________________________)
On _________________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ______________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
(NOTARY FOR SUBDIVIDER)
10 EXHIBIT 1
59 ACKNOWLEDGMENT
State of California
County of _____________________________)
On _________________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ______________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

EXHIBIT A

SUMMARY OF FEES AND BONDS
STREET NAME SIGN FEE .............................................................. $2,862.50
PLAN CHECK FEE ........................................................................ $55,386.66 INSPECTION FEE ......................................................................... $78,817.78 MATERIAL TESTING FEE….. ......................................................... $9,965.77 FILING FEE ...................................................................................... $3,526.00 TECH FEE ..................................................................................... $10,370.64 CRS FEE .......................................................................................... $8,296.52 CASH DEPOSIT ............................................................................ $22,363.00 COMPUTER MAPPING FEE .............................................................. $385.75 MUD IMAGING FEE……………….. .................................................... $501.00 ASSESSMENT DISTRICT SEGREGATION ........................................... $0.00 TOTAL ....... $192,475.62
RECORDING FEE (payable to San Joaquin County Recorder)
MAP (6 Sheets) ....................................................................... $110.00 AGREEMENT (35 Sheets)
...................................................... $191.00 TOTAL ............. $301.00
BONDS
MONUMENT BOND ........................................................... $32,000.00 PERFO
RMANCE BOND ............................................... $1,118,154.00 LABOR AND MATERIAL BOND ................................... $1,118,154.00 STREET TREE BOND…. ................................................... $22,668.75 TOTAL .... $2,290,976.75
EXHIBIT 1
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SUMMARY OF FEES AND BONDS (CONT.)

PROPORTIONATE SHARES
PARK AND RIDE FACILITIES (686-0000-237.60-64) .................................. $25,875.00

STREET MI
CROSURFACING (686-0000-237.67-40) .................................. $18,993.00 TOTAL $44,868.00
EXHIBIT 1
62 WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A

LEGAL DESCRIPTION
Lying in a portion of Sections 2 and 3, Township 2 North, Range 5 East, Mount Diablo Base and Meridian, in the County of San Joaquin, California, being more particularly described as follows:

All of Tract One as described in that certain Grant Deed recorded by Document NO. 2023- 028465, San Joaquin County Records, and being a portion of lots 11 and 12 of a map filed for record in Book 40 of Maps and Plats, at Page 57, San Joaquin County Records.

Containing a total of 15.02 acres, more or less.

Subject to covenants, conditions, restrictions, reservations, rights, rights-of-way, and easements of record, if any.
14 EXHIBIT 1
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Exhibit B:

Insurance Requirements for Subdivider

Subdivider 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 and the results of that work by the Subdivider, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office 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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Subdivider has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Surety Requirement as described below.

If the Subdivider 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 subdivider. 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:

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 Subdivider including materials, parts, or equipment furnished in connection with such work or operations. General liability EXHIBIT 1
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coverage can be provided in the form of an endorsement to the Subdivider’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 Subdivider’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 Subdivider’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 Subdivider’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Subdivider 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 Subdivider’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
Subdivider hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Subdivider may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Subdivider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

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Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Subdivider 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 Subdivider 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 Subdivider 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.

Verification of Coverage
Subdivider 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 Subdivider’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.

Surety Requirement
Contractor shall provide the following Surety Bonds:

1. Performance Bond

2. Payment Bond

3. Cash Deposit
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The Payment Bond and the Performance Bond shall be in a sum based on the engineer’s cost estimate. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Cash deposit of one (1) percent of the construction cost or a minimum of $5,000.00, whichever is greater.

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 St, 3
rd Floor – HR
Stockton, CA 95202

EXHIBIT 1
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Exhibit C:

Insurance Requirements for Construction Contracts

Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $3,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Surety Bonds as described below.

5. Professional Liability (if Design/Build), with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

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Self-Insured Retentions

Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.

The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Other Insurance Provisions

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

1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

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3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

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

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

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

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

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Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

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

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid Bond

2. Performance Bond

3. Payment Bond

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

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
EXHIBIT 1
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EXHIBIT D
Westlake Villages Tentative Map (TM18-04B) Conditions (2-23-2021)

1. Comply with all applicable Federal, Stat e, County and City codes, regulations, adopted standards, pay all applicable fees and Standard Specifications and Plans in effect at the time of submittal of the particular application under consideration.

2. Pursuant to Sections 15091 and 15093 of the State CEQA Guidelines, the project shall be subject to all applicable mitigation measures identified in the City-adopted “Findings of Fact and Mitigation Monitoring Program for the Westlake Village Project.”

3. (This condition is not applicable to Subdivider. See Note below.) The owners, developers and/or successors-in-interest (ODS) shall design, construct, own and operate a permanent dewatering and groundwater discharge system to mitigate the high groundwater levels on the project site. The ODS shall prepare Master Plans for the construction of a permanent dewatering system to mitigate the high groundwater levels on the project site. Said Master Plans shall be subject to the approval of the Municipal Utilities Director and the City Engineer. The ODS or an entity approved by the City, shall be responsible for establishing a funding mechanism for the design, permitting, construction, operation, maintenance and repair of the approved system, prior to the filing of the first small lot (TM18-04A) Final Map.

4. (This condition is not applicable to Subdivider. See Note below.) The ODS shall prepare and submit a master water, storm, and sanitary sewer plan for this project subject to approval by the Municipal Utilities Director and City Engineer prior to the approval of any improvement plans of sm all lot (TM18-04A) final map. These master utility plans must identify future extensions to adjacent property. No building permit for construction of homes shall be issued until the required infrastructure and utility systems have been constructed and approved by the Muni cipal Utilities Director and the City Engineer.

5. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) Comply with all the requirements of the agency having jurisdiction over Pixley Slough and Bishop Cut, regarding dedication of right-of-way, easement, fencing, etc.

6. Dedicate lots used for private streets as a public utility easement for the proposed public sanitary sewer and waterlines. All gated access shall be identified. Also, all private streets shall be identified and delineated as separate lots.

7. (This condition is not applicable to Subdivider. See Note below.) The ODS shall demonstrate to the satisfaction of the Public Works Director and Municipal Utilities Director, in conjunction with the storm drain master plan and prior to filing of the first small lot (TM18-04A) Final Map that receiving waters have capacity to handle storm water discharge from the project.

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8. All landscaping within medians and des ignated planting easements shall be approved by the City’s Landscape Architect and shall be maintained by a mandatory homeowners’ association. All landscapi ng within private ar eas or areas not accessible by the general public (e.g. PURDS) shall be approved by the Community Development Director and City’s Landscape Architect and shall be maintained by a mandatory homeowners’ association.

9. (This condition is not applicable to Subdivider. See Note below.) The ODS shall dedicate a 12-foot wide easement for a bicycle/pedestrian path along the north side of the Pixley Slough/Disappointment Slough within the project site. The ODS shall prepare and submit plans and construct a Class I bike path and ADA compliant access as required and approved by the City Engineer. Said plans shall be subject to the approval of Reclamation District 2042, City Engineer and the Public Works Director. The ODS shall complete said Cla ss I bike path construction prior to or upon final inspection of the 1000th building permit. The ODS, or an entity approved by the City, shall be responsible for t he operation, maintenance and repair of the approved Class I bike path and ADA compliant access.

10. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real property contained within the Map. See Note below.) Deed notifications shall be recorded against all properties adjoining the Pixley Slough/Disappointment Slough disclosing the potential for levee seepage and potential “standing groundwater’’ issues. Also, the ODS shall disclose to all future home buyers in this developm ent that there wil l be a paved Class I bicycle/pedestrian path on the crown of the Pixley Slough/Disappointment Slough levee.

11. (This condition is not applicable to Subdivider. See Note below.) The ODS shall, consistent with the Eight Mile R oad Specific Plan, dedicate the necessary right-of-way to provide a minimum half street section upon the recordation of the first final map and shall install all necessary frontage improvements, including but not limited to curb, gutter, sidewalk, pavement widening and street lighting. Said improvements shall be completed prior to taking any access to Eight Mile Road west of Regatta Drive or the issuance of the 1322nd production building permit, excluding model homes, for the project whichever occurs first.

12. (This condition is not applicable to Subdivider. See Note below.) The ODS shall conduct a queuing and traffic access analysis study to determine specific locations and distances for all proposed intersections and project accesses to public roadways.

13. (This condition is not applicable to Subdivider. See Note below.) The ODS shall, in conjunction with Lodi Unified School Distric t, cause to be prepared a technical memorandum, to be approved by the City, analyzing the parking, the drop- off/pick-up and the on-site circulation for the proposed school site to ensure that the school site, once developed, can adequately accommodate school traffic.

EXHIBIT 1
74 26

14. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real property contained within the Map. See Note below.) The ODS shall be responsible for 100% of the design and construction costs of on-site roadway and intersection improvements, roadway extensions and public utilities identified on the tentative map and/or included in the project EIR project description or as mitigation measures. Improvements include but are not limited to all sewer, water and storm drain lines, traffic signals, street lighting, street paving, curb, gutter, sidewalk and landscaping.

15. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The ODS shall dedicate access rights to the City of Stockton along the following streets, except at public street intersections:

Eight Mile Road, entire length
Street “1”, entire length
Street “2”, entire length
Street “3”, entire length
Scott Creek Drive, entire length

16. (This condition is not applicable to Subdivider. See Note below.) The ODS shall be responsible for design and construction costs and installation of off- site roadway and intersection improvements, including traffic signals, at the following locations as identified in the Existing Plus Approved Project (EPAP) plus Project section in the Environmental Impact Report (EIR1-04}:

Eight Mile Road/Trinity Parkway
Eight Mile Road/Thornton Road
Eight Mile Road/Interstate 5 Southbound Ramps
Eight Mile Road/Davis Road
Eight Mile Road/Lower Sacramento Road
Primary entrance/Eight Mile Road
Secondary entrance/Eight Mile Road
Mokelumne Circle/Scott Creek Drive (west intersection)

Improvements identified above that are included in the calculations for the current Public Facilities Fee (PFF) program may be eligible for reimbursement. The traffic signals shall be installed when warranted or at the discretion of the Public Works Director. The timing of the installation of all other improvem ents shall be at the discretion of the Public Works Director.

17. (This condition is not applicable to Subdivider. See Note below.)The ODS shall prepare a Project Study Report and Project Report, as required by Cal Trans, for the design and construction of the Eight Mile Road/Interstate 5 interchange to reduce the significance of the cumulative traffic with project impacts as identified in the Environmental Impact Report (EIR1-04) for this project. The ODS shall prepare an EXHIBIT 1
75 27
improvement/development phasing plan to determine the level of project development that can occur within established level of service. Said phasing plan shall be approved by the City Engineer and the identified improvements shall be constructed by the ODS consistent with the approved phasing. City shall reimburse the ODS for all costs of the design and construction of the improvements in excess of the ODS’ fair share, based on traf fic loadings, through an area of benefit or modification of the City’s public facility fee program or other funding mechanism to include reimbursement for additional surplus capacity constructed in the project that is/will be available for use by development outside the current (July, 2004} General Plan boundaries based on the request of the ODS.

18. The ODS shall pay their proportionate share or participate in any Public Facilities Fee Program or any funding mechanism enacted by the City to cover the costs for new Project Study Reports (PSRs) and new Project Reports (PRs) and necessary improvements described in the PSRs/PRs for the Interstate 5 mainline system, Eight Mile Road/Interstate 5 overcrossing-interchange, Otto Drive/Interstate 5 interchange, and Hammer Lane/Interstate 5 interchange to provide a level-of-service that conforms with State Urban Highway Standards.

19. (This condition is not applicable to Subdivider. See Note below.) The ODS shall prepare a design for the construction of the six-lane Pixley Slough bridge crossing connection of Street "2 " between the southern boundar y of the subdivision and Shima Tract (the Sanctuary Project development) to the south. The ODS shall also design and construct within the Project Area the extension of utilities to Shima Tract as approved by the Municipal Utilities Director. The ODS shall, consistent with the design, dedicate to the City all real property within the Project Area required for the right-of-way to and construction of the bridge and attendant Improvements. All associated bridge crossing Improvements, including but not limited to: curb, gutter, sidewalk, street lighting, pavement (six lanes), and underground utilities within the boundary of this tentative map shall be constructed. The ODS shall disclose to all future home buyers in this development that Street “2” will be extended with a bridge crossing over Pixley Slough to the Shima Tract to the south. The ODS shall install and maintain a future facilities sign at the Street “2”/Cosumnes Drive Intersection.

The size, text and location of the sign shall be approved by the City Engineer and Community Development Director. The determination of t he ODS proportionate share of the cost of design and construction of the bridge crossing shall be based on an ODS conducted traffic study following the City's adoption of a General Plan Amendment for urban uses incorporati ng Shima Tract. The ODS proportionate share shall be based on this development's share of the traffic using the bridge as it relates to the cumulative traffic using the bridge as determined by the traffic analysis associated with any adopted General Plan Amendment incorporating Shima Tract.

All of the above said requirements sha ll be performed to the satisfaction of the Public Works Director.

This condition shall only be in effect and enforceable by the City if on or before December 2, 2033 Shima Tract obtains fina l approval from the City for in tract improvement plans and has posted all per formance bonds required to secure the EXHIBIT 1
76 28
construction of such in tract improvement plans through a subdivision agreement for a recorded large lot final map with a minimu m of 1,000 residential lots creating at least 500 finished residential lots with unconditionally issued certificates of occupancy for the homes on those lots and the infrastructure (including, but not limited to the trunk sanitary sewer, storm drain, water, curb, gutter and sidewalk and landscaping) for the spine streets from Hammer Lane to foot of the levee where the bridge will be built are completely installed and accepted by City of Stockton. Shima Tract and Westlake shall both obligated to build half of the bridge West Lake shall not be obligated to commence construction of the bridge before Shima Tract commences bridge construction. Except that the automatic expiration of this condition shall not apply to the ODS obligation to dedicate to the city all real property within the Project Area required for the right of way to and construction of the bridge and attendant improvements. Until Shima Tract has obtained all approvals identified in this condition 19 the city shall not r equire a performance bond or other form of security from the ODS. (For purposes of this condition the term, “commence construction” shall mean installing and th e city accepting for dedication all improvements secured by bonds required by the subdivision agreement together with all other customary public infrastructure improvements necessary on the Shima Tract side of the water necessary to allow unimpeded use of the future bridge.)”

20. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real property contained within the Map. See Note below.) The ODS shall design and construct bus turnouts and shelters shall be installed along Eight Mile Road, Scott Creek Drive, Street “1” and Street “2” and any other location as required by the Public Works Director in consultation with the San Joaquin Regional Transit District.

21. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) A twenty-foot easement shall be dedicated to Reclamation District No. 2042 at the existing toe of all levees to provide for maintenance of the levee slopes.

22. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) Scott Creek Drive at the west end of the project shall be terminated to the satisfaction of the City Engineer.

23. The ODS shall participate in any applicable Transportation Systems Management (TSM) programs established by the City of Stockton and contribute its proportionate share of the cost to provide an appropriate park and ride facility in the vicinity of Interstate 5 and Eight Mile Road.

24. (This condition is not applicable to Subdivider. See Note below.) The ODS shall prepare and submit a technical memorandum to be approved by the City, identifying traffic calming measures required on-site and on Melones Way. Right-of-ways and lot layouts within the tentative map area may need to be revised to accommodate traffic calming measures which may include roundabouts, traffic circles, etc.

EXHIBIT 1
77 29

25. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The ODS shall submit detailed subdivision improvement plans. These plans shall show all on-site and off-site utilities necessary to provide water, storm, and sanitary sewer utility service. These plans shall be designed in accordance with the City’s most recently adopted water, storm, and sanitary collection system master plans and the City’s Public Works design standards. These plans shall be approved by the City Engineer prior to the approval of any small lot (TM18-04A) final map.

26. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The property ODS shall provide permanent rights-of-way for and construct all on-site and off-site water, storm, and sanitary sewer facilities as designed and shown on the accepted improvement plans for the development. Any reimbursement for oversizing shall be determined in accordance with the Stockton Municipal Code and applicable law.

27. (This condition is not applicable to Subdivider. See Note below.) The ODS shall prepare a master plan for the non-potable irrigation system for the withdrawal and use of non-potable water fr om the project lake, Pixl ey Slough/Disappointment Slough, Bishop Cut, shallow wells, and/or other water s ources. The system will consist of an intake structure, pump and mains, etc. that would distribute non- potable water to parks, open sp ace, streetscape, landscaping within the project area. System operation will be coordinated by the City with financing provided by a maintenance district or other entity approved by the City. The master plan shall be subject to the approval of the Municipal Utilities Director. The ODS shall design and construct the approved system to the satisf action of the Director of Public Works and the Director of Municipal Utilities. The non-potable irrigation system shall be constructed with each individual unit and the initial system shall be operational no more than one year after the recordation of the first small lot final map. Potable water shall only be used in the purple pipe system if it is demonstrated to the Director of Municipal Utilities that a non-potable water supply from the slough or other source cannot be reasonably brought into the purple pipe system.

28. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) Provide appropriately sized utilities, including natural gas and three- phase electrical power (where necessary), to all City owned and maintained facilities.

29. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) Construct masonry walls to enclose the perimeter of the Municipal Utilities Department’s pump station facilities.

EXHIBIT 1
78 30

30. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) Water valves, sanitary maint enance holes and storm drainage maintenance holes shall not be installed in traffic circles.

31. (This condition is not applicable to Subdivider. See Note below.) The ODS shall prepare an Update to the City of Stockton Water Master Plan, which shall include this project, and shall be subject to the review and approval by the Municipal Utilities Department Director. The ODS shall desig n and construct all on-site and off-site water facilities required by the wate r system analyses and by the Updated Water Master Plan, including but not limited to a 3.4-million gallon storage tank at the northwest reservoir site, in a manner as approved by the Dir ector of Municipal Utilities.

32. (This condition is not applicable to Subdivider. See Note below.) The ODS shall conduct an engineering analysis, acceptable to the Director of Municipal Utilities, that demonstrates that the water system improvements to be constructed within the City of Stockton water service area are sufficient to meet the following conditions:

For ultimate buildout of the subdivision:

Using existing system pressures, but no more than 45 psi at all points of connection to the City water system, the internal water system improvements shall be sized to provide at least 40 psi pressure at any location during the period of peak hour demand (peak hour demands shall be calc ulated at 175% of maximum daily demands).

Using existing system pressures, but no more than 45 psi at all points of connection to the City water system, the internal water system improvements shall be sized to provide at least 20 psi pressure at any location during the period of maximum day demand (maximum day demands shall be calculated at 210% of the average day demands) combined with a fire flow of 2,0 00 gpm out of any fire hydrant in the residential subdivision.

Using existing system pressures, but no more than 45 psi at all points of connection to the City water system, the internal water system improvements shall be sized to provide at least 20 psi pressure at any location during the period of maximum day demand combined with a fire flow of 3,000 gpm out of any fire hydrant in the commercial area of the subdivision.

Using existing system pressures, but no more than 45 psi at all points of connection to the City water system, the internal water system improvements shall be sized to provide at least 20 psi pressure at any location during the period of maximum day demand combined with a fire flow of 4,000 gpm out of any fire hydrant at any school site.

During interim development:

EXHIBIT 1
79 31

Using existing system pressures, but no more than 45 psi at all points of connection to the City water system, the internal water system improvements shall be sized to provide at least 20 psi pressure at any location during the period of maximum day demand combined with a fire flow of 1,500 gpm out of any fire hydrant in the subdivision.

33. (This condition is not applicable to Subdivider. See Note below.) The lakes and storm water quality treatment systems sha ll be privately owned and maintained.

Potable water shall not be used to fill the lakes.

34. (This condition is not applicable to Subdivider. See Note below.) The ODS shall dedicate 11.2 net acres of land for the future construction of a community park. The ODS shall stub all utilities into the site as well as provide 3-phase electrical service to the site. ODS shall install all str eet frontage improvem ents around the site, including, but not limited to vertical curb, gutter, sidewalk and ADA access ramps, all subject to approval by the Public Works Director. The ODS shall be responsible for the design and construction of the community park within 180 days of acceptance of the improvements for the first phase of development. Such construction shall begin prior to the issuance of the 1,322 bui lding permit. Such community park improvements shall be completed and presented to the City for review and approval of the “beginning of turf es tablishment” period within 9-months of the start of construction. It is then expected the ODS will offer the park improvements for final review and acceptance by the City at the end of the turf-est ablishment period. A park reimbursement agreement shall be entered into between the City and the ODS to reimburse the ODS for the park master plan, construction documents, parkland, 50% of the street frontage improvements, park construction and all overhead and administration costs. Such reimbursem ent shall not exceed the total revenue collected by the City through Parkland Public Facility Fees pai d for this overall Westlake Villages development. The ODS s hall pay a parkland public facility fee according to the fee schedule adopted by City Council. All plans and improvements shall be subject to prior review and appr oval by the City Engineer, Community Development Director and Public Works Director. Park construction will be subject to regular inspection and approval by th e Public Works Department. Final acceptance of the park improvements will be subject to approval by the Public Work Director.

35. Prior to issuance of building permits, the applicant shall pay modified parkland fees as adopted by City Council. Such fees are used for acquisition and development of parkland within the particular fee zone.

36. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The applicant shall be responsible for the development of all the parks, identified in the project master plan, to the satisfaction of the City Parks and Recreation Director or designated representative. Such parks shall be maintained EXHIBIT 1
80 32
by a mandatory home owners’ association (HOA), with the exception of the large Community Park.

37. Prior to recordation of any Final Map, the ODS shall form a new zone of the Stockton Consolidated Landscape and Light ing Maintenance District 96-2, and approve an assessment providing for the subdivision’s proportionate share of the costs to maintain any public parks within t he service area for this subdivision or serving this subdivision (except the Village Parks). ODS may request to annex to an existing zone of the Stockton Consolidated Landscape and Lighting Maintenance District 96-2 provided the subdivision is within the service area of a park for which a zone of the Stockton Consolidated Landscape and Lighting Maintenance District 96- 2 has already been formed.

38. Prior to the sale of any small lot from TM18-04 A and the reco rdation of the final map containing the 323rd residential lot, the ODS shall establish an entity approved by the City to provide funding for the maintenance of, and, if necessary, replacement at the end of the useful life of, improvem ents including but not limited to common area landscaping, publicly accessible Village Parks, bicycle/pedestrian trail along Pixley Slough/Disappointment Slough and access lots, landscaping in the right-of- way, soundwalls and/or back-up walls, and a ll “Improvements” serving or for the special benefit of this subdivision. If t he ODS elects to provide maintenance for some portion of the improvements through a maintenance assessment district, the ODS shall, prior to the sale of any small lot from TM18-04 A and the recordation of the final map containing the 323rd residential lot, form a new zone of the Stockton Consolidated Landscape and Lighting Maintenance District 96-2 that includes the entire subdivision.

The entire subdivision may be considered for annexation to an existing zone of the Stockton Consolidated Landscape and Lighting Maintenance District 96-2, provided the type, intensity and amount of the Improvements to be maintained are similar to improvements in the zone to which annexation is proposed. Formation/annexation shall result in an assessment being approved that shall be levied on all properties in the subdivision to ensure that all property owners pay their proportionate share of the costs of maintaining, in perpetuity, the improvements serving or for the special benefit of this subdivision. Village Pa rks shall not be maintained by the City Consolidated Landscape and Lighting Maintenance District unless accessible to the general public.

Any improvements that will be maintained through the City’s Consolidated Maintenance District shall be subject to prior review and approval by the Public Works Director. This includes, but not limited to masters plans and construction plans. During construction, all improvements shall be subject to regular inspection and final acceptance by the Public Works Director.

39. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real property contained within the Map. See Note below.) All walls shall be located on private property and a separate EXHIBIT 1
81 33
maintenance easement shall be recorded for such walls. Such easement shall be suf
ficient to allow for regular maintenance (i.e., graffiti removal) and shall include the width of the support footing as it extends from both sides of the wall.

40. (This condition is not applicable to Subdivider. See Note below.) ODS shall prepare an Update to the City of Stockton Sanitary Sewer Master Plan, which shall include this project, and shall be subject to review and approval by the Municipal Utilities Department Director. Prior to approval of improvement plans for any subdivision unit and/or approval of any final map, ODS shall contribute a fairshare contribution to upgrade 14-Mile Slough sanitary sewer pump station and associated improvements and pay all applicable connection fees as determined by a financial analysis.

41. Prior to the sale of any small lot from TM18-04 A and the reco rdation of the final map containing the 323rd residential lot, the ODS shall establish an “Maintenance Entity” approved by the City to provide funding for the operation, maintenance, repair, and replacement of project’s private drainage improvements, including but not limited to lakes, bulk heads, storm water quality control systems, dewatering systems, terminal discharge facilities, and any and all permits that are or might be required. Prior to the sale of any small lot from TM18-04 A and the recordation of the final map containing the 323
rd residential lot, the ODS shall form a Maintenance
District, acceptable to the City of Stockton, including all necessary assessments to fund the operation, maintenanc e, repair, and replacement of the project’s private drainage improvements, including but not limited to lakes, bulkheads, storm water quality control systems, dewatering systems, terminal discharge facilities, and any and all permits that are or might be required. District will not collect assessments unless “Maintenance Entity” dissolves and/or neglects to operate in a manner acceptable to the City of Stockton.

42. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The property ODS shall comply with City’s Storm Water Quality Control Criteria Plan approved and adopted by City Council on November 25, 2003.

The proposed project comes under requirements of this Plan.

43. The use of cast-in-place pipe is prohibited.

44. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) The ODS shall maintain drainage patterns and facilities that serve adjoining properties. New and relocated facilities shall be appropriately sized and approved by the Municipal Utilities Department.

45. The following fire safety requirements shall be fulfilled:

EXHIBIT 1
82 34
a. The ODS shall dedicate a net 2.0 acre or larger fire station site as delineated on the tentative maps to the City of Stockton or in an acceptable location satisfactory to the Fire Chief.

b. Reimbursement for the fire station site shall be at the rate established for land cost by the Public Facilities Fee Program, based on net acreage.

c. The ODS shall be responsible for the construction of all frontage improvements for the fire station site and shall be reimbursed for said frontage improvements pursuant to the Public Facilities Fee Administrative Guidelines. The ODS shall provide water and sewer utility stubs for the fire station in Village D.

46. (This condition is not applicable to Subdivider. See Note below.) These tentative maps (TM18-04 A and B) shall not be effective until the execution of the Annexation Memorandum of Understanding (MOU) by the applicant and the City, the effective date of the General Plan amendment (GPA3-04), prezoning (Z-4-04) Specific Plan amendment (SPA3-04) and Development Agreement (DA1-04) for this site, and the recordation of the annexation (A-04-03) of this si te to the City of Stockton. If annexation is not completed within two (2) years of the approval of the tentative map by the Planning Commission, this map shall be null and void.

47. The ODS shall be responsible for the establishment of Covenants, Conditions and Restrictions (CC&Rs) for the maintenance of landscaping, structures and fences on the private properties and revi ew of architectural design for residential structures within the subdivision area. The CC&Rs shall be subject to review and approval by the City Attorney and the Community Development Director prior to the issuance of the first residential building permit. The ODS shall be responsible for recordation of the CC&Rs and payment of recording expenses. The City shall be declared to be a third-party beneficiary of the CC&Rs and shall be entitled, without obligation, to take appropriate legal action to enforce the CC&Rs.

48. Prior to the sale of any small lot from TM18-04A and the recordation of the final map containing the 323rd residential lot, the ODS shall establish a maintenance entity to provide funding for the maintenance of t he private street system, the emergency vehicle access (EVA), bicycle/pedestrian paths, the permanent dewatering system, any on-site storm drainage system, the lake system, le vee access areas, other common areas, and related outfall to receiving waters, private (pocket) parks/open space. If the ODS elects to provi de maintenance for some portion of the improvements through a maintenance assessment district, the ODS shall, prior to the sale of any small lot from TM18-04 A and the recordation of the final map containing the 323rd residential lot, from said district.

49. (This condition is not applicable to Subdivider except to the extent this condition directly involves the real pr operty contained within the Map. See Note below.) All development plans for the proper ty adjoining the Manlio Silva Elementary School shall include all requirements related to the completion of the EXHIBIT 1
83 35
site work relative to the school, as agreed upon by Lodi Unified School District (per September 16, 2004 memorandum from Lodi Unified School District).

50. The ODS shall participate in an equitable program for the payment of agricultural land conversion mitigation fees if such a fee is adopted by the City of Stockton.

51. The ODS shall participate in an equitable program for t he payment of a County Public Facilities Fee when such fee is adopted by the City of Stockton.

52. The ODS shall verify through the Municipa l Utilities Department that a sufficient water supply shall be available for this project as required by Government Code Section 66473.7(b)(1).

NOTE: The Subdivision Agreement to which this Exhibit D is attached is for the small lot Final Map. For consistency, the conditions in this Exhibit D are identical to those conditions pertaining to Large Lot Map No. 3357 (TM18-04B conditions), even though not all TM18-04B conditions apply to the Subdivision Agreement for the small lot Final Map to which this Exhibit D is attached. Accordingly, when a condition listed above includes, “This condition is not applicable to Subdivider,” when the Subdivider (under the Subdivision Agreement for the small lot Final Map to which this Exhibit D is attached) shall not be obligated to satisfy such condition. The Large Lot Map No. 3357 and conditions thereunder remain unchanged by this Exhibit D.

EXHIBIT 1
84 OWNER'S STATEMENT:

WE, THE UNDERSIGNED, HEREBY STATE THAT WE ARE ALL THE PARTIES HAVING RECORD TITLE INTEREST IN THE LANDS SUBDIVIDED AND SHOWN ON THIS FINAL MAP OF "TRACT NO. 3574, SUBDIVISIONS OF SAN JOAQUIN COUNTY, WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A", CITY OF STOCKTON, CALIFORNIA, AND WE HEREBY CONSENT TO THE PREPARATION AND FILING OF THIS FINAL MAP IN THE OFFICE OF THE COUNTY RECORDER OF SAN JOAQUIN COUNTY, CALIFORNIA.

WE ALSO OFFER THE REAL PROPERTY DESCRIBED BELOW, DEDICATED AS AN EASEMENT FOR PUBLIC PURPOSES, ALL

PUBLIC UTILITY EASEMENTS (PUE), SIDEWALK EASEMENTS (SE), SOUND WALL MAINTENANCE EASEMENTS (SME), THE 10 FOOT WATER LINE EASEMENT THROUGH LOT 13, ALL STREET RIGHTS-OF-WAY, AND RELINQUISH TO THE CITY OF STOCKTON ALL ACCESS RIGHTS OF LOTS 27 AND 28 TO AND FROM BLUE BAY LANE, AND LOT 34 TO AND FROM FUTURE ROCKY BAY ROAD, ALL AS SHOWN ON THIS FINAL MAP.

OWNER: KLLB AIV LLC, A DELAWARE LIMITED LIABILITY COMPANY PRINT NAME: -RY1'1� MU It -r;\C.Wll Po.t=E, f"I.. .

SIGNATURE: d.Jf,;tt4�
NOTARY STATEMENT:

PRINT TITLE: AUTHORIZED SIGNATORY
DATE: \()/1C,/ 22,

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE

INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF e,1,L&AC'C� s s
COUNTY OF C09Q _ 5 ••
ON Ock>DeC\ 1.., , 20_13, BEFORE ME, :fenni p-el\ 7.tfVYU\ A NOTARY PUBLIC, PERsoNALLY APPEARED TNefO P<kl\aO , �C"izc� 5� WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PER�(S) WHOSE NAME(S)@ARE SUB�BED TO THE WITHIN INSTRUMENT, AND ACKNOWLEDGED� ME THAT HE�HEY EXECUTED THE SAME IN HIS�THEIR AUTHORIZED CAPACITY(IES), AND THAT BY HIS�/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF �FBRWI\ THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. Pe('(�
SIGNATURE, � J YI -

WITNESS MY HAN
l J
PRINCIPAL COUN �F BUSINESS:-.C!"k.rlGOpQ
• t #f# #:df��-,.,;,j
.... $V. ,,: t..r120M
County
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OMITTED SIGNATURE STATEMENT:

COMMISSION NUMBER: G';,Y\1.\'-\
MY COMMISSION EXPIRES: 7/l'J./ 2,"
PURSUANT TO SECTION 66436 OF THE CALIFORNIA SUBDIVISION MAP ACT, THE SIGNATURES OF THE FOLLOWING PARTIES HAVE BEEN OMITTED:

NAME: DELTA FARMS RECLAMATION DISTRICT NO. 2042
TYPE OF INTEREST: AN EASEMENT FOR RECLAMATION, DRAINAGE OR IRRIGATION AND LEVEE AND INCIDENTAL

PURPOSES
DEED REFERENCE: VOLUME 395, PAGE 48, BOOK "A" OF DEEDS, SAN JOAQUIN COUNTY RECORDS TRACT NO. 357 4

SUBDIVISIONS OF SAN JOAQUIN COUNTY

WESTLAKE VILLAGES,
UNIT NO. 7 - VILLAGE A
A PORTION OF LOT 11 AND A PORTION OF LOT 12, AS SHOWN AND DELINEATED ON THAT CERTAIN MAP ENTITLED, "TRACT NO. 3357, WESTLAKE VILLAGES UNIT NO. 1 11
, FILED FOR RECORD ON FEBRUARY 9, 2006, IN
BOOK 40 OF MAPS AND PLATS, AT PAGE 57, AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED JUNE 7, 2007, IN OFFICIAL RECORDS UNDER RECORDER'S SERIAL NO. 2037-106289, SAN JOAQUIN COUNTY RECORDS, LYING IN SECTION 2 AND 3, TOWNSHIP 2 NORTH, RANGE 5 EAST, MOUNT DIABLO BASE AND MERIDIAN.

CITY OF STOCKTON, SAN JOAQUIN COUNTY, CALIFORNIA
OCTOBER, 2023

CONSULTING ENGINEERS
430 10th Street
Modesto, CA 95354
Tel: 209.568.4477 Fax: 209.568.4478
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PROJECT
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RINDGE
TRACT
CITY CLERK'S STATEMENT:

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TRACT

VICINITY MAP

NOTTO SCALE

BEAR CREEK

MOSHER SLOUGH
THIS IS TO STATE THAT AT ITS REGULARLY HELD MEETING ON THE ___ DAY OF _______ , 20_ , THE CITY COUNCIL OF THE CITY OF STOCKTON, CALIFORNIA, PER COUNCIL RESOLUTION NO. _______ _ APPROVED THIS FINAL MAP OF "TRACT NO. 3574, SUBDIVISIONS OF SAN JOAQUIN COUNTY, WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A", CITY OF STOCKTON, CALIFORNIA, AND ACCEPTED ON BEHALF OF THE PUBLIC FOR PUBLIC USE,

THE OFFER OF DEDICATION OF ALL PUBLIC UTILITY EASEMENTS (PUE), SIDEWALK EASEMENTS (SE), SOUND WALL MAINTENANCE EASEMENTS (SME), THE 10 FOOT WATER LINE EASEMENT THROUGH LOT 13, AND THE RELINQUISHMENT TO THE CITY OF STOCKTON ALL ACCESS RIGHTS OF LOTS 27 AND 28 TO AND FROM BLUE BAY LANE, AND LOT 34 TO AND

FROM FUTURE ROCKY BAY ROAD, ALL AS SHOWN ON THIS FINAL MAP, AND ACCEPTED THE OFFER OF DEDICATION OF

ALL STREETS RIGHT-OF-WAY, SUBJECT TO SATISFACTORY COMPLETION OF IMPROVEMENTS THEREON OF SAID STREET RIGHTS-OF-WAY IN ACCORDANCE WITH CHAPTER 16, ARTICLE 6 OF THE STOCKTON MUNICIPAL CODE, AND ANY AMENDMENTS THERETO, APPLICABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP.

DATED THIS __ DAY OF ___________ , 20 __ .

ELIZA R. GARZA, CMC

CITY CLERK

THIS FINAL MAP IS SUBJECT TO THE PROVISIONS OF A SUBDIVISION AGREEMENT RECORDED ON ________ , 20_ , AS DOCUMENT NO. ________ , SAN JOAQUIN COUNTY RECORDS D.D, SHEET NO. 94
SURVEYOR'S STATEMENT:

THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE

WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF STOCKTON WESTLAKE INVESTMENT, LLC, ON MAY 6, 2020. I HEREBY STATE THAT ALL THE MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED OR THAT THEY WILL BE SET IN THOSE POSITIONS BEFORE DECEMBER 31, 2024,

AND THAT THE MONUMENTS ARE, OR WILL BE, SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED, AND THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP.

DATED THIS -'--- DAY O �...,,._,""-' .._ ___ , 20..G .

RYAN VANCE, L.S.

CITY ENGINEER'S STATEMENT:

No. 8225

I, ERIC ALVAREZ, HEREBY STATE THAT I AM THE CITY ENGINEER OF THE CITY OF STOCKTON, CALIFORNIA, AND THAT I HAVE EXAMINED THIS FINAL MAP OF "TRACT NO. 3574, SUBDIVISIONS OF SAN JOAQUIN COUNTY, WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A", CITY OF STOCKTON, CALIFORNIA, AND THAT THE SUBDIVISION SHOWN HEREON IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP, AND ANY APPROVED ALTERATIONS THEREOF. I FURTHER STATE THAT THIS FINAL MAP COMPLIES WITH ALL THE PROVISIONS OF CHAPTER 16, ARTICLE 6 OF THE

STOCKTON MUNICIPAL CODE, AND ANY AMENDMENTS THERETO, APPLICABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP.

REGISTRATION EXPIRATION DATE: 06/30/24
COUNTY SURVEYOR'S STATEMENT:
. C05783

EXPIRES
-30-t
I, JAMES E. HART, HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP OF "TRACT NO. 3574, SUBDIVISIONS OF SAN JOAQUIN COUNTY, WESTLAKE VILLAGES, UNIT NO. 7 - VILLAGE A", CITY OF STOCKTON, CALIFORNIA AND THAT THE SUBDIVISION SHOWN HEREON COMPLIES WITH ALL THE PROVISIONS OF CHAPTER 2 OF THE CALIFORNIA SUBDIVISION MAP ACT, AS AMENDED, AND THAT THIS FINAL MAP IS TECHNICALLY CORRECT.

DATED THIS �� DAY OF 'OE'CE'IV\BE"� . 202'3. .
��.b=

COUNTY SURVEYOR
RECORDER'S STATEMENT:

LICENSE No. 8657
FILED THIS ____ DAY OF _________ , 20 __ , A T __ .M.

IN BOOK ____ OF MAPS AND PLATS, AT PAGE ____ _
AT THE REQUEST OF WH CONSULTING ENGINEERS.

FEE$ __ _
STEVE J. BESTOLARIDES

ASSESSOR-RECORDER-COUNTY CLERK
BY: ______________ _

ASSISTANT /DEPUTY RECORDER
SHEET 1 OF 6
EXHIBIT 2
85 SCOTT CREEK DRIVE

GILL SHORE COURT

CORAL REEF LANE

CORAL REEF LANE
BAY
LANE
BLUE
BAY

MARINER
ROAD

BREEZY COVE WAY

BALBOA POINT WAY

BLUE BAYLANE

BREEZEWOOD WAY

ADMIRAL COVE WAY

WESTLAKE DRIVE
Δ
Δ
Δ
(FUTURE)ROCKY BAY ROAD
N
080 40 80 160
SCALE: 1" = 80'
LOT 12 (R1)

WESTLAKE VILLAGES,
UNIT 10 - VILLAGE K
44-M&P-30
PARCEL 3 (R2)
SEE SHEET 3
SEE SHEET 4
SEE SHEET 5
EXHIBIT 2
86 Δ

GILL SHORE COURT

CORAL REEF LANE

MARINER BAY ROAD

BALBOA POINT WAY

BLUE BAY LANE

BREEZEWOOD WAY

ADMIRAL COVE WAY
Δ
Δ
Δ
Δ
Δ
Δ
Δ
Δ
N
040 20 40 80
SCALE: 1" = 40'
LOT 12 (R1)
PARCEL 3 (R2)
SEE SHEET 4
SEE SHEET 5
Δ
Δ
EXHIBIT 2
87 GILL SHORE COURT

CORAL REEF LANE

BREEZEWOOD WAY
Δ
Δ
Δ
Δ
Δ
Δ
Δ
Δ

BLUE BAY LANE
Δ
(FUTURE)ROCKY BAY ROAD
N
040 20 40 80
SCALE: 1" = 40'
LOT 12 (R1)
SEE SHEET 3
SEE SHEET 5

WESTLAKE DRIVE
Δ
EXHIBIT 2
88 SCOTT CREEK DRIVE

CORAL REEF LANE

MARINER BAY ROAD

BREEZY COVE WAY

BALBOA POINT WAY
Δ
WESTLAKE DRIVEΔ
Δ
Δ
Δ
Δ

WESTLAKE VILLAGES,
UNIT 10 - VILLAGE K44-M&P-30
PARCEL 3 (R2)
SEE SHEET 4
SEE SHEET 3 SEE SHEET 4
N
040 20 40 80
SCALE: 1" = 40'
EXHIBIT 2
89 CURVE DATA TABLE CURVE DATA TABLE
CURVE DELTA RADIUS LENGTH CH.BEARING CHORD CURVE DELTA RADIUS LENGTH CH.BEARING C1 12°1211211 763.001 162.511 N74°2611411W 162.201 C42 20°1912511 98.001 34.761 N72°3710311W C2 9°0211211 473.001 74.601 N19°2315711E 74.521 C43 6°0113611 537.00 1 56.491 S75° 30141 "E
C3 27°3611411 127.001 61.191 N75°4314411W 60.601 C44 17°55 15911 56.001 17.53 1 N73 °4814611W
C4 11°1412411 477.00' 93.571 N32°
30'03"E 93.421 C45 7°5115411 537.00 1 73.711 S82°27126"E C5 21°4012111 477.00' 180.421 N37°
43101 "E 179.351 C46 51 °5215011 56.00' 50.711 N38°
54'22"W
C6 21°05133" 500.00' 184.071 N38°00'25"E 183.031 C47 11 °0812711 56.00' 10.891 N7° 23'44"W
C7 20°3315211 523.001 187.721 N38° 1611611E 186.711 C48 80°5711511 56.001 79.131 S42°18 10811E CB 6°4515611 523.001 61.761 S31°2211811W 61.721 C49 24°2911811 244.00 1 104.291 S74°421oo"E C9 3°2613611 791.001 47.541 N34
°3711611E 47.531 C50 9°1215611 98.001 15.761 N6°25158"W C10 4°5212311 791.00' 67.271 N38°
46'45"E 67.251 C51 4°0812711 473.00 1 34.181 N8°58' 12"W C12 5°58156" 523.00' 54.611 S37°
44'44"W 54.581 C52 4°44133" 473.00 1 39.151 N4
°31 '42"W
C13 5°5910811 523.001 54.641 S43°
43'4s"w 54.611 C53 8°5310011 473.00 1 73.341 S6
°35156"E
C14 4°3613111 791.001 63.631 N43
°3111211E 63.611 C54 8°5310011 450.00 1 69.771 N6°35156"W C15 2°4314411 791.00' 37.671 S47°11 '2011w 37.671 C55 9° 1810211 90.00' 14.611 N6° 48'27"W C16 1°49'52" 523.00' 16.71' N47°38' 16"E 16.71' C56 44°00'38" 56.00' 43.02' N8°29'04"E C17 0°3810711 1694.501 18.791 N48° 14'08"E 18.791 C57 49°14155" 56.00' 48.131 N55°06150"E C18 1°5911311 1671.501 57.961 S45°
34'55"W 57.961 C58 21°5511411 56.00' 21.421 S89° 18 105"E C19 0°5113211 1559.001 23.371 N45°0110411E 23.371 C59 115°1014611 56.001 112.57 1 S44 °0410911W
C20 1°59'45" 1559.00' 54.30' S43°
35'26"W 54.301 C60 18°0413411 98.00' 30.921 S87°22145"E C21 1°5914511 1671.501 58.221 N43°35'26"E 58.221 C61 17°22153" 98.00' 29.731 S87°01155"E C22 1°5914511 1671.501 58.221 S41 °35141 "W 58.221 C62 0°4114111 98.00' 1.19' S83°55 148"W C23 1°5914511 1559.001 54.311 N41°35 14111E 54.301 C63 10°3011211 523.001 95.871 S88° 50104 "w C24 1°5914511 1559.00' 54.311 N39°35156"E 54.301 C64 9°43106" 496.00 1 84.131 N19°03130"E C25 1°5914511 1671.501 58.221 S39°
35'56"W 58.221 C65 10°20117" 519.00 1 93.641 N18°
44 155"E
C26 1°5914511 1671.501 58.221 S37°
36' 11 "W 58.221 C66 10° 4312411 529.001 99.01 I S18°41 121 "W C27 1°5914511 1559.00' 54.311 N37°36 111 "E 54.301 C67 0° 13 13311 763.00 1 3.Q1 I N63° 43'00"W
C28 1°5914511 1559.001 54.311 N35
°
36 12611E 54.301 C68 7°18 12411 763.00 1 97.301 N59°
57'01 "W
C29 1°5112411 1671.50 1 54.171 S35
°4013611W 54.171 C69 38°3212211 56.001 37.671 N16°3915811E C30 2°35101 II 90.00 1 4.06' S33°
27'23"W 4.06' C70 77°1215211 45.00' 60.641 N36°00113"E
C31 8°0014011 90.00 1 12.581 S28° 09 I 33 "W 12.57' C71 56°32142" 45.00' 44.411 S77°07100"E C32 10°3514111 90.00 1 16.641 S29°27'0311W 16.621 C72 56°3214211 45.001 44.411 S20°3411 B"E C33 2°0111811 1559.001 55.01 I N33°35 15411E 55.01 I C73 66°4612911 45.001 52.441 S41°0511711W C34 3°2814211 1559.001 94.631 N30°50 15411E 94.631 C74 38°3212311 56.001 37.671 S55° 12121 "w C35 37°3410411 56.001 36.721 S42°
56' 15"W 36.061 C75 257°04 14511 45.00' 201.901 N54°
03151 "W
C36 42°46 106" 56.001 41.801 S83°06'20"W 40.841 C76 7°3115711 763.00 1 100.311 N48° 03154"W
C37 22° 1612511 56.001 21.771 N64°22'25"W 21.631 C77 0° 1510611 763.00 1 3.35' N44° 25'28"W
C38 102°3613511 56.001 100.291 N75°27 13111E 87.411 C78 10°2515711 477.00 1 86.851 N43°2011311E C39 9°1310911 98.00 1 15.771 N57
°5014611W 15.751 C79 10°1215411 467.00 1 83.261 N43°2614411E C40 4°0713411 537.00 1 38.671 S64
°3110811E 38.661 C80 5°16 14711 717.00 1 66.071 S47°0711 B"E C41 5°5415811 537.00 1 55.451 S69°3212411E 55.421 C81 4°5511711 717.00 1 61.591 N52°1312011W CHORD

34.581

56.461

17.461

73.661

48.991

10.871

72.701
103.49 1

15.751

34.181

39.141

73.261

69.701

14.59'

41.97'

46.671

21.29'

94.551

30.79'

29.621

1.19'

95.741

84.031

93.521

98.86'

3.01 I

97.241

36.961

56.161

42.63'

42.631

49.531

36.961

70.401
100.24 1

3.35'

86.731

83.151

66.051

61.571
CURVE

CURVE DELTA RADIUS
C82 4°5915511 717.00 1
C83 4°5915611 717.00 1
C84 4°5913411 717.00 1
C85 4°5912911 717.00 1
C86 4°59156" 717.00 1
C87 3°1812511 717.00 1
C88 2°4613011 477.00 1
C89 8°0615611 477.00 1
C90 7°3512511 477.00 1
C91 6°49159" 427.00 1
C92 6°03106" 507.00 1
C93 6°4215011 507.00 1
C94 6°4215111 507.00 1
C95 6°2813711 507.00 1
C96 6°57'03" 507.00 1
C97 6°4214911 507.00 1
C98 5°5315211 507.00 1
C99 3°0712611 1717.50 1
C100 3°1614311 1717.501
C101 8° 4110411 461.00 1
C102 8°4514911 461.00 1
C103 8° 4110811 461.00 1
C104 8°5012811 461.00 1
C105 9°5414511 461.00 1
C106 7°4912411 267.001
C107 10°33100" 267.001
C108 18°2212411 267.001
C109 2°4312811 1717.50 1
C110 3°0613611 1717.501
C111 7°31157" 763.0011

LINE DATA TABLE

DATA TABLE
LENGTH

62.561

62.481

62.461

62.561

41.381

23.101

67.56 1

63.191

50.921

53.551

59.411

57.311

61.51'

59.411

52.191

93.641

98.281

69.871

70.511

69.891

71.131

79.751

36.461

49.161

85.621

81.671

93.231
100.311
CH.BEARING
N57° 10'5711W
N62° 10'5211W
N67° 1013711W
N72° 10'09"W
N77°
09'51 "W
N81 ° 19'02"W
N84°21 '2911W
N89
°
4811211W
S82°2013811W
S5°34126"E
N87°00'29"E
S86° 3613311E
S79°5314311E
S73° 17'59"E
S66° 35'08"E
S59° 45' 12"E
S53°
26'52"E
N42°03'3511E
N45°
15'40"E
N54°50128"W
N63°
33'54"W
N72° 1712311W
N81°03'11 "W
S89°
34113"W
S76°5510311E
S67°43151 "E
N71°3813311W
S34°0115511W
S36°
56'57"W
N60°03'48"W
CHORD

62.541

62.461

62.441

62.541

41.381

23.101

67.51 1

63.141

50.891

53.521

59.381

57.281

61.47'

59.371

52.161

93.631

98.271

69.811

70.441

69.821

71.061

79.661

36.431

49.091

85.251

81.66 1

93.211
100.241

LINE DATA TABLE

LINE BEARING DISTANCE LINE BEARING DISTANCE
L1 N53°25106"E 9.121 L13 S35°
56109"W 33.141
L2 N13°
31 '15"W 39.181 L14 N79°
4911 O"E 9.701
L3 S1
°
49'30"E 50.031 L15 S20°05' 15"E 10.07'
L4 N82° 46 I 46 "W 50.361 L16 N38°1114511E 9.061
L5 S53
° 1411211E 50.001 L17 S52°3011411E 9.641
L6 S24°0911311W 50.001 L18 N36
° 4711211E 10.381
L7 S87° 45112"E 10.01 I L19 S45°
56'05"E 17.16'
LB N3
°
33'12"E 9.901 L20 N75°06126"E 20.241
L9 N87°5212211W 9.651 L21 N5
°59151 "W 9.811
L10 S1
°12'33"W 10.02' L22 S50°
29'56"E 60.331
L 11 N7
°
56'51 "W 9.701 L23 N84°
59'58"E 9.811
L12 S35°
56109"W 33.141
TRACT NO. 357 4

SUBDIVISIONS OF SAN JOAQUIN COUNTY

WESTLAKE VILLAGES,
UNIT NO. 7 - VILLAGE A

ALL OF TRACT ONE AS DESCRIBED IN GRANT DEED RECORDED
BY DOCUMENT NO. 2023-028465, AND BEING PORTIONS OF
LOTS 11 AND 12 OF MAP FILED FOR RECORD IN BOOK 40 OF
MAPS AND PLATS, PAGE 57, ALL SAN JOAQUIN COUNTY
RECORDS, LYING IN SECTIONS 2 AND 3, TOWNSHIP 2 NORTH,
RANGE 5 EAST, MOUNT DIABLO BASE AND MERIDIAN

CITY OF STOCKTON, SAN JOAQUIN COUNTY, CALIFORNIA
SEPTEMBER, 2023
430 1 0th Street
Modesto, CA 95354
Tel: 209.568.4477 Fax: 209.568.4478
SHEET 6 OF 6
EXHIBIT 2
90 City of Stockton
Legislation Text
File #: 24-0007, Version: 1

ADOPT A RESOLUTION APPROVING A FINAL MAP AND SUBDIVISION AGREEMENT FOR THE WESTLAKE VILLAGES, UNIT NO. 8 - VILLAGE B (TRACT NO. 3575) PROJECT

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

1. Approve the Final Map for Westlake Villages, Unit No. 8 - Village B, Tract No. 3575;

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Summary
The proposed resolution approves the Final Map and authorizes the City Manager to execute the Subdivision Agreement between KLLB AIV LLC, accept all offers of dedication, and recordation of the map for Westlake Villages Unit No. 8 - Village B, Tract No. 3575. The subdivision contains 21.12 acres divided into 110 lots for the construction of single-family residential homes, two non- residential lots and right-of-way dedication.

It is recommended that Council adopt the proposed resolution as KLLB AIV LLC has fulfilled all necessary conditions.

DISCUSSION
Background
On September 14, 2004, the City Council approved development applications for Spanos Family Partnership for an approximate 681-acre project site located south of Eight Mile Road, west of Spanos Park West and Interstate 5, north of Pixley and Disappointment Sloughs, and east of Bishop Cut bridge and Rio Blanco Road (Attachment A - Vicinity Map). Council approvals included an Environmental Impact Report, General Plan Amendment, Development Agreement, Pre-zoning City of Stockton Printed on 2/2/2024Page 1 of 3
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91 File #: 24-0007, Version: 1
for mixed-use, Annexation application, and a Master Development Plan to facilitate a residential community consisting of 2,630 single-family residential homes, commercial space, school, parks, and fire station within a setting of man-made lakes.

To date, the City Council has approved fourteen (14) final maps, creating 1,413 residential parcels, eight (8) private parks, private access roads, and public rights-of-way and easements.

Present Situation
KLLB AIV LLC submitted a Final Map for Unit No. 8 - Village B to complete the subdivision process for the earlier approved Tentative Map. The Final Map will subdivide an approximately 21.12-acre project site into 110 residential lots, two non-residential lots (A and B) for landscaping and utility easement and street right-of-way dedication. The residential lot sizes, ranging in size from 4,807 to 11,705 square feet, will be provided access through the project site via public streets.

FINANCIAL SUMMARY
The costs of creating the subdivision agreement, including plan checking, inspection, map filing, and computer mapping services provided by City staff have been paid by the subdivider in the City of Stockton Printed on 2/2/2024Page 2 of 3
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92 File #: 24-0007, Version: 1
amount of $230,473.79 and deposited in various development fee accounts in the Development Services Fund and Street Sign Public Facility Fee Fund. These fees are described in detail in Exhibit A of the Subdivision Agreement. All other fees will be assessed at the time building permits are issued.

Westlake Villages, Unit No. 8 - Village B will be incorporated into CFD No. 2018-2, which provides funding for the necessary subdivision infrastructure improvements and ongoing City services to support project development. The new fire station proposed within the Westlake Villages Development would be constructed in a future development phase when needed to address the residential demand. There is no financial impact to the City because of the execution of the subdivision agreement. The costs to construct the required infrastructure improvements and develop the subdivision are borne by the developer and addressed with the formation of the community facilities district.

Attachment A - Vicinity Map
City of Stockton Printed on 2/2/2024Page 3 of 3
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93 REV. DATE
CK. BY DRAWING NO.

CITY ENGINEER

APPROVED BY
SCALE
BYAPRVD.NO.

DWG. BY

DEPARTMENT OF PUBLIC WORKS

CITY OF STOCKTON DATE
Westlake Villages #8
(Village B) Vicinity Map
N

ATTACHMENT A
N
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING A FINAL MAP AND SUBDIVISION AGREEMENT,

ACCEPTING ON BEHALF OF THE PUBLIC ALL OFFERS OF DEDICATION,

AND AUTHORIZING RECORDATION OF THE FINAL MAP FOR WESTLAKE VILLAGES, UNIT NO. 8 - VILLAGE B (TRACT NO. 3575)

Westlake Villages, Unit No. 8 – Village B (Tract No. 3575), is located south of Eight Mile Road and west of Interstate 5; and

The project will subdivide an approximately 21.12 -acre project site into 110 lots for the construction of single-family homes, two non-residential lots, and right- of-way dedication; and

The subdivider is KLLB AIV LLC, a Delaware Limited Liability Company (Subdivider); and

The Subdivider has submitted the Westlake Villages, Unit No. 8 – Village B (Tract No. 3575), Final Map for approval; and

The subdivision agreement contains the subdivider’s obligations for project site development; now, therefore,

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

1. The City Manager is hereby authorized to execute on behalf of the City of Stockton a Subdivision Agreement outlining conditions for the approval of Westlake Villages, Unit No. 8 – Village B (Tract No. 3575), a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The certain Final Map, consisting of six sheets, entitled Westlake Villages, Unit No. 8 – Village B (Tract No. 3575), filed with the City Clerk on February 6, 2024 , is hereby approved as and for the Final Map of that certain subdivision known as Westlake Villages, Unit No. 8 – Village B (Tract No. 3575), Stockton, which is attached as Exhibit 2 and incorporated by reference.

95 3. The City Council hereby accepts on behalf of the public all offers of dedication for the purposes designated and authorizes recordation of the map.

4. The approval and acceptance by the City on behalf of the public of Tract No. 3575, Subdivisions of San Joaquin County, Westlake Villages, Unit No. 8 – Village B, is subject to the owner or owners constructing all public improvements required by the Community Development Department and the payment of all fees required under Chapter 16, Division 4, of the Stockton Municipal Code, and subject to the owner or owners submitting to the City of Stockton the final map of the subdivision approved by the County Surveyor indicating conformance to the Subdivision Map Act of the State of California.

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

PASSED, APPROVED and ADOPTED February 6, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton

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VICINITY MAP

NOT TO SCALE
N
EXHIBIT 2
132

WESTLAKE DRIVECORAL REEF LANE

MORNING TIDE WAY

OVERLOOK WAY

ANCHOR PORT
LANE

ADMIRAL COVE WAY

ROCKY BAY ROAD

TRADEWIND WAY

BREEZEWOOD WAY

ADMIRAL COVE WAY

EIGHT MILE ROAD
Δ
Δ
N
080 40 80 160
SCALE: 1" = 80'
LOT 11 (R1)
SEE SHEET 3
SEE SHEET 4
SEE SHEET 5
LOT 3 (R2)
SEE SHEET 5
EXHIBIT 2
133

ANCHOR PORT LANE ADMIRAL COVE WAY

TRADEWIND WAY

BREEZEWOOD WAY

ROCKY BAY ROAD

EIGHT MILE ROAD
Δ

TRADEWIND WAY
PARCEL 3
(R2)
SEE SHEET 4
0 40 80
SCALE: 1" = 40'
N
SEE SHEET 5
EXHIBIT 2
134

CORAL REEF LANE

MORNING TIDE WAY

OVERLOOK WAY

BREEZEWOOD WAY

ROCKY BAY ROAD

EIGHT MILE ROAD

WESTLAKE DRIVE
ΔΔ
Δ
SEE SHEET 3
0 40 80
SCALE: 1" = 40'
N
SEE SHEET 5
EXHIBIT 2
135

ADMIRAL COVE WAY

ROCKY BAY ROAD

WESTLAKE DRIVE
Δ

SEE BELOW
SEE SHEET 3

SEE ABOVE
LOT 11 (R1)
LOT 11 (R1)
SEE SHEET 4
0 40 80
SCALE: 1" = 40'
N
0 40 80
SCALE: 1" = 40'
N
EXHIBIT 2
136
EXHIBIT 2
137
City of Stockton
Legislation Text
File #: 24-0042, Version: 1

ADOPT A RESOLUTION TO EXECUTE A ONE-YEAR AGREEMENT WITH THE REGENTS OF

THE UNIVERSITY OF CALIFORNIA ON BEHALF OF ITS DAVIS CAMPUS SCHOOL OF

VETERINARY MEDICINE, KORET SHELTER MEDICINE PROGRAM IN SUPPORT OF THE

STOCKTON ANIMAL SHELTER

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

2. Authorize the City Manager or designee to execute this grant and all related documents to carry out the purpose and intent of the grant award;

3. Amend the Fiscal Year 2023-24 Annual Budget to increase the Police Special Grants Revenue Fund, Animal Shelter Funds’ revenue and expenditure appropriation by $200,000;

4. Authorize the City Manager or designee, to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Summary
On September 25, 2023, the City submitted an application to participate in a grant being offered in partnership between UC Davis Koret Shelter Medicine Program (KSMP) and the California for All Animals statewide animal shelter assistance program for $200,000. The proposed Shelter Services Agreement will fund two part-time rescue coordinators, two part-time foster coordinators, an off-site adoption trailer, and increase cat Trap Neuter Release (TNR) surgery days.

The City was notified of the approved grant award of $200,000 from the UC Davis KSMP in October 2023. Staff are requesting City Council amend the Fiscal Year (FY) 2023-24 budget to accept the allocated funds, appropriate revenue, and expenditure budgets within the Stockton Police Department (SPD) to support the Stockton Animal Shelter (SAS) services.

DISCUSSION
Background
With the SAS cat and dog adoption rates on the decline since 2019, euthanasia rates have increased City of Stockton Printed on 2/2/2024Page 1 of 3
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File #: 24-0042, Version: 1
from 4% in 2021 to 8% in 2022. The proposed Shelter Services Agreement aims to reduce the euthanasia rate and provide essential positions to ensure sick and injured animals are positively placed so that they can receive the necessary care to be ready for adoption.

In March of 2022, the City applied for a $5,000 grant being offered by the California for All Animals statewide animal shelter assistance program in partnership with UC Davis Koret Shelter Medicine Program (KSMP). The SAS was awarded $5,000 for microchips and vaccinations for up to 100 of the City’s unsheltered animal population. The California for All Animals team is dedicated to addressing the imbalance between the demands on California animal shelters and their capacity to care for animals in need by providing financial resources, training, and partnership opportunities with the goal of keeping animals with their people. The UC Davis KSMP is a privately funded program that relies on generous donations and has a mission to serve as change agents who inform and inspire shelter leaders to implement a humane, community-centered approach to animal care and shelter management.

The proposed Shelter Services Agreement will fund two part-time rescue coordinators, two part-time foster coordinators, an off-site adoption trailer, and increase TNR surgery days. The off-site adoption trailer will be a tremendous help in reaching more of the community as well as providing more exposure to the SAS’s adoptable animals. The two part-time rescue coordinator and two part-time foster coordinator positions will assist Stockton residents with one-to-one interactions with prospective family pets and free up much-needed space for incoming residents. These positions will work alongside Stockton residents to adopt more animals, providing them with safe and loving homes, opening more space for animals coming in, and connecting many lost animals with their families, preventing overcrowding in the SAS.

Lastly, increasing the monthly TNR surgery days will be very beneficial to many residents who aren’t able to attend the current days offered. Providing more monthly TNR surgeries will prevent unwanted pregnancies as well as overcrowding in the SAS.

Present Situation
With the current inflation, a substantial rise in veterinary care costs, and rising rents, families are opting not to adopt, putting the SAS at critical capacity and impacting the Live Release Rate. Funding two part-time rescue coordinators, two part-time foster coordinators, and an off-site adoption trailer, as well as providing more TNR surgeries, will greatly benefit the SAS and continually improve humane care and outcomes at the SAS. The SAS plans to hire limited-term part-time Program Specialist coordinators through the Human Resources Department’s recruitment process. As itemized in Exhibit A of Exhibit 1 to the Proposed Resolution, the estimated annual salary cost for each coordinator position is $44,855. The estimated annual cost for the increased TNR surgery days is $53,760, and the estimated annual cost for the off-site adoption trailer is $56,530, which will be procured in coordination with Public Works Fleet.

Without continued support for sheltering services, the improvements made to the SAS’s Live Release Rate over the last several years would suffer. Therefore, staff recommends approval of the UCD Shelter Services Agreement in the amount of $200,000 (Exhibit 1 to the Proposed Resolution).

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File #: 24-0042, Version: 1

FINANCIAL SUMMARY
The prepaid grant award of $200,000, with a no-match requirement, will have no fiscal impact on the General Fund or any other restricted fund. Funds will be received upon execution of the UCD Shelter Services Agreement. Funding will be received to and appropriated from the FY 2023-24 Police Department Special Grants Revenue Fund, Animal Shelter Fund Account.

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION ACCEPTING GRANT FUNDING, IN THE AMOUNT OF $200,000, FROM

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF ITS DAVIS

CAMPUS SCHOOL OF VETERINARY MEDICINE KORET SHELTER MEDICINE PROGRAM, AND AMENDING THE FISCAL YEAR 2023-24 ANNUAL BUDGET

The City of Stockton is eligible to receive $200,000 in prepaid grant funds from The Regents of the University of California (UC) on behalf of its Davis Campus School of Veterinary Medicine Koret Shelter Medicine Program (KSMP); and

The City was notified of the approved grant award of $200,000 from the UC Davis KSMP in October 2023; and

The Stockton Animal Shelter (SAS) will fund part-time staff, purchase an off -site adoption trailer, and increase cat Trap Neuter Release (TNR) surgery days ; now, therefore,

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

1. The City Council hereby accepts the grant award in the amount of $200,000 from the UC Davis KSMP.

2. The Fiscal Year 2023 -24 Annual Budget is amended to appropriate $200,000 in revenues and expenditures in the Police Department Special Grants Revenue Fund (280-282).

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

PASSED, APPROVED, and ADOPTED February 6, 2024 .

________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
141
UC Davis Agreement #_______
SHELT

ER SERVICES AGREEMENT
(Stockton Animal Shelter)
THIS
SHELTER SERVICES AGREEMENT (“Agreement”) is made and entered into as of the date last signed below by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“University”) on behalf of its Davis Campus School of Veterinary Medicine on behalf of its Koret Shelter Medicine Program (“Facility”) and STOCKTON ANIMAL SHELTER (“Shelter”) in connection with the California for All Animals statewide animal shelter assistance program (“Program”).

The par
ties agree as follows:

1. Shel
ter Services. Shelter shall adhere to the scope of work described in “Exhibit A”, attached hereto and by this reference made a part hereof (collectively the “Services” ). University shall reimburse Shelter for costs (“Expenses”) pursuant to Section 2 below and as outlined in Exhibit A. “Deliverables” shall consist of report (s) and photographs, as applicable, as more fully described in Exhibit A. Additional work shall be performed only if authorized in advance by written amendment to this Agreement executed by both parties. To the extent that any provision of Exhibit A is inconsistent with this Agreement, this Agreement shall take precedence.

2. Paym
ent by University. In consideration of Shelter’s Expenses as described in Exhibit A, Facility shall pay Shelter an amount not to exceed $200,000 upon invoice from Shelter and final signature of this Agreement . Payment questions should be addressed to Nancy Bei at telephone number (530) 754-9183 or at e-mail address [email protected].

3. Ter
m. Services shall be rendered from January 1, 2024 through December 31, 2024.

4. End
orsement Disclaimer. Nothing in this agreement shall be interpreted to indicate, imply, or otherwise suggest (i) that University supports, endorses, favors, or advances, any product or service offered, connected, or affiliated with Shelter; or (ii) that University endorses, favors, supports, or opposes, any proposal, measure, program of action, campaign, or public appeal that is advocated, promoted, advanced, or opposed by any other person or entity with respect to the subject matter presented by Shelter.

5. Ame
ndment. This Agreement may be amended at any time by amendment in writing and signed by the parties, and no other change in any term or condition shall be valid or binding unless made by amendment.

6. Mutua
l Indemnification. The parties agree to defend, indemnify and hold one another harmless from and a gainst any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising from the performance of this agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, agents, students, or employees.

EXHIBIT 1
142

7. Insura
nce. The parties at their own respective costs shall carry sufficient insurance, or programs of self-insurance (general liability, workers’ compensation, and auto liability), adequate to cover any claims arising from their respective activities under this Agreement.

8. Force Ma
jeure. Neither party shall be liable for damages suffered by the other party because of University’s or Shelter’s failure to perform if failure is due to any cause beyond that party’s control.

9. Relati
onship of the Parties. The parties to this Agreement shall be and remain at all times independent contractors, neither being the employee, agent, or representative of the other in their relationship under this Agreement.

10. Use of U
niversity’s Name. Shelter shall not use the name or mark of University in any form or manner in advertisements, reports, or other information released to the public without the prior written approval of University.

11. Contra
ct Compliance. As applicable, if this Agreement is funded wholly or in part with by a grant or contract from an agency of any state or federal government, Shelter shall comply with all terms and conditions applicable to recipients of such funds and their contractors.

12. Notice. A
ny notice, request, or inquiry regarding the provisions of this Agreement, its termination, or similar matters shall be directed to the appropriate party at the following address:

SHELTER (regarding contracts)
Harry Black
City Manager
City
of Stockton
425 N. El Dorado St.

Stockton, CA 9520
2 E-mail: [email protected]

SHELTER (regarding project)
Jeanetta McDonald / Ashley Kluza
Stockton Animal Shelter
City of Stockton
1575 S Lincoln St
Stockton, CA 95206
E-mail: [email protected]
UNIVERSITY (regarding contracts)
Business & Revenue Contracts
University of California, Davis
One Shields Ave.

Davis, CA 95616
E-mail: [email protected]
UNIVERSITY (regarding project)
Karol Tapias
School of Veterinary Medicine
University of California, Davis
One Shields Ave.

Davis, CA 95616
E-mail: [email protected]

13. Univer
sity's Right to Use Data. University shall have the unrestricted right to use for its own purposes, including publication, any data or information which may be developed, provided by or arising in connection with the performance of this Agreement.

14. Governi
ng Law. This Agreement shall be construed pursuant to California law.

Steven Kobayashi
EXHIBIT 1
143

15. Federal Exclusion Warranty. Shelter warrants that it is not excluded from participation in any governmental sponsored program, including, without limitation, the Medicare, Medicaid, or Champus programs (http://exclusions.oig.hhs.gov/search.html) and the Federal Procurement and Nonprocurement Programs (https://www.sam.gov/index.html/##11#1 ). This agreement shall be
subject to immediate termination in the event that Shelter is excluded from participation in any federal healthcare or procurement program.

16. Audit
Requirements. The Agreement, and any pertinent records involving activities related to the services provided pursuant to the terms and conditions of this Agreement, shall be subject to the examination and audit of the California State Auditor and any other duly authorized agents of the State of California for a period of three (3) years after the date of final payment hereunder.

Shelter hereby agrees to make all such records available during normal business hours to inspection, audit and reproduction by University and any duly authorized local, state and/or federal agencies. Any and all examinations and audits conducted hereunder shall be strictly confined to those matters connected with the performance of this Agreement, including, without limitation, the costs associated with the administration of this Agreement.

17. Ter
mination. University may terminate this Agreement at any time by giving Shelter thirty (30) calendar days’ written notice of such action. If this Agreement is terminated, Shelter shall retain any funds expended or committed for the purposes of this Agreement and will return any unexpended funds.

18. Ent
ire Agreement. This Agreement constitutes the entire understanding of the parties respecting the subject matter hereof and supersedes any prior understanding or agreement between them, written or oral, regarding the same subject matter.

AGREE
D:

STOCKTON ANIMAL SHELTER THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
By: B y:
(authorized signature)
Print name:

UC Davis
Title:

Date: D ate:

EXHIBIT 1
144
Exhibit A
Scope
of Work

1. Purpos
e of the work: Stockton Animal Shelter will increase their monthly TNR surgery days, will hire a Rescue Coordinator and a Foster Coordinator, and will purchase an off-site adoption trailer to increase adoptions.

2. Role
s and responsibilities of each party: Stockton Animal Shelter will provide historical data from 2018 to 2022, and annual data through 2026 to UC Davis Koret Shelter Medicine Program in support of the California for All Animals (CA4AA) program.

KSMP will support the shelter to comply with data requirements. No University equipment will be used.

3. Dates and times will the work be completed: Work will be completed during the contract period of January 1, 2024 through December 31, 2024.

4. Loca
tion where work will be performed: 1575 S. Lincoln St, Stockton, CA 95206

5. Requ
ired deliverables: One final report will be required upon completion of the program. Additional touch points during the grant will be discussed with project officer.

6. Project milestones: Program pilot to be completed by December 31, 2024.

7. Tota
l cost of the services: Total of services not to exceed $200,000. No construction costs will be funded through this grant.

Item
s:
• Staffing $89,710
• Spay/neuter surgeries $53,760
• Adoptions $56,530
Tot al expenses: $200,000

8. Payment schedule: Payment will be upon execution of the agreement.

9. Anti
cipated additional work: Additional work is not anticipated at this time.

EXHIBIT 1
145
City of Stockton
Legislation Text
File #: 23-1201, Version: 1

ADOPT RESOLUTION TO PURCHASE MISCELLANEOUS EQUIPMENT UTILIZED BY THE

MUNICIPAL UTILITIES DEPARTMENT

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

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

4. Authorize the City Manager to execute a contract in the amount of $1,725,347.27 with Link- Belt Cranes through affiliated vendor, Nixon-Egli Equipment Company of Tracy, CA, to purchase one 100-ton crane.

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

Summary
The Public Works Department recommends the purchase of new and replacement equipment utilized by the Municipal Utilities Department (MUD) through Sourcewell. Sourcewell is a public agency based in Minnesota that issues Cooperative Purchasing Agreements to simplify the procurement process for public agencies and take advantage of volume purchasing. Use of a Cooperative Purchasing Agreement streamlines administrative costs and procedures while maintaining the City of Stockton Printed on 2/2/2024Page 1 of 3
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File #: 23-1201, Version: 1
integrity of the competitive bidding process. The specifications for the one 100-ton crane, one front loader tractor, and two hydro-vac sewer cleaning trucks available through Sourcewell meet the City’s requirements for this type of equipment.

It is recommended that Council adopt a resolution authorizing the City Manager to execute three Cooperative Purchasing Agreements through Sourcewell, formerly National Joint Powers Alliance (NJPA), for a total of $3,354,526.94 for the purchase of one 100-ton crane, one front loader tractor, and two hydro-vac sewer cleaning trucks.

DISCUSSION
Background
The acquisition of the equipment will continue to support MUD, allowing them to complete their daily tasks. One 100-ton crane, one front loader tractor, and one hydro-vac sewer cleaning truck are all approved additions to the fleet. One hydro-vac sewer cleaning truck will replace an older unit that will be removed from service upon delivery of the new replacement unit.

The City’s replacement criteria for miscellaneous equipment, based on industry standards for performance and efficiency, is 15 years for small equipment and 20 years for large equipment.

Adherence to this standard replaces equipment before routine failures and breakdowns are experienced, reducing the demand for extensive mechanical repairs. The replacement standard increases the resources available for preventative maintenance and is critical to the availability and performance of all fleet equipment, which includes all public safety and emergency response vehicles. Fleet staff identified one piece of equipment that exceeds the age and/or has recurring mechanical or operational issues (Attachment A). All other acquisitions are additions to the Fleet and are reflected in the Vehicle Purchase and Replacement List.

Present Situation
The Public Works Department recommends the purchase of one 100-ton crane, one front loader tractor, and two hydro-vac sewer cleaning trucks utilizing Cooperative Purchasing Agreements with Sourcewell.

Sourcewell is a public agency based in Minnesota that serves as a municipal contracting agency to streamline the procurement process for public agencies and takes advantage of volume purchasing.

All Sourcewell contracts have been competitively bid, solicited nationally, reviewed, evaluated by a committee, and recommended to the Sourcewell Board of Directors for consideration of award. The use of these contracts is optional and is available to California State and local government agencies.

The recommended resolution authorizes the City Manager to execute three Cooperative Purchasing Agreements through Sourcewell, formerly NJPA, for a total of $3,354,526.94 for the following purchases:
· $1,725,347.27 with Link-Belt Cranes through affiliated vendor, Nixon-Egli Equipment Company of Tracy, CA, to purchase one 100-ton crane (Attachment B).

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File #: 23-1201, Version: 1
· $303,857.27 with John Deere Construction Retail Sales through affiliated vendor, Pape Machinery, Inc. of French Camp, CA, to purchase one front loader tractor (Attachment C). · $1,325,322.40 with Vactor Manufacturing through affiliated vendor, Owen Equipment of Fairfield, CA, to purchase two hydro-vac sewer cleaning trucks (Attachment D).

The equipment being replaced will be removed from the fleet and sold at public auction.

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

1. Sourcewell established Cooperative Purchasing Agreements for the purchase of equipment, including one 100-ton crane with Link-Belt Cranes, one front loader tractor with John Deere Construction Retail Sales, and two hydro-vac sewer cleaning trucks with Vactor Manufacturing.

2. Link-Belt Cranes, John Deere Construction Retail Sales, and Vactor Manufacturing Cooperative Purchasing Agreements were established pursuant to formal competitive bidding processes conducted by Sourcewell on behalf of its governmental members, of which the City is one.

3. Taking advantage of the leveraged procurement agreements negotiated by Sourcewell will save the administrative expense of City staff conducting separate procurements.

4. The specifications for the equipment available through the Sourcewell contracts meet the City’s requirements for their equipment type.

FINANCIAL SUMMARY
There is not sufficient funding in the MUD Equipment Acquisition Accounts for the purchase of one 100-ton crane in the amount of $1,725,347.27. The resolution includes appropriating funds in the amount of $480,000 from the Wastewater Utility Fund Balance; $240,000 to the MUD Equipment Acquisition Account and $240,000 to the Wastewater Pump Station Equipment Acquisition Account to provide sufficient funding to procure the 100-ton crane.

There are sufficient funds available in various MUD Vehicle and Equipment Acquisition, Account No. 6513-511-800004-600-000-00-65-000-000, for the purchase of one front loader tractor in the amount of $303,857.27 and Account No. 6520-000-800003-610-000-00-65-000-000, for the purchase of two hydro-vac sewer cleaning trucks in the amount of $1,325,322.40.

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

Attachment A - Vehicle Purchase and Replacement List
Attachment B - Quote from Nixon-Egli Equipment Company
Attachment C - Quote from Pape Machinery, Inc.

Attachment D - Quote from Owen Equipment
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Vehi
cle Purchase and Replacement List
Unit # Year Make Description Replacement
Reason Department Division/ Section Quote
(Attachments)
ADD 100-Ton Crane Municipal
Utilities Wastewater B
ADD Front Loader Tractor Municipal
Utilities
Delta Water
Treatment Plant C
5353 2011 IHC Hydro-Vac Sewer
Cleaning Truck Mechanical Municipal
Utilities Collection
D
ADD Hydro-Vac Sewer
Cleaning Truck
Municipal
Utilities Collection

ATTACHMENT A
149

www.nixon-egli.com

SO. CALIFORNIA: 2044 South Vineyard Avenue, Ontario, CA 91761 • (909) 930-1822 • FAX (909) 923-2356 NO. CALIFORNIA: 800 East Grant Line Road, Tracy, CA 95376 • (209) 830-8600 • FAX (209) 830-8884

City of Stockton December 7, 2023
1465 S Lincoln Street Quote Number- 100878R2 Stockton, CA 95206

Attention- Alanna Bindi City of Stockton Sourcewell ID : 26357 Reference- Link-Belt HTC 86110 Link -Belt Sourcewell ID: 011723-LIN

Dear Alanna Bindi,

We are pleased to quote you One Link-Belt HTC 86110 equipped as follows:

Standard Unit:

BASE MACHINE DESCRIPTION (BASE ITEM)
BASE MACHINE F.O.B. LEXINGTON, KENTUCKY
Entire machine is pre-painted, and oven baked with a high solids paint (2 part epoxy primer/2 part polyurethane top coat).

CARRIER STRUCTURES

CHASSIS
8x4x4 drive/steering, 8 ft - 6 in. (2.59 m) wide, all welded box frame design, daytime running lights and complete travel light package with back-up alarm, right side and back-up viewing cameras, full deck aluminum fenders with mud flaps, lifting and tie down locations, and front and rear towing shackles.

OUTRIGGERS
Four dual stage beams with Confined Area Lifting Capacities CALC provide selectable outrigger extensions of full, intermediat e and retracted. Hydraulically controlled from the operator's cab and on both sides of chassis with integral check valves and quick release "stow 'n go" 23.5" x 27.25" (59.7 cm x 69.2 cm) hexagonal steel pontoons. A fifth front bumper outrigger is hydraulically controlled from the operator's cab and at the front bumper of carrier with integral check valve and self -stowing 14.75 inch (37.5 cm) diameter steel pontoon.

SUSPENSION
Front and rear Air-Ride bogie beam.

AXLES
Axles 1 and 2 are hydraulic assist rack and pinion steering. Axles 3 and 4 are driven during on/off -highway travel. The drive axles have an inter-axle differential lockout.

BRAKES
Air actuated anti-lock (ABS) drum brakes on all wheels with spring applied / air released parking brakes on axles 2, 3, and 4.

TIRES
Four (single) 445/65R22.5 radials front and eight (dual) 315/80R22.5 radials rear mounted on aluminum disc wheels.

ENGINE
Diesel, and 12 volt start / 12 volt charging. [Note: brand, displacement, horsepower, block heater, and emission compliance l isted in base item description.]

TRANSMISSION
ZF automated transmission with 12 speeds forward and 2 speed reverse.

PUMPS AND HYDRAULICS
6 gear type pumps, 3 pumps have a air-actuated disconnect. O-ring face seal componentry throughout with oil cooler.

ATTACHMENT B
150

www.nixon-egli.com

DRIVER'S CAB
Single occupancy, environmental cab of LFC-2000 construction process. Includes fully enclosed modular compartment sealed with acoustical fabric lining, tinted safety glass for full vision, roll down left side window for ventilation, right side window, front window wipers and washer, engine instrumentation panel, cruise control, six way adjustable air -ride seat, seat belt, fire extinguisher, rear view mirrors, tilt steering wheel, air conditioning, overhead console with AM/FM radio, and engine dependent warm -water heater with defroster.

GENERAL CARRIER ITEMS
Four storage compartments, boom dolly/trailer electrical and air provisions, amber strobe light, clearance flags, left and ri ght side air hose connection ports, left and right side bubble levels and 95 gallon (359.6 L) fuel tank with fuel water separator.

REVOLVING UPPERSTRUCTURE

UPPER FRAME
All welded high strength steel frame with precision-machined surfaces for all components.

MAIN WINCH
Model 2M two speed, power up / power down winch package includes independent hydraulic controlled / pilot operated axial pist on motor with disable switch, planetary gear reduction unit, automatic controlled spring applied / hydraulic released multiple disc brake, viewing camera and electronic drum rotation indicator. Drum includes grooved laggings and are mounted on anti -friction bearings.

Provisions for future addition of auxiliary winch provided.

WIRE ROPE
730 ft. (222.5 m) of 19 mm (0.75 in.) 37x7 non rotating (Type KC) rope.

SWING
Includes independent electro-hydraulic controlled / pilot operated fixed displacement motor, planetary gear reduction unit, spring applied hydraulic released 360 degree multi-plate park brake, audio swing alarm, right side viewing camera, two position posi tive house lock, and free swing mode.

COUNTERWEIGHT
16,000 lbs (7.2 mt) of total counterweight consisting of four, hydraulically removable counterweights with capacities for 0 l bs (0 mt), 4,000 lbs (1.8 mt), 8,000 lbs (3.6 mt), 12,000 lbs (5.4 mt), and 16,000 lbs (7.2 mt) counterweight configurations.

OPERATOR'S CAB
Single occupancy, 0° to 20° tilting, environmental cab of galvaneal steel construction. Includes fully enclosed modular compa rtment sealed with acoustical fabric lining, tinted safety glass for full vision, sliding operator's door, sliding right side and rear window, swing up roof window with wiper, front window wiper and washer, circulating fan, engine instrumentation panel, six way adjustable s eat, seat belt, fire extinguisher, rear view mirror, Link-Belt Pulse operating system including rated capacity limiter (anti-two block with function kick-out) with internal light bar and boom extend mode controller, foot throttle, arm chair dual axis (joystick) electronic controllers, outrigger sight level bubble and hand held outrigger control, cabwalk, cab mounted work lights, air conditioning, AM/FM radio with Bluetooth, and diesel fired warm-water heater with defroster.

GENERAL UPPERSTRUCTURE ITEMS
Fine metering, left side folding guardrail, and four (4) high intensity work lights.

TELESCOPIC BOOM
BOOM
38 to 164 ft (11.5 to 50.0 m) pin & latch six section boom with quick reeve head machinery and selectable extension modes, five nylon head sheaves, deflector pads, mechanical boom angle indicator, wind speed indicator, two (2) adjustable boom floodlights, one (1) remote controlled boom floodlight, aviation obstruction marking light and flag, and boom dolly connection.

BOOM HOIST SYSTEM
One double acting cylinder with holding valve. Boom float kit for use with boom dolly.

ATTACHMENT B
151

www.nixon-egli.com

WARRANTY
12 month UNLIMITED hours material and workmanship - "See Link-Belt website under Service, Warranty statements, for details"

Options Included in Pricing Below:

 ICRANE - iCraneTrax Lite - A free 24-month subscription to Link-Belts telematics network. The network delivers real-time and historical data from anywhere you have an internet connection, and theres no obligation to share your data with the deale r or the factory. Setup your secure account at www.icranetrax.com/lbce. Note: International data dependent on cellular service.

N/C
 PREFER - Link-Belt Preferred - A free comprehensive library of on-line manuals, schematics, and bulletins for new and older Link-Belt cranes. There are also calculators for ground bearing, and operating costs. Sign up and start taking advantage of this and more at www.linkbelt.com. N/C
 3DLIFT - 3D Lift Planning - Create, save, view, and print three dimensional lift plans from anywhere you have an internet connection. There are no special software downloads and this service is free to Link- Belt crane owners. Create your own user secure account at www.3dliftplan.com. N/C
 1320 - REAR AIR RIDE LIFT SYSTEM - A cylinder controlled from the ground control outrigger stations located on each side of the carrier raises the rear air-ride suspension for improved ground clearance. $3,920  1260 - FILTER KIT (EPA 2020) - Includes an extra set of air, fuel, DEF, and oil filters for the EPA 2020 on-highway engine. $940
 1100B - 50 State emissions compliant Cummins X12 diesel on-highway engine. EPA 2022/CARB 2022 Compliant. (Note:

REQUIRED FOR SALE IN CALIFORNIA, PENNSYLVANIA, AND NEW JERSEY) NET PRICE - NO DISC $1,550  1410A - SPARE TIRE AND ALUMINUM DISC WHEEL - 445/65R22.5 (Note: Not mounted to the crane) $4,950  1430 - TIRE INFLATION - Includes an air hose long enough to reach all of the tires, a quick disconnect, moisture block, pressure gauge, bleeder valve, and air chuck. Supplements the two (2) standard air hose connections. $620  2020D - 48,600 LBS (22.0mt) OF COUNTERWEIGHT - [32,600 lbs (10.7mt) in addition to standard counterweight]-may effect roadability $57,700
 2200A - AUXILIARY WINCH - Model 2M two speed, power up / power down, piston motor with automatic brake, electronic drum rotation indicator, shutdown switch, grooved lagging, and 600 ft. (182.88 m) of 19 mm (0.75 in) diameter 37 x 7 non rotating (Type KC) wire rope. $39,740
 2220A - HOIST DRUM FOLLOWER - MAIN AND AUXILIARY - Spring tensioned roller that applies pressure on the cable to maintain uniform wraps on the drum. $3,790
 2250B - 1ST LAYER INDICATOR AND 3RD WRAP FUNCTION KICK-OUT - MAIN AND AUXILIARY - Visual and audible indicators in the operators cab warns when the wire rope is on the first/bottom layer and kick- outs when the wire rope is down to the last three wraps. $5,730

ATTACHMENT B
152
www.nixon-egli.com
SO. CALIFORNIA: 2044 South Vineyard Avenue, Ontario, CA 91761 • (909) 930-1822 • FAX (909) 923-2356 NO. CALIFORNIA: 800 East Grant Line Road, Tracy, CA 95376 • (209) 830-8600 • FAX (209) 830-8884  2616 - RCL EXTERNAL LIGHT BAR - Mounts on the operators cab and informs the ground crew when lift capacities are less than 90% (green), 90 to 100% (yellow), and 100% plus (red). $1,060  2640B - AMBER STROBE LIGHT - One (1) LED light that produces a pulse flash pattern and mounts on a post behind the operators cab. $1,040
 2740B - SINGLE AXIS ELECTRONIC CONTROLLERS - Four (4) single axis controllers instead of the standard two (2) dual axis joystick controllers. N/C
 3010 - AUXILIARY LIFTING SHEAVE [Required for base rating lift] $3,280  3510C - 10 ft TO 35 ft TO 58 ft (3.0m TO 10.67m TO 17.68m) MANUALLY OFFSETTABLE THREE PIECE [BI-FOLD] LATTICE FLY - features Link-Belt Power Pinning with assist tools and hand crank. 1/2-inch Square Drive Cordless Impact Wrench is available through the Parts department, Part # 3P 1744. $94,430  9000L - 10 TON (9.07 METRIC TON) SWIVEL HOOK AND BALL [Weight: 584 lbs (265kg)] $2,930  9000N 60-TON (54.43 METRIC TON) 3 SHEAVE QUICK REEVE HOOK BLOCK WITH SAFETY LATCH [Weight:
1,150 lbs (523kg)] $13,070
Lis
t Sales Price: $1,640,950.00
3% Price Increase: $49,228.50
Sourcewell Discount : - $365,078.56
Sales Price with Discount: $1,325,099.94
Dealer Items: $76,437.00
10% CARB Regulation Delay Price Increase:$175,387.16

9.00% Sales Tax: $141,923.17
Delivery Freight: $6,500. 00
Sales Price Total: $1,725,347.27
Th
e above price(s) are valid for 80 days.
10 % CARB Regulation Delay Price Increase is an estimated amount due to current CARB diesel engine regulation. This amount is subject to increase or decrease dependent on the timeframe of a CARB approved diesel engine for the quoted crane.

De
aler items include: PDI/DMV Registration/Start Up Training/ Inbound Freight from Manufacture, Crane Certification, Crane Profile, Factory Inspection, 3/8” Impact Power Tool for Lattice Fly Due
to the current supply chain and rising inflation, pricing is subject to change prior to delivery.

Cr
ane will be driven from Lexington, KY to Tracy, CA and counterweight will be delivered via heavy haul (2 loads) Cr
ane will be driven from Tracy, CA to Stockton, CA and counterweight will be delivered via heavy haul (2 loads) Tha
nk you for the opportunity to quote on your equipment needs. Should you have any further questions, please feel free to contact me.

Si
ncerely,
NIXON-EGLI EQUIPMENT CO.

Sean Hines
Sean Hines (510) 318-2799
Municipal Area Manager

ATTACHMENT B
153
Date: 08 August 2023 Offer Expires: 29 February 2024
Confidential
29385680Quote Id:

Prepared For:

CITY OF STOCKTON MUNICIPAL SERVICE CENTER
Prepared By: BRIAN HEAVEY
Pape Machinery, Inc.
8621 S El Dorado Street
French Camp, CA
95231
Tel: 209-983-8122
Mobile Phone: 209-247-5317
Fax: 209-983-1105
Email: [email protected]

ATTACHMENT C
154
Salesperson : X ______________ Accepted By : X ______________ Confidential
Quote Summary
Prepared For:

CITY OF STOCKTON MUNICIPAL SERVICE CENTER
1465 S LINCOLN ST
STOCKTON, CA 95206
Business: 209-937-8321
Prepared By:

BRIAN HEAVEY
Pape Machinery, Inc.
8621 S El Dorado Street
French Camp, CA 95231
Phone: 209-983-8122
Mobile: 209-247-5317
[email protected]
This sale is subject to Papé’s Terms and Conditions of Sale effective on the date hereof, which are incorporated in full by this reference. The Terms and Conditions of Sale are available at www. pape.com/terms , and will also be sent by mail or e-mail to the purchaser upon request.

John Deere Sourcewell Contract # 011723-JDC
City of Stockton Sourcewell Customer # 26357
Quote Id: 29385680
08 August 2023
07 December 2023
Created On:

Last Modified On:

Expiration Date: 29 February 2024
Equipment Summary Suggested List Selling Price Qty Extended JOHN DEERE 624 P-Tier Wheel
Loader
$ 411,798.00 $ 424,106.00 X 1 = $ 424,106.00
Sourcewell Discount (38%) $ -156,483.24 $ -161,160.28 X 1 = $ (161,160.28) Inbound freight, setup, delivery $ 12,780.00 $ 12,800.00 X 1 = $ 12,800.00 Extended warranty: 36 months / 5000
hours Power Train + Hydraulics
$ 3,016.00 $ 3,016.00 X 1 = $ 3,016.00
Equipment Total $ 278,761.72
Quote Summary
Equipment Total $ 278,761.72
CA Tire Fee $ 7.00
SubTotal $ 278,768.72
Sales Tax - (9.00%) $ 25,088.55
Total $ 303,857.27
Down Payment (0.00)
Rental Applied (0.00)
Balance Due $ 303,857.27

ATTACHMENT C
155
Selling Equipment
Quote Id: 29385680 Customer: CITY OF STOCKTON MUNICIPAL SERVICE CENTER Confidential
JOHN DEERE 624 P-Tier Wheel Loader
Hours:

Stock Number:

Suggested List
$ 411,798.00
Code Description Qty
6041DW 624 P Wheel Loader 1
Standard Options - Per Unit
183E JDLink™ 1
0202 United States 1
0259 English 1
0351 Translated Text Labels 1
0402 Agriculture Material Handling 1
0451 Standard Z-BAR 1
0613 Level 3 Trim 1
0668 Level 2 Performance (Agriculture) 1
0951 Rear Camera (Primary Display) 1
1100 Less Detection System 1
1301 Left Side Steps 1
2201 Less Payload Scale w/ Cycle Counter 1
4095 John Deere 6.8L - FT4/SV 1
5121 No Brand Preference - 20.5R25 L3 1-
Star Radial Tires w/ 3 PC Rims
1 5554 Full Coverage Front & Rear Fenders w/
Mudflaps
1 6522 Rear Counterweight & Rear Hitch w/
Pin
1 7026 Joystick Controls 1
7054 Three Function Hydraulics 1
7403 Hydraulic Coupler - JRB 416 Pattern 1
7458 Bolt-On Cutting Edge 1
7501 60 Inch (1524mm) Wide Fork Frame 1
7702 60 Inch (1524mm) Construction Tines 1
7827 3.50 YD (2.70 CM) Enhanced
Performance
1 7843 5.25 YD Light Material bucket JRBQC 1
8015 20.5R25 L3 1-Star Radial Tires w/ 3
PC Rims - No Brand Preference
1 8082 Electrical Corrosion Prevention
Package
1 8295 Heated And Powered Exterior Mirrors 1
8501 Debris Package 1
8502 Maintenance and Service Package 1

ATTACHMENT C
156
Selling Equipment
Quote Id: 29385680 Customer: CITY OF STOCKTON MUNICIPAL SERVICE CENTER Confidential
8508 Auxiliary Equipment Package 1
Sourcewell Discount (38%)
Equipment Notes:

Hours: 0
Stock Number:

Suggested List
$ -156,483.24
Code Description Qty
* Sourcewell Discount (38%) 1
Inbound freight, setup, delivery
Equipment Notes:

Hours: 0
Stock Number:

Suggested List
$ 12,780.00
Code Description Qty
* Inbound freight, setup, delivery 1
Extended warranty: 36 months / 5000 hours Power Train + Hydraulics Equipment Notes:

Hours: 0
Stock Number:

Suggested List
$ 3,016.00
Code Description Qty
* Extended warranty: 36 months / 5000
hours Power Train + Hydraulics
1 ATTACHMENT C
157
Notice: When operated in California, any off-road diesel vehicle may be subject to the California Air Resources Board In-Use Off- road Diesel Vehicle Regulation. It therefore could be subject to retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at:
http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm.

ATTACHMENT C
158
Rus
s Knight
Tel: 707-290-9093
Quote Number: 2023-53779 1 of 9
Presents a Proposal Summary
of the
210
0i
Combination Single Engine Sewer Cleaner with Positive Displacement Vacuum System Mounted on a 2024 Freightliner 114SD
for
City of Stockton
Contact #
101221-VTR | Maturity Date: 2025-11-29

ATTACHMENT D
159

Quote Number: 2023-53779 2 of 9

PRODUCT DESCRIPTION

· 2100i with Roots 824-18" Hg. Blower, 15 Yard Debris body, 1500 Gallons of Fresh Water

STANDARD FEATURES

· Aluminum Fenders
· Mud Flaps
· Electric/Hydraulic Four Way Boom
· Color Coded Sealed Electrical System
· Intuitouch Electronic Package
· Double Acting Dump Hoist Cylinder
· 3" Y-Strainer at Water Pump Inlet
· Ex-Ten Steel Cylindrical Debris Tank
· Flexible Hose Guide
· (3) Nozzles with Carbide Inserts w/Rack
· Suction Tube Storage - 4 Pipe
· 1" Nozzle Pipe
· 10' Leader Hose
· Flat Rear Door w/Hydraulic Locks
· Dual Stainless Steel Float Shut Off
· Debris Body Vacuum Relief System
· Debris Deflector Plate
· 60" Dump Height
· Additional Water Tank Sight Guage
· Liquid Float Level Indicator
· Boom Transport Post Storage
· 3" Y-Strainer @ Water Pump
· 1" Water Relief Valve
· Microstrainer Prior to Blower
· Midship Handgun Coupling
· Side Mounted Water Pump
· Hose Wind Guide (Dual Roller)
· Hose Reel Manual Hyd. Extend/Retract
· Hose Reel Chain Cover (Full)
· Hydraulic Extending 15", Rotating Hose Reel, 1" x 1000' Capacity · Tachometer & Hourmeter/Blower
· Circuit Breakers
· LED Lights. Clearance, Back-Up, Stop, Tail & Turn
· Tow Hooks, Front and Rear
· Electronic Back-Up Alarm
· Module Paint, Dupont Imron Elite - Sanded Primer Base · 7" Vacuum Pipe Package
· Emergency Flare Kit
· Fire Extinguisher 5 Lbs.
· Fixed Rear Door Pipe Rack, 7" Pipe
· Subframe Mounted, 2-Pipe Rack, 7"
· Low Water Alarm with Water Pump Flow Indicator
· Joystick Boom Control
· Rodder System Accumulator- Jack Hammer on/off control w/ manual valve · Digital Hose Footage Counter
· Water Pump Hour Meter
· PTO Hour Meter
· Hydraulic Oil Temp Alarm
· Digital Water Pressure Gauge
· Vactor Standard Manual and USB Version - 1 + Dealer

ATTACHMENT D
160

Quote Number: 2023-53779 3 of 9

ADDITIONAL FEATURES

· 48" x 22" x 24" Curb Side Aluminum Toolbox with Lighting · Roots 824-18" Hg. Blower
· 180 deg. 10' x 15' Rapid Deployment Boom
· RDB Washout Coupling
· 80 GPM Variable Flow Water System
· 2500 PSI Water Pressure
· Hydraulic Cooling Package
· 1" x 800' Piranha Sewer Hose, 2500 PSI
· Debris Body Washout
· 6" Knife Valve w/Cam-Loc, Rear Door, 3:00 Position
· 6" Rear Door Knife Valve w/Camloc w/Port, 6:00 position · Full Rear Door Swinging Screen
· Centrifugal Separators (Cyclones)
· Folding Pipe Rack, Curbside, 7" Pipe
· Folding Pipe Rack, Streetside, 7" Pipe
· Rear Door Splash Shield
· Lube Manifold
· Plastic Lube Chart
· Final Filter and Silencer Ball Valve Drains
· Hot Shift Blower Drive (automatic transmission)
· Bellypack Wireless Controls with hose reel controls, 2-way communications, and LCD Display · Rotatable Boom Inlet Hose
· Anti Splash Valve, Body Inlet
· Handgun Couplers, Front and Rear
· Hydro Excavation Kit - Includes Lances w/ Shield, Nozzles, Storage Tray, and Vacuum Tube · Hose Wind Guide (Dual Roller), Auto, Non-Indexing
· Rodder Hose Pinch Roller
· High Pressure Hose Reel
· Lateral Cleaning Kit w/150' Hose and Nozzle, 25 GPM/2000 PSI at side · Rodder Pump Drain Valves
· Rear Directional Control, LED Arrowstick
· Wireless, Waterproof, Rechargable, Handheld, LED Spot Light w/12V Charger · Rear Mounted, LED Beacon Light w/ Limb Guard
· Front Mounted, LED Beacon Light w/Limb Guard
· 14 Lighting Package, 14 Federal Signal Strobe Lights, LED · LED Mid-Ship Turn Signals
· Worklights (2), LED,Boom
· Worklights (2), LED, Rear Door
· Worklight, LED, Operators Station
· Worklight, LED, Hose Reel Manhole
· Worklight, LED, Curb Side
· Worklight, LED, Street Side
· Hose Reel Wrapped for Delivery
· Toolbox, Front Bumper Mounted, 16 x 12 x 18 w/(2) LED Side Markers · Behind Cab Toolbox with Lighting
· Toolbox, Driver Side Chassis Frame, 24w x 24h x 24d, with Lighting · Toolbox, Driver Side Subframe, 18w x 24h x 24d, with Lighting · (4) Long Handle Tool Storage Locations Behind Cab
· Camera System, Front, Rear and Both Sides
· Safety Cone Storage Rack - Post Style
· Additional Safety Cone Storage Rack - Post Style
· Digital Water Level Indicator
· Digital Debris Body Level Indicator
· Blower High Temperature Safety Shutdown
· 1 Printed Full Vactor Manual

ATTACHMENT D
161

Quote Number: 2023-53779 4 of 9 · Vactor Standard Manual and USB Version – 1
· Boom out of position alarm
· Body out of position alarm

ATTACHMENT D
162

Quote Number: 2023-53779 5 of 9

ATTACHMENT D
163

Quote Number: 2023-53779 6 of 9 TOTAL Price for 2 Vactor 2100i’s,………………….……..………………………………….…$1,215,860.00 DELIVERY AND IN–SERVICE Training ……………………………………………………. INCLUDED LICENSING AND REGISTRATION …………………………………………………………. INCLUDED TAX 9.0%..........................................................................................................................................$109,427.40 CA Tire Fee…………………….. …………………………………………………………………$35.00
TOTAL FOB STOCKTON.……………………………………………………..……….…….....$1,325,322.40

THE PROPERTY HEREIN IS GUARANTEED BY MANUFACTURER'S WARRANTY ONLY AND SELLER MAKES NO WARRANTY EXPRESSED

OR IMPLIED, OF MERCHANTABILITY OR OTHERWISE, OR OF FITNESS FOR ANY PARTICULAR PURPOSE, THAT EXTENDS BEYOND THE ABOVE DESCRIPTION OF THE EQUIPMENT.

NOTE: Price is good for 60 Days. Cost increases due to the addition of Government mandated safety or environmental devices incurred after the date of this proposal, will be charged to you at our cost. Proof of such costs, if any, will be documented.

TAXES: SALES TAX applicable at time of delivery will be shown on our invoice. FEDERAL EXCISE TAXES, if applicable, will require payment unless a properly executed Exemption Certificate is submitted.

DELIVERY: 12-14 Months ARO TERMS: Net 10 or Approved Lease

If you have any questions, please give me a call at (707)290-9093.

Sincerely,

Russell Knight
Russell Knight
CA Regional Manager

ATTACHMENT D
164

QuoteNumber:2023-53779 7 of 9

LIMITED WARRANTY

Limited Warranty. Each machine manufactured by VACTOR MANUFACTURING (or, "the Company") is warranted against defects in material and workmanship for a period of 12 months, provided the machine is used in a normal and reasonable manner and in accordance with all operating, maintenance and safety instructions. In addition, certain machines and components of certain machines have extended warranties as set forth below. If sold to an end user, the applicable warranty period commences from the date of delivery to the end user. If used for rental purposes, the applicable warranty period commences from the date the machine is first made available for rental by the Company or its representative. This limited warranty may be enforced by any subsequent transferee during the warranty period. This limited warranty is the sole and exclusive warranty given by the Company.

STANDARD EXTENDED WARRANTIES (Total Warranty Duration)
2100 Series, HXX Series and Jetters 10 years against water tank leakage due to corrosion. Nonmetallic water tanks are covered for 5 yrs. against any factory defect in material or workmanship. 2100 Series, HXX Series and Guzzler only 5 years against leakage of debris tank, centrifugal compressor or housing due to rust-through.
2100 Series and Jetters 2 years - Vactor Rodder Pump
Exclusive Remedy. Should any warranted product fail during the warranty period, the Company will cause to be repaired or replaced, as the Company may elect, any part or parts of such machine that the Company's examination discloses to be defective in material or factory workmanship. Repairs or replacements are to be made at the selling Company's authorized dealer's or distributor's location or at other locations approved by the Company. In lieu of repair or replacement, the Company may elect, at its sole discretion, to refund the purchase price of any product deemed defective. The foregoing remedies shall be the sole and exclusive remedies of any party making a valid warranty claim.

This Limited Warranty shall not apply to (and the Company shall not be responsible for):

1. Major components or trade accessories that have a separate warranty from their original manufacturer, such as, but not limited to, trucks and truck chassis, engines, hydraulic pumps and motors, tires and batteries.

2. Normal adjustments and maintenance services.

3. Normal wear parts such as, but not limited to, oils, fluids, vacuum hose, light bulbs, fuses and gaskets.

4. Failures resulting from the machine being operated in a manner or for a purpose not recommended or not in accordance with operating, maintenance or safety instructions provided by the Company.

5. Repairs, modifications or alterations without the express written consent of the Company, which in the Company's sole judgment, have adversely affected the machine's stability, operation or reliability as originally designed and manufactured.

6. Items subject to misuse, negligence, accident or improper maintenance. *NOTE* The use in the product of any part other than parts approved by the Company may invalidate this warranty. The Company reserves the right to determine, in its sole discretion, if the use of non-approved parts operates to invalidate the warranty. Nothing contained in this warranty shall make the Company liable for loss, injury, or damage of any kind to any person or entity resulting from any defect or failure in the machine.

THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND TO THE EXTENT

PERMITTED, CONFERRED BY STATUTE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AGAINST FAILURE OF ITS ESSTENTIAL PURPOSE, ALL OF WHICH ARE DISCLAIMED.

This warranty is in lieu of all other obligations or liabilities, contractual and otherwise, on the part of the Company. For the avoidance of doubt, the Company shall not be liable for any indirect, special, incidental or consequential damages, including, but not limited to, loss of use or lost profits. The Company makes no representation that the machine has the capacity to perform any functions other than as contained in the Company's written literature, catalogs or specifications accompanying delivery of the machine. No person or affiliated company representative is authorized to alter the terms of this warranty, to give any other warranties or to assume any other liability on behalf of the Company in connection with the sale, servicing or repair of any machine manufactured by the Company. Any legal action based hereon must be commenced within eighteen (18) months of the event or facts giving rise to such action.

The Company reserves the right to make design changes or improvements in its products without imposing any obligation upon itself to change or improve previously manufactured products.

VACTOR MANUFACTURING
1621 S. Illinois Street
Streator, IL 61364

ATTACHMENT D
165

TERMS AND CONDITIONS

Quote Number:2023-53779 8 of 9 ORDERS: All orders are subject to acceptance by Vactor Manufacturing, Inc. or Guzzler Manufacturing, Inc. (hereafter referred to as Vactor). Orders for products not normally carried in stock or requiring special engineering or manufacturing is in every case subject to approval by Vactor's Management.

PRICES: All orders are subject to current prices in effect at the time of order acknowledgement.

F.O.B. Point: Unless otherwise stated, all prices listed are F.O.B. factory.

PAYMENT TERMS: The company's payment terms are due
upon receipt, unless otherwise stated. However, until such time as Vactor receives full payment, Vactor shall maintain a purchase money security interest in the product.

CANCELLATION: Orders cannot be cancelled except upon
terms that will compensate Vactor for any loss or damage sustained. Such loss will be a minimum of 10% of the purchase price.

SHIPMENT: All proposals are based on continuous and
uninterrupted delivery of the order upon completion, unless specifications distinctly state otherwise. In the event that agreement is reached for Vactor to store completed items, they will be immediately invoiced to the customer and become due and payable. Storage shall be at the risk of the customer and Vactor shall be liable only for ordinary care of the property.

STORAGE CHARGES: Vactor shall charge the customer at
current rates for handling and storing customer's property (e.g. truck chassis) held for more than thirty (30) days after notification of availability for shipment. All customer's property, or third party's property, that is stored by Vactor is at the customer's or other party's risk. Vactor is not liable for any loss or damage thereto caused by fire, water, corrosion, theft, negligence, or any caused beyond its reasonable control.

PERFORMANCE: Vactor shall not be liable for failure to complete the contract in accordance with its terms if failure is due to wars, strikes, fires, floods, accidents, delays in transportation or other causes beyond its reasonable control.

EXPERIMENTAL WORK: Work performed at customer's
request such as sketches, drawings, design, testing, fabrication and materials shall be charged at current rates.

SKETCHES, ENGINEERING DRAWINGS, MODELS and
all preparatory work created or furnished by Vactor, shall remain its exclusive property; and no use of same shall be made nor may ideas obtained therefrom be used except with the consent of and on terms acceptable to Vactor.

TAXES: Buyer's final cost shall include all applicable sales and use taxes, including all sales and use taxes attributable to any changes made to Buyer's initial order placed hereunder or to any changes to applicable sales and use tax laws. However, Vactor Manufacturing, Inc. shall be responsible for Federal Excise Tax (F.E.T.) unless it is separately stated on the invoice and added to the selling price. If F.E.T. is not separately stated on the invoice it has not been included in the price and Vactor will pay any F.E.T. due itself and bear the cost of the tax. Any refunds or adjustments to the F.E.T. in such cases belong to Vactor.

PRODUCT IMPROVEMENTS: Vactor reserves the right to
change manufacturing specifications and procedure in
accordance with its product improvement policy.

MOUNTING PRICES: Mounting prices assume normally
factory installation on a truck chassis suitable for the unit purchased. Relocation of batteries, fuel tanks, mufflers, air tanks, etc. will be an additional charge, billed at the standard factory labor rate.

WARRANTY: Vactor warrants its products to be free from
defects in material and workmanship for a period of 12 months, subject to the limitations and conditions set forth in its current published warranty. Other than those expressly stated
herein. THERE ARE NOT OTHER WARRANTIES OF ANY

KIND EXPRESS OR IMPLIED, AND SPECIFICALLY

EXCLUDED BUT NOT BY WAY OF LIMITATION, ARE

THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE AND MECHANTABILITY.

IT IS UNDERSTOOD AND AGREED THE VACTOR'S

LIABILITY WHETHER IN CONTRACT, IN TORT,

UNDER ANY WARRANTY IN NEGLIGENCE OR

OTHERWISE SHALL NOT EXCEED THE RETURN OF

THE AMOUNT OF THE PURCHASE PRICE PAID BY

THE PURCHASER AND UNDER NO CIRCUMSTANCES

SHALL VACTOR BE LIABLE FOR SPECIAL,

INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. THE PRICES STATED FOR THE

EQUIPMENT IS A CONSIDERATION IN LIMITING
VACTOR'S LIABILITY. NO ACTION REGARDLESS

OF FORM, ARISING OUT OF THE TRANSACTION OF

THE AGREEMENT MAY BE BROUGHT BY

PURCHASER MORE THAN ONE YEAR AFTER THE
CAUSE OF ACTION HAS OCCURRED.

VACTOR'S MAXIMUM LIABILITY SHALL NOT

EXCEED AND BUYER'S REMEDY IS LIMITED TO

EITHER (I) REPAIR OR REPLACEMENT OF THE

DEFECTIVE PART OF PRODUCT, OR AT VACTOR'S

OPTION (II) RETURN OF THE PRODUCT AND

REFUND OF THE PURCHASE PRICE AND SUCH

REMEDY SHALL BE BUYER'S ENTIRE AND
EXCLUSIVE REMEDY.

ATTACHMENT D
166

TERMS AND CONDITIONS

Quote Number:2023-53779 9 of 9 CHOICE OF LAW: These terms and conditions shall be
construed according to the laws of the State of Illinois. Failure at anytime by Vactor to exercise any right of its rights under this agreement shall not constitute a waiver-thereof nor prejudice Vactor's right to enforce it thereafter.

COMPLETE AGREEMENT: These terms and conditions,
contain the complete and final agreement between the parties hereto and no other agreement in any way modifying any of these terms and conditions will be binding on Vactor unless in writing and agreed to by an authorized representative of Vactor. All proposed terms included in Buyer's purchase order or other standard contracting documents are expressly rejected.

I agree with the above terms and conditions:
___________________________

Date: ______________

ATTACHMENT D
167
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND COOPERATIVE PURCHASING

AGREEMENTS THROUGH SOURCEWELL FOR THE PURCHASE OF

MISCELLANEOUS EQUIPMENT UTILIZED BY THE MUNICIPAL UTILITIES

DEPARTMENT

Sourcewell is a public agency based in Minnesota that serves as a municipal contracting agency. The use of these contracts is optional and is available to California State and local government agencies; and

Sourcewell has a contract with Link-Belt Cranes, John Deere Construction Retail Sales, and Vactor Manufacturing for preferential pricing of miscellaneous pieces of equipment. The specifications for the unit s through the Sourcewell contract s meet the City’s requirements for their equipment type; and

The Cooperative Purchasing Agreements that include Nixon-Egli Equipment Company, Pape Machinery, Inc., Owen Equipment, and other vendors was established pursuant to formal competitive bidding processes conducted by Sourcewell on behalf of its governmental members, of which the City is one; and

The Fiscal Year 2023 -24 expenditure budget does not include sufficient funds to purchase the 100-ton crane; and

Appropriation from the Wastewater Utility Fund Balance is necessary to ensure adequate funds are available for the purchase of one 100-ton crane; now, therefore,

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

1. The City Council hereby approves the following findings in support of granting an exception to the competitive bid process pursuant to Stockton Municipal Code (SMC) section 3.68.070(B):

a. Sourcewell established Cooperative Purchasing Agreements for the purchase of equipment, including one 100 -ton crane with Link -Belt Cranes, one front loader tractor with John Deere Construction Retail Sales, and two hydro-vac sewer cleaning truck s with Vactor Manufacturing.

b. Link-Belt Cranes, John Deere Construction Retail Sales , and Vactor Manufacturing Cooperative Purchasing Agreement s were established pursuant to formal competitive bidding process es conducted by Sourcewell on behalf of its governmental members, of which the City is one.
168

c. Taking advantage of the leveraged procurement agreements negotiated by Sourcewell will save the administrative expense of City staff conducting separate procurements.

d. The specifications for the equipment available through the Sourcewell contracts meet the City’s requirements for their equipment type.

2. The City Council hereby authorizes the use of Cooperative Purchasing Agreements through Sourcewell Contract Nos. 011723-LIN, 011723-JDC, and 101221 - VTR in the total amount of $3,354,526.94 to provide the City access to preferential pricing of miscellaneous equipment from Link-Belt Cranes, John Deere Construction Retail Sales, and Vactor Manufacturing.

3. The City Council approves the appropriation of funds in the amount of $480,000.00 from the Wastewater Utility Fund Balance ; $240,000 .00 to the Municipal Utilities Department Equipment Acquisition Account, and $240,000.00 to the Wastewater Pump Station Equipment Acquisition Account.

4. The City Council hereby authorizes the City Manager to execute a contract in the amount of $1,725,347.27 with Link-Belt Cranes through affiliated vendor, Nixon-Egli Equipment Company of Tracy, CA , to purchase one 100 -ton crane, a copy of which is attached as Exhibit 1 and incorporated by this reference.

5. The City Council hereby authorizes the City Manager to execute a contract in the amount of $303,857.27 with John Deere Construction Retail Sales through affiliated vendor, Pape Machinery, Inc. of French Camp, CA, to purchase one front loader tractor, a copy of which is attached as Exhibit 2 and incorporated by this reference.

6. The City Council hereby authorizes the City Manager to execute a contract in the amount of $1,325,322.40 with Vactor Manufacturing through affiliated vendor, Owen Equipment of Fairfield, CA, t o purchase two hydro -vac sewer cleaning trucks, a copy of which is attached as Exhibit 3 and incorporated by this reference.

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

PASSED, APPROVED, and ADOPTED February 6, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
169

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

Sourcewell

2. Contractor: Nixon-Egli E quipment Company

3. Cooperative Agency
Agreement Name and
Agreement Number:

Sourcewell, Heavy Construction Equipment,
#011723-LIN

4. Cooperative Agency Initial
Agreement Term:

Start Date: April 4, 2023
End Date: April 14, 2027

5. Cooperative Agency’s
Agreement-Options to
extend:

Agreement may be extended for a fifth year.

6. Cooperative Agency
Amended Term:

7. Cooperative Agency
Remaining Options to
Renew:
1 one-year renewal option remaining.

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: upon execution
End Date: April 14, 2027

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $1,725,347.27 for the term of
the Agreement.

AGREEMENT
The City of St
ockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Sourcewell, Heavy Construction Equipment, #011723-LIN (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

Contractor s
hall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card EXHIBIT 1
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(credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agreement
Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through April 14, 2027 unless terminated earlier by the City.

If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.

2. Insurance a
nd Hold Harmless: In addition to the pricing, terms and condit ions stated in the COOP and the associated documents incorporated herein as Exhibit A , Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

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 c
osts 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 Agreeme
nt.

3. Compensation: Cit y and Contractor do her eby en ter i nto thi s Agreement for “heavy con
struction equipment” available in the above -named COOP and associated documents incorporated herein as Exhibit A and referenced in the attach ed quote Exhibit C. In no way, shall paym ent to the Contractor during the term of this Agreement exceed $1,725,347.27 for
the purchase of one Link-Bel t crane. A ny person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

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

5. Applicable Law. 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.

This Agreement may be amended only by a written amendment , consistent with the COOP, signed by Contractor and City.

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CITY OF STOCKTON NIXON-EGLI EQUIPMENT COMPANY
By: ______ ____________________
Harry Black, City Manager Signature
Date:
____________________
____________________________
Pri nt name
ATTEST: Title: ________________________
_____________
_______________ [If Contractor is a corporation, signatures must Eliza R. Garza CMC, City Clerk comply with Corporations Code §313] APPROV
ED AS TO FORM:

By: __________________________
___________________________ Signature
Lori Asuncion, City Attorney
__________________________
Print name
Tit
le: _______________________
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EXHI
BIT A
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011723-LIN

Rev. 3/2022 1

Solicitation Number: 011723

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Link Belt Cranes, 2651 Palumbo Drive, Lexington, KY 40509 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Heavy Construction Equipment with Related Attachments and Technology from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires April 14, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable

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time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and

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x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity

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payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;

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x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should

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note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in

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advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

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15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

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x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

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4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other

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insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all

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references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be 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. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of

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not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any

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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. Suppliers must 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 non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

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M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s

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Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Link Belt Cranes

By: __________________________ By: __________________________ Jeremy Schwartz Patrick K. Collins
Title: Chief Procurement Officer Ti tle: Director Product Marketing

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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Bid Number: RFP 011723 Vendor Name: Link-Belt Cranes

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RFP #011723

REQUEST FOR PROPOSALS
for
Heavy Construction Equipment with Related Attachments and Technology

Proposal Due Date: January 17, 2023, 4:30 p.m., Central Time

Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Heavy Construction Equipment with Related Attachments and Technology to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K -12 education, no nprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 17, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered.

SOLIC

ITATION SCHEDULE

Public Notice of RFP Published: November 15, 2022
Pre-proposal Conference: December 6, 2022, 10:00 a.m., Central Time Question Submission Deadline: January 9, 2023, 4:30 p.m., Central Time Proposal Due Date: January 17, 2023, 4:30 p.m., Central Time Late responses will not be considered.

Opening: January 17, 2023, 6:30 p.m., Central Time
See RFP Section V.G. “Opening”
EXHIBIT 1
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I. ABOUT SOURCEWELL

A. SOURCEWELL

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.

Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users.

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

B. USE OF RESULTING CONTRACTS

In the United States, Sourcewell’s contracts are available for use by:
• Federal and state government entities
1;
• Cities, towns, and counties/parishes;
• Education service cooperatives;
• K-12 and higher education entities;
• Tribal government entities;
• Some nonprofit entities; and
• Other public entities.

In Canada, Sourcewell’s contracts are available for use by:
• Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Indigenous self-governing bodies;
• Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §3 -128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity.

EXHIBIT 1
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entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and • Members of the Canoe procurement group of Canada, and their partner associations:

Canoe members are regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities – as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, CivicInfo BC, and their members.

For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.go v/sourcewell-for- vendors/agency-locator.

Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.

To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity.

Proof of publication will be available at the conclusion of the solicitation process.

II. SOLICITATION DETAILS

A. SOLUTIONS-BA

SED SOLICITATION

This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.

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B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES

It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.

1. Sourcewell is seeking proposals for Heavy Construction Equipment with Related Attachments and Technology, including, but not to limited to, the following types of heavy construction equipment:

a. Wheeled, tracked, and backhoe loaders;
b. Motor graders;
c. Wheeled and tracked excavators;
d. Bulldozers, compactors, scrapers, articulated and rigid haulers; and, e. Cranes.

Proposers may include related equipment, accessories, attachments, technology, and services, to the extent these solutions are ancillary or complementary to the equipment, products, or services being proposed.

2. A Proposal must include at least one of the following four equipment types to be considered within scope of this solicitation. For purposes of Section II. B. 2. and its subsections, the term “published” means information that is readily available within the proposer’s printed literature or website and the proposer has verified the accuracy of the information:

a. A wheel loader with published net horsepower (HP) of at least 300 HP; b. A wheeled or tracked excavator with a published net horsepower of at least 150 HP; c. A motor grader with a published maximum operating weight of at least 30,000 lbs; or, d. A rough terrain, all terrain, crawler, floating, lattice, or telescopic crane with a published maximum lifting capacity of at least 300 tons and a published maximum boom length of at least 150 feet.

3. The primary focus of this solicitation is on Heavy Construction Equipment with Related Attachments and Technology. This solicitation should NOT be construed to include:

a. Construction services; and,
b. Equipment accessory, attachment, and supply only solutions.

4. This solicitation does not include those equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in contracts currently maintained by Sourcewell, identified below:

a. Equipment Rental with Related Services (RFP #062320); b. Forklifts and Lift Trucks with Related Services (RFP #091520); EXHIBIT 1
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c. Grounds Maintenance Equipment, Attachments, Accessories, and Related Services (RFP #031121);
d. Roadway Maintenance Equipment (RFP #080521);
e. Public Utility Equipment with Related Accessories and Supplies (RFP #110421); f. Roadway Paving Equipment (RFP #060122);
g. Medium Construction Equipment with Related Accessories, Attachments, and Supplies (RFP #TBD); and,
h. Portable Construction Equipment with Related Accessories and Attachments (RFP #TBD).

Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed.

Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.

Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

C. REQUIREMENTS

It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.

1. Safety Requirements. All
items proposed must comply with current applicable safety or regulatory standards or codes.

2. Deviation from Industry Standard. Devi ations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.

3. New Equipment and Products. Pr oposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. Proposers may also include used EXHIBIT 1
214
equipment, attachments, or accessories, to the extent that the offering of used equipment, attachments, accessories, is ancillary or complementary to an offering of new, current model equipment and products.

4. Delivered and operational. U nless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM

Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one-year extension that may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE

Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $950 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN

Proposer’s sales force will be the primary source of communication with Participating Entities.

The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award.

G. ADDITIONAL CONSIDERATIONS

1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.

2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion.

3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation.

4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products.

EXHIBIT 1
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5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.

6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.

III. PRICING
A. REQUIREMENTS

All proposed pricing must be:

1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of a ny contract resulting from this RFP.

2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity . However, it is permissible for suppliers to sell at a price that is lower than the contracted price.

3. Stated in U.S. and Canadian dollars (as applicable).

4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).

Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandat ory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, p roposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal.

B. ADMINISTRATIVE FEES

Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, EXHIBIT 1
216
products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

IV. CONTRACT

Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation.

To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered.

Exceptions must:

1. Clearly identify the affected article and section.

2. Clearly note the requested modification; and as applicable, provide requested alternative language.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature.

If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked.

V. RFP PROCESS

A. PRE-PROPOSAL CONFERENCE

Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION

All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

The deadline for submission of questions is found in the Solicitation Schedule and on the EXHIBIT 1
217
Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.

All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.

C. ADDENDA

Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time.

If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

D. PROPOSAL SUBMISSION

Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time.

It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.

EXHIBIT 1
218

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues.

Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].

To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.

Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award.

The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law.

E. GENERAL PROPOSAL REQUIREMENTS

Proposals must be:
• In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
• Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English.
• Valid and irrevocable for 90 days following the Proposal Due Date.

Any and all costs incurred in responding to this RFP will be borne by the proposer.

F. PROPOSAL WITHDRAWAL

Prior to the proposal deadline, a proposer may withdraw its proposal.

G. OPENING

The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.

EXHIBIT 1
219
To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time.

VI. EVALUATION AND AWARD

A. EVALUATION

It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities.

Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
• Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals);
• The number and geographic location of highest-scoring proposers that offer:
o A comprehensive selection of the requested equipment, products, or services; o A sales and service network ensuring availability and coverage for Participating Entities’ use; and
o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals.

Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.

B. AWARD(S)

Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal):

Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
EXHIBIT 1
220
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000

C. PROTESTS OF AWARDS

Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.

Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell’s notice of contract award(s) or non-award. and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained

A protest must include the following items:
• The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest;
• Any additional supporting documentation;
• The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty).

Protests that do not address these elements will not be reviewed.

D. RIGHTS RESERVED

This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected.

Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; EXHIBIT 1
221
• Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
• Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
• Award a contract to one or more proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS

All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.

Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition.

EXHIBIT 1
222

12/15/2022
Addendum No. 1
Solicitation Number: RFP 011723
Solicitation Name: Heavy Construction Equipment with Related Attachments and Technology

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is a proposer required to have a CAGE or Unique Entity Identifier (SAM) code? Answer 1:

A CAGE or Unique Entity Identifier (SAM) code is not required to be considered for or awarded a Sourcewell contract. Proposals are evaluated based on the criteria as stated in the RFP.

Refer to the General Instructions above Questionnaire Table 1. Respond “N/A” if a question does not apply (preferably with an explanation).

End of Addendum
Acknowledgement of this Addendum to RFP 011723 posted to the Sourcewell Procurement Portal on 12/15/2022, is required at the time of proposal submittal.

EXHIBIT 1
223

12/21/2022
Addendum No. 2
Solicitation Number: RFP 011723
Solicitation Name: Heavy Construction Equipment with Related Attachments and Technology

Consider the following amendment to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

RFP Amendment:

As the result of the publication of two RFPs included in the equipment, products, or services of this solicitation, RFP Subsections II. B. 4. g - h. are revised to remove the (RFP #####) placeholders, update the RFP title of RFP Subsection II. B. 4. g., and insert the actual RFP numbers, to read as follows:
* * * *
g. Medium Duty and Compact Construction Equipment with Related Attachments (RFP #020223); and,
h. Portable Construction Equipment with Related Accessories and Attachments (RFP #020923).
* * * *

The remainder of the RFP content remains unchanged.

End of Addendum
Acknowledgement of this Addendum to RFP 011723 posted to the Sourcewell Procurement Portal on 12/21/2022, is required at the time of proposal submittal.

EXHIBIT 1
224

12/29/2022
Addendum No. 3
Solicitation Number: RFP 011723
Solicitation Name: Heavy Construction Equipment with Related Attachments and Technology

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

What information does Sourcewell require, if any, on a quote provided by an awarded supplier to a participating entity?
Answer 1:

Refer to Section 6. A. – Orders and Payment, of the Sourcewell contract template. “…order flow and procedure will be developed jointly between Sourcewell and Supplier.

Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller.”
Question 2:

How does Sourcewell track what is sold on the contract for administrative fee verification from an awarded supplier?
Answer 2:

Refer to Section 8. A. – Contract Sales Activity Report, of the Sourcewell contract template. “Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract.

Refer also to Section 8. B. – Administrative Fee, of the Sourcewell contract template. “Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.”
EXHIBIT 1
225

End of Addendum
Acknowledgement of this Addendum to RFP 011723 posted to the Sourcewell Procurement Portal on 12/29/2022, is required at the time of proposal submittal.

EXHIBIT 1
226

01/6/2023
Addendum No. 4
Solicitation Number: RFP 011723
Solicitation Name: Heavy Construction Equipment with Related Attachments and Technology

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is there a dollar amount limit for non-contract, sourced, or open market items that can be included in a proposal? Are they also subject to the administrative fee? Answer 1:

Sourcewell has not set a specific dollar limit for non-contract, sourced, or open market items. However, to be considered for a contract award a proposer’s primary offering of equipment, products, or services must be within scope of RFP Section II. B. – Requested Equipment, Products, or Services.

Refer to RFP Section III. B. – Administrative Fees and Section 8. B. – Administrative Fee of the Sourcewell contract template for additional information regarding administrative fees. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry.

Question 2:

Can you elaborate more and/or give an example on what you are looking for in the question below from Table 10, Line Item 55 from the proposal questionnaire? Describe any standard transaction documents that you propose to use in connection with an awarded contract (order forms, terms and conditions, service level agreements, etc.). Upload a sample of each (as applicable) in the document upload section of your response.

EXHIBIT 1
227
Answer 2:

It is left to the discretion of each proposer to determine the content and format of the data and documentation that best represents their proposal. Sourcewell will consider the relevant information submitted in each proposal and apply the evaluation criteria as set forth in the RFP.

End of Addendum
Acknowledgement of this Addendum to RFP 011723 posted to the Sourcewell Procurement Portal on 01/6/2023, is required at the time of proposal submittal.

EXHIBIT 1
228

01/10/2023
Addendum No. 5
Solicitation Number: RFP 011723
Solicitation Name: Heavy Construction Equipment with Related Attachments and Technology

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Regarding Line Item 17 of the proposer questionnaire, are there any specific licenses or certifications that you are looking for?
Answer 1:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine the information necessary to best demonstrate their ability to serve Sourcewell participating entities.

Proposals are evaluated based on the criteria stated in the RFP.

Question 2:

Regarding Line Items 24 & 25 of the proposer questionnaire, if we don't do any direct business with eligible Sourcewell participants, government, education or non-profit customers are the references required?
Answer 2:

Proposals are evaluated based on the criteria stated in the RFP.

End of Addendum
Acknowledgement of this Addendum to RFP 011723 posted to the Sourcewell Procurement Portal on 01/10/2023, is required at the time of proposal submittal.

EXHIBIT 1
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The
New York StateContract Reporter
This document printed
Tuesday, 11/15/2022
NYS' official source of contracting opportunities
Bringing business and government together
Contracting Opportunity
Title: Heavy Construction Equipment with Related Attachments and Technology Agency: Sourcewell
Division: Procurement Department
Contract Number: 011723
Contract Term: 4 years, with potential 1 year extension Date of Issue: 11/15/2022
Due Date/Time: 01/17/2023 4:30 PM
Central Time
County(ies): All NYS counties
Classification: Vehicles & Equipment - Commodities
Opportunity Type: General
Entered By: Chris Robinson
Description: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Heavy Construction Equipment with Related Attachments and Technology to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal .sourcewell-mn.gov ]. Only
proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 17, 2023, at 4:30 p.m.

Central Time, and late proposals will not be considered.

Service-Disabled Veteran-Owned Set Aside: No
Business entities awarded an identical or substantially similar procurement contract within the past five years:

BOMAG Americas, Inc.

Caterpillar, Inc.

CNH Industrial America, LLC
Grove U.S. LLC dba Manitowoc
Hyundai Construction Equipment Americas, Inc.
1 of 5
EXHIBIT 1
230
John Deere Construction Retail Sales
Komatsu America Corp.

Link Belt Cranes
Volvo Construction Equipment North America, LLC
2 of 5
EXHIBIT 1
231
Contact Information
Primary contact: Sourcewell
Procurement Department
Chris Robinson
Procurement Manager
202 12th Street NE
P.O. Box 219
Staples, MN 56479
United States
Ph: 218-895-4168
[email protected]
Submit to contact: Sourcewell
Procurement Department
Chris Robinson
Procurement Manager
202 12th Street NE
P.O. Box 219
Staples, MN 56479
United States
Ph: 218-895-4168
[email protected]
3 of 5
EXHIBIT 1
232
Bid Results
Bid Results have not been entered
4 of 5
EXHIBIT 1
233
Awards
Awards have not been entered

AFFIDAVIT OF PUBLICATION

STATE OF
OREGON, COUNTY OF MULTNOMAH--ss.

I, Nick
Bjork , being first duly sworn, depose and say that I am a Publisher of the Daily Journal of Commerce , a newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as d efined by ORS 193.010 and 193.020; published at Portland in the aforesaid County and State; that I know from my personal knowledge that the Goods and Services notice described as
11 NE
Martin Luther King Jr. Blvd. Suite 201 / Portland, OR 97232-3579 (503) 226-1311
Sourcewell; Bid Location Staples, MN, Todd County; Due 01/17/2023 at 04:30 PM

HEAVY CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS AND TECHNOLOGY NOT PROVIDEDCase Number:
a printed copy of which is hereto annexed, was published in the entire issue of said newspaper for 1 time(s ) in the following issues:
11/16/2022
Order No.:

Client Reference No:
12173819Carol Jackson
Sourcewell
202 12th St NE
Staples, MN 56479-2438
Nick Bjork

SIGNED O

R ATTESTED BEFORE ME
ON THE 16th DAY OF November, 2022
Notary Public-State of Oregon
State o
f Oregon
County of Multnomah
EXHIBIT 1
235
EXHIBIT 1
236

AFFIDAVIT OF PUBLICATION
Account # Order Number Identification Order PO Amount Cols Depth 34474 346675 Print Legal Ad-IPL00980790 - IPL0098079 $132.13 1 18 L Attention: Carol Jackson

SOURCEWELL
PO BOX 219
STAPLES, MN 56479
State of South Carolina
County of Richland
I, Tara Pennington, makes oath that the
advertisment, was published in The State, a
newspaper published in the City of Columbia,
State and County aforesaid, in the issue(s) of
No. of Insertions: 1
Beginning Issue of: 11/15/2022
Ending Issue of: 11/15/2022
Tara Pennington
Sworn to and subscribed before me this 15th day
of November in the year of 2022
Notary Public in and for the state of Texas, residing in Dallas County
Errors- the liability of the publisher on account of errors in or omissions from any advertisement will in no way exceed the amount of the charge for the space occupied by the item in error, and then only for the first incorrect insertion.” Extra charge for lost or duplicate affidavits.

Legal document please do not destroy!
EXHIBIT 1
237
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INVESTMENTS
Sourcewell, a State of Minnesota local government unit
and service cooperative, is requesting proposals for
Heavy Construction Equipment with Related Attachments
and Technology to result in a contracting solution
for use by its Participating Entities.

Sourcewell Participating Entities include thousands
of governmental, higher education, K-12 education,
nonprofit, tribal government, and other public agencies located in the United States and Canada.

A full copy of the Request for Proposals can
be found on the Sourcewell Procurement Portal
https://proportal.sourcewell-mn.gov
Only proposals submitted through the Source well
Procurement Portal will be considered.

Proposals are due no later than January 17, 2023, at 4:30 p.m.

Central Time, and late proposals will not be considered.

NOTICE TO OFFERORS
Instructional Aids, Materials and Athletic Products
Request for Pr oposal # 23-13P
1GPA will receive responses electronically via
OpenGov Procurement at:
https://procurement.opengov.com/portal/1GPA
Until December 15, 2022 @ 11:00 AM Arizona Time
Electronic sealed responses are required and will be
publicly opened through Zoom immediately following
the deadline for receiving responses.

See the solicitation for more information.

Solicitations may be downloaded online at the link above.

For additional information please contact
Rebecca Seifert at 866-306-3893 or [email protected]

PUBLIC NOTICE
Request for Proposal (RFP)
E&I Cooperative Services, Inc. invites the submission
of sealed proposals for:

EI00186~2022RFP for Learning Management Systems
Proposals are due by
1:00 PM ET on Monday, January 9, 2023.

Respondents must submit their RFP response using
E&I’s Electronic Sourcing Solution which is accessible via https://www.eandi.org/contract-finder/rfp-development/.

E&I does not accept hard copy submissions or submissions through any other medium other than its Electronic Sourcing Solution.

E&I is committed to developing mutually advantageous
business relationships with minority, women, disabled,
veteran, and service-disabled veteran-owned businesses.

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Request for Proposals (RFP).

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RFP 23/017KN
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Change Of Name
I, Harsh Saraiya s/o Pankaj Saraiya,
r/o San Francisco, CA shall be
known as Harsh Saraiya-Tran
for all future purposes.

CHANGE OF NAME
Verlander wins for third time at 39
At 39 and in his first season back
from Tommy John surgery, Justin Ver-
lander returned to the Houston Astros
and completed one of the finest seasons
of his 17-year MLB career, which earned
him his third Cy Young Award.

The right-hander was unanimously
voted the American League winner
Wednesday by the Baseball Writers’ As-
sociation of America.

Chicago White Sox right-hander Dy-
lan Cease (14-8, 2.20 ERA) finished sec-
ond in the voting and Toronto Blue Jays
right-hander Alek Manoah (16-7, 2.24
ERA) finished third; both were named
on all 30 ballots.

Verlander is the 11th
pitcher to win three or
more Cy Young Awards,
also earning the honors
in 2011 and 2019. Roger
Clemens won a record
seven.

Verlander had pitched just six in-
nings since 2019 but dominated his op-
ponents over 175 innings in 2022. He
produced a 1.75 ERA, the lowest by an AL
pitcher in a full season since Hall of
Famer Pedro Martinez in 2000.

The future Hall of Famer and nine-
time All-Star also led the AL in wins (18),
WHIP (0.83), opponent batting average
(.186) and hits per nine innings (5.97). In
12 starts following a Houston loss, he
went 9-0 with a 1.11 ERA.

Verlander’s 220 adjusted ERA and

0.829 WHIP also ranked best in the ma-
jors.

Alcantara also Marlins’ 1st-timer
Sandy Alcantara was named the Na-
tional League Cy Young Award winner
Wednesday, becoming the first pitcher
in Miami Marlins franchise history to
earn the honor and the third winner
hailing from the Dominican Republic.

Alcantara went 14-9 with a 2.28 ERA
in 32 starts, topping the majors with six
complete games and 228
2⁄3 innings
pitched. The workhorse right-hander
received all 30 first-place votes in
BBW AA balloting conducted at the end
of the regular season.

Alcantara, 27, was an All-Star for the
second time in his career and had a
sub-2.00 ERA as late as Aug 21. His 8.0
bW AR was the majors’ best, and he be-
came the first pitcher since 2016 to
throw at least six complete games. In
fact, no other team in baseball had more
than five in 2022.

Left-handers Max Fried of the Atlan-
ta Braves and Julio Urias of the Los An-
geles Dodgers finished second and
third.

MLB UNANIMOUS CY YOUNG WINNERS
Verlander
ST. SIMONS ISLAND, Ga. – After
making his first cut on the PGA Tour as a
professional last week in Houston, Cole
Hammer is taking advantage of a spon-
sor’s exemption into the RSM Classic,
grabbing the first-round lead by carding
nine birdies for a career-low 8-under 64
at the Plantation Course at Sea Island
Resort.
“I almost blacked out
there for a little bit,”
Hammer said Thursday.
“It went by in a heartbeat,
but at the same time was
a long day.”
And an unseasonably
cold one at that. The tem-
perature at the seaside
course barely broke 50 degrees. Having
previously played in the Jones Cup, an
amateur tournament held at nearby
Ocean Forest, Hammer had experienced
the wind whipping off the water in these
parts and bundled up in four layers and
a beanie.
“When I played the Jones Cup, it was
35 degrees, blowing 30 and raining so I
told myself I’ll never play in weather like
that again,” he said. “I was ready for it.”
What Hammer wasn’t ready for was
six consecutive missed cuts to start his
pro career, an unexpectedly sharp
learning curve after a decorated ama-
teur career topped off by leading Texas
to a national championship in June.
“It was a really dark period and I
didn’t know what was going on,” he said.
“I just was putting so much pressure on
myself early in the tournament that I’d
get behind the 8-ball.”
After missing the cut at the Wynd-
ham Championship in August, he did a
deep dive on his swing with instructor
Bruce Davidson and is starting to see
the fruits of their labor. Ten days ago, he
narrowly missed securing guaranteed
starts at the final stage of Korn Ferry
Tour Q-School and then opened with a
74 in the opening round of the Cadence
Houston Open.
“ As soon as I made a bogey, I felt like
the world was ending,” he explained.
“In Houston I just relaxed, took a deep
breath and I made some bogeys. I ba-
sically just told myself that I can come
back and nobody plays perfect golf and
that’s what I was trying to do.”
Hammer shot 65 in the second
round to make the cut and finished
T-27. It gave him a jolt of confidence,
especially when he found out after his
final round that he had secured a spon-
sor invite into the RSM Classic.
“I was batting zero on the PGA Tour.

I needed to get that monkey off my
back,” he said. “To do that in my home-
town event in Houston was huge for
me.”
Hammer noted that he didn’t sleep
well Wednesday night and started his
round with low expectations. “I hit my
best drive of the day on No. 1, my 10th
hole, and that swing gave me some
confidence going into the back nine. I
hit a wedge to like 2 feet and knocked
that in,” Hammer said.

That was his fifth birdie of the day
and before long he looked up and spied
his last name atop the leaderboard. “I
saw some cameras show up, I knew I
was doing something right,” he said.

Hammer’s opening-round 64 was a
stroke better than rookie Ben Griffin,
who also played the Plantation Course.

England’s Callum Tarren, who said the
weather reminded him a little too
much of home, and Beau Hossler tied
for the low round of the day at the Sea-
side Course with 6-under 64s.

Hossler, a 27-year-old Texas grad
who is still seeking his first victory on
the PGA Tour, said he could relate to
Hammer’s slow start in the pro ranks:
“I think there’s a learning curve and
once he gets comfortable at this level,
just like I did, I think you start to say I
can compete with these guys.”
Hammer ‘almost
blacks out’ with 64
Adam Schupak
Golfweek | USA TODAY Network
Hammer
NAPLES, Fla. – Lydia Ko made bo-
gey on the opening par 5 at Tiburon
Golf Club to begin the CME Group Tour
Championship, but that did nothing to
foreshadow the rest of the day.

Ko, leader of the Rolex Player of the
Year race and Vare Trophy, paces the
field after a 7-under 65 Thursday. The
25-year-old Kiwi holds the course rec-
ord at Tiburon, 62, and won this tour-
nament in 2014. She recorded eight
birdies and shot 31 on the back nine.
“The first four holes into the wind is
a beast,” said Ko. “It’s a beast without
the wind. So I knew that if I could just
hang on and just stay patient, there
was going to be a lot of opportunities,
and I was able to grab a lot of them in
the back nine. So definitely nice to fin-
ish off that way.”
An 18-time winner on the LPGA, Ko
last won the LPGA Player of the Year in
2015. She leads Minjee Lee by one
point in the POY race. Lee opened with
a 71 and is tied for 23rd. Players must
finish in the top 10 to earn points.

Nelly Korda, winner of last week-
end’s Pelican Ladies Championship
and current No. 1, made a 20-footer for
bogey on the second hole that felt like a
birdie. She opened with a 4-under 68
with dropped shots, hitting all 14 fair-
ways. “It was kind of sporadically
windy,” said Korda, “but then I guess
once I got over a couple of my shots the
winds died, so those were my like two
mistakes.”
Brooke Henderson withdrew from
last week’s Pelican event with an inju-
ry to her upper back and said that she
wasn’t even sure if she could tee it up
this week. The Canadian lives part
time here in Naples and felt well
enough on Thursday to shoot 68. Hen-
derson, a two-time winner this year,
said she made some adjustments to
her swing to be able to play.

Danielle Kang spent four days with
Butch Harmon last week in Las Vegas
and felt good about swing changes
they’re making coming into the week,
jotting notes down on her glove. Kang
spent a month in South Korea with In-
bee Park, where she tied for 10th at the
BMW Ladies Championship.

Kang, who revealed over the summer
that she has a tumor on her spine, lost in
a playoff at the Walmart NW Arkansas
Championship to Atthaya Thitifkul and
tied for third at the LPGA Mediheal, af-
ter returning to competition after a
months-long break.
“I really wish at one point we can just
get to a point where I don’t want to be
associated with so much health things
as I’m here, I’m standing in front of you
guys, I’m playing golf,” said Kang.
“Body and being physically in the top
best shape is something we’re always
going to be thinking about as athletes.

So the way I warm up, the way I have to
approach certain type of things, is –
there has been obstacles that’s been set
in front of me, but that’s kind of part of
life, right? Nothing is going to be fluid.”
With so much on line,
Ko opens with 65 in CME
Beth Ann Nichols
Golfweek | USA TODAY Network
Lydia Ko took the first-round CME
Group Tour Championship lead with a
65 Thursday.

LYNNE SLADKY/AP
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Notice
Basic Information
Details
Dates
Contact Information
Pre-Bidding Events
Bid Submission Process
Estimated Contract Value (CAD) $3,800,000,000.00 (Not shown to suppliers) Reference Number 0000236008
Issuing Organization Sourcewell
Owner Organization
Solicitation Type RFP - Request for Proposal (Formal)
Solicitation Number 011723
Title Heavy Construction Equipment with Related Attachments and Technology Source ID PP.CO.USA.868485.C88455
Location All of Canada, All of Canada
Purchase Type Duration:4 years
Description Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Heavy Construction Equipment with Related Attachments and Technology to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 17, 2023, at 4:30 p.m.

Central Time, and late proposals will not be considered.

Publication 2022/11/15 09:26:17 AM EST
Question Acceptance Deadline 2023/01/09 05:30:00 PM EST Questions are submitted online No
Bid Intent Not Available
Closing Date 2023/01/17 05:30:00 PM EST
Prebid Conference 2022/12/06 01:00:00 AM EST
Procurement Department
218-894-1930
[email protected]
Event Type Prebid Conference
Attendance Recommended
Event date 2022/12/06 01:00:00 AM EST
Location Online Conference
Event Note Login information will be emailed two business days prior to the event.

Bid Submission Type Electronic Bid Submission
Pricing In attached document
Pricing In attached document
Bid Documents List
Item Name Description Mandatory
Bid Documents Documents defining the proposal Yes
011723 - Heavy Construction Equipment with Related Attac... 2022/11/15 09:26:26 AM EST Page 1 of 2
EXHIBIT 1
244
Categories
Selected Categories
GSIN Category (1)
G Goods
Goods
N38 Construction, Mining, Excavating And Highway Maintenance Equipment Construction, Mining, Excavating And Highway Maintenance Equipment N3800 CONSTRUCTION, MINING, EXCAVATING AND HIGHWAY MAINTENANCE EQUIPMENT Construction, mining, excavating and highway maintenance equipment MERX Category (1)
G Goods
Goods
G28 Special Purpose Vehicles
Special Purpose Vehicles
UNSPSC Categories (4)
22000000 Building and Construction Machinery and Accessories 22100000 Heavy construction machinery and equipment
22101500 Earth moving machinery
22101700 Heavy equipment components
22101900 Building construction machinery and accessories 22102000 Building demolition machinery and equipment
011723 - Heavy Construction Equipment with Related Attac... 2022/11/15 09:26:26 AM EST Page 2 of 2
EXHIBIT 1
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ProposalOpeningRecord

Dateofopening:January17,2023

SourcewellpostedRequestforProposal#011723,fortheprocurementofHeavyConstructionEquipmentwith RelatedAttachmentsandTechnology,ontheSourcewellProcurementPortal[proportal.sourcewellͲmn.gov]on Tuesday,November15,2022,andthesolicitationremainedinanopenstatuswithintheportaluntilJanuary17, 2023,at4:30pmCT.TheRFPrequiredthatallproposalsbesubmittedthroughtheSourcewellProcurement Portalnolaterthan4:30pmCTonJanuary17,2023,thedateandtimespecifiedintheSolicitationSc hedule.
TheundersignedcertifythatallresponsesreceivedonRequestforProposal#011723weresubmittedthrough theSourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealedupon submissionandremainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule.
Responseswerereceivedfromthefollowing:

Caterpillar,Inc.ͲSu
bmitted1/17/23at4:10:22PM
CNHIndustrialAmerica,LLCͲSubmitted1/17/23at12:55:10PM DoosanInfracoreNorthAmericaͲSubmitted1/17/23at10:42:22AM GradallIndustries,Inc.ͲSubmitted1/12/23at8:01:35PM GroveU.S.,LLCdbaManitowocͲSubmitted1/16/23at10:51:24AM HitachiConstructionMachineryAmerica's,Inc.ͲSubmitted1/17/23at11:11:54AM Hi
ͲVacCorporationͲSubmitted1/16/23at4:23:39PM
HyundaiConstructionEquipmentAmericas,Inc.ͲSubmitted1/15/23at10:14:34AM JohnDeereSharedServices,LLCͲSubmitted1/12/23at2:48:05PM KobelcoConstructionMachineryU.S.A.ͲSubmitted1/17/23at11:06:30AM KomatsuAmericaCorp.ͲSubmitted1/17/23at12:43:04PM LBXCompany,LLCͲSubmit
ted1/16/23at8:44:10AM
LiebherrUSA,Co.ͲSubmitted1/17/23at11:53:35AM
LinkͲBeltCranesͲSubmitted1/16/23at2:39:01PM
LiuGongConstructionMachineryNorthAmerica,LLCͲSubmitted1/17/23at1:47:35PM MAZIOATTACHMENTS,LLCͲSubmitted1/17/23at3:41:06PM SANYAmerica,Inc.ͲSubmitted1/17/23at3:57:09PM
VolvoConstructionEquipmentNorthAmericaͲSubmitted1/10/ 23at9:00:46AM

EXHIBIT 1
246
TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableinthe SourcewellProcurementPortal,onJanuary17,2023,at4:31:28PMCT.Allresponsiveproposalswerethen submittedforreviewbytheSourcewellEvaluationCommittee.

_______________________________________________________________________ KimAustin,MBA,CPPB,ProcurementLeadAnalystCarolJackson,ProcurementAnalyst

EXHIBIT 1
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248

COMMENT AND REVIEW
to the
REQUEST FOR PROPOSAL (RFP) #011723
Entitled

Heavy Construction Equipment with Related Attachments and Technology

The following advertisement was placed November 15, 2022 in USA Today, in South Carolina’s The State, and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://proportal.sourcewell- mn.gov, Biddingo, Merx, The New York State Contract Reporter ww w.nyscr.ny.gov, and PublicPurchase.com, November 16, 2022 in Oregon’s Daily Journal of Commerce, and on November 17 and November 24, 2022 in The Oklahoman:

Sour
cewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Heavy Construction Equipment with Related Attachments and Technology to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell- mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered.

Proposals are due no later than January 17, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered.

The
solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal:

Best Equipment, Inc. Komatsu America Corp.

Calder Brothers Corporation LBX Company, LLC
Caterpillar, Inc. Liebherr USA, Co.

Century Propeller Link-Belt Cranes
Clark Equipment Company LiuGong Construction Machinery North America, LLC
CNH Industrial America, LLC MAZIO ATTACHMENTS, LLC
Construction Industry Center Noregon Systems
Craig Manufacturing, Ltd. Norlift, Inc.

Crane Works, Inc. NPK Construction Equipment, Inc.

Doosan Infracore North America PAPE MACHINERY
EASTERN EQUIPMENT SERVICES, LLC Prime Vendor, Inc.

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Falcon Equipment Holdings, LLC ProCon, LLC
Federal Contracts Corp. Pure Air Wellness, LLC
Gradall Industries, Inc. PWXPress
Grove U.S., LLC dba Manitowoc Quantum International Services, Ltd.

Hi-Vac Corporation Regina Construction Association
Hitachi Construction Machinery America's, Inc. SANY America, Inc.

Humdinger Equipment, Ltd. SEGO Industries
Hyundai Construction Equipment Americas, Inc. Sled Consulting, LLC INTEGRITY EXPRESS LOGISTICS UNITED RENTALS (NORTH AMERICA), INC.

John Deere Shared Services, LLC Vans Equipment Co.

JRET CO. CORPORATION Volvo Construction Equipment North America Kobelco Construction Machinery U.S.A. XCMG NORTH AMERICA CORPORATION

All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on January 17, 2023 at 4:31:28 pm CT. Proposals were received from the following:

Caterpillar, Inc.

CNH Industrial America, LLC
Doosan Infracore North America
Gradall Industries, Inc.

Grove U.S., LLC dba Manitowoc
Hitachi Construction Machinery America's, Inc.

Hi-Vac Corporation
Hyundai Construction Equipment Americas, Inc.

John Deere Shared Services, LLC
Kobelco Construction Machinery U.S.A.

Komatsu America Corp.

LBX Company, LLC
Liebherr USA, Co.

Link-Belt Cranes
LiuGong Construction Machinery North America, LLC

MAZIO ATTACHMENTS, LLC
SANY America, Inc.

Volvo Construction Equipment North America

Proposals were reviewed by the Proposal Evaluation Committee:

James Voelker, CPCM, CFCM, Procurement Lead Analyst
Carol Jackson, Procurement Analyst
Michael Muñoz, CPPB, Procurement Analyst
Bill Davison, NIGP-CPP, CPPO, Procurement Analyst

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The
findings of the Proposal Evaluation Committee are summarized as follows:

The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that the products and services offered in the proposal response from MAZIO ATTACHMENTS, LLC, fell outside of the Requested Equipment, Products, or Services of the RFP. All other proposals were found to meet the scope and mandatory submittal requirements and were evaluated.

Caterpillar, Inc. manufactures an extensive line of heavy construction equipment, attachments, and services.

Their sales and service forces, and large dealer network are available to Sourcewell participating entities in the United States and Canada. Caterpillar is offering financing/leasing options, along with competitive discount ranges on machine and work tool list pricing.

CNH Industrial America, LLC provides a strong offering of loaders, motor graders, excavators, bulldozers, attachments, and technology. Their dealer network is strategically located across North America and is ready to serve Sourcewell participating entities in the United States and Canada. CNH Industrial America, LLC is also dedicated to their Clean Energy Leader® strategy which promotes the use of renewable fuels, systems to reduce emissions, technological tools, and sustainable agricultural practices. They are offering Sourcewell participating entities significant pricing discounts.

Gradall Industries, Inc. manufactures excavators for heavy construction use in a variety of models and configurations. They have regional sales and service managers that cover the United States and Canada. Their broad dealer network can provide training and service to Sourcewell participating entities. Financing options are available through Gradall dealers along with competitive discounts off MSRP.

Hitachi Construction Machinery America's, Inc. offers a full range of compact, mid-size, and large wheel loaders, excavators, attachments, and technology. Their dealer network is ready to serve Sourcewell participating entities in the United States and Canada. Hitachi’s Consite telematics program allows tracking ability of fuel efficiency, machine location, and service alerts. They are offering Sourcewell participating entities generous pricing discounts.

Hyundai Construction Equipment Americas, Inc. provides excavators, crawler excavators, wheeled excavators, wheel loaders, skid steer loaders, articulated dump trucks, and track loaders. Their Hi MATE telematics service improves equipment uptime, and their Hi DETECT service improves safety by detecting the machines surrounding environment and issues warnings to the operator. They have 85 dealers with 192 locations that are ready to provide sales and service to Sourcewell participating entities in the United States and Canada. Hyundai Construction Equipment North America, Inc. is offering a solid discount off their list price.

John Deere Shared Services, LLC is offering a comprehensive solution of construction equipment including, but not limited to backhoes, crawler, tractor and wheel loaders, dozers, excavators, motor graders, and skid steers. Their WorkSight suite of technologies provides features including JDLink Telematics, machine health prognostics, remote diagnostics and programming, payload weighing, and grade control. John Deere’s extensive dealer network of nearly 1,500 locations in the United States and Canada stands ready to support Sourcewell participating entities. Their pricing proposal offers Sourcewell participating entities a significant discount from list prices.

Kobelco Construction Machinery U.S.A. supplies tracked excavators and crawler cranes in a wide variety of classes and capacities. Their dealer network composed of 163 locations is ready to serve Sourcewell participating entities in the United States and Canada. Kobelco’s exclusive Integrated Noise and Dust Reduction (iNDr) system is also DocuSign Envelope ID: 59639C8C-DEFF-4FE2-85CA-E377107ED0BB EXHIBIT 1
251
avai
lable on their short radius excavators. They are offering Sourcewell participating entities competitive pricing discounts.

Komatsu America Corp. provides a substantial selection of wheel loaders, motor graders, tracked excavators, crawler dozers, articulated trucks, attachments, and technology solutions. Their dealer network of 263 locations can serve Sourcewell participating entities across the United States and Canada. Komatsu also offers their Komatsu Care program standard on Tier 4 Final machines that offers complimentary maintenance for 3 years or 2000 hours. Their pricing proposal includes generous discounts for Sourcewell participating entities.

Liebherr USA, Co. provides a strong offering of wheeled and tracked loaders, excavators, bulldozers, articulated dump trucks, attachments, and technologies. Their sales team and dealer network are ready to serve Sourcewell participating entities in the continental United States. Liebherr backs their equipment with a 60 month or 3000- hour standard warranty. They are offering Sourcewell participating entities substantial discounts from MSRP.

Link-Belt Cranes manufactures a wide selection of all-terrain, rough-terrain, telescopic crawler, lattice crawler, and telescopic truck cranes along with attachments and technology offerings. Their dealer network of 30 distributors is ready to serve Sourcewell participating entities throughout the United States and Canada. Link-Belt’s included 3D Lift Planning allows users to create, save, view, and print three-dimensional lift plans from anywhere they have an internet connection. They are offering Sourcewell participating entities competitive pricing discounts.

LiuGong Construction Machinery North America, LLC offers a range of models for wheel loaders, excavators, soil compaction rollers, and an electric loader. Their 92 dealers, with 159 locations, can provide service and training to Sourcewell participating entities throughout the United States and Canada. They offer excellent discounts for base model equipment, to include parts and attachments.

SANY America, Inc. provides a large selection of wheeled and backhoe loaders, motor graders, tracked excavators, soil compactors, rough terrain and crawler cranes, attachments, and technology options. Their dealer network consisting of 91 locations is prepared to serve Sourcewell participating entities in the United States and Canada.

SANY is a leader in advanced manufacturing and has two Lighthouse Factories designated by the World Economic Forum Global Lighthouse Network. They are offering Sourcewell participating entities generous pricing discounts.

Volvo Construction Equipment North America’s catalog includes an extensive array of construction equipment including wheel loaders, excavators, haulers, compactors, pavers, skid steers, and compact track loaders. Volvo Co-Pilot offers a fully integrated and supported touch screen machine indication system to monitor machine and operator performance. Volvo’s large dealer network is ready to serve Sourcewell participating entities throughout the United States and Canada. Their pricing proposal offers a solid discount from MSRP.

For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #011723 to:

Caterpillar, Inc. # 011723-CAT
CNH Industrial America, LLC #011723-CNH
Gradall Industries, Inc. #011723-GRD
Hitachi Construction Machinery America's, Inc. #011723-HTI Hyundai Construction Equipment Americas, Inc. #011723-HCE John Deere Shared Services, LLC #011723-JDC
Kobelco Construction Machinery U.S.A. #011723-KBL
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Ko
matsu America Corp. #011723-KOM
Liebherr USA, Co. #011723-LEB
Link-Belt Cranes #011723-LIN
LiuGong Construction Machinery North America, LLC #011723-LIU SANY America, Inc. #011723-SNY
Volvo Construction Equipment North America #011723-VCE

The preceding recommendations were approved on February 23, 2023.

______________________________________________
James Voelker, CPCM, CFCM, Procurement Lead Analyst

______________________________________________
Carol Jackson, Procurement Analyst

______________________________________________
Michael Muñoz, CPPB, Procurement Analyst

______________________________________________
Bill Davison, NIGP-CPP, CPPO, Procurement Analyst

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ST

ATEMENT OF COMPLIANCE

As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #011723 for Heavy Construction Equipment with Related Attachments and Technology.

The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell’s bylaws, the recommendations set forth above are approved.

I hereby certify:

1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts.

2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell’s Procurement Policy.

__
Jeremy Schwartz, CSSBB, CPPO, NIGP-CPP
Sourcewell Chief Procurement Officer

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254

SOURCEWELL

STATE OF MINNESOTA
Member ____________ moved the adoption of the following Resolution:

RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES 10/18/2022
Resolution No. 2022_28
WHEREAS, Sourcewell desires to issue a solicitation and is seeking permission from the Board to issue a solicitation for the categories listed on Appendix A, which is attached and incorporated.

WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above.

NOW THEREFORE BE IT RESOLVED that the Board of Directors hereb y approves the solicitation of categories.

The motion for the adoption of the foregoing reso lution was duly seconded by Member ______________ and the following voted in favor: (list names here)
and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted.

ATTEST:
_________________________________
Clerk to the Board of Directors

EXHIBIT 1
255
APPENDIXA
SOURCEWELLPROCUREMENTDEPARTMENT
BOARDITEMSͲOctober2022
UnmannedandRemotelyͲOperatedVehicleSystemswithRelatedTechnologyandServices RequestingBoardpermissiontoReͲSolicitthefollowingcategories:

NEWCONTRACTS
SupplierName ContractNumber SolicitationTitle
CenturyLinkCommunicationsdbaLumenTechnologies
Group 072822ͲLUM "CommunicationsTechnologyConsultingServices" Ross&Baruzzini,Inc. 072822ͲRBZ "CommunicationsTechnologyConsultingServices" Ten4Mobility,LLCdbaOpDecision 072822ͲTN4 "CommunicationsTechnologyConsultingServices" Safeware,Inc. 080922ͲSAF
"PublicSafetyandEmergencyManagement
Equipment,Tool,andSupplyCatalogSolutions"
W.W.Grainger,Inc. 080922ͲWWG
"PublicSafetyandEmergencyManagement
Equipment,Tool,andSupplyCatalogSolutions"
CONTRACTEXTENSIONS
SupplierName ContractNumber SolicitationTitle
EnnisFlint,Inc. 062817ͲEPI "AirportConsumableProductswithRelatedSuppliesandServices" HiͲLiteAirfieldSerices,LLC 062817ͲHLA "AirportConsumableProductswithRelatedSuppliesandServices" NewDealDeicing 062817ͲNDD "AirportConsumableProductswithRelatedSuppliesandServices" EpokeNorthAmerica,Inc. 080818ͲEPK "SnowandIceHandlingEquipment,SuppliesandAccessories" NEWIDIQCONTRACTS
CompanyName ContractNumber StateͲRegionͲTypeofWork NONE
IDIQContractExtensions
CompanyName ContractNumber
Happel&Associates,Inc. COͲNEͲGC03Ͳ090920ͲHAI
RoofConnectLogistics,Inc. COͲSEͲRW01Ͳ090920ͲRCL
RoofConnectLogistics,Inc. COͲSWͲRW01Ͳ090920ͲRCL
Happel&Associates,Inc. COͲNWͲGC02Ͳ090920ͲHAI
Happel&Associates,Inc. COͲSEͲGC02Ͳ090920ͲHAI
SunlandAsphalt,Inc. COͲSWͲPAV02Ͳ090920ͲSAC
FacilitiesContracting,Inc. COͲNEͲGC04Ͳ090920ͲFCI
SunlandAsphalt,Inc. COͲNEͲPAV01Ͳ090920ͲSAC
ATIRestoration,LLC COͲNEͲGC05Ͳ090920ͲATI
RoofConnectLogistics,Inc. COͲNEͲRW01Ͳ090920ͲRCL
ZͲCraft,Ltd. COͲSEͲRW02Ͳ090920ͲZCR
PaveConnectLogistics,LLC COͲSWͲPAV01Ͳ090920ͲPCL
PaveConnectLogistics,LLC COͲNEͲPAV02Ͳ090920ͲPCL
PaveConnectLogistics,LLC COͲSEͲPAV01Ͳ090920ͲPCL
JOCConstruction COͲSEͲGC01Ͳ090920ͲLRI
Happel&Associates,Inc. COͲSWͲGC02Ͳ090920ͲHAI
SunlandAsphalt,Inc. COͲSEͲPAV02Ͳ090920ͲSAC
PaveConnectLogistics,LLC COͲNWͲPAV01Ͳ090920ͲPCL
ZͲCraft,Ltd. COͲSWͲRW02Ͳ090920ͲZCR
JOCConstruction COͲSWͲGC01Ͳ090920ͲLRI
JOCConstruction COͲNWͲGC01Ͳ090920ͲLRI
RoofConnectLogistics,Inc. COͲNWͲRW01Ͳ090920ͲRCL
JOCConstruction COͲNEͲGC01Ͳ090920ͲLRI
SunlandAsphalt,Inc. COͲNWͲPAV02Ͳ090920ͲSAC
CONSENTAGENDAITEMS HeavyConstructionEquipmentwithRelatedAttachmentsandTechnology RequestingBoardpermissiontoSolicitthefollowingcategories:

IndefiniteDeliveryIndefiniteQuantityConstructionͲIllinios CONSENTAGENDAITEMS

EXHIBIT 1
256

SOURCEWELL

STATE OF MINNESOTA
Member ____________ moved the adoption of the following Resolution:

RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS
4/20/2023
Resolution No. 2023_10
WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and
WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and
WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members’ legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards.

NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A.

The motion for the adoption of the foregoing res olution was duly seconded by Member______________ and the following voted in favor: (list names here)
and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted.

ATTEST:
_________________________________
Clerk to the Board of Directors

EXHIBIT 1
257
APPENDIXA
SOURCEWELLPROCUREMENTDEPARTMENT
BOARDITEMSͲApril2023
AlternativeStudent/ClientTransportationSolutions
RequestingBoardpermissiontoReͲSolicitthefollowingcategories:

NEWCONTRACTS
SupplierName ContractNumber SolicitationTitle
Advexure,LLC 011223ͲADX
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
DeepTrekker,Inc. 011223ͲDTK
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
FLYMOTION,LLC 011223ͲFLM
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
RMUS,LLC 011223ͲRMS
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
SeafloorSystems,Inc. 011223ͲSEA
"Unmanned
andRemotelyOperatedVehicleSystemswithRelated
TechnologyandServices"
UnmannedVehicleTechnologies 011223ͲUNM
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
VolatusAerospaceUSACorp. 011223ͲVTS
"UnmannedandRemotelyOperatedVehicleSystemswithRelated TechnologyandServices"
CNHIndustrialAmerica,LLC 011723Ͳ CNH
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
Caterpillar,Inc. 011723ͲCAT
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
GradallIndustries,Inc. 011723ͲGRD
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
HitachiConstructionMachinery 011723ͲHTI
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
HyundaiConstructionEquipment 011723ͲHCE
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
JohnDeereConstruction 011723ͲJDC
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
KobelcoConstructionMachinery 011723ͲKBL
"Heavy
ConstructionEquipmentwithRelatedAttachmentsand
Technology"
KomatsuAmericaCorp. 011723ͲKOM
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
LiebherrͲAmerica,Inc. 011723ͲLEB
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
LinkͲBeltCranes 011723ͲLIN
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
LiuGongConstructionMachinery 011723ͲLIU
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
SANYAmerica,Inc. 011723ͲSNY
"Heavy
ConstructionEquipmentwithRelatedAttachmentsand
Technology"
VolvoConstructionEquipment 011723ͲVCE
"HeavyConstructionEquipmentwithRelatedAttachmentsand Technology"
AcrossInternational,LLC 020723ͲASI
"LaboratoryandScienceEquipment,SuppliesandRelatedTechnology andServices"
CarolinaBiologicalSupplyCompany 020723ͲCBS
"Laboratory
andScienceEquipment,SuppliesandRelatedTechnology andServices"
EppendorfNorthAmerica 020723ͲEPP
"LaboratoryandScienceEquipment,SuppliesandRelatedTechnology andServices"
NetaScientific,Inc. 020723ͲNTA
"LaboratoryandScienceEquipment,SuppliesandRelatedTechnology andServices"
PossibleMissions,Inc. 020723ͲPSB
"LaboratoryandScienceEquipment,SuppliesandRelatedTechnology andServices"
CONSENTAGENDAITEMS
RefuseCollectionVehicleswithRelatedEquipment,Accessories,andServices CONSENTAGENDAITEMS
IndefiniteDeliveryIndefiniteQuantityConstructionͲKansas RequestingBoardpermissiontoSolicitthefollowingcategories:

FabricStructureswithRelatedMaterialsandServices

EXHIBIT 1
258
APPENDIXAContinued
ThomasScientificHoldings,LLC 020723ͲTMS
"LaboratoryandScienceEquipment,SuppliesandRelatedTechnology andServices"
AvantTecnoUSA 020223ͲAVT "MediumDutyConstructionEquipment" Caterpillar,Inc. 020223ͲCAT "MediumDutyConstructionEquipment" ClarkEquipmentCompany 020223ͲCEC "MediumDutyConstructionEquipment" GradallIndustries,Inc. 020223ͲGRD "MediumDutyConstructionEquipment" HyundaiConstructionEquipment 020223ͲHCE "MediumDutyConstructionEquipment" JCB,Inc. 020223ͲJCB "MediumDutyConstructionEquipment" LiuGongConstructionMachinery 020223ͲLIU "MediumDutyConstructionEquipment" ManitouNorthAmerica,Inc. 020223ͲMAI "MediumDutyConstructionEquipment" TobrocoMachinery,LLC 020223ͲTBO "MediumDutyConstructionEquipment" XCMGCanada 020223ͲXCM "MediumDutyConstructionEquipment" CONTRACTEXTENSIONS
SupplierName ContractNumber SolicitationTitle
AT&TMobility 080119ͲATT
"WirelessVoiceandDataServiceswithRelatedSolutions,Equipment andAccessories"
TͲMobileUSA 080119ͲSPT
"WirelessVoiceandDataServiceswithRelatedSolutions,Equipment andAccessories"
SunriseBanks 060519ͲSUN "EmployeeLoansandRelatedFinancialServices" NEWIDIQCONTRACTS
CompanyName ContractNumber StateͲRegionͲTypeofWork None
IDIQContractExtensions
CompanyName ContractNumber
RJMConstruction,LLC MNͲR7ͲGCͲ040622ͲRJM
TheJamarCompany MNͲR4ͲRͲ040622ͲJMR
SolidRockConstruction MNͲR3ͲGCͲ040622ͲSRC
TheJamarCompany MNͲR2ͲPLUMͲ040622ͲJMR
TheJamarCompany MNͲR2ͲRͲ040622ͲJMR
McDowallCompany MNͲR5ͲRͲ040622ͲMDC
KrausͲAndersonConstructionCompany MNͲR2ͲGCͲ040622ͲKRU RJMConstruction,LLC MNͲR3ͲGCͲ040622ͲRJM
TheJamarCompany MNͲR2ͲGCͲ040622ͲJMR
AndersonBrothers MNͲR3ͲPAVͲ040622ͲABC
VSIConstruction,Inc. MNͲR1ͲGCͲ040622ͲVSI
VSIConstruction,Inc. MNͲR4ͲGCͲ040622ͲVSI
BituminousRoadways,Inc. MNͲR6ͲPAVͲ040622ͲBIR
DesignElectric,Inc. MNͲR5ͲEͲ040622ͲDEI
KrausͲAndersonConstructionCompany MNͲR5ͲGCͲ040622ͲKRU LoefflerConstruction&Consulting MNͲR6ͲGCͲ040622ͲLCL
McDowallCompany MNͲR1ͲRͲ040622ͲMDC
McDowallCompany MNͲR2ͲRͲ040622ͲMDC
PetersonSheetMetal,Inc. MNͲR2ͲHVACͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR3ͲPLUMͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR6ͲHVACͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR6ͲPLUMͲ040622ͲPSM
RAKConstruction,Inc. MNͲR3ͲGCͲ040622ͲRAK
RAKConstruction,Inc. MNͲR4ͲGCͲ040622ͲRAK
RJMConstruction,LLC MNͲR4ͲGCͲ040622ͲRJM
TheJamarCompany MNͲR1ͲRͲ040622ͲJMR
TheJamarCompany MNͲR3ͲHVACͲ040622ͲJMR
TheJamarCompany MNͲR6ͲRͲ040622ͲJMR
BarattoBrothersConstruction,Inc. MNͲR1ͲGCͲ040622ͲBBC BarattoBrothersConstruction,Inc. MNͲR2ͲGCͲ040622ͲBBC BruceKreofskyandSonsIncorporated MNͲR7ͲGCͲ040622ͲBKS DesignElectric,Inc. MNͲR4ͲEͲ040622ͲDEI
IyaweandAssociates MNͲR6ͲGCͲ040622ͲIAA
KrausͲAndersonConstructionCompany MNͲR3ͲGCͲ040622ͲKRU KrausͲAndersonConstructionCompany MNͲR6ͲGCͲ040622ͲKRU DesignElectric,Inc. MNͲR6ͲEͲ040622ͲDEI
VSIConstruction,Inc. MNͲR2ͲGCͲ040622ͲVSI
KrausͲAndersonConstructionCompany MNͲR7ͲGCͲ040622ͲKRU L.S.BlackConstructors,Inc. MNͲR6ͲGCͲ040622ͲLSB
BarattoBrothersConstruction,Inc. MNͲR3ͲGCͲ040622ͲBBC BarattoBrothersConstruction,Inc. MNͲR5ͲGCͲ040622ͲBBC

EXHIBIT 1
259
APPENDIXAContinued
BarattoBrothersConstruction,Inc. MNͲR6ͲGCͲ040622ͲBBC KrausͲAndersonConstructionCompany MNͲR4ͲGCͲ040622ͲKRU RAKConstruction,Inc. MNͲR2ͲGCͲ040622ͲRAK
NorͲSon,Inc. MNͲR3ͲGCͲ040622ͲNSI
NorͲSon,Inc. MNͲR7ͲGCͲ040622ͲNSI
PetersonSheetMetal,Inc. MNͲR1ͲHVACͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR4ͲHVACͲ040622ͲPSM
RJMConstruction,LLC MNͲR1ͲGCͲ040622ͲRJM
TheJamarCompany MNͲR3ͲPLUMͲ040622ͲJMR
SolidRockConstruction MNͲR5ͲGCͲ040622ͲSRC
TheJamarCompany MNͲR3ͲRͲ040622ͲJMR
VSIConstruction,Inc. MNͲR5ͲGCͲ040622ͲVSI
KrausͲAndersonConstructionCompany MNͲR1ͲGCͲ040622ͲKRU SolidRockConstruction MNͲR6ͲGCͲ040622ͲSRC
DesignElectric,Inc. MNͲR1ͲEͲ040622ͲDEI
DesignElectric,Inc. MNͲR3ͲEͲ040622ͲDEI
McDowallCompany MNͲR3ͲRͲ040622ͲMDC
McDowallCompany MNͲR4ͲRͲ040622ͲMDC
McDowallCompany MNͲR6ͲRͲ040622ͲMDC
NorͲSon,Inc. MNͲR4ͲGCͲ040622ͲNSI
NorthlandConstructorsofDuluth,Inc. MNͲR2ͲPAVͲ040622ͲNCD PetersonSheetMetal,Inc. MNͲR1ͲPLUMͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR2ͲPLUMͲ040622ͲPSM
NorͲSon,Inc. MNͲR5ͲGCͲ040622ͲNSI
NorͲSon,Inc. MNͲR6ͲGCͲ040622ͲNSI
McDowallCompany MNͲR7ͲRͲ040622ͲMDC
PetersonSheetMetal,Inc. MNͲR4ͲPLUMͲ040622ͲPSM
RAKConstruction,Inc. MNͲR1ͲGCͲ040622ͲRAK
TheJamarCompany MNͲR3ͲGCͲ040622ͲJMR
TheJamarCompany MNͲR5ͲRͲ040622ͲJMR
TheJamarCompany MNͲR7ͲRͲ040622ͲJMR
RJMConstruction,LLC MNͲR2ͲGCͲ040622ͲRJM
RJMConstruction,LLC MNͲR5ͲGCͲ040622ͲRJM
RAKConstruction,Inc. MNͲR5ͲGCͲ040622ͲRAK
VSIConstruction,Inc. MNͲR3ͲGCͲ040622ͲVSI
VSIConstruction,Inc. MNͲR6ͲGCͲ040622ͲVSI
VSIConstruction,Inc. MNͲR7ͲGCͲ040622ͲVSI
RAKConstruction,Inc. MNͲR6ͲGCͲ040622ͲRAK
RAKConstruction,Inc. MNͲR7ͲGCͲ040622ͲRAK
RJMConstruction,LLC MNͲR6ͲGCͲ040622ͲRJM
TheJamarCompany MNͲR2ͲHVACͲ040622ͲJMR
NorͲSon,Inc. MNͲR1ͲGCͲ040622ͲNSI
NorͲSon,Inc. MNͲR2ͲGCͲ040622ͲNSI
MidͲMinnesotaHotMix MNͲR5ͲPAVͲ040622ͲMHM
PetersonSheetMetal,Inc. MNͲR3ͲHVACͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR5ͲHVACͲ040622ͲPSM
PetersonSheetMetal,Inc. MNͲR5ͲPLUMͲ040622ͲPSM
HyͲTecConstruction MNͲR3ͲGCͲ040622ͲHTC

EXHIBIT 1
260

EXHIBIT B

INSURANCE REQUIREMENTS

NOT APPLICABLE
EXHIBIT 1
261

EXHIBIT C

EXHIBIT 1
262

www.nixon-egli.com

 SO. CALIFORNIA: 2044 South Vineyard Avenue, Ontario, CA 91761 • (909) 930-1822 • FAX (909) 923-2356  NO. CALIFORNIA: 800 East Grant Line Road, Tracy, CA 95376 • (209) 830-8600 • FAX (209) 830-8884

City of Stockton September 26, 2023 1465 S Lincoln Street Quote Number- 100878R1 Stockton, CA 95206

Attention- Alanna Bindi City of Stockton Sourcewell ID: 26357 Reference- Link-Belt HTC 86110 Link-Belt Sourcewell ID: 011723-LIN

Dear Alanna Bindi,

We are pleased to quote you One Link-Belt HTC 86110 equipped as follows:

Standard Unit:

BASE MACHINE DESCRIPTION (BASE ITEM)
BASE MACHINE F.O.B. LEXINGTON, KENTUCKY
Entire machine is pre-painted, and oven baked with a high solids paint (2 part epoxy primer/2 part polyurethane top coat).

CARRIER STRUCTURES

OUTRIGGERS
Four dual stage beams with Confined Area Lifting Capacities CALC provide selectable outrigger extensions of full, intermediate and retracted. Hydraulically controlled from the operator's cab and on both sides of chassis with integral check valves and quick release "stow 'n go" 23.5" x 27.25" (59.7 cm x 69.2 cm) hexagonal steel pontoons. A fifth front bumper outrigger is hydraulically controlled from the operator's cab and at the front bumper of carrier with integral check valve and self -stowing 14.75 inch (37.5 cm) diameter steel pontoon.

SUSPENSION
Front and rear Air-Ride bogie beam.

AXLES
Axles 1 and 2 are hydraulic assist rack and pinion steering. Axles 3 and 4 are driven during on/off -highway travel. The drive axles have an inter-axle differential lockout.

BRAKES
Air actuated anti-lock (ABS) drum brakes on all wheels with spring applied / air released parking brakes on axles 2, 3, and 4.

TIRES
Four (single) 445/65R22.5 radials front and eight (dual) 315/80R22.5 radials rear mounted on aluminum disc wheels.

ENGINE
Diesel, and 12 volt start / 12 volt charging. [Note: brand, displacement, horsepower, block heater, and emission compliance listed in base item description.]

TRANSMISSION
ZF automated transmission with 12 speeds forward and 2 speed reverse.

PUMPS AND HYDRAULICS
6 gear type pumps, 3 pumps have a air-actuated disconnect. O-ring face seal componentry throughout with oil cooler.

EXHIBIT 1
263

www.nixon-egli.com

GENERAL CARRIER ITEMS
Four storage compartments, boom dolly/trailer electrical and air provisions, amber strobe light, clearance flags, left and right side air hose connection ports, left and right side bubble levels and 95 gallon (359.6 L) fuel tank with fuel water separator.

REVOLVING UPPERSTRUCTURE

UPPER FRAME
All welded high strength steel frame with precision-machined surfaces for all components.

Provisions for future addition of auxiliary winch provided.

WIRE ROPE
730 ft. (222.5 m) of 19 mm (0.75 in.) 37x7 non rotating (Type KC) rope.

COUNTERWEIGHT
16,000 lbs (7.2 mt) of total counterweight consisting of four, hydraulically removable counter weights with capacities for 0 lbs (0 mt), 4,000 lbs (1.8 mt), 8,000 lbs (3.6 mt), 12,000 lbs (5.4 mt), and 16,000 lbs (7.2 mt) counterweight configurations.

OPERATOR'S CAB
Single occupancy, 0° to 20° tilting, environmental cab of galvaneal steel construc tion. Includes fully enclosed modular compartment sealed with acoustical fabric lining, tinted safety glass for full vision, sliding operator's door, sliding right side and re ar window, swing up roof window with wiper, front window wiper and washer, circulating fan, engine instrumentation panel, six way adjustable seat, seat belt, fire extinguisher, rear view mirror, Link-Belt Pulse operating system including rated capacity limiter (anti-two block with function kick-out) with internal light bar and boom extend mode controller, foot throttle, arm chair dual axis (joystick) electronic controllers, outrigger sight level bubble and hand held outrigger control, cabwalk, cab mounted work lights, air conditioning, AM/FM radio with Bluetooth, and diesel fired warm-water heater with defroster.

GENERAL UPPERSTRUCTURE ITEMS
Fine metering, left side folding guardrail, and four (4) high intensity work lights.

BOOM HOIST SYSTEM
One double acting cylinder with holding valve. Boom float kit for use with boom dolly.

EXHIBIT 1
264

www.nixon-egli.com

WARRANTY
12 month UNLIMITED hours material and workmanship - "See Link-Belt website under Service, Warranty statements, for details"

Options Included in Pricing Below:

➢ ICRANE - iCraneTrax Lite - A free 24-month subscription to Link-Belts telematics network. The network delivers real-time and historical data from anywhere you have an internet connection, and theres no obligation to share your data with the dealer or the factory. Setup your secure account at www.icranetrax.com/lbce. Note: International data dependent on cellular service.

N/C
➢ PREFER - Link-Belt Preferred - A free comprehensive library of on-line manuals, schematics, and bulletins for new and older Link-Belt cranes. There are also calculators for ground bearing, and operating costs. Sign up and start taking advantage of this and more at www.linkbelt.com. N/C
➢ 3DLIFT - 3D Lift Planning - Create, save, view, and print three dimensional lift plans from anywhere you have an internet connection. There are no special software downloads and this service is free to Link -Belt crane owners. Create your own user secure account at www.3dliftplan.com. N/C
➢ 1320 - REAR AIR RIDE LIFT SYSTEM - A cylinder controlled from the ground control outrigger stations located on each side of the carrier raises the rear air-ride suspension for improved ground clearance. $3,920 ➢ 1260 - FILTER KIT (EPA 2020) - Includes an extra set of air, fuel, DEF, and oil filters for the EPA 2020 on -highway engine. $940
➢ 1100B - 50 State emissions compliant Cummins X12 diesel on-highway engine. EPA 2022/CARB 2022 Compliant. (Note:

REQUIRED FOR SALE IN CALIFORNIA, PENNSYLVANIA, AND NEW JERSEY) NET PRICE - NO DISC $1,550 ➢ 1410A - SPARE TIRE AND ALUMINUM DISC WHEEL - 445/65R22.5 (Note: Not mounted to the crane) $4,950 ➢ 1430 - TIRE INFLATION - Includes an air hose long enough to reach all of the tires, a quick disconnect, moisture block, pressure gauge, bleeder valve, and air chuck. Supplements the two (2) standard air hose connections. $620 ➢ 2020D - 48,600 LBS (22.0mt) OF COUNTERWEIGHT - [32,600 lbs (10.7mt) in addition to standard counterweight]-may effect roadability $57,700
➢ 2200A - AUXILIARY WINCH - Model 2M two speed, power up / power down, piston motor with automatic brake, electronic drum rotation indicator, shutdown switch, grooved lagging, and 600 ft. (182.88 m) of 19 mm (0.75 in) diameter 37 x 7 non rotating (Type KC) wire rope. $39,740
➢ 2220A - HOIST DRUM FOLLOWER - MAIN AND AUXILIARY - Spring tensioned roller that applies pressure on the cable to maintain uniform wraps on the drum. $3,790
➢ 2250B - 1ST LAYER INDICATOR AND 3RD WRAP FUNCTION KICK-OUT - MAIN AND AUXILIARY - Visual and audible indicators in the operators cab warns when the wire rope is on the first/bottom layer and kick -outs when the wire rope is down to the last three wraps. $5,730
EXHIBIT 1
265

www.nixon-egli.com

➢ 2616 - RCL EXTERNAL LIGHT BAR - Mounts on the operators cab and informs the ground crew when lift capacities are less than 90% (green), 90 to 100% (yellow), and 100% plus (red). $1,060 ➢ 2640B - AMBER STROBE LIGHT - One (1) LED light that produces a pulse flash pattern and mounts on a post behind the operators cab. $1,040
➢ 2740B - SINGLE AXIS ELECTRONIC CONTROLLERS - Four (4) single axis controllers instead of the standard two (2) dual axis joystick controllers. N/C
➢ 3010 - AUXILIARY LIFTING SHEAVE [Required for base rating lift] $3,280 ➢ 3510C - 10 ft TO 35 ft TO 58 ft (3.0m TO 10.67m TO 17.68m) MANUALLY OFFSETTABLE THREE PIECE [BI-FOLD] LATTICE FLY - features Link-Belt Power Pinning with assist tools and hand crank. 1/2-inch Square Drive Cordless Impact Wrench is available through the Parts department, Part # 3P 1744. $94,430 ➢ 9000L - 10 TON (9.07 METRIC TON) SWIVEL HOOK AND BALL [Weight: 584 lbs (265kg)] $2,930 ➢ 9000N 60-TON (54.43 METRIC TON) 3 SHEAVE QUICK REEVE HOOK BLOCK WITH SAFETY LATCH [Weight:
1,150 lbs (523kg)] $13,070

List Sales Price: $1,640,950.00
3% Price Increase: $49,228.50
Sourcewell Discount : - $365,078.56
Sales Price with Discount: $1,325,099.94
Dealer Items: $76,437.00
10% CARB Regulation Delay Price Increase:$175,387.16

9.00% Sales Tax: $141,923.17
Delivery Freight: $6,500.00
Sales Price Total: $1,725,347.27

The above price(s) are valid for 30 days.

10% CARB Regulation Delay Price Increase is an estimated amount due to current CARB diesel engine regulation. This amount is subject to increase or decrease dependent on the timeframe of a CARB approved diesel engine for the quoted crane.

Dealer items include: PDI/DMV Registration/Start Up Training/ Inbound Freight from Manufacture, Crane Certification, Crane Profile, Factory Inspection, 3/8” Impact Power Tool for Lattice Fly

Crane will be driven from Lexington, KY to Tracy, CA and counterweight will be delivered via heavy haul (2 loads)

Crane will be driven from Tracy, CA to Stockton, CA and counterweight will be delivered via heavy haul (2 loads)

Thank you for the opportunity to quote on your equipment needs. Should you have any further questions, please feel free to co ntact me.

Sincerely,

NIXON-EGLI EQUIPMENT CO.

Sean Hines
Sean Hines (510) 318-2799
Municipal Area Manager
EXHIBIT 1
266
1 (Rev. 9.30.22)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

Sourcewell

2. Contractor: Pape Machinery

3. Cooperative Agency
Agreement Name and
Agreement Number:

Sourcewell, Heavy Construction Equipment,
#011723-JDC

4. Cooperative Agency Initial
Agreement Term:

Start Date: January 17, 2023
End Date: April 14, 2027

5. Cooperative Agency’s
Agreement-Options to
extend:

Agreement may be extended for a fifth year.

6. Cooperative Agency
Amended Term:

7. Cooperative Agency
Remaining Options to
Renew:
1 one-year renewal option remaining.

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: upon execution
End Date: April 14, 2027

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $303,857.27 for the term
of t
he Agreement.

AGREEM
ENT
The City
of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Sourcewell, Heavy Construction Equipment, #011723-JDC (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

Contrac
tor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card EXHIBIT 2
267
2 (Rev. 9.30.22)
(credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agree
ment Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through April 14, 2027, unless terminated earlier by the City.

2. Insura
nce and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A , Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

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 agains
t 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 perf
ormance 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 w
illful misconduct of the City of Stockton. This obligation is independent of, and shall not i
n any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agree
ment.

3. Compensation: Cit y and Contractor do her eby enter i nto thi s Agreement for “heavy
construction equipment” available in t he above -named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed $303,857.27 for
the purchase of one front loader tractor. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

4. Governi
ng 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.

This A
greement may be amended only by a written amendment , consistent with the COOP, signed by Contractor and City.

EXHIBIT 2
268
3 (Rev. 9.30.22)

CITY OF STOCKTON PAPE MACHINERY

By : __________________________
Harry Black, City Manager Signature

Date:____________________
____________________________
Print name

ATTEST: Title: ________________________

____________________________ [If Contractor is a corporation, signatures must Eliza R. Garza CMC, City Clerk comply with Corporations Code §313]

APPROVED AS TO FORM:

By: __________________________
___________________________ Signature
Lori Asuncion, City Attorney

__________________________
Print name

Title: _______________________

EXHIBIT 2
269
4 (Rev. 9.30.22)

EXHIBIT A

EXHIBIT 2
270
011723-JDC
Rev. 3/2022 1

Solicitation Number: RFP # 011723

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and John Deere Construction Retail Sales a division of John Deere Shared Services LLC, DBA John Deere Construction Retail Sales, 1300 River Drive, Moline, IL 61265 (Supplier).

Sourcewell issued a public solicitation for Heavy Construction Equipment with Related Attachments and Technology from which Supplier was awarded a contract.

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

EXHIBIT 2
271

Rev. 3/2022 Sourcewell RFP #011723
Heavy Construction Equipment with Related Attachments and Technology

Page 1 ends

City Council and Concurrent AuthoritiesFebruary 6, 2024

City Council and Concurrent Authorities
February 6, 2024